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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 22, 2025
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-19871 |
|
94-3078125 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
175
Derby St., Bld. 27
Hingham,
MA 02043
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 875-3605
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
MBOT |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02. Unregistered Sales of Equity Securities.
From August 11, 2025
through August 25, 2025, Microbot Medical Inc. (the “Company”) issued an aggregate of 2,967,953 shares (the “Shares”)
of its common stock, par value $0.01 per share (the “Common Stock”), upon the exercise of (a) 104,103 outstanding Series E
preferred investment options (the “Series E Options”), by the holders of the Series E Options, (b) 467,144 outstanding Series
G preferred investment options (the “Series G Options”), by the holders of the Series G Options and (c) 2,349,488 outstanding
Series H preferred investment options (the “Series H Options”), by the holders of the Series H Options. The exercise prices
per share of the Series E Options were $1.50, Series G Options were $1.75, and Series H Options were $2.10, generating aggregate gross
proceeds to the Company, before deducting placement agent fees and expenses, of approximately $5.9 million. The Company also issued 47,218
shares of common stock upon the exercise of incentive options to a former director of the Company. As of August 25, 2025, the Company
had issued and outstanding approximately 48,513,892 shares of Common Stock.
The Shares were issued
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, as transactions by an issuer not involving
any public offering.
Each
of the Shares underlying the Series E Options were registered for resale by the Company on a Registration Statement on Form S-3 (Registration
No.: 333-276487) on behalf of the holders of the Series E Options. Each of the Shares underlying the Series G Options and the Series
H Options were registered by the Company for resale on a Registration Statement on Form S-3 (Registration No.: 333-284688) on behalf of
the holders of the Series G Options and the Series H Options.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
MICROBOT
MEDICAL INC. |
| |
|
| |
By: |
/s/
Harel Gadot |
| |
Name: |
Harel
Gadot |
| |
Title: |
Chief
Executive Officer, President and Chairman |
Date:
August 25, 2025
