[D] Microbot Medical Inc. SEC Filing

Rhea-AI Filing Summary

Microbot Medical Inc. filed a Form D reporting a completed Regulation D private offering under Rule 506(b). The issuer raised aggregate proceeds of $25,244,903, of which $25,244,903 has been sold and $0 remains. The filing states the total offering amount reflects the aggregate exercise price of inducement preferred investment options and placement-agent preferred investment options. The placement agent received cash fees totaling $2,095,542 and was also granted 1,342,694 preferred investment options exercisable for common stock at prices ranging from $1.875 to $2.6625. The offering was a new notice with a first sale date of 2025-09-16, claimed a minimum investment of $0, and was not part of a business combination. The Form D was signed by CFO Rachel Vaknin on 2025-09-29.

Positive

• Full subscription: The entire $25,244,903 offering was sold, with $0 remaining.
• Clear placement agent disclosure: Cash fee of $2,095,542 and the grant of 1,342,694 placement-agent options were disclosed.
• No payments to insiders: The filing reports $0 of gross proceeds used to pay executive officers, directors, or promoters.

Negative

• Potential dilution: Placement-agent options for 1,342,694 shares exercisable at $1.875–$2.6625 could increase share count if exercised.
• Placement fees are material: Cash sales commissions of $2,095,542 reduce net proceeds available to the company.

Insights

Financial Analyst

TL;DR: Company completed a $25.24M Rule 506(b) raise with sizable placement-agent compensation and option-based inducements.

This Form D shows Microbot Medical closed a private financing raising $25.24M, fully sold. The economics include a cash placement fee of $2.10M plus 1,342,694 placement-agent options exercisable at $1.875–$2.6625, which can dilute existing shareholders upon exercise. The raise provides near-term liquidity but increases potential share count depending on option exercises; no proceeds were allocated to named officers or directors per the filing. For investors, the key metrics are the gross proceeds, placement-agent compensation, and the range of exercise prices that set potential future dilution thresholds relative to market price.

Corporate Governance Expert

TL;DR: Disclosure is standard for a private placement; placement-agent compensation and option grants are clearly stated.

The Form D discloses required governance-related facts: the offering exemption (Rule 506(b)), the identities of executive officers and directors based at the issuer address, the number of investors (1), and that no proceeds were paid to named insiders. The placement agent received cash and long-dated option rights, disclosed in the clarification. While disclosure appears complete for Form D purposes, more detail about use of proceeds and capitalization effects would be needed in other filings to fully assess governance impacts.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000883975

STEMCELLS INC

CYTOTHERAPEUTICS INC/DE

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Microbot Medical Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Microbot Medical Inc.
Street Address 1		Street Address 2
288 GROVE STREET		SUITE 388
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BRAINTREE	MASSACHUSETTS	02184	(781)-875-3605

3. Related Persons

Last Name	First Name	Middle Name
GADOT	HAREL
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SHARON	SIMON
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Diaz- Cartelle	Juan
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vaknin	Rachel
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Madden	Martin
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Burell	Scott
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stockburger	Aileen
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilson	David
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Laxminarain	Prattipati
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wenderow	Tal
Street Address 1	Street Address 2
288 GROVE STREET	SUITE 388
City	State/Province/Country	ZIP/PostalCode
BRAINTREE	MASSACHUSETTS	02184

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-16				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. WAINWRIGHT & CO., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 PARK AVENUE
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$25,244,903	USD	or Indefinite
Total Amount Sold	$25,244,903	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The Total Offering Amount reflects the aggregate exercise price of the inducement preferred investment options and the exercise price of the placement agent preferred investment options.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,095,542	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

In addition to the cash fee, the placement agent also received preferred investment options to purchase 1,342,694 shares of common stock at exercise prices ranging from of $1.875 - $2.6625 per share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Microbot Medical Inc.	/s/ Rachel Vaknin	Rachel Vaknin	Chief Financial Officer	2025-09-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Microbot Medical (MBOT) raise in this Form D filing?

The filing reports aggregate proceeds of $25,244,903, with $25,244,903 sold and $0 remaining.

Which exemption was claimed for the offering in Microbot Medical's Form D?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

What placement-agent compensation was disclosed in the MBOT Form D?

The placement agent received a cash fee of $2,095,542 and 1,342,694 preferred investment options exercisable for common stock at $1.875–$2.6625.

Was the offering part of a merger or business combination?

No. The filing indicates the offering was not made in connection with a business combination.

How many investors participated in the offering reported by Microbot Medical?

The Form D reports 1 investor has invested in the offering.

Who signed the Form D for Microbot Medical and when?

The Form D was signed by Rachel Vaknin, Chief Financial Officer, on 2025-09-29.