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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2025
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-19871 |
|
94-3078125 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
175
Derby St., Bld. 27
Hingham,
MA 02043
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 875-3605
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
MBOT |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02. Unregistered Sales of Equity Securities.
From
July 29, 2025 through August 1, 2025, Microbot Medical Inc. (the “Company”) issued an aggregate of 4,344,286 shares of its
common stock, par value $0.01 per share (the “Shares”), upon the exercise of outstanding Series G preferred investment options
(the “Series G Options”), by the holders of the Series G Options. The exercise price per share of the Series G Options was
$1.75, generating gross proceeds to the Company, before deducting placement agent fees and expenses, of approximately $7.6 million.
The
Shares were issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, as transactions
by an issuer not involving any public offering.
Each
of the Shares underlying the Series G Options were registered by the Company for resale on a Registration Statement on Form S-3 (Registration
No.: 333-284688) on behalf of the holders of the Series G Options.
Item
7.01 Regulation FD Disclosure.
On
August 5, 2025, the Company issued a press release announcing that it has been approved to receive a non-dilutive grant from the Israel
Innovation Authority (“IIA”) in the amount of NIS 2.15 Million, to enhance the Company’s operational capabilities.
The
press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information
in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be
deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1.
Item
8.01 Other Events.
The
Company has been approved to receive a non-dilutive grant from the IIA, in the amount of NIS 2.15 Million, to enhance the Company’s
operational capabilities. The terms of the grant are similar to the terms of previous grants by the IIA to the Company.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
MICROBOT
MEDICAL INC. |
| |
|
| |
By: |
/s/
Harel Gadot |
| |
Name: |
Harel
Gadot |
| |
Title: |
Chief
Executive Officer, President and Chairman |
Date:
August 5, 2025
