UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information contained below with respect to the New PIOs and the Wainwright PIOs in Item 3.02 is hereby incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On October 6, 2025, the holder (the “Holder”) of 1,324,488 series H preferred investment options (the “Existing POIs”) of Microbot Medical Inc., a Delaware corporation (the “Company”), pursuant to that previously-disclosed inducement agreement with the Company dated September 14, 2025 (the “Letter Agreement”), exercised the Existing PIOs for 1,324,488 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of $2.10 per share, and the Holder received 1,324,488 new series J preferred investment options pursuant to the terms of the Letter Agreement (the “New PIOs”). This is the third and last exercise of the remaining preferred investment options subject to the Letter Agreement to be exercised in one or more closings on or before October 15, 2025 (the “Third Closing”).
The Company issued the New PIOs, and 66,224 preferred investment options (the “Wainwright PIOs”) to H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to the Company’s May 29, 2024 engagement letter with Wainwright, as amended, pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) thereof. Neither the issuance of the New PIOs, Wainwright PIOs nor the share underlying the New PIOs and Wainwright PIOs have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New PIOs and Wainwright PIOs under Item 1.01 of the Company’s Form 8-K filed with the Securities and Exchange Commission on September 16, 2025 is incorporated by reference herein.
The resale of the shares of the Common Stock issuable upon exercise of the Existing PIOs are registered pursuant to the post-effective amendment on Form S-3 to registration statement on Form S-1 (File No. 333-284688) declared effective by the SEC on April 2, 2025.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 8.01. Other Events.
On October 7, 2025, the Company issued a press release announcing the Third Closing. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Series J Preferred Investment Option(1) | |
| 4.2 | Form of Wainwright PIO(1) | |
| 10.1 | Form of Letter Agreement(1) | |
| 99.1 | Press release dated October 7, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 16, 2025. |
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: October 7, 2025