As
filed with the Securities and Exchange Commission on October 28, 2025
Registration
No. 333-290847
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
MICROBOT
MEDICAL INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
94-3078125 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| Incorporation
or organization) |
|
Identification
No.) |
175
Derby St., Bld. 27
Hingham,
MA 02043
(781)
875-3605
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Harel
Gadot
Chairman,
President, and Chief Executive Officer
175
Derby St., Bld. 27
Hingham,
MA 02043
(781)
875-3605
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Stephen
E. Fox, Esq.
Mikayla
K. Kolahifar, J.D.
Ruskin
Moscou Faltischek, P.C.
1425
RXR Plaza
East
Tower, 15th Floor
Uniondale,
New York 11556-1425
(516)
663-6600
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this registration statement, as determined by the Registrant.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
Accelerated Filer |
☐ |
Accelerated
Filer |
☐ |
| Non-Accelerated
Filer |
☒ |
Smaller
Reporting Company |
☒ |
| |
|
Emerging
Growth Company |
☐ |
This
Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.
If
the Securities and Exchange Commission resumes full operation before the Registration Statement becomes effective, we may file an amendment
to this Registration Statement requesting a delay or change in the effectiveness of the Registration Statement.
EXPLANATORY
NOTE
This
Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-3 (File No. 333-290847) of Microbot Medical Inc.
(the “Registration Statement”) is being filed solely for the purpose of (a) including language provided by Rule 473(b)
of the Securities Act of 1933 for the automatic effectiveness of the Registration Statement 20 days following the filing of Amendment
No. 1 and (b) updating a cross-reference in the Exhibit Index. This Amendment No. 1 does not modify any provision of the prospectus
that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the various expenses in connection with the sale and distribution of the securities being registered, all
of which are being borne by us.
| SEC registration fee | |
$ | 404.02 | |
| Legal fees and expenses | |
| 5,000.00 | |
| Accounting fees and expenses | |
| 15,000.00 | |
| Miscellaneous | |
| 4,595.98 | |
| Total | |
$ | 25,000.00 | |
Item
15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (“DGCL”) permits, in general, a Delaware corporation, to indemnify any person
who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he
or she is or was a director or officer of the corporation, or served another business enterprise in any capacity at the request of the
corporation, against liability incurred in connection with such proceeding, including the expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such proceeding if such person
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, additionally had no reasonable cause to believe that his or her conduct was unlawful. A Delaware
corporation’s power to indemnify applies to actions brought by or in the right of the corporation, but only to the extent of expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the
action or suit, provided that no indemnification shall be provided in such actions in the event of any adjudication of negligence or
misconduct in the performance of such person’s duties to the corporation, unless a court believes that in light of all the circumstances
indemnification should apply. Section 145 of the DGCL also permits, in general, a Delaware corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation, or served another entity in any capacity at the request
of the corporation, against liability incurred by such person in such capacity, whether or not the corporation would have the power to
indemnify such person against such liability.
Section
102(b)(7) of the DGCL permits a corporation to include in its Certificate of Incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal
benefit.
The
Company’s restated Certificate of Incorporation provides that the Company’s directors shall not be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exculpation from liabilities
is not permitted under the DGCL as in effect at the time such liability is determined. The Company’s restated Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to the fullest extent permitted by the DGCL.
We
maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability
for actions taken in their capacities as directors and officers. We believe that these indemnification provisions and insurance are necessary
to attract and retain qualified directors and officers.
Indemnification
Agreements
The
Company has entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements
may require the Company, among other things, to indemnify its directors and officers for some expenses (including attorneys’ fees)
judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service
as one of the Company’s directors or officers, or any of its subsidiaries or any other company or enterprise to which the person
provides services at our request.
Item
16. Exhibits.
The
exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby
incorporated by reference.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii),
and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hingham, State of Massachusetts, on the 28th day of October, 2025.
| |
MICROBOT
MEDICAL INC. |
| |
|
|
| |
By: |
/s/
Harel Gadot |
| |
|
Harel
Gadot |
| |
|
Chairman,
President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Harel Gadot |
|
Chairman,
President and Chief Executive Officer |
|
October
28, 2025 |
| Harel
Gadot |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Rachel Vaknin |
|
Chief
Financial Officer |
|
October
28, 2025 |
| Rachel
Vaknin |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| Tal
Wenderow |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| David
J. Wilson |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| Prattipati
Laxminarain |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| Scott
Burell |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| Martin
Madden |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
28, 2025 |
| Aileen
Stockburger |
|
|
|
|
| * | By: |
/s/
Harel Gadot |
|
| | |
Harel
Gadot, Attorney-in-Fact |
|
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger and Reorganization, dated as of August 15, 2016, by and among StemCells, Inc., C&RD Israel Ltd. and Microbot Medical Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 15, 2016). |
| 3.1 |
|
Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and filed on March 15, 2007). |
| 3.2 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016). |
| 3.3 |
|
Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 4, 2018). |
| 3.4 |
|
Amended and Restated By-Laws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 3, 2016). |
| 3.5 |
|
Certificate of Elimination (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2018). |
| 3.6 |
|
Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 11, 2019). |
| 3.7 |
|
Amendment to Section 5 of the Amended and Restated By-Laws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 3, 2021). |
| 3.8 |
|
Amendment to Section 2.5 of the Amended and Restated By-Laws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2025). |
| 3.9 |
|
Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 11, 2025). |
| 4.1 |
|
Description of the Company’s Securities (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025). |
| 4.2 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2022). |
| 4.3 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 23, 2023). |
| 4.4 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023). |
| 4.5 |
|
Form of Warrant Amendment Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023). |
| 4.6 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023). |
| 4.7 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023). |
| 4.8 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024). |
| 4.9 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 4, 2024). |
| 4.10 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 7, 2025). |
| 4.11 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 10, 2025). |
| 4.12 |
|
Form of Series J Preferred Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 16, 2025). |
| 4.13 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 11, 2025). |
| 4.14 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 16, 2025). |
| 5.1* |
|
Opinion of Ruskin Moscou Faltischek, P.C. |
| 23.1* |
|
Consent of Ruskin Moscou Faltischek, P.C. (contained in Exhibit 5.1). |
| 23.2* |
|
Consent of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network. |
| 24.1* |
|
Power of Attorney (included on the signature page hereto). |
| 107* |
|
Filing Fee Table |
*Previously
filed.
