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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): April 10, 2026
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
8.01 Other Events.
Microbot
Medical Inc. (the “Company”) previously
entered into an At the Market Offering Agreement dated June 10, 2021, as amended on July 1, 2024 (the “Sales Agreement”),
with H.C. Wainwright & Co., LLC (“Wainwright”) in connection with the Company’s
“at the market offering” program (the “ATM Program”). Pursuant to the terms of the Sales Agreement, the
Company may sell from time to time through Wainwright the Company’s common stock (“Common
Stock”), par value $0.01 per share (the “ATM Shares”), having an aggregate offering price of up to $39,230,691 (the
“ATM Program”). Sales of the ATM Shares under the ATM Program, if any, will be made
by means of transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act
of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for the Common
Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated
transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other
method permitted by law.
The
Company will file a prospectus supplement to the Company’s shelf registration statement on Form S-3 (File No. 333-275634) (the
“Prospectus Supplement”) with the Securities and Exchange Commission in connection with the offer and sale of the ATM Shares.
The
opinion of the Company’s counsel regarding the validity of the ATM Shares offered pursuant to the ATM Program under the Prospectus
Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This
Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy shares of the Company’s common
stock, and there shall not be any sale of such shares in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of ATM Shares is being
made only by means of a prospectus and related prospectus supplement.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| 10.1 |
|
At the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 10, 2021). |
| 10.2 |
|
Amendment to the At the Market Offering Agreement, dated July 1, 2024, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 1, 2024). |
| 23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the 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 hereunto duly authorized.
| |
MICROBOT
MEDICAL INC. |
| |
|
|
| |
By: |
/s/
Harel Gadot |
| |
Name: |
Harel
Gadot |
| |
Title: |
Chief
Executive Officer, President and Chairman |
Dated:
April 10, 2026