As filed with the Securities and Exchange Commission
on July 21, 2025
Registration No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
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
Number) |
25
Recreation Park Drive, Unit 108
Hingham,
Massachusetts 02043
(Address
of Principal Executive Offices including Zip Code)
Microbot
Medical Inc. 2020 Omnibus Performance Award Plan
(Full
title of the plan)
Harel
Gadot, CEO
Microbot
Medical Inc.
175
Derby St., Bld. 27
Hingham,
Massachusetts 02043
(781)
875-3605
(Name
and address, including zip code, and telephone
number,
including area code, of agent for service)
Copy
to:
Stephen
E. Fox, Esq.
Samantha
Guido, Esq.
Ruskin
Moscou Faltischek, P.C.
1425
RXR Plaza, East Tower, 15th Floor
Uniondale,
New York 11556
(516)
663-6580
(516)
663-6780 (facsimile)
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 ☐ (Do not check if a smaller reporting company) |
|
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by Microbot Medical Inc. (the “Company”) pursuant to General Instruction
E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 3,791,019 shares of common stock, par value $0.01
per share (“Common Stock”), issuable under the Microbot Medical Inc. 2020 Omnibus Performance Award Plan, as amended (the
“Plan”). Since the Plan was adopted on July 17, 2020 by the Company’s Board of Directors, the Company’s stockholders
approved amendments to the Plan most recently on June 10, 2025, which increased the aggregate number of shares available for issuance
under the Plan by 2,591,019 shares of Common Stock.
The
information contained in the Company’s registration statements on Form S-8 filed with the Securities and Exchange Commission on
November 25, 2020 (SEC File Number 333-250963), together with all exhibits filed therewith or incorporated therein by reference, are
hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are
in addition to the shares of Common Stock registered on such registration statement.
Also
included in Part I of this Form S-8 is a reoffer prospectus that the Company has prepared in accordance with Part I of Form S-3 under
the Securities Act. The reoffer prospectus may be utilized for reofferings and resales by selling stockholders of up to 2,009,697 shares
of Common Stock issued pursuant to the Plan. (In the event of a future anti-dilution adjustment relating to the Common Stock, the number
of shares set forth in the reoffer prospectus will be appropriately adjusted.) Pursuant to Instruction C of Form S-8, the reoffer prospectus
may be used for reoffers or resales of shares which are deemed to be “control securities” or “restricted securities”
under the Securities Act that have been acquired by the selling stockholders identified in the reoffer prospectus. These securities may
be reoffered and resold on a continuous or delayed basis in the future under Rule 415 under the Securities Act. The number of shares
included in the reoffer prospectus represents the total number of shares that may be acquired by the selling stockholders upon exercise
of options issued under the Plan and does not necessarily represent a present intention to sell all such shares.
Part
II of this Form S-8 contains information required in the registration statement pursuant to Part II of Form S-8.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in this Part I will be sent or given to employees participating in the Microbot Medical
Inc. 2020 Omnibus Performance Award Plan, as amended, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities
Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the “Commission”). These documents and the documents incorporated by reference pursuant to Item 3 of Part II
of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
REOFFER
PROSPECTUS
Up
to 2,009,697 Shares of Common Stock
Under
the Plan
This
reoffer prospectus (the “Reoffer Prospectus”) relates to the offer and sale from time to time by certain selling stockholders
named in this Reoffer Prospectus (the “Selling Stockholders”), or their permitted transferees, of up to 2,009,697 shares
of Common Stock of the Company. This Reoffer Prospectus covers the offer and sale by the Selling Stockholders of up to 2,009,697
shares of Common Stock underlying stock options previously granted to the Selling Stockholders pursuant to the Plan.
We
are not offering any shares of Common Stock and will not receive any proceeds from the sale of the shares of Common Stock by the Selling
Stockholders pursuant to this Reoffer Prospectus. The Selling Stockholders are “affiliates” of the Company (as defined in Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”)).
Subject
to other restrictions on them, the Selling Stockholders may from time to time (including in the case of shares of Common Stock offered
hereby under stock options, upon vesting and/or exercise) sell, transfer or otherwise dispose of any or all of the shares of Common Stock
covered by this Reoffer Prospectus in various types of transactions, including through underwriters or dealers, directly to purchasers
(or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the shares of Common Stock,
we will name them and describe their compensation in a prospectus supplement. The shares of Common Stock may be sold in one or more transactions
at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined
at the time of sale or negotiated prices. We do not know when or in what amount the Selling Stockholders may offer the shares of Common
Stock for sale. The Selling Stockholders may sell any, all or none of the shares of Common Stock offered by this Reoffer Prospectus.
See “Plan of Distribution” beginning on page 12 for more information about how the Selling Stockholders may
sell or dispose of the shares of Common Stock covered by this Reoffer Prospectus.
Before
their sale under this Reoffer Prospectus, the shares of Common Stock covered by this Reoffer Prospectus are “control securities”
or “restricted securities,” within the meaning of Instruction C to Form S-8 under the Securities Act. This Reoffer Prospectus
has been prepared for the purposes of registering the shares of Common Stock under the Securities Act to allow for future sales
by the Selling Stockholders on a continuous or delayed basis to the public without restriction.
Our
Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MBOT.” On July 18,
2025, the closing price of our Common Stock was $2.47 per share.
Investing
in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or supplements
to this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is July 21, 2025.
Table
of Contents
| |
Page |
| |
|
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
1 |
| PROSPECTUS SUMMARY |
1 |
| RISK FACTORS |
6 |
| DETERMINATION OF OFFERING PRICE |
6 |
| USE OF PROCEEDS |
6 |
| SELLING STOCKHOLDERS |
6 |
| PLAN OF DISTRIBUTION |
12 |
| INFORMATION INCORPORATED BY REFERENCE |
13 |
| LEGAL MATTERS |
13 |
| EXPERTS |
13 |
| WHERE YOU CAN FIND MORE INFORMATION |
13 |
Neither
we nor the Selling Stockholders have authorized anyone to provide any information or to make any representations other than those contained
in this Reoffer Prospectus or any accompanying prospectus supplement that we have prepared. We and the Selling Stockholders take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. This Reoffer Prospectus is
an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No
dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Reoffer Prospectus
or any applicable prospectus supplement. This Reoffer Prospectus is not an offer to sell securities, and it is not soliciting an offer
to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
this Reoffer Prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless
of the time of delivery of this Reoffer Prospectus or any applicable prospectus supplement, or any sale of a security. Our business,
financial condition, results of operations and prospects may have changed since those dates.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Reoffer Prospectus and any prospectus supplement contain certain statements that constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “could,” “would,” “project,”
“plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify
forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this Reoffer Prospectus,
particularly in the section titled “Risk Factors” and include statements regarding the intent, belief or current expectations
of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various factors.
Because
forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should
not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we
do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this Reoffer Prospectus,
whether as a result of any new information, future events or otherwise.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of such statements, and although we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently
uncertain and investors are cautioned not to unduly rely upon these statements.
PROSPECTUS
SUMMARY
This
summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary,
it does not contain all of the information that you should consider before investing in shares of our securities and it is qualified
in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before
you decide to invest in our securities, you should read the entire prospectus carefully, including “Risk Factors” beginning
on page 6, and the consolidated financial statements and related notes and the other information included in this prospectus.
Overview
We
are a pre-commercial, clinical-stage medical device company specializing in the research, design and development of next generation robotic
endoluminal surgery devices targeting the minimally invasive surgery space. We are primarily focused on leveraging our robotic technologies
with the goal of redefining surgical robotics while improving surgical outcomes for patients.
Using
our LIBERTY® technological platform, we are developing the first ever fully disposable robot for various endovascular
interventional procedures. The LIBERTY® Endovascular Robotic Surgical System is designed to maneuver guidewires and
over-the-wire devices (such as microcatheters) within the body’s vasculature. It is intended for the remote delivery and manipulation
of guidewires and catheters, and remote manipulation of guide catheters to facilitate navigation to anatomical targets in the peripheral
vasculature. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated
staff.
ATM
Offering
On
June 10, 2021, we entered into an At-the-Market Offering Agreement, as amended on July 1, 2024 (the “ATM Agreement”) with
Wainwright as sales agent, in connection with an “at the market offering” under which we may offer and sell, from time to
time in our sole discretion, shares of our common stock having an aggregate offering price of up to $4,819,905 at market prices or as
otherwise agreed with Wainwright. The compensation to Wainwright for sales of the shares is a placement fee of 3.0% of the gross sales
price of the shares of common stock sold pursuant to the ATM Agreement.
In
connection with entering into the ATM Agreement, on July 1, 2024, we filed with the SEC a prospectus supplement relating to the offer,
issuance and sale of up to $4,819,905 of our shares of common stock pursuant to the ATM Agreement.
Through
January 7, 2025, we issued and sold an aggregate of 4,276,486 shares of our common stock pursuant to the ATM Agreement, for total gross
proceeds of $4,819,278 before deducting aggregate placement fees of $144,578. Accordingly, we are no longer selling any further shares
of our common stock under the ATM Agreement.
510(k)
Premarket Notification Submission
On
December 10, 2024, we announced that we submitted a 510(k) premarket notification to the U.S. Food and Drug Administration (FDA) for
our LIBERTY® Endovascular Robotic System. The 510(k) submission follows the successful completion of our multi-center,
single-arm, trial to evaluate the performance and safety of LIBERTY® in human subjects undergoing Peripheral Vascular
Interventions.
We
anticipate FDA marketing clearance during the third quarter of 2025, with U.S. commercialization activities expected to commence after
the clearance.
Israel-Hamas
War
On
October 7, 2023, the State of Israel, where our research and development and other operations are primarily based, suffered a surprise
attack by hostile forces from Gaza, which led to Israeli military operation at first in Gaza and then in Lebanon. These military operations
and related activities, such as the recent collapse of the Assad regime in Syria and Israel’s subsequent military operations in
Syria, the recent escalation of military operations by and against the Houthis in Yemen and the Iranian regime, are on-going as of the
date of this prospectus, although there have been temporary cease fires in such military operations from time to time.
We
have considered various ongoing risks relating to the military operations and related matters, including:
| |
● |
That
some of our Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially
active, as instructed by the relevant authorities; and |
| |
|
|
| |
● |
A
slowdown in the number of international flights in and out of Israel. |
We
are closely monitoring how the military operations and related activities could adversely affect our anticipated milestones and our Israel-based
activities to support future clinical and regulatory milestones, including our ability to import materials that are required to construct
the Company’s devices and to ship them outside of Israel. As of the date of this prospectus, we have determined that there have
not been any materially adverse effects on our business or operations, but we continue to monitor the situation, as any collapse of a
cease-fire with any nation or group hostile to Israel from time to time or any future escalation or change could result in a material
adverse effect on the ability of our Israeli office to support the Company’s clinical and regulatory activities. We do not have
any specific contingency plans in the event of any such escalation or change.
Technological
Platforms
LIBERTY® Endovascular
Robotic Surgical System
The
LIBERTY® Endovascular Robotic Surgical System features a unique compact design with the capability to be operated remotely,
reduce radiation exposure and physical strain to the physician, as well as the potential to eliminate the use of multiple consumables
when used with its NovaCross® platform or possibly other guidewire/microcatheter technologies.
The
LIBERTY® Endovascular Robotic Surgical System is designed to maneuver guidewires and over-the-wire devices (such
as microcatheters) within the body’s vasculature. It eliminates the need for extensive capital equipment requiring dedicated Cath-lab
rooms as well as dedicated staff.
We
believe the addressable markets for the LIBERTY® Endovascular Robotic Surgical System in its current version includes
the peripheral interventional radiology market, with future versions expected to include the Interventional Cardiology and Interventional
Neuroradiology markets.
The
unique characteristics of the LIBERTY® Endovascular Robotic Surgical System - compact, mobile, disposable and remotely
controlled – also may open the opportunity of expanding telerobotic interventions to patients with limited access to life-saving
procedures.
The
LIBERTY® Endovascular Robotic Surgical System is being designed to have the following attributes:
| |
● |
Compact
size - Eliminates the need for large capital equipment in dedicated cath-lab rooms with dedicated staff. |
| |
|
|
| |
● |
Fully
disposable - To our knowledge, the first fully disposable, robotic system for endovascular procedures. |
| |
|
|
| |
● |
One
& Done® - Has the potential to be compatible with Microbot’s NitiLoop’s NovaCross® products
or possibly other instruments that combines guidewire and microcatheter into a single device. We are currently evaluating this combination
in different applications. |
| |
|
|
| |
● |
State
of the art maneuverability - Provides linear and rotational control of its guidewire, as well as linear and rotational control of
a guide catheter, and the linear motion for an additional microcatheter (“over the wire”) device. |
| |
|
|
| |
● |
Compatibility
with a wide range of commercially-available guidewires, microcatheters and guide-catheters. |
| |
|
|
| |
● |
Enhanced
operator safety and comfort - Aims to reduce exposure to ionizing radiation and reduce physical strain due to the need for heavy
lead vests otherwise to be worn during procedures. |
| |
|
|
| |
● |
Ease
of use - Its intuitive remote controls aims to simplify advanced procedures while shortening the physician’s learning curve. |
| |
|
|
| |
● |
Telemedicine
capability – May serve as a platform for supporting tele-catheterization, carried out remotely by highly trained specialists.
The Company’s research collaboration with Corewell Health™ has demonstrated the feasibility of using the LIBERTY® Endovascular
Robotic System between separate and remote facilities in a coronary simulation model. The project assesses the feasibility of using
LIBERTY® to perform simulated cardiovascular interventional procedures across two sites within the Corewell Health™
system located 5 miles apart. The telesurgery feature of LIBERTY® is still being evaluated and is not covered
under the Company’s pending 510(k) premarket submission with the U.S. Food and Drug Administration. |
On
August 17, 2020, Microbot announced the successful conclusion of its feasibility animal study using the LIBERTY® Endovascular
Robotic Surgical System. The study met all of its end points with no intraoperative adverse events, which supports Microbot’s objectives
to allow physicians to conduct a catheter-based procedure from outside the catheterization laboratory (cath-lab), avoiding radiation
exposure, physical strain and the risk of cross contamination. The study was performed by two leading physicians in the neuro vascular
and peripheral vascular intervention spaces, and the results demonstrated robust navigation capabilities, intuitive usability and accurate
deployment of embolic agents, most of which was conducted remotely from the cath-lab’s control room.
On
May 3, 2023, we announced that the LIBERTY® Endovascular Robotic Surgical System has surpassed its 100th catheterization
during multiple preclinical studies, with a 95% success rate of reaching pre-determined vascular targets, such as distal branches of
hepatic, gastric, splenic, mesenteric, renal and hypogastric arteries. Moreover, all of the procedures were completed without notable
signs of intraoperative injury.
On
June 29, 2023, we announced the successful completion of a two-day preclinical study held by leading key opinion leaders at a New York-based
research lab, where they performed dozens of catheterizations, including the utilization of the LIBERTY® Endovascular
Robotic Surgical System’s remote operation capabilities, to pre-determined vascular targets, with a 100% success rate of reaching
the intended target with no observable on-site complications.
In
October 2023, we announced the successful initial outcomes from our pivotal preclinical study with the LIBERTY® Endovascular
Robotic Surgical System. The pivotal study was conducted by three leading interventional radiologists that utilized the LIBERTY® Endovascular
Robotic Surgical System to reach a total of 48 animal targets. A total of 6 LIBERTY® Endovascular Robotic Surgical
Systems were used in the study. All 6 LIBERTY® Endovascular Robotic Surgical Systems performed flawlessly, with 100%
usability and technical success. No acute adverse events or complications were visually observed intra-operative. In December 2023, we
announced that the final histopathology and lab report supplements our previous findings, and that the results of the study will support
our Investigational Device Exemption (“IDE”) submission to the FDA to commence human clinical study.
On
August 13, 2024, we announced that we received ISO 13485:2016 certification for our quality management system. Receiving ISO 13485 certification
indicates that a company has developed and implemented robust policies and procedures for the development and manufacture of regulated
medical products. This is a certification ensuring compliance with the Quality Management System (QMS) requirements of the EU Medical
Devices Regulation (MDR 2017/745) and supporting our future CE Mark approval, and to ultimately allow us to market the LIBERTY® Endovascular
Robotic Surgical System in Europe as well as other regions who accept the CE Mark. We anticipate CE Mark approval in the second half
of 2026. However, we can give no assurance that we will meet this or any other projected milestones, if ever. In addition, in view of
the recent revision published by the U.S. Food & Drug Administration (FDA) regarding the quality system management regulation and
its incorporation by reference of the ISO 13485 standard, we believe it will help streamline our transition into this revised FDA regulation.
On
December 10, 2024, we announced that we submitted a 510(k) premarket notification to the U.S. Food and Drug Administration (FDA) for
our LIBERTY® Endovascular Robotic System. The 510(k) submission follows the successful completion of our multi-center,
single-arm, trial to evaluate the performance and safety of LIBERTY® in human subjects undergoing Peripheral Vascular
Interventions.
On
June 9, 2025, the Company announced the continued expansion of its commercial team with the addition of Michael Lytle as the head of
Sales Operations & Analytics, in preparation for the anticipated U.S. launch of the LIBERTY System, which is projected during the
third quarter of 2025. The Company remains engaged with the FDA, with a 510(k) decision with respect to its LIBERTY® Endovascular
Robotic System now expected during the third quarter of 2025. This updated FDA decision timeline remains within the FDA’s original
scheduled review window and is not expected to affect the Company’s planned launch upon clearance.
The
Company entered into an agreement with Emory University, which will allow the parties to evaluate and explore the potential for a future
collaboration in connection with autonomous robotics in endovascular procedures. Under the terms of the agreement, Emory University will
assume the responsibility of exploring the feasibility of integrating the LIBERTY® Endovascular Robotic Surgical
System with an imaging system to create an autonomous robotic system for endovascular procedures.
NovaCross®
On
October 6, 2022, we purchased substantially all of the assets, including intellectual property, devices, components and product related
materials of Nitiloop Ltd., an Israeli limited liability company. The assets include intellectual property and technology in the field
of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter, and the products or potential products
incorporating the technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme”
and “NovaCross BTK” and any enhancements, modifications and improvements.
Corporate
Information
Our
Company was incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate
of Incorporation was restated on February 14, 1992 to change the name of the Company to CytoTherapeutics, Inc. On May 24, 2000, the Certificate
of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On November 28, 2016, C&RD
Israel Ltd., a wholly-owned subsidiary the Company, completed its merger with and into Microbot Medical Ltd., or Microbot Israel, an
Israeli corporation that then owned our assets and operated our current business, with Microbot Israel surviving as a wholly-owned subsidiary
of ours. We refer to this transaction as the “Merger”. On November 28, 2016, in connection with the Merger, we changed our
name from “StemCells, Inc.” to Microbot Medical Inc., and each outstanding share of Microbot Israel capital stock was converted
into the right to receive shares of our common stock. In addition, all outstanding options to purchase the ordinary shares of Microbot
Israel were assumed by us and converted into options to purchase shares of the common stock of Microbot Medical Inc. Prior to the Merger,
we were a biopharmaceutical company that operated in one segment, the research, development, and commercialization of stem cell therapeutics
and related technologies. Substantially all of the material assets relating to the stem cell business were sold on November 29, 2016.
On November 29, 2016, our common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.
Our
principal executive office address is 175 Derby St., Bld. 27, Hingham, MA 02043. Microbot also has an executive office at 6 Hayozma Street,
Yokneam, P.O.B. 242, Israel 2069204. Our telephone number is (781) 875-3605. We maintain an Internet website at www.microbotmedical.com.
The information contained on, connected to or that can be accessed via our website is not part of this prospectus. We have included our
website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free
of charge through the investor relations page of our internet website as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC.
Risk
Factors
Our
operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should
carefully consider the factors described under “Risk Factors” beginning on page 6 of this prospectus, as well as the
other information included elsewhere or incorporated by reference in this prospectus, and the risk factors described under “Part
I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form
10-Q, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus. Any of the foregoing
risk factors could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also adversely affect our business operations.
About
this Offering
This
Reoffer Prospectus relates to the public offering, which is not being underwritten, by the Selling Stockholders listed in this Reoffer
Prospectus, of up to 2,009,697 shares of Common Stock underlying stock options previously granted to the Selling Stockholders as executive
officers or directors, as applicable, of the Company pursuant to the Plan. Subject to the vesting and/or exercise of the shares of Common
Stock offered hereby pursuant to the terms of the relevant award agreements, the Selling Stockholders may from time to time sell, transfer
or otherwise dispose of any or all of the shares of Common Stock covered by this Reoffer Prospectus through underwriters or
dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from
the sale of the shares of Common Stock by the Selling Stockholders. The Selling Stockholders will bear all sales commissions and similar
expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this Reoffer Prospectus,
as well as any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.
RISK
FACTORS
An
investment in our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the
risks described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024,
filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2025, together with all of the other information
appearing in or incorporated by reference into this Reoffer Prospectus. Our business, prospects, financial condition, or operating results
could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The
trading price of our Common Stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.
The risks we have described also include forward-looking statements, and our actual results may differ substantially from those discussed
in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
DETERMINATION
OF OFFERING PRICE
The
Selling Stockholders will determine at what price they may sell the shares of Common Stock offered hereby, and such sales may be made
at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.
USE
OF PROCEEDS
The
shares of Common Stock offered hereby are being registered for the account of the Selling Stockholders named in this Reoffer Prospectus.
All proceeds from the resale of the shares of Common Stock by the Selling Shareholders will go to the Selling Stockholders and we will
not receive any proceeds from such resale.
SELLING
STOCKHOLDERS
The
table below sets forth information concerning the Selling Stockholders. We will not receive any proceeds from the resale of shares by
the Selling Stockholders.
The
table below sets forth, as of July 18, 2025 (the “Determination Date”), the following: (i) the name of each person
who is offering the resale of shares of Common Stock by this Reoffer Prospectus; (ii) the number of shares (and the percentage, if 1%
or more) of Common Stock beneficially owned (determined in the manner described in footnote (1) to the table below) by each person; (iii)
the number of shares that each Selling Stockholder may offer for sale from time to time pursuant to this Reoffer Prospectus, whether
or not such Selling Stockholder has a present intention to do so (described in footnote (2) to the table below); and (iv) the number
of shares (and the percentage, if 1% or more) of Common Stock each person will own after the offering, assuming they sell all of the
shares of Common Stock offered in this Reoffer Prospectus. Unless otherwise indicated, beneficial ownership is direct and, subject to
community property laws where applicable, the Selling Stockholder indicated has sole voting and investment power. To our knowledge, no
shares of Common Stock beneficially owned by any Selling Stockholder have been pledged as security. The address for each Selling Stockholder
listed in the table below is c/o Microbot Medical, Inc. 175 Derby St., Bld. 27, Hingham, MA 02043.
The
Selling Stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date
on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements
of the Securities Act. Information concerning the Selling Stockholders may change from time to time and, if necessary, we will amend
or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of Common Stock that will actually be
held by the Selling Stockholders upon termination of this offering, because the Selling Stockholders may offer some or all of their Common
Stock under the offering contemplated by this prospectus or acquire additional shares of Common Stock. The total number of shares that
may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution”
in this Reoffer Prospectus.
| | |
Common Stock Beneficially Owned
Prior to the Offering(1) | |
|
Common
Stock Being | | |
Common Stock Beneficially Owned
After the Offering(1)(3) | |
| Selling Stockholders | |
Shares | | |
Percentage(4) | |
|
Offered(2) | | |
Shares | | |
Percentage(4) | |
| Harel Gadot | |
| 1,178,927 | (5) | |
| 2.87 | % |
|
| 1,009,567 | | |
| 424,360 | | |
| 1.05 | % |
| Tal Wenderow | |
| 80,248 | (6) | |
| * | % |
|
| 114,426 | | |
| 4,902 | | |
| * | % |
| Prattipati Laxminarain | |
| 86,935 | (7) | |
| * | % |
|
| 114,426 | | |
| 11,589 | | |
| * | % |
| Scott R. Burell | |
| 86,935 | (7) | |
| * | % |
|
| 114,426 | | |
| 11,589 | | |
| * | % |
| Aileen Stockburger | |
| 81,839 | (8) | |
| * | % |
|
| 114,426 | | |
| 6,493 | | |
| * | % |
| Martin J. Madden | |
| 86,935 | (7) | |
| * | % |
|
| 114,426 | | |
| 11,589 | | |
| * | % |
| Simon Sharon | |
| 137,982 | (9) | |
| * | % |
|
| 165,000 | | |
| 24,170 | | |
| * | % |
| Rachel Vaknin | |
| 96,831 | (10) | |
| * | % |
|
| 148,000 | | |
| - | | |
| - | % |
| Juan Diaz-Cartelle | |
| 46,250 | (11) | |
| * | % |
|
| 95,000 | | |
| - | | |
| - | % |
| David J. Wilson | |
| - | | |
| * | % |
|
| 20,000 | | |
| - | | |
| - | % |
*
Less than 1%
| (1) |
Reflects
shares of Common Stock included in the footnote next to the Selling Stockholder’s name that the Selling Stockholder “beneficially
owns,” meaning all shares of Common Stock over which the Selling Stockholder possesses sole or shared voting or investment
power or has right to acquire such power within 60 days of the Determination Date (such as through the exercise of stock options).
Shares subject to options that vest or are exercisable within 60 days of the Determination Date are considered outstanding and beneficially
owned by the Selling Stockholder holding such options for the purpose of computing the ownership and percentage ownership of that
Selling Stockholder, but are not treated as outstanding for the purpose of computing the ownership or percentage ownership of any
other Selling Stockholder. |
| |
|
| (2) |
Reflects
shares of Common Stock offered under this Reoffer Prospectus, which underlie stock options previously granted to the Selling Stockholders
pursuant to the Plan and that vest and/or become exercisable in accordance with the terms of the agreements for such awards. This
includes both shares of Common Stock from previously-granted stock options that are considered “beneficially owned” as
in footnote 1, as well as shares underlying previously-granted stock options that vest and/or become exercisable more than 60 days
after the Determination Date. |
| |
|
| (3) |
Assumes
that all of the shares of Common Stock held by each Selling Stockholder and being offered under this Reoffer Prospectus are sold,
and that no Selling Stockholder will acquire or beneficially own additional shares of Common Stock before the completion of this
offering. |
| |
|
| (4) |
Percentage
of beneficial ownership is based on, as of the Determination Date, 39,991,652 shares of Common Stock issued and outstanding. |
| |
|
| (5) |
Includes
(i) 136,847 shares of our common stock owned by MEDX Ventures Group LLC, and (ii) 1,042,080 shares of our common stock issuable upon
the exercise of options granted to Mr. Gadot. Mr. Gadot is the Chief Executive Officer, Company Group Chairman and majority equity
owner of MEDX Venture Group, LLC and thus may be deemed to share voting and investment power over the shares and options beneficially
owned by this entity. |
| |
|
| (6) |
Includes
80,248 shares of our common stock issuable upon the exercise of options granted. |
| |
|
| (7) |
Includes
86,935 shares of our common stock issuable upon the exercise of options granted. |
| |
|
| (8) |
Includes
81,839 shares of our common stock issuable upon the exercise of options granted. |
| |
|
| (9) |
Includes
137,982 shares of our common stock issuable upon the exercise of options granted. |
| |
|
| (10) |
Includes
96,831 shares of our common stock issuable upon the exercise of options granted. |
| |
|
| (11) |
Includes
46,250 shares of our common stock issuable upon the exercise of options granted |
Material
Relationships with the Selling Stockholders
Executive
Employment Agreements
Harel
Gadot Employment Agreement
The
Company entered into an employment agreement (the “Gadot Agreement”) with Harel Gadot on November 28, 2016, as amended most
recently on January 26, 2022, to serve as the Company’s Chairman of the Board of Directors and Chief Executive Officer, on an indefinite
basis subject to the termination provisions described in the Agreement. The salary is reviewed on an annual basis by the Compensation
Committee of the Company to determine potential increases taking into account such performance metrics and criteria as established by
Mr. Gadot and the Company. For the fiscal year ending December 31, 2025, Mr. Gadot’s annual salary is $556,972.
Effective
as of January 26, 2022, Mr. Gadot shall also be entitled to receive a target annual cash bonus of up to a maximum amount of 75% of base
salary, which maximum amount of $397,837 was paid in 2025 for the 2024 fiscal year. In January 2025, the Compensation Committee
authorized the payment to Mr. Gadot of a special bonus in the amount of approximately $150,000.
Mr.
Gadot shall be further entitled to a monthly automobile allowance and tax gross up on such allowance of $1,150. Upon execution of the
Gadot Agreement, he was granted options to purchase shares of common stock of the Company representing 5% of the issued and outstanding
shares of the Company. Since then, the Compensation Committee of the Board of Directors considers the granting to Mr. Gadot of additional
compensatory options on an annual basis. In February 2024, the Company granted Mr. Gadot an aggregate of 240,000 options (exclusive of
the bonus options described above), of which 80,000 were performance-based options and of which 12,000 vested in accordance with their
terms as of February 5, 2025.
In
the event Mr. Gadot’s employment is terminated as a result of death, Mr. Gadot’s estate would be entitled to receive any
earned annual salary, bonus, reimbursement of business expenses and accrued vacation, if any, that is unpaid up to the date of Mr. Gadot’s
death.
In
the event Mr. Gadot’s employment is terminated as a result of disability, Mr. Gadot would be entitled to receive any earned annual
salary, bonus, reimbursement of business expenses and accrued vacation, if any, incurred up to the date of termination.
In
the event Mr. Gadot’s employment is terminated by the Company for cause, Mr. Gadot would be entitled to receive any compensation
then due and payable incurred up to the date of termination.
In
the event Mr. Gadot’s employment is terminated by the Company without cause, he would be entitled to receive (i) any earned annual
salary; (ii) 12 months’ pay and full benefits, (iii) a pro rata bonus equal to the maximum target bonus for that calendar year;
(iv) the dollar value of unused and accrued vacation days; and (v) applicable premiums (inclusive of premiums for Mr. Gadot’s dependents)
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for twelve (12) months from the date of termination
for any benefits plan sponsored by the Company. In addition, 100% of any unvested portion of his stock options shall immediately vest
and become exercisable.
The
agreement contains customary non-competition and non-solicitation provisions pursuant to which Mr. Gadot agrees not to compete and solicit
with the Company. Mr. Gadot also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Rachel
Vaknin Employment Agreement
The
Company entered into an employment agreement, dated November 22, 2021, amended as of May 15, 2023 and February 5, 2025 (as amended, the
“Vaknin Agreement”), with Ms. Vaknin, to serve as the Company’s Chief Financial Officer, on an indefinite basis subject
to the termination provisions described in the Vaknin Agreement. The salary is reviewed on an annual basis by the Compensation Committee
of the Company to determine potential increases taking into account such performance metrics and criteria as established by the Company.
For the fiscal year ending December 31, 2025, Ms. Vaknin’s annual salary is 720,000 NIS.
Ms.
Vaknin shall also be entitled to receive a target annual cash bonus, based on certain milestones, of up to a maximum amount of 35% (increased
from 25% in February 2024) of her annual salary. For the 2024 fiscal year, Ms. Vaknin received a cash bonus of 210,000 NIS (approximately
$58,000).
Ms.
Vaknin shall be further entitled to a monthly automobile allowance not to exceed NIS 1,000 per month plus expenses and applicable taxes,
and originally was granted options to purchase 20,000 shares of common stock of the Company based on vesting and other terms set forth
in the Vaknin Agreement. Since then, the Compensation Committee of the Board of Directors considers the granting to Ms. Vaknin of additional
compensatory options on an annual basis. In February 2024, the Company granted Ms. Vaknin an aggregate of 52,500 options, of which 17,500
were performance-based options and of which 4,375 vested in accordance with their terms as of February 5, 2025.
Pursuant
to the Vaknin Agreement, the Company shall pay an amount equal to 8.33% of Ms. Vaknin’s salary to be allocated for severance pay,
6.5% of Ms. Vaknin’s salary to be allocated for pension savings and 7.5% to be allocated to an educational fund. The Company may
have additional payment obligations for disability insurance as specified in the Vaknin Agreement.
Either
the Company or Ms. Vaknin may terminate the Vaknin Agreement at its discretion at any time by providing the other party with two months
prior written notice of termination (the “Advance Notice Period”).
The
Company may terminate the Vaknin Agreement “For Cause” (as defined in the Vaknin Agreement) at any time by written notice
without the Advance Notice Period.
The
Vaknin Agreement contains customary non-competition and non-solicit provisions pursuant to which Ms. Vaknin agrees not to compete and
solicit with the Company. Ms. Vaknin also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Simon
Sharon Employment Agreement
The
Company entered into an employment agreement, dated as of March 31, 2018 and amended pursuant to a First Amendment to Employment Agreement
dated as of April 19, 2021, as further amended as of May 15, 2023 and on February 5, 2025 (as so amended, the “Sharon Agreement”),
with Mr. Sharon, to serve as the Company’s Chief Technology Officer and the General Manager of Microbot Israel, on an indefinite
basis subject to the termination provisions described in the Sharon Agreement.
The
salary is reviewed on an annual basis by the Compensation Committee of the Company to determine potential increases taking into account
such performance metrics and criteria as established by the Company.
Pursuant
to the terms of the Sharon Agreement, for the fiscal year ending December 31, 2025, Mr. Sharon’s annual salary is 960,000 NIS.
Mr.
Sharon shall also be entitled to receive a target annual cash bonus, based on certain milestones, of up to a maximum amount of 35% of
him annual salary. For the 2024 fiscal year, Mr. Sharon received a cash bonus of approximately $85,000.
Mr.
Sharon shall be further entitled to a monthly automobile allowance plus a tax gross up to cover taxes relating to the grant of such motor
vehicle, and pursuant to the Sharon Agreement was initially granted options in 2018 to purchase 150,000 shares (pre-stock split) of common
stock of the Company. Since then, the Compensation Committee of the Board of Directors considers the granting to Mr. Sharon of additional
compensatory options on an annual basis. In February 2024, the Company granted Mr. Sharon an aggregate of 52,500 options, of which 17,500
were performance-based options and of which 8,750 vested in accordance with their terms as of February 5, 2025.
Pursuant
to the Sharon Agreement, the Company pays to (unless agreed otherwise by the parties) an insurance company or a pension fund, for Mr.
Sharon, an amount equal to 8.33% of the base salary and overtime payments, which shall be allocated to a fund for severance pay, and
an additional amount equal to 6.5% of the base salary and overtime payments, which shall be allocated to a provident fund or pension
plan. The Company also pays an additional sum for disability insurance to insure Mr. Sharon for up to 75% of base salary and overtime
payments, and 7.5% of each monthly payment to be allocated to an educational fund.
Either
the Company or Mr. Sharon may terminate the Sharon Agreement without cause (as defined in the Sharon Agreement) by providing the other
party with ninety days prior written notice.
The
Company may terminate the Sharon Agreement for cause at any time by written notice without any advance notice.
The
Sharon Agreement contains customary non-competition and non-solicit provisions pursuant to which Mr. Sharon agrees not to compete and
solicit with the Company. Mr. Sharon also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Juan
Diaz-Cartelle Employment Agreement
We
entered into an employment agreement, effective as of December 1, 2023 and as amended on February 5, 2025 (as so amended, the “Diaz-Cartelle
Agreement”), with Dr. Diaz-Cartelle, to serve as Chief Medical Officer on an indefinite basis subject to the termination provisions
described in the Diaz-Cartelle Agreement. Pursuant to the terms of the Agreement, Dr. Diaz-Cartelle shall receive an annual base salary,
which shall be reviewed on an annual basis by the Company’s Compensation Committee, which may provide for increases as it may determine,
taking into account such performance metrics and criteria of Dr. Diaz-Cartelle and the Company in its sole discretion. Pursuant to the
terms of the Diaz-Cartelle Agreement, for the fiscal year ending December 31, 2025, Dr. Diaz-Cartelle’s annual salary is $367,500.
Dr.
Diaz-Cartelle shall also be entitled to receive a target annual cash bonus, based on corporate performance factors established and assessed
by the Compensation Committee, of up to a maximum amount of 35% (up from 30%) of his annual base salary, provided that he is employed
by the Company as of December 31st of the year to which the Target Bonus relates in order to receive the Target Bonus. For the 2024 fiscal
year, Dr. Diaz-Cartelle’s received a cash bonus of approximately $105,000.
Dr.
Diaz-Cartelle was granted 10-year options to purchase 25,000 shares of common stock of the Company pursuant to the Company’s 2020
Omnibus Performance Award Plan, as amended, having an exercise price per share based on the closing price of the Company’s common
stock on the date of grant, and which vests in total over three years. He shall also be entitled to receive additional incentive equity
awards on an annual basis at the discretion of the Compensation Committee, and in February 2024, the Company granted Mr. Diaz-Cartelle
an aggregate of 35,000 options, of which 17,500 were performance-based options and of which 10,500 vested in accordance with their terms
as of February 5, 2025.
Subject
to the terms and conditions of the Agreement, either the Company or Dr. Diaz-Cartelle shall have the right to earlier terminate Dr. Diaz-Cartelle’s
employment at any time for any reason or no reason upon at least one month prior written notice.
The
Company may terminate the Agreement for “Cause” (as defined in the Diaz-Cartelle Agreement) at any time by written notice,
subject to Dr. Diaz-Cartelle’s right to cure as provided in the Diaz-Cartelle Agreement. Upon Dr. Diaz-Cartelle’s termination
of employment for Cause, or if Dr. Diaz-Cartelle shall terminate without Good Reason (as defined below), Dr. Diaz-Cartelle shall forfeit
the right to receive any and all further payments under the Diaz-Cartelle Agreement, other than the right to receive any compensation
then due and payable to him through to the date of termination.
Dr.
Diaz-Cartelle may terminate the Agreement with “Good Reason” (as defined in the Diaz-Cartelle Agreement) at any time by written
notice, subject to the Company’s right to cure as provided in the Diaz-Cartelle Agreement. In the event of the termination of Dr.
Diaz-Cartelle’s employment by the Company without Cause or upon Dr. Diaz-Cartelle’s voluntary termination of his employment
for Good Reason, (i) all amounts of base salary accrued but unpaid as of the termination date shall be paid by the Company within thirty
days following the date of termination, (ii) an amount equal to the base salary on the date of termination for a period of one month
(in the event such termination is on or prior to the one year anniversary of the Diaz-Cartelle Agreement) or two months (in the event
such termination is subsequent to the one year anniversary of the Diaz-Cartelle Agreement) shall be paid by the Company in twelve equal
monthly installments, (iii) the dollar value of unused and accrued vacation days shall be paid by the Company; and (iv) applicable premiums
(inclusive of premiums for his dependents) shall be paid by the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act
of 1986, as amended, for twelve months from the date of termination for any benefits plan sponsored by the Company.
The
Company may terminate the Diaz-Cartelle Agreement as a result of any mental or physical disability or illness which results in (i) Dr.
Diaz-Cartelle being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days
within any period of 365 days or (ii) Dr. Diaz-Cartelle being subject to a permanent or indefinite inability to perform essential functions
based on the reasonable opinion of a qualified medical provider chosen in good faith by the Company. Termination will be effective on
the date designated by the Company, and Dr. Diaz-Cartelle will be paid any unpaid earned base salary, earned target bonus (if any), reimbursement
of business expenses and accrued vacation, if any, and benefits through the date of termination.
The
Diaz-Cartelle Agreement contains customary non-competition and non-solicit provisions pursuant to which Dr. Diaz-Cartelle agrees not
to compete and solicit with the Company. Dr. Diaz-Cartelle also agreed to customary terms regarding non-disparagement, confidentiality
and ownership of intellectual property.
Indemnification
Agreements
The
Company generally enters into indemnification agreements with each of its directors and executive officers. Pursuant to the indemnification
agreements, the Company has agreed to indemnify and hold harmless these current and former directors and officers to the fullest extent
permitted by the Delaware General Corporation Law. The agreements generally cover expenses that a director or officer incurs or amounts
that a director or officer becomes obligated to pay because of any proceeding to which he is made or threatened to be made a party or
participant by reason of his service as a current or former director, officer, employee or agent of the Company, provided that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. The agreements also
provide for the advancement of expenses to the directors and officers subject to specified conditions. There are certain exceptions to
the Company’s obligation to indemnify the directors and officers, and, with certain exceptions, with respect to proceedings that
he initiates.
Limits
on Liability and Indemnification
We
provide directors and officers insurance for our current directors and officers.
Our
certificate of incorporation eliminate the personal liability of our directors to the fullest extent permitted by law. The certificate
of incorporation further provide that the Company will indemnify its officers and directors to the fullest extent permitted by law. We
believe that this indemnification covers at least negligence on the part of the indemnified parties. Insofar as indemnification for liabilities
under the Securities Act may be permitted to our directors, officers, and controlling persons under the foregoing provisions or otherwise,
we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable.
PLAN
OF DISTRIBUTION
The
shares of Common Stock covered by this Reoffer Prospectus are being registered by the Company for the account of the Selling Stockholders.
The shares of Common Stock offered may be sold from time to time directly by or on behalf of each Selling Stockholder in one or more
transactions on Nasdaq or any other stock exchange on which the Common Stock may be listed at the time of sale, in the over-the-counter
market, in privately negotiated transactions, any other method permitted by applicable law or through a combination of such methods,
at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed)
or at negotiated prices. These transactions may include block transactions or crosses. Crosses are transactions in which the same broker
acts as an agent on both sides of the trade. The Selling Stockholders may sell the Common Stock through one or more agents, brokers-dealers
or directly to purchasers. Such broker-dealers may receive compensation in the form of commissions, discounts, or concessions from the
Selling Stockholders and/or purchasers of the Common Stock or both. Such compensation as to a particular broker-dealer may be in excess
of customary commissions. The amount of shares of Common Stock to be reoffered or resold under the Reoffer Prospectus by each Selling
Stockholder and any other person with whom he or she is acting in concert for the purpose of selling Common Stock, may not exceed, during
any three-month period, the amount specified in Rule 144(e) under the Securities Act.
At
the time a particular offering of the Common Stock is made, a prospectus supplement, if required, will be distributed, which will set
forth the name of the Selling Stockholders, the aggregate amount of the Common Stock being offered and the terms of the offering, including,
to the extent required, (1) the name or names of any underwriters, broker-dealers, or agents, (2) any discounts, commissions, and other
terms constituting compensation from the Selling Stockholders, and (3) any discounts, commissions, or concessions allowed or reallowed
to be paid to broker-dealers.
In
connection with their sales, a Selling Stockholder, and any participating broker-dealer may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of Common Stock may be deemed
to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of
the Common Stock. Any commissions or other fees payable to broker-dealers in connection with any sale of the Common Stock will be borne
by the Selling Stockholders or other party selling such shares of Common Stock.
The
Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or
other transfer. There is no assurance that the Selling Stockholders will sell all or a portion of the Common Stock offered hereby under
this Reoffer Prospectus. Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise, or gift the
Common Stock by other means not described in this Reoffer Prospectus. In addition to any Common Stock sold hereunder, Selling Stockholders
may sell Common Stock in compliance with Rule 144 when available. Sales of the Common Stock must be made by the Selling Stockholders
in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. The Selling Stockholders
may agree to indemnify any broker, dealer, or agent that participates in transactions involving sales of the Common Stock against certain
liabilities in connection with the offering of the Common Stock arising under the Securities Act. We have notified the Selling Stockholders
of the need to deliver a copy of this Reoffer Prospectus in connection with any sale of the Common Stock.
The
anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
may apply to resales of shares of Common Stock and activities of the Selling Stockholders, which may limit the timing of purchases and
resales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may
also restrict the ability of any person engaged in the distribution of the Common Stock to engage in passive market-making activities
with respect to the Common Stock. Passive market-making involves transactions in which a market maker acts as both our underwriter and
as a purchaser of shares of Common Stock in the secondary market. All of the foregoing may affect the marketability of the shares of
Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.
Once
sold under the registration statement on Form S-8, of which this Reoffer Prospectus forms a part, the shares of Common Stock will be
freely tradable in the hands of persons other than our affiliates.
INFORMATION
INCORPORATED BY REFERENCE
The
Company hereby incorporates by reference in this Reoffer Prospectus the following:
| |
(a) |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 25, 2025; |
| |
|
|
| |
(b) |
The Company’s Quarterly Report on Form 10-Q for its fiscal quarters ended March 31, 2025, filed with the Commission on May 14, 2025; |
| |
|
|
| |
(c) |
The
Company’s Current Reports on Form 8-K, including any amendments thereto, filed with the Commission on June 9, 2025, June 11, 2025, June 17, 2025, July 17, 2025, April
23, 2025, April 17, 2025, April
15, 2025, April 9, 2025, February
25, 2025, February 12, 2025, February
11, 2025, February 10, 2025, February
7, 2025, January 27, 2025, January
24, 2025, January 10, 2025, January
7, 2025, and January 6, 2025; and |
| |
|
|
| |
(d) |
The
description of the Company’s Common Stock contained in its Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed with the Commission on April 14, 2020, including any amendment or report filed for the purpose of updating such description. |
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the registration statement to which this Reoffer Prospectus relates, which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Reoffer Prospectus and to be a part hereof from the date of filing of such documents.
Any
statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Reoffer Prospectus.
Notwithstanding
the foregoing, no information is incorporated by reference in this Reoffer Prospectus where such information under applicable forms and
regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities
of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed”
under the Exchange Act or is to be incorporated by reference in this Reoffer Prospectus.
LEGAL
MATTERS
The
validity of the shares being offered under this Reoffer Prospectus by us will be passed upon for us by Ruskin Moscou Faltischek, P.C.,
Uniondale, New York.
EXPERTS
The
consolidated financial statements of Microbot Medical Inc. as of December 31, 2024 and 2023, and for each of the two years in the period
ended December 31, 2024, incorporated by reference in this Reoffer Prospectus, have been audited by Brightman Almagor Zohar & Co.,
a Firm in the Deloitte Global Network, an independent registered public accounting firm, as stated in their report. Such consolidated
financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting
and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other
information with the SEC. SEC filings are available at the SEC’s website at http://www.sec.gov.
This
Reoffer Prospectus is only part of a registration statement on Form S-8 that we have filed with the SEC under the Securities Act and
therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration
statement that are excluded from this Reoffer Prospectus, and you should refer to the applicable exhibit or schedule for a complete description
of any statement referring to any contract or other document.
The
registration statement and the documents referred to below under “Incorporation of Certain Information by Reference” are
also available on our website at http://www.microbotmedical.com. We have not incorporated by reference into this Reoffer Prospectus the
information on our website, and you should not consider it to be a part of this prospectus.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents By Reference
The
following documents previously filed with the Commission by Microbot Medical Inc. (“we,” “us,” “our,”
the “Company,” or “Microbot”) are hereby incorporated by reference in this Registration Statement:
| |
(a) |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 25, 2025; |
| |
|
|
| |
(b) |
The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2025, filed with the Commission on May 14, 2025; |
| |
|
|
| |
(c) |
The
Company’s Current Reports on Form 8-K, including any amendments thereto, filed with the Commission on June
9, 2025, June
11, 2025, June
17, 2025, July
17, 2025, April 23, 2025, April
17, 2025, April 15, 2025, April
9, 2025, February 25, 2025, February
12, 2025, February 11, 2025, February
10, 2025, February 7, 2025, January
27, 2025, January 24, 2025, January
10, 2025, January 7, 2025, and January
6, 2025; and |
| |
|
|
| |
(d) |
The
description of the Company’s Common Stock contained in its Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed with the Commission on April 14, 2020, including any amendment or report filed for the purpose of updating such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or subsequent to the effective
date hereof and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished
and not filed in accordance with the rules of the Commission shall not be incorporated by reference into this Registration Statement.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
You
may contact the Company in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to
such documents unless such exhibits are specifically incorporated by reference into the information incorporated by reference into this
Registration Statement). Requests for such information should be directed to:
Microbot
Medical Inc.
175
Derby St., Bld. 27
Hingham,
Massachusetts 02043
Attn:
Corporate Secretary
Phone:
(781) 875-3605
Item
4. Description of Securities
Not
Applicable.
Item
5. Interests of Named Experts and Counsel
Not
Applicable.
Item
6. 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 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
7. Exemption from Registration Claimed
Not
Applicable.
Item
8. Exhibits
| 3.1 |
Restated Certificate of Incorporation of the Company (1) |
| 3.2 |
Certificate of Amendment to the Restated Certificate of Incorporation of the Company (2) |
| 3.3 |
Certificate of Amendment to the Restated Certificate of Incorporation (3) |
| 3.4 |
Certificate of Amendment to the Restated Certificate of Incorporation (4) |
| 3.5 |
Amended and Restated By-Laws of the Company (5) |
| 3.6 |
Certificate of Elimination (6) |
| 3.7 |
Amendment to Section 5 of the Amended and Restated By-Laws of the Company (7). |
| 3.8 |
Amendment to Section 2.5 of the Amended and Restated By-Laws (8) |
| 4.1
|
Microbot Medical Inc. 2020 Omnibus Performance Award Plan, as amended (9) |
| 5.1 |
Opinion of Ruskin Moscou Faltischek, P.C. |
| 23.1 |
Consent of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network |
| 23.2 |
Consent of Ruskin Moscou Faltischek, P.C. (contained in Exhibit 5.1 hereof) |
| 24.1 |
Power of Attorney (included on Signature Page of this Registration Statement) |
| 107 |
Filing Fee Table |
| |
(1) |
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. |
| |
(2) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016. |
| |
(3) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on September 4, 2018. |
| |
(4) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on September 11, 2019. |
| |
(5) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on May 3, 2016. |
| |
(6) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on December 12, 2018. |
| |
(7) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on May 3, 2021. |
| |
(8) |
Incorporated
by reference to the Company’s Current Report on Form 8-K filed on April 14, 2025. |
| |
(9) |
Incorporated
by reference from the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on April 29, 2025. |
Item
9. 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 (the “Securities Act”); |
| |
|
|
| |
(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 20 percent 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) and (a)(1)(ii) 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 (the “Exchange Act”) that are incorporated by reference in the registration
statement;
(2)
That, for the purpose of determining any liability under the Securities Act, 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.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification is against such liabilities (other than the payment by the Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company 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 Securities 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hingham, Massachusetts on the 21st day of July, 2025.
| |
MICROBOT
MEDICAL INC. |
| |
|
|
| |
By |
/s/
Harel Gadot |
| |
|
Harel
Gadot |
| |
|
Chairman,
President and Chief Executive Officer |
KNOW
ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below, severally constitute and appoint Harel Gadot and Rachel
Vaknin, and each of them, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
them and in their names, places, steads, in any and all capacities, to sign this Registration Statement to be filed with the Securities
and Exchange Commission and any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as they might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agent or his or her substitute or substitutes, or any of them, may lawfully do or cause to be done
by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
/s/
Harel Gadot |
|
Chairman,
President and Chief Executive Officer |
|
July
21, 2025 |
| Harel
Gadot |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
/s/
Rachel Vaknin |
|
Chief
Financial Officer |
|
July
21, 2025 |
| Rachel
Vaknin |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| |
|
Director |
|
|
| Tal
Wenderow |
|
|
|
|
| |
|
|
|
|
| /s/
Scott Burell |
|
Director |
|
July
21, 2025 |
| Scott
Burell |
|
|
|
|
| |
|
|
|
|
| /s/
Martin Madden |
|
Director |
|
July
21, 2025 |
| Martin
Madden |
|
|
|
|
| |
|
|
|
|
| /s/
Prattipati Laxminarain |
|
Director |
|
July
21, 2025 |
| Prattipati
Laxminarain |
|
|
|
|
| |
|
|
|
|
| |
|
Director |
|
|
| Aileen
Stockburger |
|
|
|
|
| |
|
|
|
|
| /s/
David J. Wilson |
|
Director |
|
July
21, 2025 |
| David
J. Wilson |
|
|
|
|
