As
filed with the Securities and Exchange Commission on January 12, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MICROBOT
MEDICAL INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
2836 |
|
94-3078125 |
(State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
288
Grove Street, Suite 388
Braintree,
MA 02184
(781)
875-3605
(Address,
including zip code and telephone number, including area code, of registrant’s principal executive offices)
Harel
Gadot
Chief
Executive Officer, President and Chairman
288
Grove Street, Suite 388
Braintree,
MA 02184
(781)
875-3605
(Name,
address, including zip code and telephone number, including area code, of agent for service)
Copies
to:
Stephen
E. Fox, Esq.
Ruskin
Moscou Faltischek, PC
1425
RXR Plaza
15th
Floor, East Tower
Uniondale,
NY 11556
(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.
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, as amended (the “Securities Act”), 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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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 ☐ |
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. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated January 12, 2024
PRELIMINARY
PROSPECTUS
1,769,966
Shares of Common Stock
This
prospectus relates to the sale or other disposition from time to time of up to 1,769,966 shares of our common stock, $0.01 par value
per share, representing shares issuable upon the exercise of outstanding preferred investment options held by the selling stockholders
named in this prospectus, including their transferees, pledgees, donees or successors. We are not selling any shares of common stock
under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.
The
selling stockholders may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different
ways and at varying prices. We provide more information about how the selling stockholders may sell or otherwise dispose of their shares
of common stock in the section entitled “Plan of Distribution” beginning on page 52. The selling stockholders will pay all
brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses)
relating to the registration of the shares with the Securities and Exchange Commission. No underwriter or other person has been engaged
to facilitate the sale of shares of our common stock in this offering.
Our
common stock is listed on the Nasdaq Capital Market under the ticker symbol “MBOT.” On January 11, 2024, the last
reported closing price of our common stock on the Nasdaq Capital Market was $1.40.
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 11 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
, 2024.
Table
of Contents
ABOUT
THIS PROSPECTUS
You
should rely only on the information that we have provided or incorporated by reference in this prospectus and any prospectus supplement
that we may authorize to be provided to you. We have not, and the selling stockholders have not, authorized anyone to provide you with
different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained
in this prospectus or any prospectus supplement that we may authorize to be provided to you. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the information in this prospectus and any prospectus supplement
is accurate only as of the date on the cover of the document and that any information we have incorporated by reference is accurate only
as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement
or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
We
urge you to carefully read this prospectus and any prospectus supplement, together with the information incorporated herein by reference
as described under the heading “Where You Can Find More Information” and “Incorporation of Documents by Reference.”
Unless
the context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” the “Company”
and “Microbot” refer to Microbot Medical Inc., including our directly and indirectly wholly owned subsidiary. Unless the
context otherwise requires, the historical business, financial statements and operations of Microbot include Microbot Medical Ltd., an
Israeli corporation (“Microbot Israel”) which became a wholly-owned subsidiary of the Company on November 28, 2016.
We
own or have rights to various U.S. federal trademark registrations and applications, and unregistered trademarks and servicemarks, including
LIBERTY®. All other trade names, trademarks and service marks appearing in this prospectus are the property of their respective
owners. We have assumed that the reader understands that all such terms are source-indicating. Accordingly, such terms, when first mentioned
in this prospectus, appear with the trade name, trademark or service mark notice and then throughout the remainder of this prospectus
without trade name, trademark or service mark notices for convenience only and should not be construed as being used in a descriptive
or generic sense.
RISK
FACTOR SUMMARY
The
following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough
discussion of these and other risks are listed under the section entitled “Risk Factors” commencing on page 11.
Risks
Relating to Microbot’s Financial Position and Need for Additional Capital
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There
is substantial doubt regarding on our ability to continue as a going concern. |
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We
are subject to litigation, which may divert management’s attention and, in the event
of an adverse judgment or settlement for some or all of the $6,750,000 being litigated, will
have a material adverse effect on our financial condition and our ability to continue our
operations. |
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Microbot
has had no revenue and has incurred significant operating losses since inception and is expected
to continue to incur significant operating losses for the foreseeable future. The Company
may never become profitable or, if achieved, be able to sustain profitability. |
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Microbot
has a limited operating history outside of being a research and development-stage company, which may make it difficult to evaluate
the prospects for the Company’s future viability. |
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Microbot
will need additional funding. If Microbot is unable to raise capital when needed, it could be forced to delay, reduce or eliminate
its product development programs or commercialization efforts. |
Risks
Relating to the Development and Commercialization of Microbot’s Product Candidates
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● |
Unsuccessful
animal studies, clinical trials or procedures relating to product candidates under development could have a material adverse effect
on Microbot’s prospects. |
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Microbot’s
business depends heavily on the success of its sole lead product candidate, the LIBERTY® Endovascular Robotic
Surgical System. If Microbot is unable to commercialize the LIBERTY® Endovascular Robotic Surgical System, or experiences significant delays in doing so, Microbot’s
business will be materially harmed. |
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The
results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success
of Microbot’s product candidates. |
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Microbot’s
ability to expand its technology platforms for other uses may be limited. |
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At
this time, Microbot does not know the extent of the clinical trial that the FDA will require it to submit in support of its future
marketing applications for its LIBERTY® Endovascular Robotic Surgical System product candidate, which creates uncertainty for Microbot as well as the possibility of increased
product development costs and time to market. |
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Microbot’s technology acquired
from CardioSert and part of its One & DoneTM feature is subject to a buy-back
clause which, if triggered, could cause us to lose rights to the technology. |
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Microbot
will depend upon the ability of third parties, including contract research organizations, collaborative academic groups, future clinical
trial sites and investigators, to conduct or to assist the Company in conducting clinical trials for its product candidates, if such
trials become necessary. |
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Our
research and development program is dependent on the availability of certain components from suppliers, the delay in delivery of
which could materially adversely affect our ability to submit our IDE application with the U.S. FDA in the timeframe currently expected. |
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If
the commercial opportunity for the LIBERTY® Endovascular Robotic Surgical System and any other commercial products that may be developed by Microbot is smaller than Microbot
anticipates, Microbot’s future revenue from the LIBERTY® Endovascular Robotic Surgical System and such other products will be adversely affected and Microbot’s
business will suffer. |
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Customers
will be unlikely to buy the LIBERTY® Endovascular Robotic Surgical System or any other product candidates unless Microbot can demonstrate that they can be produced for
sale to consumers at attractive prices. |
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Microbot
has relied on, and intends to continue to rely on, third-party manufacturers to produce its product candidates. |
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If
Microbot’s product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot
will not be commercially successful. |
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Microbot
may be subject to penalties and may be precluded from marketing its product candidates if Microbot fails to comply with extensive
governmental regulations. |
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If
Microbot is not able to both obtain and maintain adequate levels of third-party reimbursement for procedures involving its product
candidates after they are approved for marketing and launched commercially, it would have a material adverse effect on Microbot’s
business. |
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Clinical
outcome studies for the LIBERTY® Endovascular Robotic Surgical System may not provide sufficient data to make Microbot’s product candidates the standard of care. |
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Microbot
products may in the future be subject to mandatory product recalls that could harm its reputation, business and financial results. |
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If
Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to Medical
Device Reporting regulations, which can result in voluntary corrective actions or agency enforcement actions. |
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Microbot
could be exposed to significant liability claims if Microbot is unable to obtain insurance at acceptable costs and adequate levels
or otherwise protect itself against potential product liability claims. |
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If
Microbot fails to retain certain of its key personnel and attract and retain additional qualified personnel, Microbot might not be
able to pursue its growth strategy effectively. |
Risks
Relating to International Business
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If
Microbot fails to obtain regulatory clearances in other countries for its product candidates under development, Microbot will not
be able to commercialize these product candidates in those countries. |
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Microbot
operations in international markets involve inherent risks that Microbot may not be able to control. |
Risks
Relating to Microbot’s Intellectual Property
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Microbot
may not meet its product candidates’ development and commercialization objectives in a timely manner or at all. |
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Intellectual
property litigation and infringement claims could cause Microbot to incur significant expenses or prevent Microbot from selling certain
of its product candidates. |
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If
Microbot or TRDF are unable to protect the patents or other proprietary rights relating to Microbot’s product candidates, or
if Microbot infringes on the patents or other proprietary rights of others, Microbot’s competitiveness and business prospects
may be materially damaged. |
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Dependence
on patent and other proprietary rights and failing to protect such rights or to be successful
in litigation related to such rights may result in Microbot’s payment of significant
monetary damages or impact offerings in its product portfolios. |
Risks
Relating to Operations in Israel
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Existing
and historical risks relating to our operations in Israel are being exacerbated by the current military actions and operations, and
related activities, that commenced with the surprise attack on the State of Israel on October 7, 2023. |
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Microbot
has facilities located in Israel, and therefore, political conditions in Israel may affect Microbot’s operations and results. |
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Political
relations could limit Microbot’s ability to sell or buy internationally. |
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Israel’s
economy may become unstable. |
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Exchange
rate fluctuations between the U.S. dollar and the NIS currencies may negatively affect Microbot’s operating costs. |
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Funding
and other benefits provided by Israeli government programs may be terminated or reduced in the future and the terms of such funding
may have a significant impact on future corporate decisions. |
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Some
of Microbot’s employees are obligated to perform military reserve duty in Israel. |
General
Risks
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The
issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing stockholders. |
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 11, and the consolidated financial statements and related notes and the other information included in or incorporated by reference
into this prospectus.
Overview
Microbot
is a pre-clinical medical device company specializing in the research, design and development of next generation robotic endoluminal
surgery devices targeting the minimally invasive surgery space. Microbot is primarily focused on leveraging its robotic technologies
with the goal of redefining surgical robotics while improving surgical outcomes for patients.
Using
our LIBERTY® Endovascular Robotic Surgical System, we are developing the first ever fully disposable robot for
various endovascular interventional procedures.
Recent
Developments
Preferred
Investment Option Inducement Transaction
The
Company entered into a Preferred Investment Option Exercise and Inducement Letter on December 29, 2023 (the “Inducement Letter”)
with certain selling stockholders (the “Stockholders”), the registered holders of existing (i) Series A preferred investment
options to purchase shares of the Company’s Common Stock at an exercise price of $2.20 per share, issued on October 25, 2022, as
amended on May 24, 2023, (ii) Series C preferred investment options to purchase shares of the Company’s Common Stock at an exercise
price of $2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options to purchase shares of the Company’s
Common Stock at an exercise price of $3.19 per share issued on June 26, 2023 (the “Existing Investment Options”), pursuant
to which the Stockholders agreed to exercise for cash their Existing Investment Options to purchase an aggregate of 1,685,682 shares
of the Company’s Common Stock, at a reduced exercised price of $1.62 per share, in consideration for the Company’s agreement
to issue new preferred investment option (the “Inducement Investment Option”) to purchase up to an aggregate of 1,685,682
shares of the Company’s Common Stock at an exercise price of $1.50 per share. The Inducement Investment Options will be immediately
exercisable from the date of issuance until 5.5 years following the date of issuance. No other changes to the Existing Investment Options
were made.
Appointment
of Dr. Juan Diaz-Cartelle as CMO
On
December 1, 2023, Dr. Juan Diaz-Cartelle commenced as our new Chief Medical Officer. As CMO, Dr. Diaz-Cartelle will lead the development
and execution of the clinical strategy of the Company, including its planned clinical trials for the LIBERTY Endovascular Robotic Surgical
System in the U.S., our medical affairs activity, and will be an integral part of the team leading our regulatory process with the FDA
and commercial efforts.
Core-Business
Focus Program
On
May 15, 2023, the Board of Directors of the Company authorized, and the Company commenced, a core-business focus program while the Company
seeks to raise additional capital to continue development of the LIBERTY® Endovascular Robotic Surgical System. This core-business focus program includes
the cessation of research and development activities not related to the LIBERTY® Endovascular Robotic Surgical System, including terminating the Company’s agreement with
CardioSert for that technology, and returning intellectual property relating to the SCS (ViRob) and TipCat to Technion Research and Development
Foundation.
Cost
Reduction Plan
In
addition to the core-business focus program described above, the Board of Directors of the Company authorized, and the Company commenced,
a cost reduction plan while the Company seeks to raise additional capital to continue development of the LIBERTY Endovascular Robotic
Surgical System.
In
May and June 2023 and in January 2024, we raised sufficient capital that, together with the savings from the cost reduction plan, has
enabled us to continue our operations through approximately June 2024, including completion of the V&V study, perform the GLP study
and submit the IDE to the US Food & Drug Administration. We also, as of November 1, 2023, recommenced paying Rachel Vaknin,
our CFO, and Simon Sharon, our CTO and General Manager, their regular salaries and benefits that were previously reduced as a result
of the cost reduction plan, and as of January 1, 2024, recommenced paying Harel Gadot, our CEO, and the independent directors
of our Board their regular salaries and benefits, or fees as the case may be, that were previously reduced as a result of the cost reduction
plan. We continue to seek new sources of capital to stabilize our finances and provide operating runway subsequent to June 2024. In the
event the Company is not successful in raising additional capital by June 2024, or if the results of the V&V study and first-in-human
trials are not promising, the Company may be forced to take more drastic actions to conserve capital or shut down operations entirely.
First-In-Human
Clinical Cases
Subject
to the completion of the V&V process, of which certain phases have been completed but others are ongoing and may be subject to delays
indirectly caused by the Israel-Hamas war described below, we plan on submitting the IDE application to the U.S. Food and Drug Administration
in the first quarter of 2024, in order to commence a pivotal clinical trial in humans. In addition, we are considering secondary options
and contingencies in the event the IDE application is delayed. After initially considering potential First-In-Human cases in Brazil,
by engaging with interventional radiologist Prof. Francisco Cesar Carnevale from University of Sao Paulo Medical School Hospital, we
determined that first-in-human clinical trials in Brazil have similar requirements as in the United States. Furthermore, we are still
in the process of evaluating the potential of utilizing Greece as an option to carry our First-In Human Cases. However, although we believe
Brazil and Greece remain strategically important for commercialization of our LIBERTY® Endovascular Robotic Surgical
System, we decided not to pursue First-In-Human trials or cases outside of the United States at this time to avoid conflict with
our FDA submission process.
Israel-Hamas
War
On
October 7, 2023, the State of Israel, where the Company’s research and development and other operations are primarily based, suffered
a surprise attack by hostile forces from Gaza, which led to the declaration by Israel of the “Iron Swords” military operation.
This military operation and related activities are on-going as of the date of this prospectus.
The
Company has considered various ongoing risks relating to the military operation and related matters, including:
| ● | That
some of the Company’s 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. |
The
Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and
its Israel-based activities to support future clinical and regulatory milestones, including the Company’s 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, the
Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor
the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli
office to support the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in
the event of any such escalation or change.
Technological
Platforms
LIBERTY®
On
January 13, 2020, Microbot unveiled what it believes is the world’s first fully disposable robotic system for use in endovascular
interventional procedures, such as cardiovascular, peripheral and neurovascular. 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, reduce the risk of cross contamination, 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 addressable markets for the LIBERTY® Endovascular Robotic Surgical System are the Interventional Cardiology,
Interventional Radiology and Interventional Neuroradiology markets.
The
unique characteristics of the LIBERTY® Endovascular Robotic Surgical System – compact, mobile, disposable
and remotely controlled - open the opportunity of expanding telerobotic interventions to patients with limited access to life-saving
procedures, such as mechanical thrombectomy in ischemic stroke.
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 and only fully disposable, robotic system for endovascular
procedures. |
| ● | One
& Done® – Can be made compatible with Microbot’s NitiLoop’s NovaCross
products or possibly other guidewire/microcatheter technologies, that combines guidewire
and microcatheter into a single device. |
| ● | State
of the art maneuverability - Provides linear, rotational and tip control of its guidewire,
as well as linear motion for an additional “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 the
need for heavy lead vests otherwise to be worn during procedures, as well as reducing the
exposure to Hospital Acquired Infections (HAI). |
| ● | Ease
of use - The intuitive remote controls aims to simplify advanced procedures while
shortening the physician’s learning curve. |
| ● | Telemedicine
compatible - Capable of supporting tele-catheterization, carried out remotely by highly trained
specialists. |
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
December 22, 2021, we entered into a strategic collaboration agreement for technology co-development with Stryker Corporation, acting
through its Neurovascular Division. Pursuant to the agreement, the collaborative development program between Stryker and us aims to integrate
certain of Stryker’s instruments with the LIBERTY® Endovascular Robotic Surgical System to address certain
neurovascular procedures. The activities contemplated by the Agreement shall be specified in one or more development plans derived from
the terms and conditions set forth in the Agreement. We are still determining scheduling to move the collaboration forward.
In
December 2021, we achieved design freeze of the LIBERTY® Endovascular Robotic Surgical System.
In
the first quarter of 2022, we filed our pre-submission package for the LIBERTY® Endovascular Robotic Surgical System
with the FDA, addressing the regulatory pathway for the LIBERTY Endovascular Robotic Surgical System. On July 22, 2022, the
Company completed a pre-submission process with the FDA regarding the LIBERTY device. Formal feedback from the FDA included a recommendation
to perform a clinical study and a human factors validation study, to support clearance through the 510(k) notification process.
In
September and October 2022, the Company conducted an animal study at an FDA accredited European-based MedTech research laboratory, which
was performed by a team of seasoned Key Opinion Leaders (KOLs) in the endovascular space, using porcine model. During the animal study,
the physicians conducted 63 navigations to the targeted sites using the investigational LIBERTY Endovascular Robotic Surgical System
and performed an equal number of procedures manually. The LIBERTY Endovascular Robotic Surgical System received positive feedback
from participating physicians, and there were no observable immediate intraoperative adverse events, or harm, to the test subjects. The
report from the animal study, which included histopathology data (the microscopic examination of tissue to study the manifestations of
disease), exhibited equivocal results which were identified as related to unusual physiological animal responses in both manual and robotic
test groups. The Company believes the results of the study allow it to move forward and focus on the next phases to ultimately include
a U.S.-based pivotal pre-clinical study. The Company, together with its regulatory experts and consultants, believe a larger sample size
and robust data generated by this study will advance the company’s efforts towards the submission of an Investigational Device
Exemption (IDE) with the U.S. Food and Drug Administration (FDA).
On
May 3, 2023, we announced that the LIBERTY® Endovascular Robotic Surgical System has surpassed its 100th catheterization
during multiple pre-clinical 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 pivotal pre-clinical 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 pre-clinical 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 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 IDE submission to the FDA to commence
human clinical study. Subject to the completion of the verification and validation process which is ongoing but subject to delays
indirectly caused by the Israel-Hamas war described above, we plan on submitting the Investigational Device Exemption application to
the FDA in the first quarter of 2024, in order to commence our pivotal clinical trial in humans.
On
October 24 2023, we announced that we received confirmation for the commencement of the process to support 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. According to the confirmation, we will commence audits for ISO 13485 certification to ensure compliance
with the Quality Management System (QMS) requirements of the EU Medical Devices Regulation (MDR 2017/745), during the first half of 2024.
We had previously taken the first step to advance our European program by engaging with a leading Notified Body, who recently confirmed
dates for conducting the required audits.
NovaCrossTM
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. This technology is also expected to be incorporated
in our One & Done feature.
Other
Technologies and Platforms
During
the second and third quarters of 2023, as a result of our core-business focus program and our cost reduction plan, we ceased research
and development activities relating to the technology we acquired from CardioSert, and with respect to our SCS and TipCat platforms.
As a result, we terminated the Company’s agreement with CardioSert for that technology, and returned intellectual property relating
to the SCS (ViRob) and TipCat to Technion Research and Development Foundation.
Additional
Information
For
additional information related to our business and operations, please refer to the reports incorporated herein by reference, including
our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q for the three months ended
March 31, 2023, June 30, 2023 and September 30, 2023, as described under the caption “Incorporation of Certain Information by Reference”
on page 57 of this prospectus.
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 offices are located at 288 Grove Street, Suite 388, Braintree, MA 02184. Microbot also has an executive office at
6 Hayozma Street, Yoqneam, 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.
THE
OFFERING
This
prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 1,769,966 shares of our common stock,
as follows:
| ● | 1,685,682
shares of our common stock issuable upon the exercise of outstanding series E preferred investment
options expiring in July 2029, at an exercise price per share of $1.50; |
| ● | 84,284
shares of our common stock issuable upon the exercise of outstanding preferred investment
options expiring in July 2029, at an exercise price per share of $2.025. |
Common stock offered by the selling stockholders
| |
| 1,769,966
shares | |
Common stock outstanding before the offering (1) | |
| 13,392,999
shares | |
Common stock to be outstanding after the offering (2) | |
| 15,162,965
shares | |
Nasdaq Capital Market Symbol | |
| MBOT | |
(1)
|
Based
on the number of shares outstanding as of January 11, 2024. |
(2)
|
Assumes
the exercise of all of the 1,769,966 options held by the selling stockholders, the underlying shares of which are being registered
pursuant to the registration statement of which this prospectus forms a part. Does not include the exercise of any other options
or warrants that may be outstanding or issuable. |
Use
of Proceeds
The
1,769,966 shares of common stock issuable upon the exercise of currently outstanding preferred investment options, in each case that
are being offered for resale by the selling stockholders will be sold for the accounts of the selling stockholders named in this prospectus.
As a result, all proceeds from the sales of the such shares of common stock offered for resale hereby will go to the selling stockholders
and we will not receive any proceeds from the resale of those shares of common stock by the selling stockholders.
We
may receive up to a total of approximately $2.7 million in gross proceeds if all of the 1,769,966 preferred investment options are exercised
by the selling stockholders for cash. However, as we are unable to predict the timing or amount of potential exercises of the options,
we have not allocated any proceeds of such exercises to any particular purpose. Accordingly, all such proceeds, if any would be allocated
to working capital. Pursuant to conditions set forth in the options, the options are exercisable under certain circumstances on a cashless
basis, and should a selling stockholder elect to exercise on a cashless basis we will not receive any proceeds from the sale of common
stock issued upon the cashless exercise of the option.
We
will incur all costs associated with this registration statement and prospectus.
Dividend
Policy
We
have never paid dividends on our capital stock and do not anticipate paying any dividends for the foreseeable future.
Risk
Factors
Investing
in our common stock involves a high degree of risk. Please read the information contained under the heading “Risk Factors”
beginning on page 11 of this prospectus and in any subsequent report incorporated by reference herein.
RISK
FACTORS
This
prospectus and the documents incorporated in this prospectus by reference contain forward-looking statements that involve risks and uncertainties.
Our business, operating results, financial performance, and share price may be materially adversely affected by a number of factors,
including but not limited to the following risk factors, any one of which could cause actual results to vary materially from anticipated
results or from those expressed in any forward-looking statements made by us in this prospectus or in other reports, press releases or
other statements issued from time to time. Additional factors that may cause such a difference are set forth elsewhere in this prospectus
or in the documents incorporated in this prospectus by reference. Forward-looking statements speak only as of the date of this report.
We do not undertake any obligation to publicly update any forward-looking statements.
Risks
Relating to Microbot’s Financial Position and Need for Additional Capital
There
is substantial doubt regarding our ability to continue as a going concern.
As
stated elsewhere in this prospectus or in the documents incorporated by reference into this prospectus, including in our Annual report
on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2023, we have not generated any revenues, have sustained losses and have accumulated a significant deficit since our inception. Also,
we estimate that our cash resources are only sufficient to fund our operations for approximately six months from the date of this
prospectus, or through approximately June 2024, as a result of our recently enacted cost reduction plan. As a result, our continued
existence is dependent upon our ability to obtain additional debt or equity financing and to ultimately become a commercially viable
organization. As of September 30, 2023, the Company had unrestricted cash, cash equivalents and marketable securities of approximately
$8,153,000, excluding restricted cash. This does not include the approximately $2.43 million in net proceeds we received in our
warrant reset transaction that closed on January 3, 2024.
Following
this offering, we will need to raise additional capital to fund our operations and continue to support our planned development and commercialization
activities. There can be no assurance that the additional necessary debt or equity financing will be available, or will be available
on terms acceptable to us, in which case we may be unable to meet our obligations or fully implement our business plan, if at all, beyond
such six month period. Additionally, should we be unable to realize our assets and discharge our liabilities in the normal course
of business, the net realizable value of our assets may be materially less than the amounts recorded in our financial statements. As
a result of the foregoing and our current cash position, these conditions raise substantial doubt about Microbot’s ability to continue
as a going concern beyond approximately the next six months, which could adversely affect our ability to raise capital, expand
our business and develop our planned products.
We
are subject to litigation, which may divert management’s attention and, in the event of an adverse judgment or settlement for some
or all of the $6,750,000 being litigated, have a material adverse effect on our financial condition and our ability to continue our operations.
We
are the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay
Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New
York (Index No. 651182/2020). The complaint alleged, among other things, that we breached multiple representations and warranties contained
in the Securities Purchase Agreement (the “SPA”) related to our June 8, 2017 equity financing (the “Financing”),
of which the Plaintiffs participated. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $6.75 million purchase
price with respect to the Financing.
Management
is unable to assess the likelihood that we would be successful in any trial with respect to the SPA or the Financing, having previously
lost another lawsuit with respect to the Financing. Accordingly, no assurance can be given that if we go to trial and ultimately lose,
or if we decide to settle at any time, such an adverse outcome would not be material to our consolidated financial position. Additionally,
in any such case, we will likely be required to use available cash, or the proceeds from future offerings, towards the rescission or
settlement, that we otherwise would have used to build our business and develop our technologies into commercial products. In such event,
we would be required to raise additional capital sooner than we otherwise would, of which we can give no assurance of success, or delay,
curtail or cease the commercialization of some or all of our product candidates.
Microbot
has had no revenue and has incurred significant operating losses since inception and is expected to continue to incur significant operating
losses for the foreseeable future. The Company may never become profitable or, if achieved, be able to sustain profitability.
Microbot
has incurred significant operating losses since its inception and expects to incur significant losses for the foreseeable future as Microbot
continues its preclinical and clinical development programs for its existing product candidates, primarily the LIBERTY® Endovascular
Robotic Surgical System; its research and development of any other future product candidates; and all other work necessary to obtain
regulatory clearances or approvals for its product candidates in the United States and other markets. In the future, Microbot intends
to continue conducting micro-robotics research and development; performing necessary animal and clinical testing; working towards medical
device regulatory compliance; and, if the LIBERTY® Endovascular Robotic Surgical System or other future product
candidates are approved or cleared for commercial distribution, engaging in appropriate sales and marketing activities that, together
with anticipated general and administrative expenses, will likely result in Microbot incurring further significant losses for the foreseeable
future.
Microbot
is a development-stage medical device company and currently generates no revenue from product sales, and may never be able to commercialize
the LIBERTY® Endovascular Robotic Surgical System or other future product candidates. Microbot does not currently
have the required approvals or clearances to market or test in humans the LIBERTY® Endovascular Robotic Surgical System
or any other future product candidates and Microbot may never receive them. Microbot does not anticipate generating significant revenues
until it can successfully develop, commercialize and sell products derived from its product pipeline, of which Microbot can give no assurance.
Even if Microbot or any of its future development partners succeed in commercializing any of its product candidates, Microbot may never
generate revenues significant enough to achieve profitability.
Because
of the numerous risks and uncertainties associated with its product development pipeline and strategy, Microbot cannot accurately predict
when it will achieve profitability, if ever. Failure to become and remain profitable would depress the value of the Company and could
impair its ability to raise capital, which may force the Company to curtail or discontinue its research and development programs and/or
day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis.
Microbot
has a limited operating history outside of being a research and development-stage company, which may make it difficult to evaluate the
prospects for the Company’s future viability.
Microbot
has a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business
and prospects of Microbot must be considered in the light of the potential problems, delays, uncertainties and complications that may
be encountered in connection with a newly established business. The risks include, but are not limited to, the possibility that Microbot
will not be able to develop functional and scalable products, or that although functional and scalable, its products will not be economical
to market; that its competitors hold proprietary rights that may preclude Microbot from marketing such products; that its competitors
market a superior or equivalent product; that Microbot is not able to upgrade and enhance its technologies and products to accommodate
new features and expanded service offerings; or the failure to receive necessary regulatory clearances or approvals for its products.
To successfully introduce and market its products at a profit, Microbot must establish brand name recognition and competitive advantages
for its products. There are no assurances that Microbot can successfully address these challenges. If it is unsuccessful, Microbot and
its business, financial condition and operating results could be materially and adversely affected.
Microbot’s
operations to date have been limited to organizing the company, entering into licensing arrangements to initially obtain rights to its
technologies, developing and securing its technologies, raising capital, developing regulatory and reimbursement strategies for its product
candidates, preparing for pre-clinical and clinical trials of product candidates from time to time and, most recently, commencing pre-commercialization
planning for the LIBERTY® Endovascular Robotic Surgical System. Microbot has not yet demonstrated its ability to
successfully complete development of any product candidate, obtain marketing clearance or approval, manufacture a commercial-scale product
or arrange for a third party to do so on its behalf, or conduct sales and marketing activities necessary for successful product commercialization.
Consequently, any predictions made about Microbot’s future success or viability may not be as accurate as they could be if Microbot
had a longer operating history.
Microbot
will need additional funding. If Microbot is unable to raise capital when needed, it could be forced to delay, reduce or eliminate its
product development programs or commercialization efforts.
To
date, Microbot has funded its operations primarily through offerings of debt and equity securities and grants. Microbot does not know
when, or if, it will generate any revenue, but does not expect to generate significant revenue unless and until it obtains regulatory
clearance or approval of and commercializes one of its current or future product candidates. It is anticipated that the Company will
continue to incur losses for the foreseeable future, and that losses will increase as it continues the development of, and seeks regulatory
review of, its product candidates, and begins to commercialize any approved or cleared products following a successful regulatory review.
Microbot
expects the research and development expenses of the Company to continue to increase substantially in future periods as it conducts pre-clinical
studies in large animals and potentially clinical trials for the LIBERTY® Endovascular Robotic Surgical System,
and especially if it initiates additional research programs for future product candidates. This is the case even with the recent suspension
and termination of the research and development programs relating to the SCS device, One & Done and other programs. In addition,
if the Company obtains marketing clearance or approval for any of its product candidates, it expects to incur significant commercialization
expenses related to product manufacturing, marketing and sales. Microbot may also require additional funds for operations if it loses
its current lawsuit with Empery and Hudson Bay, discussed in great detail elsewhere in this prospectus and in the documents incorporated
by reference into this prospectus. Furthermore, Microbot incurs substantial costs associated with operating as a public company in the
United States. Accordingly, the Company may need to obtain substantial additional funding in connection with its continuing operations
through its projected profitability, of which it can give no assurance of success. If the Company is unable to raise capital when needed
or on attractive terms, it could be forced to delay, reduce or eliminate its research and development programs or any future commercialization
efforts.
The
Company intends to continue to opportunistically strengthen its balance sheet by raising additional funds through equity offerings, including
possibly through its existing but currently suspended At-the-Market offering, or otherwise in order to meet expected future liquidity
needs, including the introduction of the LIBERTY® Endovascular Robotic Surgical System. The Company’s future
capital requirements, generally, will depend on many factors, including:
|
● |
the
timing and outcomes of the product candidates’ regulatory reviews, subsequent approvals or clearances, or other regulatory
actions; |
|
|
|
|
● |
the
final outcome of the Company’s existing lawsuit with Empery and Hudson Bay; |
|
|
|
|
● |
the
costs, design, duration and any potential delays of the clinical trials that could be conducted at the FDA’s request using
Microbot’s product candidates; |
|
|
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|
● |
the
costs of acquiring, licensing or investing in new and existing businesses, product candidates and technologies; |
|
|
|
|
● |
the
costs to maintain, expand and defend the scope of Microbot’s intellectual property portfolio; |
|
|
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|
● |
the
costs to secure or establish sales, marketing and commercial manufacturing capabilities or arrangements with third parties regarding
same; |
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|
● |
the
Company’s need and ability to hire additional management and scientific and medical personnel; and |
|
|
|
|
● |
the
costs to operate as a public company in the United States. |
Risks
Relating to the Development and Commercialization of Microbot’s Product Candidates
Unsuccessful
animal studies, clinical trials or procedures relating to product candidates under development could have a material adverse effect on
Microbot’s prospects.
The
regulatory approval process for new products and new indications for existing products requires extensive data and procedures, including
the development of regulatory and quality standards and, potentially, certain clinical studies. Unfavorable or inconsistent data from
current or future clinical trials or other studies conducted by Microbot or third parties, or perceptions regarding such data, could
adversely affect Microbot’s ability to obtain necessary device clearance or approval and the market’s view of Microbot’s
future prospects.
Failure
to successfully complete the studies or trials in a timely and cost-effective manner could have a material adverse effect on Microbot’s
prospects with respect to the LIBERTY® Endovascular Robotic Surgical System or other product candidates. Because
animal trials, clinical trials and other types of scientific studies are inherently uncertain, there can be no assurance that these trials
or studies will be completed in a timely or cost-effective manner or result in a commercially viable product. Clinical trials or studies
may experience significant setbacks even if earlier preclinical or animal studies have shown promising results. Furthermore, preliminary
results from clinical trials may be contradicted by subsequent clinical analysis. Results from clinical trials may also not be supported
by actual long-term studies or clinical experience. If preliminary clinical results are later contradicted, or if initial results cannot
be supported by actual long-term studies or clinical experience, Microbot’s business could be adversely affected. Clinical trials
also may be suspended or terminated by us, the FDA or other regulatory authorities at any time if it is believed that the trial participants
face unacceptable health risks. The FDA may disagree with our interpretation of the data from our clinical trials, or may find the clinical
trial design, conduct or results inadequate to demonstrate safety and effectiveness of the product candidate. The FDA may also require
additional pre-clinical studies or clinical trials which could further delay approval of our product candidates.
Microbot’s
business depends heavily on the success of its sole lead product candidate, the LIBERTY® Endovascular Robotic Surgical
System. If Microbot is unable to commercialize the LIBERTY® Endovascular Robotic Surgical System, or experiences
significant delays in doing so, Microbot’s business will be materially harmed.
Generally,
after all necessary clinical and performance data supporting the safety and effectiveness of the LIBERTY® Endovascular
Robotic Surgical System, or any other product candidate, are collected, Microbot must still obtain FDA clearance or approval to market
the system and those regulatory processes can take several months to several years to be completed. Therefore, Microbot’s
ability to generate product revenues will not occur for at least the next few years, if at all, and will depend heavily on the successful
commercialization of the LIBERTY® Endovascular Robotic Surgical System, or any of our other product candidates
from time to time. The success of commercializing any of our product candidates, include the LIBERTY® Endovascular
Robotic Surgical System, will depend on a number of factors, including the following:
|
● |
our
ability to obtain additional capital; |
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successful
completion of animal studies and, if necessary, human clinical trials and the collection of sufficient data to demonstrate that the
device is safe and effective for its intended use; |
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receipt
of marketing approvals or clearances from the FDA and other applicable regulatory authorities; |
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establishing
commercial manufacturing arrangements with one or more third parties; |
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obtaining
and maintaining patent and trade secret protections; |
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protecting
Microbot’s rights in its intellectual property portfolio; |
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establishing
sales, marketing and distribution capabilities; |
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generating
commercial sales, if and when approved, whether alone or in collaboration with other entities; |
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acceptance
of our product candidates, if and when commercially launched, by the medical community, patients and third-party payors; |
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effectively
competing with existing and competitive products on the market and any new competing products that may enter the market; and |
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maintaining
quality and an acceptable safety profile of our products following clearance or approval. |
We
recently suspended our research and development programs for all of our product candidates and platforms other than the LIBERTY®
Endovascular Robotic Surgical System as a result of, among other things, some of the above factors, and our short and medium
term success is no longer tied to multiple product candidates but rather just the LIBERTY device. If Microbot does not achieve one or
more of these factors in a timely manner or at all, it could experience significant delays or an inability to successfully commercialize
the LIBERTY® Endovascular Robotic Surgical System or any other product candidate, which would materially harm its
business.
The
results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success of
Microbot’s product candidates.
Microbot
believes that its success will depend in part on its ability to expand its product offerings and continue to improve its existing product
candidates in response to changing technologies, customer demands and competitive pressures. As such, Microbot expects to continue dedicating
significant resources in research and development. The product candidates and services being developed by Microbot may not be technologically
successful. In addition, the length of Microbot’s product candidates and service development cycle may be greater than Microbot
originally expected.
Microbot’s
ability to expand its technology platforms for other uses may be limited.
Microbot
has decided to focus on expanding all of its technology platforms for use in segments of the endovascular, cardiovascular and neurosurgery
markets. Microbot’s ability to expand its technology platforms for use in such markets will be limited by its ability to develop
and/or refine the necessary technology, obtain the necessary regulatory approvals for their use on humans, and the marketing of its products
and otherwise obtaining market acceptance of its product in the United States and in other countries.
At
this time, Microbot does not know the extent of the clinical trial that the FDA will require it to submit in support of its future marketing
applications for the LIBERTY® Endovascular Robotic Surgical System, which creates uncertainty for Microbot as well
as the possibility of increased product development costs and time to market.
Microbot
has identified a predicate device for the LIBERTY® Endovascular Robotic Surgical System, which it intended to use
in its 510(k) application. However, there is no guarantee that the FDA will agree with the Company’s determination or that the
FDA would accept the predicate device that Microbot intends to submit in its 510(k). The FDA also may request additional data in response
to a 510(k) or require Microbot to conduct further testing or compile more data in support of its 510(k). It is unclear at this time
whether and how various activities initiated or announced by the FDA to modernize the U.S. medical device regulatory system could affect
the marketing pathway or timeline for our product candidate, given their nature.
The
FDA requires clinical data to be submitted as part of the LIBERTY® Endovascular Robotic Surgical System marketing
submission, any type of clinical study performed in humans will require the investment of substantial expense, professional resources
and time. In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and effectiveness
of a medical device, a company must, among other things, apply for and obtain Institutional Review Board, or IRB, approval of the proposed
investigation. In addition, the sponsor of the investigation must also submit and obtain FDA approval of an Investigational Device Exemption,
or IDE, application. Microbot may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the United States for
any new devices Microbot intends to market in the United States in the future. Moreover, the timing of the commencement, continuation
and completion of any future clinical trial may be subject to significant delays attributable to various causes, including scheduling
conflicts with participating clinicians and clinical institutions, difficulties in identifying and enrolling patients who meet trial
eligibility criteria, failure of patients to complete the clinical trial, delay in or failure to obtain IRB approval to conduct a clinical
trial at a prospective site, and shortages of supply in the investigational device.
Thus,
the addition of one or more mandatory clinical trials to the development timeline for the LIBERTY® Endovascular Robotic
Surgical System or any other product candidate would significantly increase the costs associated with developing and commercializing
the product and delay the timing of U.S. regulatory authorization. The current uncertainty regarding near-term medical device regulatory
changes by the FDA could further affect our development plans for the LIBERTY® Endovascular Robotic Surgical System
or any other product candidate, depending on their nature, scope and applicability. Microbot and its business, financial condition
and operating results could be materially and adversely affected as a result of any such costs, delays or uncertainty.
Microbot’s
technology acquired from CardioSert and part of its One & DoneTM feature is subject to a buy-back clause which, if triggered,
could cause us to lose rights to the technology.
Pursuant
to the agreement with CardioSert we entered into in January 2018 to acquire its technology, we are required to meet certain commercialization
deadlines or CardioSert may terminate the agreement and buy back the technology for $1.00, subject to certain limited exceptions. One
of the exceptions in the agreement is if “The First Commercial Sale does not occur within 50 months of the Effective Date”
of the contract. 50 months have expired in 2022 and Microbot did not meet the commercialization deadlines.
Our
failure to meet the applicable commercialization deadline could therefore result in the sale back of the technology to CardioSert. In
addition, as a result of our recently enacted core-business focus program and cost reduction plan, we terminated the January 2018 agreement
with CardioSert effective as of August 17, 2023, which could result in the technology being re-acquired by Cardiosert Ltd. for nominal
consideration. Although we have not yet been notified of any such election, and any such sale would materially adversely affect our ability
to develop and commercialize, or materially delay the development and commercialization of, our One & Done feature, as, if and when
we restart that feature with our Nitiloop technology.
Microbot
will depend upon the ability of third parties, including contract research organizations, collaborative academic groups, future clinical
trial sites and investigators, to conduct or to assist the Company in conducting clinical trials for its product candidates, if such
trials become necessary.
As
a development-stage, pre-clinical company, Microbot has no prior experience in designing, initiating, conducting and monitoring human
clinical trials. Microbot will depend upon its ability and/or the ability of future collaborators, contract research organizations, clinical
trial sites and investigators to successfully design, initiate, conduct and monitor such clinical trials.
Failure
by Microbot or by any of these future collaborating parties to timely and effectively initiate, conduct and monitor a future clinical
trial could significantly delay or materially impair Microbot’s ability to complete those clinical trials and/or obtain regulatory
clearance or approval of its product candidates and, consequently, could delay or materially impair its ability to generate revenues
from the commercialization of those products.
Our
research and development program is dependent on the availability of certain components from suppliers, the delay in delivery of which
could materially adversely affect our ability to submit our IDE application with the U.S. FDA in the timeframe currently expected.
Our
research and development program is dependent on the availability of the component parts that we use to manufacture our LIBERTY®
Endovascular Robotic Surgical System and packaging. Our business, therefore, could be adversely impacted by factors affecting
our suppliers (such as the lack of employees due to military actions, a work stoppage or strike by our suppliers’ employees or
the failure of our suppliers to provide materials of the requisite quality).
As
a result of the Israel-Hamas war, we are currently experiencing delays in the supply for certain components from Israeli-based vendors
that are important to complete our V&V process. We cannot determine with any certainty as to whether these shortages will continue
and if so, for how long. Consequently, our operational and development timeline could be adversely affected if we were unable to obtain
these components from our suppliers in the quantities or based on the timeline we require. Although we believe in most cases that we
could identify alternative suppliers, we can give no assurance that our research and development timelines will not be delayed while
we identify and retain replacement suppliers. Accordingly, any material delay in delivery of any component parts or packaging could materially
adversely affect our ability to submit our IDE application with the U.S. FDA.
If
the commercial opportunity for the LIBERTY® Endovascular Robotic Surgical System and any other commercial products
that may be developed by Microbot is smaller than Microbot anticipates, Microbot’s future revenue from the LIBERTY®
Endovascular Robotic Surgical System and such other products will be adversely affected and Microbot’s business will
suffer.
If
the size of the commercial opportunities in any of Microbot’s target markets is smaller than it anticipates, Microbot may not be
able to achieve profitability and growth. It is difficult to predict the penetration, future growth rate or size of the market for Microbot’s
product candidate.
The
commercial success of the LIBERTY® Endovascular Robotic Surgical System or any other product candidates will require
broad acceptance of the devices by the doctors and other medical professionals who specialize in the procedures targeted by each device,
a limited number of whom may be able to influence device selection and purchasing decisions. If Microbot’s technologies are not
broadly accepted and perceived as having significant advantages over existing medical devices, then it will not meet its business objectives.
Such perceptions are likely to be based on a determination by medical facilities and physicians that Microbot’s product candidates
are safe and effective, are cost-effective in comparison to existing devices, and represent acceptable methods of treatment. Microbot
cannot assure that it will be able to establish the relationships and arrangements with medical facilities and physicians necessary to
support the market uptake of its product candidates. In addition, its competitors may develop new technologies for the same markets Microbot
is targeting that are more attractive to medical facilities and physicians. If doctors and other medical professionals do not consider
Microbot product candidates to be suitable for application in the procedures we are targeting and an improvement over the use of existing
or competing products, Microbot’s business goals will not be realized.
Customers
will be unlikely to buy the LIBERTY® Endovascular Robotic Surgical System or any other product candidates unless
Microbot can demonstrate that they can be produced for sale to consumers at attractive prices.
To
date, Microbot has focused primarily on research and development of the LIBERTY® Endovascular Robotic Surgical System
and first generation versions of other current and former product candidates. Consequently, Microbot has no experience in manufacturing
its product candidates, and intends to manufacture its product candidates through third-party manufacturers. Microbot can offer no assurance
that either it or its manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to
meet the quality, price, engineering, design and production standards or production volumes required to successfully mass produce its
commercial products. Even if its manufacturing partners are successful in developing such manufacturing capability and quality processes,
including the assurance of GMP-compliant device manufacturing, there can be no assurance that Microbot can timely meet its product commercialization
schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities
could have a material adverse effect on Microbot’s business and financial results.
The
proposed price of Microbot’s product candidates, once approved for sale, will be dependent on material and other manufacturing
costs. Microbot cannot offer any assurances that its manufacturing partner will be able manufacture its product candidates at a competitive
price or that achieving cost reductions will not cause a reduction in the performance, reliability and longevity of its product candidates.
Microbot
has relied on, and intends to continue to rely on, third-party manufacturers to produce its product candidates.
Microbot
currently relies, and expects to rely for the foreseeable future, on third-party manufacturers to produce and supply its product candidates,
and it expects to rely on third parties to manufacture the commercialized products as well, should they receive the necessary regulatory
clearance or approval. Reliance on third-party manufacturers entails risks to which Microbot would not be subject if Microbot manufactured
its product candidates or future commercial products itself, including:
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limitations
on supply availability resulting from capacity, internal operational problems or scheduling constraints of third parties; |
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potential
regulatory non-compliance or other violations by the third-party manufacturer that could result in quality assurance; |
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the
possible breach of manufacturing agreements by third parties because of various factors beyond Microbot’s control; and |
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the
possible termination or non-renewal of manufacturing agreements by third parties for various reasons beyond Microbot’s control,
at a time that is costly or inconvenient to Microbot. |
If
Microbot is not able to maintain its key manufacturing relationships, Microbot may fail to find replacement manufacturers or develop
its own manufacturing capabilities, which could delay or impair Microbot’s ability to obtain regulatory clearance or approval for
its product candidates and could substantially increase its costs or deplete profit margins, if any. If Microbot does find replacement
manufacturers, Microbot may not be able to enter into agreements with them on terms and conditions favorable to it and there could be
a substantial delay before new facilities could be qualified and registered with the FDA and other foreign regulatory authorities.
If
Microbot’s product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot will
not be commercially successful.
The
LIBERTY® Endovascular Robotic Surgical System and our other product candidates rely on new technologies, and Microbot’s
success will depend on acceptance of these technologies by the medical community as safe, clinically effective, cost effective and a
preferred device as compared to products of its competitors. Microbot does not have long-term data regarding efficacy, safety and clinical
outcomes associated with the use of the LIBERTY® Endovascular Robotic Surgical System or our other product candidates.
Any data that is generated in the future may not be positive or may not support the product candidates’ regulatory dossiers, which
would negatively affect market acceptance and the rate at which its product candidates are adopted. Equally important will be physicians’
perceptions of the safety of Microbot’s product candidates because Microbot’s technologies are relatively new. If, over the
long term, Microbot’s product candidates do not meet surgeons’ expectations as to safety, efficacy and ease of use, they
may not become widely adopted.
Market
acceptance of Microbot’s product candidates will also be affected by other factors, including Microbot’s ability to convince
key opinion leaders to provide recommendations regarding its product candidates; convince distributors that its technologies are attractive
alternatives to existing and competing technologies; supply and service sufficient quantities of products directly or through marketing
alliances; and price products competitively in light of the current macroeconomic environment, which is increasingly price sensitive.
Microbot
may be subject to penalties and may be precluded from marketing its product candidates if Microbot fails to comply with extensive governmental
regulations.
Microbot
believes that its medical device product candidates will be categorized as Class II devices, which typically require a 510(k) or 510(k)
de-novo premarket submission to the FDA. However, the FDA has not made any determination about whether Microbot’s medical product
candidates are Class II medical devices and may disagree with that classification. If the FDA determines that Microbot’s product
candidates should be reclassified as Class III medical devices, Microbot could be precluded from marketing the devices for clinical use
within the United States for months, years or longer, depending on the specifics of the change in classification. Reclassification of
any of Microbot’s product candidates as Class III medical devices could significantly increase Microbot’s regulatory costs,
including the timing and expense associated with required clinical trials and other costs.
The
FDA and non-U.S. regulatory authorities require that Microbot product candidates be manufactured according to rigorous standards. These
regulatory requirements significantly increase Microbot’s production costs, which may prevent Microbot from offering products within
the price range and in quantities necessary to meet market demands. If Microbot or one of its third-party manufacturers changes an approved
manufacturing process, the FDA may need to review the process before it may be used. Failure to comply with applicable pre-market and
post-market regulatory requirements could subject Microbot to enforcement actions, including warning letters, fines, injunctions and
civil penalties, recall or seizure of its products, operating restrictions, partial suspension or total shutdown of its production, and
criminal prosecution.
If
Microbot is not able to both obtain and maintain adequate levels of third-party reimbursement for procedures involving its product candidates
after they are approved for marketing and launched commercially, it would have a material adverse effect on Microbot’s business.
Healthcare
providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental
agencies worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any given case
may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available budget, or
a combination of these factors, and coverage and payment levels are determined at each payor’s discretion. The coverage policies
and reimbursement levels of these third-party payors may impact the decisions of healthcare providers and facilities regarding which
medical products they purchase and the prices they are willing to pay for those products. Microbot cannot assure you that its sales will
not be impeded and its business harmed if third-party payors fail to provide reimbursement for Microbot products that healthcare providers
view as adequate.
In
the United States, Microbot expects that its product candidates, once approved, will be purchased primarily by medical institutions,
which then bill various third-party payors, such as the Centers for Medicare & Medicaid Services, or CMS, which administers the Medicare
program through Medicare Administrative Contractors, and other government health care programs and private insurance plans, for the healthcare
products and services provided to their patients. The process involved in applying for coverage and incremental reimbursement from CMS
is lengthy and expensive. Moreover, many private payors look to CMS in setting their reimbursement policies and amounts. If CMS or other
agencies limit coverage for procedures utilizing Microbot’s products or decrease or limit reimbursement payments for doctors and
hospitals utilizing Microbot’s products, this may affect coverage and reimbursement determinations by many private payors.
If
a procedure involving a medical device is not reimbursed separately by a government or private insurer, then a medical institution would
have to absorb the cost of Microbot’s products as part of the cost of the procedure in which the products are used. At this time,
Microbot does not know the extent to which medical institutions would consider insurers’ payment levels adequate to cover the cost
of its products. Failure by hospitals and surgeons to receive an amount that they consider to be adequate reimbursement for procedures
in which Microbot products are used could deter them from purchasing Microbot products and limit sales growth for those products.
Microbot
has no control over payor decision-making with respect to coverage and payment levels for its medical device product candidates, once
they are approved. Additionally, Microbot expects many payors to continue to explore cost-containment strategies (e.g., comparative and
cost-effectiveness analyses, so-called “pay-for-performance” programs implemented by various public government health care
programs and private third-party payors, and expansion of payment bundling initiatives, and other such methods that shift medical cost
risk to providers) that may potentially impact coverage and/or payment levels for Microbot’s current product candidates or products
Microbot develops in the future.
As
Microbot’s product offerings are used across diverse healthcare settings, they will be affected to varying degrees by the different
payment systems.
Clinical
outcome studies for the LIBERTY® Endovascular Robotic Surgical System may not provide sufficient data to make such
product candidates the standard of care.
Microbot’s
business plan with respect to the LIBERTY® Endovascular Robotic Surgical System relies on the broad adoption by
surgeons of the products for their respective planned applications.
Clinical
studies may not show an advantage in LIBERTY based procedures in a timely manner, or at all, and outcome studies have not been designed
at this time, and may be too large and too costly for Microbot to conduct. Both situations could prevent broad adoption of the LIBERTY®
Endovascular Robotic Surgical System and materially impact Microbot’s business.
Microbot
products may in the future be subject to mandatory product recalls that could harm its reputation, business and financial results.
The
FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of
material deficiencies or defects in design or manufacture that could pose a risk of injury to patients. In the case of the FDA, the authority
to require a recall must be based on an FDA finding that there is a reasonable probability that the device would cause serious injury
or death, although in most cases this mandatory recall authority is not used because manufacturers typically initiate a voluntary recall
when a device violation is discovered. In addition, foreign governmental bodies have the authority to require the recall of Microbot
products in the event of material deficiencies or defects in design or manufacture. Manufacturers may, under their own initiative, recall
a product if any material deficiency in a device is found. A government-mandated or voluntary recall by Microbot or one of its distributors
could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls
of any Microbot products would divert managerial and financial resources and have an adverse effect on Microbot’s financial condition
and results of operations, and any future recall announcements could harm Microbot’s reputation with customers and negatively affect
its sales. In addition, the FDA could take enforcement action, including any of the following sanctions for failing to timely report
a recall to the FDA:
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untitled
letters, warning letters, fines, injunctions, consent decrees and civil penalties; |
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detention
or seizure of Microbot products; |
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operating
restrictions or partial suspension or total shutdown of production; |
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refusing
or delaying requests for 510(k) clearance or premarket approval of new products or modified products; |
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withdrawing
510(k) clearances or other types of regulatory authorizations -that have already been granted; |
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refusing
to grant export approval for Microbot products; or |
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criminal
prosecution. |
If
Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to Medical
Device Reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
Under
FDA regulations, Microbot will be required to report to the FDA any incident in which a marketed medical device product may have caused
or contributed to a death or serious injury or in which a medical device malfunctioned and, if the malfunction were to recur, would likely
cause or contribute to death or serious injury. In addition, all manufacturers placing medical devices in European Union markets are
legally bound to report any serious or potentially serious incidents involving devices they produce or sell to the relevant authority
in whose jurisdiction the incident occurred.
Microbot
anticipates that in the future it is likely that we may experience events that would require reporting to the FDA pursuant to the Medical
Device Reporting (MDR) regulations. Any adverse event involving a Microbot product could result in future voluntary corrective actions,
such as product actions or customer notifications, or agency actions, such as inspection, mandatory recall or other enforcement action.
Any corrective action, whether voluntary or involuntary, as well as defending Microbot in a lawsuit, will require the dedication of our
time and capital, distract management from operating our business, and may harm our reputation and financial results.
Microbot
could be exposed to significant liability claims if Microbot is unable to obtain insurance at acceptable costs and adequate levels or
otherwise protect itself against potential product liability claims.
The
testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product
liability insurance is expensive and may not be available on acceptable terms, if at all. A successful product liability claim or product
recall could inhibit or prevent the successful commercialization of Microbot’s products, cause a significant financial burden on
Microbot, or both, which in any case could have a material adverse effect on Microbot’s business and financial condition.
If
Microbot fails to retain certain of its key personnel and attract and retain additional qualified personnel, Microbot might not be able
to pursue its growth strategy effectively.
Microbot
is dependent on its senior management, in particular Harel Gadot, Microbot’s Chairman, President and Chief Executive Officer, and
Simon Sharon, its General Manager and Chief Technology Officer. Although Microbot believes that its relationship with members of its
senior management is positive, there can be no assurance that the services of any of these individuals will continue to be available
to Microbot in the future. In particular, as part of our cost reduction program, we reduced all executive officers’ salaries by
between 30-50%. Although the salaries of all executives have been reinstated we can give no assurance that any of our executives will
remain with our company in light of such reductions. Microbot’s future success will depend in part on its ability to retain its
management and scientific teams, to identify, hire and retain additional qualified personnel with expertise in research and development
and sales and marketing, and to effectively provide for the succession of senior management, when necessary. Competition for qualified
personnel in the medical device industry is intense and finding and retaining qualified personnel with experience in the industry is
very difficult. Microbot believes that there are only a limited number of individuals with the requisite skills to serve in key positions
at Microbot, particularly in Israel, and it competes for key personnel with other medical equipment and technology companies, as well
as research institutions.
Microbot
does not carry, and does not intend to carry, any key man life insurance policies on any of its existing executive officers.
Risks
Relating to International Business
If
Microbot fails to obtain regulatory clearances in other countries for its product candidates under development, Microbot will not be
able to commercialize these product candidates in those countries.
In
order for Microbot to market its product candidates in countries other than the United States, it must comply with the safety and quality
regulations in such countries.
In
Europe, these regulations, including the requirements for approvals, clearance or grant of Conformité Européenne, or CE,
Certificates of Conformity and the time required for regulatory review, vary from country to country. Failure to obtain regulatory approval,
clearance or CE Certificates of Conformity (or equivalent) in any foreign country in which Microbot plans to market its product candidates
may harm its ability to generate revenue and harm its business. Approval and CE marking procedures vary among countries and can involve
additional product testing and additional administrative review periods. The time required to obtain approval or CE Certificate of Conformity
in other countries might differ from that required to obtain FDA clearance. The regulatory approval or CE marking process in other countries
may include all of the risks detailed above regarding FDA clearance in the United States. Regulatory approval or the CE marking of a
product candidate in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval
or a CE Certificate of Conformity in one country may negatively impact the regulatory process in others. Failure to obtain regulatory
approval or a CE Certificate of Conformity in other countries or any delay or setback in obtaining such approval could have the same
adverse effects described above regarding FDA clearance in the United States.
Although
we engaged with a leading notified body to secure a CE Mark for sales of the LIBERTY® Endovascular Robotic Surgical
System in Europe, it is not yet certain as to when we will secure the CE Mark, and we cannot be certain that we will be successful
in complying with the requirements of the CE Certificate of Conformity and receiving a CE Mark for the LIBERTY® Endovascular
Robotic Surgical System or other product candidates or in continuing to meet the requirements of the Medical Devices Directive in
the European Economic Area (EEA).
Israel’s
Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or MOH, Registrar through
the submission of an application to the Ministry of Health Medical Institutions and Devices Licensing Department, or AMAR. If the application
includes a certificate issued by a competent authority of a “recognized” country, which includes Australia, Canada, the European
Community Member States, Japan or the United States, the registration process is expedited, but is generally still expected to take 6
to 9 months for approval. If certification from a recognized country is not available, the registration process takes significantly longer
and a license is rarely issued under such circumstances, as the MOH may require the presentation of significant additional clinical data.
Once granted, a license (marketing authorization) for a medical device is valid for five years from the date of registration of the device,
except for implants with a life-supporting function, for which the validity is for only two years from the date of registration. Furthermore,
the holder of the license must meet several additional requirements to maintain the license. Microbot cannot be certain that it will
be successful in applying for a license from the MOH for its product candidates.
Microbot
operations in international markets involve inherent risks that Microbot may not be able to control.
Microbot’s
business plan includes the marketing and sale of its proposed product candidates internationally, and specifically in Europe and Israel.
Accordingly, Microbot’s results could be materially and adversely affected by a variety of factors relating to international business
operations that it may or may not be able to control, including:
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adverse
macroeconomic conditions affecting geographies where Microbot intends to do business; |
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closing
of international borders, including as a result of biohazards or pandemics; |
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foreign
currency exchange rates; |
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political
or social unrest or economic instability in a specific country or region; |
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higher
costs of doing business in certain foreign countries; |
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infringement
claims on foreign patents, copyrights or trademark rights; |
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difficulties
in staffing and managing operations across disparate geographic areas; |
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difficulties
associated with enforcing agreements and intellectual property rights through foreign legal systems; |
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trade
protection measures and other regulatory requirements, which affect Microbot’s ability to import or export its product candidates
from or to various countries; |
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adverse
tax consequences; |
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unexpected
changes in legal and regulatory requirements; |
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military
conflict, terrorist activities, natural disasters and medical epidemics; and |
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Microbot’s
ability to recruit and retain channel partners in foreign jurisdictions. |
Microbot’s
financial results may be affected by fluctuations in exchange rates and Microbot’s current currency hedging strategy may not be
sufficient to counter such fluctuations.
Microbot’s
financial statements are denominated in U.S. dollars and the financial results of the Company are denominated in U.S. dollars, while
a significant portion of Microbot’s business is conducted, and a substantial portion of its operating expenses are payable, in
currencies other than the U.S. dollar. Exchange rate fluctuations may have an adverse impact on Microbot’s future revenues or expenses
as presented in the financial statements. Microbot may in the future use financial instruments, such as forward foreign currency contracts,
in its management of foreign currency exposure. These contracts would primarily require Microbot to purchase and sell certain foreign
currencies with or for U.S. dollars at contracted rates. Microbot may be exposed to a credit loss in the event of non-performance by
the counterparties of these contracts. In addition, these financial instruments may not adequately manage Microbot’s foreign currency
exposure. Microbot’s results of operations could be adversely affected if Microbot is unable to successfully manage currency fluctuations
in the future.
Risks
Relating to Microbot’s Intellectual Property
Microbot
may not meet its product candidates’ development and commercialization objectives in a timely manner or at all.
Microbot
has established internal goals, based upon expectations with respect to its technologies, which Microbot has used to assess its progress
toward developing its product candidates. These goals relate to technology and design improvements as well as to dates for achieving
specific development results. If the product candidates exhibit technical defects or are unable to meet cost or performance goals, Microbot’s
commercialization schedule could be delayed and potential purchasers of its initial commercialized products may decline to purchase such
products or may opt to pursue alternative products, which would materially harm its business.
Intellectual
property litigation and infringement claims could cause Microbot to incur significant expenses or prevent Microbot from selling certain
of its product candidates.
The
medical device industry is characterized by extensive intellectual property litigation. From time to time, Microbot might be the subject
of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend
and divert the time and effort of Microbot’s management and operating personnel from other business issues. A successful claim
or claims of patent or other intellectual property infringement against Microbot could result in its payment of significant monetary
damages and/or royalty payments or negatively impact its ability to sell current or future products in the affected category and could
have a material adverse effect on its business, cash flows, financial condition or results of operations.
If
Microbot or TRDF are unable to protect the patents or other proprietary rights relating to Microbot’s product candidates, or if
Microbot infringes on the patents or other proprietary rights of others, Microbot’s competitiveness and business prospects may
be materially damaged.
Microbot’s
success depends on its ability to protect its intellectual property (including its licensed intellectual property) and its proprietary
technologies. Microbot’s commercial success depends in part on its ability to obtain and maintain patent protection and trade secret
protection for its product candidates, proprietary technologies, and their uses, as well as its ability to operate without infringing
upon the proprietary rights of others.
Microbot
currently holds, through licenses or otherwise, an intellectual property portfolio that includes U.S. and international patents and pending
patents, and other patents under development. Microbot intends to continue to seek legal protection, primarily through patents, including
the remaining TRDF licensed patents that relate to the LIBERTY technology, for its proprietary technology. Seeking patent protection
is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any
claims allowed from existing or pending patents will be sufficiently broad or strong to protect its proprietary technology. There is
also no guarantee that any patents Microbot holds, through licenses or otherwise, will not be challenged, invalidated or circumvented,
or that the patent rights granted will provide competitive advantages to Microbot. Microbot’s competitors have developed and may
continue to develop and obtain patents for technologies that are similar or superior to Microbot’s technologies. In addition, the
laws of foreign jurisdictions in which Microbot develops, manufactures or sells its product candidates may not protect Microbot’s
intellectual property rights to the same extent as do the laws of the United States.
Adverse
outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss of Microbot’s
intellectual property rights, subject Microbot to significant liabilities to third parties, require Microbot to seek licenses from third
parties on terms that may not be reasonable or favorable to Microbot, prevent Microbot from manufacturing, importing or selling its product
candidates, or compel Microbot to redesign its product candidates to avoid infringing third parties’ intellectual property. As
a result, Microbot may be required to incur substantial costs to prosecute, enforce or defend its intellectual property rights if they
are challenged. Any of these circumstances could have a material adverse effect on Microbot’s business, financial condition and
resources or results of operations.
Microbot
has the first right, but not the obligation, to control the prosecution, maintenance or enforcement of the remaining licensed patents
from TRDF. However, there may be situations in which Microbot will not have control over the prosecution, maintenance or enforcement
of the patents that Microbot licenses, or may not have sufficient ability to consult and input into the patent prosecution and maintenance
process with respect to such patents. If Microbot does not control the patent prosecution and maintenance process with respect to the
remaining TRDF licensed patents, TRDF may elect to do so but may fail to take the steps that are necessary or desirable in order to obtain,
maintain and enforce the licensed patents.
Microbot’s
ability to develop intellectual property depends in large part on hiring, retaining and motivating highly qualified design and engineering
staff and consultants with the knowledge and technical competence to advance its technology and productivity goals. To protect Microbot’s
trade secrets and proprietary information, Microbot has entered into confidentiality agreements with its employees, as well as with consultants
and other parties. If these agreements prove inadequate or are breached, Microbot’s remedies may not be sufficient to cover its
losses.
Dependence
on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may
result in Microbot’s payment of significant monetary damages or impact offerings in its product portfolios.
Microbot’s
long-term success largely depends on its ability to market technologically competitive product candidates. If Microbot fails to obtain
or maintain adequate intellectual property protection, it may not be able to prevent third parties from using its proprietary technologies
or may lose access to technologies critical to our product candidates. Also, Microbot currently pending or future patent applications
may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.
Furthermore,
Microbot has not filed applications for all of our patents internationally and it may not be able to prevent third parties from using
its proprietary technologies or may lose access to technologies critical to its product candidates in other countries.
Risks
Relating to Operations in Israel
Existing
and historical risks relating to our operations in Israel are being exacerbated by the current military actions and operations, and related
activities, that commenced with the surprise attack on the State of Israel on October 7, 2023.
The
ongoing risks of operating in Israel are being exacerbated as a result of the October 7, 2023 surprise attack by hostile forces from
Gaza, which led to the declaration by Israel of the “Iron Swords” military operation. These include security and economic
risks, risks relating to our ability to sell or buy internationally, risk of economic instability, risk of exchange rate fluctuation
negatively affecting operating costs, and the risk of employees leaving to perform military service. This military operation and related
activities are on-going as of the date of this prospectus.
The
Company has considered various ongoing risks relating
to the military operation and related matters, including:
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That
some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently
only partially active, as instructed by the relevant authorities; and |
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A
slowdown in the number of international flights in and out of Israel. |
The
Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and
its Israel-based activities to support future clinical and regulatory milestones, including the Company’s 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, the
Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor
the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli
office to support the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in
the event of any such escalation or change.
Microbot
has facilities located in Israel, and therefore, political conditions in Israel may affect Microbot’s operations and results.
Microbot
has facilities located in Israel. In addition, one of its seven directors, its General Manager and Chief Technology Officer and its Chief
Financial Officer, as well as substantially all of its research and development team and non-management employees, are residents of Israel.
Accordingly, political, economic and military conditions in Israel will directly or indirectly affect Microbot’s operations and
results. Most recently, for example, the current political situation in Israel where the ruling parties are attempting to implement laws
that essentially allow the parliament to enact laws that are preemptively immune to judicial review could adversely affect our business
and results of operations. In addition, since the establishment of the State of Israel, a number of armed conflicts have taken place
between Israel and its Arab neighbors. An ongoing state of hostility, varying in degree and intensity has led to security and economic
problems for Israel. For a number of years there have been continuing hostilities between Israel and the Palestinians. This includes
hostilities with the Islamic movement Hamas in the Gaza Strip, which have adversely affected the peace process and at times resulted
in armed conflicts. Such hostilities have negatively influenced Israel’s economy as well as impaired Israel’s relationships
with several other countries. Israel also faces threats from Hezbollah militants in Lebanon, from ISIS and rebel forces in Syria, from
the government of Iran and other potential threats from additional countries in the region. Moreover, some of Israel’s neighboring
countries have recently undergone or are undergoing significant political changes. These political, economic and military conditions
in Israel could have a material adverse effect on Microbot’s business, financial condition, results of operations and future growth.
Political
relations could limit Microbot’s ability to sell or buy internationally.
Microbot
could be adversely affected by the interruption or reduction of trade between Israel and its trading partners. Some countries, companies
and organizations continue to participate in a boycott of Israeli firms and others doing business with Israel, with Israeli companies
or with Israeli-owned companies operating in other countries. Foreign government defense export policies towards Israel could also make
it more difficult for us to obtain the export authorizations necessary for Microbot’s activities. Also, over the past several years
there have been calls in the United States, Europe and elsewhere to reduce trade with Israel. There can be no assurance that restrictive
laws, policies or practices directed towards Israel or Israeli businesses will not have an adverse impact on Microbot’s business.
Israel’s
economy may become unstable.
From
time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity
prices, military conflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing
fiscal and monetary policies, import duties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates
and regulations regarding the lending limits of Israeli banks to companies considered to be in an affiliated group. The Israeli government
has periodically changed its policies in these areas. Reoccurrence of previous destabilizing factors could make it more difficult for
Microbot to operate its business and could adversely affect its business.
Exchange
rate fluctuations between the U.S. dollar and the NIS currencies may negatively affect Microbot’s operating costs.
A
significant portion of Microbot’s expenses are paid in New Israeli Shekels, or NIS, but its financial statements are denominated
in U.S. dollars. As a result, Microbot is exposed to the risks that the NIS may appreciate relative to the U.S. dollar, or the NIS instead
devalues relative to the U.S. dollar, and the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing
of such devaluation may lag behind inflation in Israel. In any such event, the U.S. dollar cost of Microbot’s operations in Israel
would increase and Microbot’s U.S. dollar-denominated results of operations would be adversely affected. Microbot cannot predict
any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the NIS against the U.S. dollar.
Microbot’s
primary expenses paid in NIS that are not linked to the U.S. dollar are employee expenses in Israel and lease payments on its Israeli
facility. As Microbot does not hedge against its position in NIS, a change in the value of the NIS compared to the U.S.
dollar could increase Microbot’s research and development expenses, labor costs and general and administrative expenses, and as
a result, have a negative impact on Microbot’s financial condition.
Funding
and other benefits provided by Israeli government programs may be terminated or reduced in the future and the terms of such funding may
have a significant impact on future corporate decisions.
Microbot
participates in programs under the auspices of the Israeli Innovation Authority, for which it receives funding for the development of
its technologies and product candidates. If Microbot fails to comply with the conditions applicable to this program, it may be required
to pay additional penalties or make refunds and may be denied future benefits. From time to time, the government of Israel has discussed
reducing or eliminating the benefits available under this program, and therefore these benefits may not be available in the future at
their current levels or at all.
Microbot’s
research and development efforts from inception until now have been financed in part through such Israeli Innovation Authority royalty
bearing grants in an aggregate amount of approximately $1,656,000 through September 30, 2023. This amount includes payment of approximately
$156,000 which is a portion of additional grant approved from the Israeli Innovation Authority in the amount of approximately NIS 1.62
million, to further finance the development of the Company’s manufacturing process of the LIBERTY Endovascular Robotic Surgical
System. Furthermore the Company received approval for a grant from the Ministry of Economy of the State of Israel in the amount of
approximately NIS 300,000, to further finance the marketing activities of the LIBERTY Endovascular Robotic Surgical System in
the US market. In addition, as a result of our 2018 agreement with CardioSert and our 2022 agreement with Nitiloop, we took over the
liability to repay CardioSert’s and Nitiloop’s IIA grants in the aggregate amount of approximately $530,000 and $925,000,
respectively.
With
respect to such grants Microbot is committed to pay royalties at a rate of between 3% to 3.5% on sales proceeds up to the total amount
of grants received, linked to the dollar, plus interest at an annual rate of USD LIBOR. In addition, as a recipient of Israeli Innovation
Authority grants, Microbot must comply with the requirements of the Israeli Encouragement of Industrial Research and Development Law,
1984, or the R&D Law, and related regulations. Under the terms of the grants and the R&D Law, Microbot is restricted from transferring
any technologies, know-how, manufacturing or manufacturing rights developed using Israeli Innovation Authority grants outside of Israel
without the prior approval of Israeli Innovation Authority. Therefore, if aspects of its technologies are deemed to have been developed
with Israeli Innovation Authority funding, the discretionary approval of an Israeli Innovation Authority committee would be required
for any transfer to third parties outside of Israel of the technologies, know-how, manufacturing or manufacturing rights related to such
aspects. Furthermore, the Israeli Innovation Authority may impose certain conditions on any arrangement under which it permits Microbot
to transfer technology or development outside of Israel or may not grant such approvals at all.
If
approved, the transfer of Israeli Innovation Authority-supported technology or know-how outside of Israel may involve the payment of
significant fees, which will depend on the value of the transferred technology or know-how, the total amount Israeli Innovation Authority
funding received by Microbot, the number of years since the funding and other factors. These restrictions and requirements for payment
may impair Microbot’s ability to sell its technology assets outside of Israel or to outsource or transfer development or manufacturing
activities with respect to any product or technology outside of Israel. Furthermore, the amount of consideration available to Microbot’s
shareholders in a transaction involving the transfer of technology or know-how developed with Israeli Innovation Authority funding outside
of Israel (such as through a merger or other similar transaction) may be reduced by any amounts that Microbot is required to pay to the
Israeli Innovation Authority.
Some
of Microbot’s employees and officers are obligated to perform military reserve duty in Israel.
Generally,
Israeli adult male citizens and permanent residents are obligated to perform annual military reserve duty up to a specified age. They
also may be called to active duty at any time under emergency circumstances, which could have a disruptive impact on Microbot’s
workforce.
It
may be difficult to enforce a non-Israeli judgment against Microbot or its officers and directors.
The
operating subsidiary of the Company is incorporated in Israel. Some of Microbot’s executive officers and directors are not residents
of the United States, and a substantial portion of Microbot’s assets and the assets of its executive officers and directors are
located outside the United States. Therefore, a judgment obtained against Microbot, or any of these persons, including a judgment based
on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not necessarily
be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert
U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other
person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based
on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim.
In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the
claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which
can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding
case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against
Microbot in Israel, it may be impossible to collect any damages awarded by either a U.S. or foreign court.
Risks
Relating to Microbot’s Securities, Governance and Other Matters
If
we fail to comply with the continued listing requirements of The Nasdaq Capital Market, our common stock may be delisted and the price
of our common stock and our ability to access the capital markets could be negatively impacted.
Our
common stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and
other continued listing requirements and standards, including those regarding director independence and independent committee requirements,
minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that
we will be able to comply with the applicable listing standards. In 2018, we effected a 1:15 reverse stock split to address our stock
price falling below the minimum share price required by Nasdaq. Failure to again meet applicable Nasdaq continued listing standards could
result in a delisting of our common stock. A delisting of our common stock from The Nasdaq Capital Market could materially reduce the
liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting
could harm our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors,
employees and fewer business opportunities. Additionally, if we are not eligible for quotation or listing on another exchange, trading
of our common stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted
securities such as the OTC Marketplace. In such event, it could become more difficult to dispose of, or obtain accurate price quotations
for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could
cause the price of our common stock to decline further.
We
do not expect to pay cash dividends on our common stock.
We
anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on our Common
Stock in the future. Investors seeking cash dividends should not invest in our Common Stock for that purpose.
Anti-takeover
provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the
board of directors or current management and could make a third-party acquisition of the Company difficult.
Provisions
in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management. These provisions
include a classified board of directors. In addition, because the Company is incorporated in Delaware, it is governed by the provisions
of Section 203 of the DGCL, which prohibits stockholders owning in excess of 15% of outstanding voting stock from merging or combining
with the Company. Although the Company believes these provisions collectively will provide for an opportunity to receive higher bids
by requiring potential acquirers to negotiate with the Company’s board of directors, they would apply even if the offer may be
considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Company’s
stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the board
of directors, which is responsible for appointing members of management.
General
Risks
Raising
additional capital may cause dilution to the Company’s investors, restrict its operations or require it to relinquish rights to
its technologies or product candidates.
Until
such time, if ever, as the Company can generate substantial product revenues, it expects to finance its cash needs through a combination
of equity offerings, including possibly through its existing but currently suspended At-the-Market offering, licensing, collaboration
or similar arrangements, grants and debt financings. The Company does not have any committed external source of funds. To the extent
that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders
will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holder
of the Company’s common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting
the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends
or other distributions, selling or licensing intellectual property rights, and other operating restrictions that could adversely affect
the Company’s ability to conduct its business.
If
the Company raises additional funds through licensing, collaboration or similar arrangements, it may have to relinquish valuable rights
to its technologies, future revenue streams, research and development programs or product candidates or to grant licenses on terms that
may not be favorable to the Company. If the Company is unable to raise additional funds through equity or debt financings or other arrangements
when needed, it may be required to delay, limit, reduce or terminate its product development or future commercialization efforts or grant
rights to develop and market product candidates that it would otherwise prefer to develop and market itself.
Microbot
operates in a competitive industry and if its competitors have products that are marketed more effectively or develop products, treatments
or procedures that are similar, more advanced, safer or more effective, its commercial opportunities will be reduced or eliminated, which
would materially harm its business.
Our
competitors may develop products, treatments or procedures that directly compete with our products and potential products and which are
similar, more advanced, safer or more effective than ours. The medical device industry is very competitive and subject to significant
technological and practice changes. Microbot expects to face competition from many different sources with respect to the LIBERTY®
Endovascular Robotic Surgical System and other products that it is seeking to develop or commercialize with respect to its
other product candidates in the future.
Competing
against large established competitors with significant resources may make establishing a market for any products that it develops difficult
which would have a material adverse effect on Microbot’s business. Microbot’s commercial opportunities could also be reduced
or eliminated if its competitors develop and commercialize products, treatments or procedures quicker, that are safer, more effective,
are more convenient or are less expensive than the LIBERTY® Endovascular Robotic Surgical System or any product
that Microbot may develop. Many of Microbot’s potential competitors have significantly greater financial resources and expertise
in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing
approved products than Microbot may have. Mergers and acquisitions in the medical device industry market may result in even more resources
being concentrated among a smaller number of Microbot’s potential competitors.
Our
business strategy in part relies on identifying, acquiring and developing complementary technologies and products, which entails risks
which could negatively affect our business, operations and financial condition.
We
have in the past and may again in the future pursue other acquisitions of businesses and technologies. Acquisitions entail numerous risks,
including:
| ● | difficulties
in the integration of acquired operations, services and products; |
| ● | failure
to achieve expected synergies; |
| ● | diversion
of management’s attention from other business concerns; |
| ● | assumption
of unknown material liabilities of acquired companies; |
| ● | amortization
of acquired intangible assets, which could reduce future reported earnings; |
| ● | Lack
of funding to properly and adequately develop and commercialize the technologies acquired; |
| ● | potential
loss of clients or key employees of acquired companies; and |
| ● | dilution
to existing stockholders. |
As
part of our growth strategy, we may consider, and from time to time may engage in, discussions and negotiations regarding transactions,
such as acquisitions, mergers and combinations within our industry. The purchase price for possible acquisitions could be paid in cash,
through the issuance of common stock or other securities, borrowings or a combination of these methods.
We
cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given
with respect to the timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations that
we subsequently decide to suspend or terminate for a variety of reasons. Similarly, we could acquire a technology or asset, and later
determine that such technology or asset no longer fits in our business strategy or goals. However, opportunities may arise from time
to time that we will evaluate. Any transactions that we consummate would involve risks and uncertainties to us. These risks could cause
the failure of any anticipated benefits of an acquisition to be realized, which could have a material adverse effect on our business,
financial condition, results of operations and prospects.
The
market price for our Common Stock may be volatile.
The
market price for our Common Stock may be volatile and subject to wide fluctuations in response to factors including the following:
| ● | actual
or anticipated fluctuations in our quarterly or annual operating results; |
| ● | changes
in financial or operational estimates or projections; |
| ● | conditions
in markets generally; |
| ● | changes
in the economic performance or market valuations of companies similar to ours; |
| ● | announcements
by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures
or capital commitments; |
| ● | our
intellectual property position; and |
| ● | general
economic or political conditions in the United States, Israel or elsewhere. |
In
addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
shares of our Common Stock.
The
issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing stockholders.
The
issuance of shares upon exercise of warrants and options could result in substantial dilution to the interests of other stockholders
since the holders of such securities may ultimately convert and sell the full amount issuable on conversion.
USE
OF PROCEEDS
The
1,769,966 shares of common stock issuable upon the exercise of outstanding options that are being offered for resale by the selling stockholders
will be sold for the accounts of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of such
shares of common stock offered for resale hereby will go to the selling stockholders and we will not receive any proceeds from the resale
of those shares of common stock by the selling stockholders.
We
may receive up to a total of approximately $2.7 million in gross proceeds if all of the options are exercised by the selling stockholders
for cash. However, as we are unable to predict the timing or amount of potential exercises of the options, we have not allocated any
proceeds of such exercises to any particular purpose. Accordingly, all such proceeds, if any would be allocated to working capital. Pursuant
to conditions set forth in the options, the options are exercisable under certain circumstances on a cashless basis, and should a selling
stockholder elect to exercise on a cashless basis we will not receive any proceeds from the sale of common stock issued upon the cashless
exercise of the option.
We
will incur all costs associated with this registration statement and prospectus.
MARKET
FOR COMMON STOCK
Our
common stock is listed on the NASDAQ Capital Market under the symbol “MBOT” since November 29, 2016. Prior to that, our common
stock was traded under the symbol “STEM.”
As
of January 11, 2024, there were approximately 97 holders of record of our common stock, and the closing price of our common
stock as reported on the NASDAQ Capital Market was $1.40.
We
have never paid cash dividends on our common stock and we do not anticipate paying cash dividends on common stock in the foreseeable
future. The payment of dividends on our common stock will depend on earnings, financial condition, debt covenants in place, and other
business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends,
our common stock may be less valuable because a return on a stockholders’ investment will only occur if our stock price appreciates.
FINANCIAL
STATEMENTS
Please
see Part II, Item 8 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023,
which is incorporated herein by reference, for the following financial statements:
| ● | Report
of Independent Registered Public Accounting Firm (PCAOB ID No. 1197) |
| ● | Consolidated
Balance Sheets as of December 31, 2022, and 2021 |
| ● | Consolidated
Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021 |
| ● | Consolidated
Statements of Shareholders’ Equity for the years ended December 31, 2022 and 2021 |
| ● | Consolidated
Statements of Cash Flows for the years ended December 31, 2022 and 2021 |
| ● | Notes
to the Consolidated Financial Statements |
See
also Part I, Item 1 in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 14,
2023, which is incorporated herein by reference, for the following financial statements:
| ● | Interim
Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited) |
| ● | Interim
Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September
30, 2023 and 2022 (Unaudited) |
| ● | Interim
Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended
September 30, 2023 and 2022 (Unaudited) |
| ● | Interim
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022
(Unaudited) |
| ● | Notes
to Interim Consolidated Financial Statements |
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the information incorporated by reference in this 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 prospectus, any prospectus supplement and the documents
incorporated herein and therein by reference, particularly in the sections titled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” 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 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.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Please
see Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and Item
2 in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 14, 2023, both of which
are incorporated herein by reference, for our management’s discussion and analysis of financial condition and results of operations
for the respective periods.
BUSINESS
Please
see Item 1 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023, which
is incorporated herein by reference, for a discussion of our business.
Technological
Platforms
LIBERTY®
Endovascular Robotic Surgical System
On
January 13, 2020, Microbot unveiled what it believes is the world’s first fully disposable robotic system for use in endovascular
interventional procedures, such as cardiovascular, peripheral and neurovascular. 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, reduce the risk of cross contamination, 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 are the Interventional
Cardiology, Interventional Radiology and Interventional Neuroradiology markets.
The
unique characteristics of LIBERTY – compact, mobile, disposable and remotely controlled - open the opportunity of expanding telerobotic
interventions to patients with limited access to life-saving procedures, such as mechanical thrombectomy in ischemic stroke.
LIBERTY
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 and only fully disposable, robotic system for endovascular
procedures. |
| ● | One
& Done® – Can be made compatible with Microbot’s NitiLoop’s NovaCross
products or possibly other guidewire/microcatheter technologies, that combines guidewire
and microcatheter into a single device. |
| ● | State
of the art maneuverability - Provides linear, rotational and tip control of its guidewire,
as well as linear motion for an additional “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 the
need for heavy lead vests otherwise to be worn during procedures, as well as reducing the
exposure to Hospital Acquired Infections (HAI). |
| ● | Ease
of use - Its intuitive remote controls aims to simplify advanced procedures while
shortening the physician’s learning curve. |
| ● | Telemedicine
compatible - Capable of supporting tele-catheterization, carried out remotely by highly trained
specialists. |
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
December 22, 2021, we entered into a strategic collaboration agreement for technology co-development with Stryker Corporation, acting
through its Neurovascular Division. Pursuant to the agreement, the collaborative development program between Stryker and us aims to integrate
certain of Stryker’s instruments with our LIBERTY Endovascular Robotic Surgical System to address certain neurovascular
procedures. The activities contemplated by the Agreement shall be specified in one or more development plans derived from the terms and
conditions set forth in the Agreement. We are still determining scheduling to move the collaboration forward.
In
December 2021, we achieved design freeze of the LIBERTY® Endovascular Robotic Surgical System.
In
the first quarter of 2022, we filed our pre-submission package for the LIBERTY Endovascular Robotic Surgical System with the FDA,
addressing the regulatory pathway for the LIBERTY Endovascular Robotic Surgical System. On July 22, 2022, the Company completed
a pre-submission process with the FDA regarding the LIBERTY® Endovascular Robotic Surgical System. Formal feedback
from the FDA included a recommendation to perform a clinical study and a human factors validation study, to support clearance through
the 510(k) notification process.
In
September and October 2022, the Company conducted an animal study at an FDA accredited European-based MedTech research laboratory, which
was performed by a team of seasoned Key Opinion Leaders (KOLs) in the endovascular space, using porcine model. During the animal study,
the physicians conducted 63 navigations to the targeted sites using the investigational LIBERTY Endovascular Robotic Surgical System
and performed an equal number of procedures manually. The LIBERTY Endovascular Robotic Surgical System received positive feedback
from participating physicians, and there were no observable immediate intraoperative adverse events, or harm, to the test subjects. The
report from the animal study, which included histopathology data (the microscopic examination of tissue to study the manifestations of
disease), exhibited equivocal results which were identified as related to unusual physiological animal responses in both manual and robotic
test groups. The Company believes the results of the study allow it to move forward and focus on the next phases to ultimately include
a U.S.-based pivotal pre-clinical study. The Company, together with its regulatory experts and consultants, believe a larger sample size
and robust data generated by this study will advance the company’s efforts towards the submission of an Investigational Device
Exemption (IDE) with the U.S. Food and Drug Administration (FDA).
On
May 3, 2023, we announced that the LIBERTY® Endovascular Robotic Surgical System has surpassed its 100th catheterization
during multiple pre-clinical 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 pre-clinical 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 pre-clinical 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 IDE submission to the FDA to commence human clinical study. Subject
to the completion of the verification and validation process which is ongoing but subject to delays indirectly caused by the Israel-Hamas
war described elsewhere in this prospectus, we plan on submitting the Investigational Device Exemption application to the FDA
in the first quarter of 2024, in order to commence our pivotal clinical trial in humans.
On
October 24 2023, we announced that we received confirmation for the commencement of the process to support 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. According to the confirmation, we will commence audits for ISO 13485 certification to ensure compliance
with the Quality Management System (QMS) requirements of the EU Medical Devices Regulation (MDR 2017/745), during the first half of 2024.
We had previously taken the first step to advance our European program by engaging with a leading Notified Body, who recently confirmed
dates for conducting the required audits.
NovaCrossTM
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. This technology is also expected to be incorporated
in our One & Done feature.
Other
Technologies and Platforms
During
the second and third quarters of 2023, as a result of our core-business focus program and our cost reduction plan, we ceased research
and development activities relating to the technology we acquired from CardioSert, and with respect to our SCS and TipCat platforms.
As a result, we terminated the Company’s agreement with CardioSert for that technology, and returned intellectual property relating
to the SCS (ViRob) and TipCat to Technion Research and Development Foundation.
Recent
Developments
Preferred
Investment Option Inducement Transaction
The
Company entered into a Preferred Investment Option Exercise and Inducement Letter on December 29, 2023 (the “Inducement Letter”)
with certain selling stockholders (the “Stockholders”), the registered holders of existing (i) Series A preferred investment
options to purchase shares of the Company’s Common Stock at an exercise price of $2.20 per share, issued on October 25, 2022, as
amended on May 24, 2023, (ii) Series C preferred investment options to purchase shares of the Company’s Common Stock at an exercise
price of $2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options to purchase shares of the Company’s
Common Stock at an exercise price of $3.19 per share issued on June 26, 2023 (the “Existing Investment Options”), pursuant
to which the Stockholders agreed to exercise for cash their Existing Investment Options to purchase an aggregate of 1,685,682 shares
of the Company’s Common Stock, at a reduced exercised price of $1.62 per share, in consideration for the Company’s agreement
to issue new preferred investment option (the “Inducement Investment Option”) to purchase up to an aggregate of 1,685,682
shares of the Company’s Common Stock at an exercise price of $1.50 per share. The Inducement Investment Options will be immediately
exercisable from the date of issuance until five and one-half (5.5) years following the date of issuance. No other changes to the Existing
Investment Options were made.
Core-Business
Focus Program
On
May 15, 2023, the Board of Directors of the Company authorized, and the Company commenced, a core-business focus program while the Company
seeks to raise additional capital to continue development of the LIBERTY® Endovascular Robotic Surgical System.
This core-business focus program includes the cessation of research and development activities not related to the LIBERTY®
Endovascular Robotic Surgical System, including terminating the Company’s agreement with CardioSert for that technology,
and returning intellectual property relating to the SCS (ViRob) and TipCat to Technion Research and Development Foundation.
Cost
Reduction Plan
In
addition to the core-business focus program described above, the Board of Directors of the Company authorized, and the Company commenced,
a cost reduction plan while the Company seeks to raise additional capital to continue development of the LIBERTY® Endovascular
Robotic Surgical System.
In
May and June 2023 and in January 2024, we raised sufficient capital that, together with the savings from the cost reduction plan, has
enabled us to continue our operations through approximately June 2024, including completion of the V&V study, perform the GLP study
and submit the IDE to the US Food & Drug Administration. We also, as of November 1, 2023, recommenced paying Rachel Vaknin,
our CFO, and Simon Sharon, our CTO and General Manager, their regular salaries and benefits that were previously reduced as a result
of the cost reduction plan, and as of January 1, 2024, recommenced paying Harel Gadot, our CEO, and the independent directors
of our Board their regular salaries and benefits, or fees as the case may be, that were previously reduced as a result of the cost reduction
plan. We continue to seek new sources of capital to stabilize our finances and provide operating runway subsequent to June 2024. In the
event the Company is not successful in raising additional capital by June 2024, or if the results of the V&V study and first-in-human
trials are not promising, the Company may be forced to take more drastic actions to conserve capital or shut down operations entirely.
First-In-Human
Clinical Cases
Subject
to the completion of the verification and validation (V&V) process of which certain phases have been completed but others are ongoing
and may be subject to delays indirectly caused by the Israel-Hamas war described below, we plan on submitting the Investigational Device
Exemption (IDE) application to the U.S. Food and Drug Administration in the first quarter of 2024, in order to commence a pivotal clinical
trial in humans. In addition, we are considering secondary options and contingencies in the event the IDE application is delayed. After
initially considering potential First-In-Human cases in Brazil, by engaging with interventional radiologist Prof. Francisco Cesar Carnevale
from University of Sao Paulo Medical School Hospital, we determined that first-in-human clinical trials in Brazil have similar requirements
as in the United States. Furthermore, we are still in the process of evaluating the potential of utilizing Greece as an option to carry
our First-In Human Cases. However, although we believe Brazil and Greece remain strategically important for commercialization of the
LIBERTY® Endovascular Robotic Surgical System, we decided not to pursue First-In-Human trials or cases outside of
the United States at this time to avoid conflict with our FDA submission process.
Israel-Hamas
War
On
October 7, 2023, the State of Israel, where the Company’s research and development and other operations are primarily based, suffered
a surprise attack by hostile forces from Gaza, which led to the declaration by Israel of the “Iron Swords” military operation.
This military operation and related activities are on-going as of the date of this prospectus.
The
Company has considered various ongoing risks relating to the military operation and related matters, including:
| ● | That
some of the Company’s 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. |
The
Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and
its Israel-based activities to support future clinical and regulatory milestones, including the Company’s 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, the
Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor
the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli
office to support the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in
the event of any such escalation or change.
Legal
Proceedings - Litigation Resulting from 2017 Financing
We
were named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson
Bay Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of
New York (Index No. 651182/2020). The complaint alleges, among other things, that we breached multiple representations and warranties
contained in the SPA, of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the Securities Purchase
Agreement (the “SPA”) related to our June 8, 2017 equity financing (the “Financing”). The complaint seeks rescission
of the SPA and return of the Plaintiffs’ $6.75 million purchase price with respect to the Financing. We are currently in the discovery
phase and we are commencing court-ordered mediation. Management is unable to assess the outcome of any such mediation, or the likelihood
that we will succeed at trial with respect to the SPA or the Financing, having previously lost another lawsuit with respect to the Financing.
Description
of Property
Microbot’s
employees currently either work remotely or at leased premises in the suburbs of Boston, Massachusetts of approximately 300 square feet.
It has also retained a small leased storage facility and a mailing address in the United States. Microbot also occupies facilities in
premises of approximately 6,975 square feet at 6 Hayozma St., Yokneam, P.O.B. 242, Israel. This facility is expected to provide the space
and infrastructure necessary to accommodate its development work based on its current operating plan. Microbot does not own any real
property.
Human
Capital
Employees
As
of January 11, 2024, we have 20 employees (including full-time and hourly employees).
Microbot’s
Chief Executive Officer, President and Chairman, Harel Gadot, along with 4 full-time, are based in the United States. Additionally,
Microbot has 14 full-time employees and 1 part time employee based in its office located in Yokneam, Israel. These employees
oversee day-to-day operations of the Company and leading engineering, manufacturing, intellectual property and administration functions
of the Company. As required, Microbot also engages consultants to provide services to the Company, including regulatory, legal and corporate
services. We are subject to labor laws and regulations within our locations in the U.S. and Israel. These laws and regulations principally
concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and work week, minimum wages, overtime
pay, insurance for work-related accidents, severance pay and other conditions of employment. Microbot has no unionized employees.
We
have historically been able to attract and retain top talent by creating a culture that challenges and engages our employees, offering
them opportunities to learn, grow and achieve their career goals.
Compensation,
Benefits and Wellbeing
We
provide competitive compensation for our employees We have historically offered annual bonuses and stock-based compensation for eligible
employees. As a result of our recent cost reduction plan, our executive officers and certain of our employees have taken salary reductions,
although all of them have since had their salaries reinstated. We can give no assurance that such plan will not have an adverse effect
on our ability to attract and/or retain employees or remain competitive for talent.
Leadership,
Training and Development
We
aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and
build their capabilities and career prospects for the future.
Diversity,
Equity and Inclusion
We
strive to encourage a diversity of views and to create an equal opportunity workplace. During the past year, we have increased the total
number of women in management positions.
BOARD
OF DIRECTORS AND MANAGEMENT
General
We
currently have seven directors serving on our Board. The following table lists the names, ages and positions of the individuals who serve
as directors of the Company, as of January 11, 2024:
Name |
|
Age |
|
Position |
Harel
Gadot |
|
52
|
|
President,
Chief Executive Officer and Chairman of the Board of Directors |
Yoseph
Bornstein(1)(3) |
|
65 |
|
Director |
Scott
Burell(1)(2) |
|
58 |
|
Director |
Martin
Madden(1)(3) |
|
63 |
|
Director |
Prattipati
Laxminarain(2) |
|
65 |
|
Director |
Aileen
Stockburger(3) |
|
61 |
|
Director |
Tal
Wenderow(2) |
|
49 |
|
Director |
(1) |
Member
of Audit Committee. |
(2) |
Member
of Corporate Governance Committee. |
(3) |
Member
of Compensation Committee. |
We
have a classified Board, with each of our directors serving a staggered three-year term. The following table shows the current composition
of the three classes of our Board:
Class
I Directors (terms scheduled to expire in 2025):
|
Harel
Gadot |
|
Martin
Madden |
|
Tal
Wenderow |
Class
II Directors (term scheduled to expire in 2026):
|
Scott
Burell |
|
Aileen
Stockburger |
Class
III Directors (term scheduled to expire in 2024):
|
Yoseph
Bornstein |
|
Prattipati
Laxminarain |
The
independent members of our Board, as determined by the Board in accordance with the existing Nasdaq Listing rules, are Messrs. Bornstein,
Burell, Madden, Laxminarain and Wenderow, and Ms. Stockburger.
Director
Biographies
Harel
Gadot, became President, Chief Executive Officer and Chairman of the Company’s Board following the consummation of the merger
of C&RD Israel Ltd, a wholly owned subsidiary of the Company, with and into Microbot Medical Ltd. (“Microbot Israel”),
with Microbot Israel surviving as a wholly owned subsidiary of the Company (the “Merger”). Mr. Gadot is a co-founder of Microbot
Israel and has served as Microbot Israel’s Chief Executive Officer since Microbot Israel was founded in November 2010. He has been
the Chairman of Microbot Israel’s board of directors since July 2014. He also serves as a director of XACT Robotics Ltd.,
an Israel-based private company that recently ceased operations, and was its Chairman from August 2013 until September 2023, and
serves as Chairman of MEDX Xelerator L.P., a medical device and digital health Israeli incubator, since July 2016. From December
2007 to April 2010 Mr. Gadot was a Worldwide Group Marketing Director at Ethicon Inc., a Johnson and Johnson Company, where he was responsible
for the global strategic marketing of the Company. Mr. Gadot also held management positions, as well as leading regional strategic position
for Europe, Middle-East and Africa, as well as In Israel, while at Johnson and Johnson. Mr. Gadot served as director for ConTIPI Ltd.
from August 2010 until November 2013 when ConTIPI Ltd. was acquired by Kimberly-Clark Corporation. Mr. Gadot holds a B.Sc. in Business
from Siena College, Loudonville NY, and an M.B.A. from the University of Manchester, UK. The Company believes that Mr. Gadot is qualified
to serve as Chairman of the Board and as President and Chief Executive Officer of the Company due to his extensive experience in strategic
marketing and general management in the medical device industry.
Yoseph
Bornstein, became a director of the Company following the Merger. Mr. Bornstein is a co-founder of Microbot Israel and has been a
member of the Board of Directors since Microbot Israel was founded in November 2010. Mr. Bornstein founded Shizim Ltd., a life science
holding group in October 2000 and has served as its CEO and director since then. Mr. Bornstein is the Chairman of, and through Shizim
owns a stake in: GCP Clinical Studies Ltd., a provider of clinical research services and educational programs in Israel since January
2002; Biotis Ltd., a service company for the bio-pharmaceutical industry, since June 2000; Dolphin Medical Ltd., which supplies the medical
device industry, since April 2012, and LSA - Life Science Accelerator Ltd., since 2000. He is the Chairman of ASIS Enterprises B.B.G.
Ltd., a business development company focusing on creating business ties between Israeli and Japanese entities, since August 2007. Mr.
Bornstein is a co-founder and director of XACT Robotics, an Israel-based private company that recently ceased operations. In October
1992, Mr. Bornstein founded Pharmateam Ltd., an Israeli company that specialized in representing international pharmaceutical companies
which was sold in 2000. Mr. Bornstein is also a founder of a number of other privately held life-science companies. Mr. Bornstein served
as the Biotechnology Committee Chairman of the United States-Israel Science & Technology Commission (the “USISTC”) from
September 2002 to February 2005 as well as a consultant for USISTC from September 2002 to February 2005. He is also the founder of ILSI-Israel
Life Science Industry Organization (who was integrated into IATI) and ITTN-Israel Tech Transfer Organization. He founded in July 2014
ShizimXL Ltd., an international medical device innovation center, and founded in January 2020 ShizimVS Ltd., a digital health innovation
center. Mr. Bornstein is an external director in Can-fite BioPharma Ltd. (Nasdaq:CANF). At the time of his last nomination and election
in 2022, the Company believed that Mr. Bornstein was qualified to serve as a member of the Board due to his extensive experience in,
and knowledge of, the life sciences industry and international business.
Scott
R. Burell, became a director of the Company following the Merger. Since August 1, 2018, Mr. Burell has been the Chief Financial Officer
and Secretary of AIVITA Biomedical, Inc., an Irvine California-based immuno-oncology company focused on the advancement of commercial
and clinical-stage programs utilizing curative and regenerative medicines. From November 2006 until its sale to Invitae Corp. (NASDAQ:
NVTA) in November 2017, he was the Chief Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (NASDAQ: CBMX), a family
health-focused clinical molecular diagnostic laboratory specializing in pre-implantation genetic screening, prenatal diagnosis, miscarriage
analysis, and pediatric developmental disorders. He successfully led the split-off of CombiMatrix in 2007 from its former parent, has
led several successful public and private debt and equity financing transactions as well as CombiMatrix’s reorganization in 2010.
Prior to this, Mr. Burell had served as CombiMatrix’s Vice President of Finance since November 2001 and as its Controller from
February 2001 to November 2001. From May 1999 to first joining CombiMatrix in February 2001, Mr. Burell was the Controller for Network
Commerce, Inc. (NASDAQ: SPNW), a publicly traded technology and information infrastructure company located in Seattle. Prior to this,
Mr. Burell spent nine years with Arthur Andersen’s Audit and Business Advisory practice in Seattle. During his tenure in public
accounting, Mr. Burell worked with many clients, both public and private, in the high-tech and healthcare markets, and was involved in
numerous public offerings, spin-offs, mergers and acquisitions. Mr. Burell obtained his Washington state CPA license in 1992 and is a
certified public accountant (currently inactive). He holds Bachelor of Science degrees in Accounting and Business Finance from Central
Washington University. The Company believes Mr. Burell’s qualifications to serve on the Board include his experience as an executive
of a public life sciences company and knowledge of financial accounting in the medical technology field.
Martin
Madden, has been a director of the Company since February 6, 2017. Mr. Madden has held various positions at Johnson & Johnson
and its affiliates from 1986 to January 2017, most recently as Vice President, Research & Development of DePuy Synthes, a Johnson
& Johnson Company, from February 2016 to January 2017. Prior to that, from July 2015 to February 2016, Mr. Madden was the Vice President,
New Product Development of Johnson & Johnson Medical Devices. From January 2012 to July 2015, Mr. Madden was the Vice President,
Research & Development of Johnson & Johnson’s Global Surgery Group. During his thirty-year tenure with Johnson & Johnson’s
Medical Device organization, he was an innovator and research leader for nearly every medical device business including Cardiology, Electrophysiology,
Peripheral Vascular Surgery, General and Colorectal Surgery, Aesthetics, Orthopaedics, Sports Medicine, Spine, and Trauma. As an executive
of Johnson & Johnson, Mr. Madden served on the management boards of Johnson & Johnson’s Global Surgery Group, Ethicon,
Ethicon Endo-Surgery, DePuy-Synthes, and Cordis, with responsibility for research and development - inclusive of organic and licensed/acquired
technology. He was also Chairman of J&J’s Medical Device Research Council, with responsibility for talent strategy and technology
acceleration. Mr. Madden serves on the Board of Directors of Novocure (NASDAQ: NVCR), a global oncology company, and is an advisor to
numerous medical device start-ups. Mr. Madden holds a MBA from Columbia University, a M.S. from Carnegie Mellon University in Mechanical
Engineering, and a B.S. from the University of Dayton in Mechanical Engineering. The Company believes that Mr. Madden is qualified to
serve as a member of the Board due to his extensive experience in research and development, portfolio planning, technology assessment
and assimilation, and project management and budgeting.
Prattipati
Laxminarain, has been a director of the Company since December 6, 2017. From April 2006 through October 2017, Mr. Laxminarain served
as Worldwide President at Codman Neuro, a global neurosurgery and neurovascular company that offers a portfolio of devices for hydrocephalus
management, neuro intensive care and cranial surgery and other technologies, and which was part of DePuy Synthes Companies of Johnson
& Johnson. Mr. Laxminarain is currently the CEO of Deinde Medical Corporation, and is a Board Member of Oculogica Inc., Millar Inc.,
and GT Medical Inc. He has a degree in Mechanical Engineering from Osmania University, Hyderabad, India and an MBA from Indian Institute
of Management. The Company believes that Mr. Laxminarain is qualified as a Board member of the Company because of his extensive experience
working with medical device companies and knowledge of the industries in which the Company intends to compete.
Aileen
Stockburger was appointed by the Board on March 26, 2020 to fill a vacancy on the Board and to serve as a Class II director of the
Company, with a term commencing on April 1, 2020. Since February 2018, Ms. Stockburger has provided M&A consulting and advisory services
through Aileen Stockburger LLC. Prior to that, from 1989 through January 2018, Ms. Stockburger held various positions in Johnson &
Johnson, most recently as Vice President, Worldwide Business Development & Strategic Planning for the DePuy Synthes Group of Johnson
& Johnson, and as a member of its Worldwide Board and Group Operating Committee, from 2010-2018. In that role, she oversaw the group’s
merger and acquisition activities, including deal structuring, negotiations, contract design and review, and deal terms. Before joining
Johnson & Johnson, Ms. Stockburger spent several years at PriceWaterhouseCoopers, and earned her CPA certification. She is also the
Chair of Next Science Limited (ASX: NXS), a medical technology company headquartered in Sydney, Australia, with a primary focus in the
development and continued commercialization of its proprietary technology to reduce the impact of biofilm based infections in human health,
and Chair of Next Science’s Audit Committee. She also serve on the Audit Committee and the People, Culture and Remuneration Committee
of the Board of Directors of Next Science Limited. Ms. Stockburger received her MBA and BS from The Wharton School, University of Pennsylvania.
The Company believes that Ms. Stockburger is qualified as a Board member of the Company because of her extensive experience in strategizing,
managing and closing sizable, complex worldwide mergers and acquisitions, licensing agreements and divestitures, as well as her expertise
in business development, strategic planning and finance.
Tal
Wenderow was appointed by the Board on July 29, 2020 to fill a vacancy on the Board and to serve as a Class I director of the Company,
with a term commencing on August 1, 2020. Since September 2021, Mr. Wenderow serves as the Venture Partner at Genesis MedTech, a global
medical device company. Previously, from February 2019, Mr. Wenderow served as the President and CEO of Vocalis Health Inc., an AI healthtech
company pioneering the development of vocal biomarkers. Previously, Mr. Wenderow co-founded Corindus Vascular Robotics in 2002, which
was a New York Stock Exchange-listed company upon its acquisition by Siemens Healthineers in 2019. Mr. Wenderow held various positions
at Corindus from founder, Chief Executive Officer and director at inception, Executive Vice President Product & Business Development
to his most recent role as Executive Vice President of International & Business Development. Mr. Wenderow received a B.Sc. in Mechanical
Engineering at the Technion - Israel Institute of Technology, Haifa, Israel. The Company believes that Mr. Wenderow is qualified as a
Board member of the Company because of his extensive knowledge of the medical robotics space with specific focus on interventional procedures,
as well as his medical devices start up experience.
Board
Diversity Matrix
The
matrix below reflects our Board’s gender and racial characteristics and LGBTQ+ status, based on the self-identification of our
directors. Each of the categories listed below has the meaning as it is used in Nasdaq Rule 5605(f).
Board
Diversity Matrix (as of January 11, 2024) |
Total
Number of Directors |
|
7 |
Gender
Identity: |
|
Male |
|
Female |
|
Non-Binary |
|
Gender
Undisclosed |
Directors
|
|
6 |
|
1 |
|
0 |
|
0 |
Number
of Directors who Identify in any of the Categories Below: |
African
American or Black |
|
0 |
|
0 |
|
0 |
|
0 |
Alaskan
Native or Native American |
|
0 |
|
0 |
|
0 |
|
0 |
Asian |
|
1 |
|
0 |
|
0 |
|
0 |
Hispanic
or Latinx |
|
0 |
|
0 |
|
0 |
|
0 |
Native
Hawaiian or Pacific Islander |
|
0 |
|
0 |
|
0 |
|
0 |
White |
|
5 |
|
1 |
|
0 |
|
0 |
Two
or More Races or Ethnicities |
|
0 |
|
0 |
|
0 |
|
0 |
LGBTQ+ |
|
0 |
Did
Not Disclose Demographic Background |
|
0 |
Committees
of the Board of Directors
Presently,
the Board has three standing committees — the Audit Committee, the Compensation and Stock Option Committee (the “Compensation
Committee”), and the Corporate Governance and Nominating Committee (the “Corporate Governance Committee”). All members
of the Audit Committee, the Compensation Committee, and the Corporate Governance Committee are, and are required by the charters of the
respective committees to be, independent as determined under Nasdaq Listing rules.
Audit
Committee
The
Audit Committee is composed of Messrs. Burell, Madden and Bornstein. Each of the members of the Audit Committee is independent, and the
Board has determined that Mr. Burell is an “audit committee financial expert,” as defined in SEC rules. The Audit Committee
acts pursuant to a written charter which is available through our website at www.microbotmedical.com. The Audit Committee held four meetings
during the fiscal year ended December 31, 2023.
The
primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee
does this primarily by reviewing the Company’s financial reports and other financial information as well as the Company’s
systems of internal controls regarding finance, accounting, legal compliance, and ethics that management and the Board of Directors have
established. The Audit Committee also assesses the Company’s auditing, accounting and financial processes more generally. The Audit
Committee recommends to the Board of Directors the appointment of a firm of independent auditors to audit the financial statements of
the Company and meets with such personnel of the Company to review the scope and the results of the annual audit, the amount of audit
fees, the company’s internal accounting controls, the Company’s financial statements contained in this proxy statement, and
other related matters.
Compensation
Committee
The
Compensation Committee is composed of Messrs. Madden (Chairman), Bornstein and Stockburger. Each of the members of the Compensation Committee
is independent. The Compensation Committee acts pursuant to a written charter which is available through our website at www.microbotmedical.com.
The Compensation Committee held two meetings during the fiscal year ended December 31, 2023 and acted by unanimous written consent three
times.
The
Compensation Committee acts pursuant to a written charter. The Compensation Committee makes recommendations to the Board of Directors
and management concerning salaries in general, determines executive compensation and approves incentive compensation for employees and
consultants.
Corporate
Governance Committee
The
Corporate Governance Committee is composed of Messrs. Laxminarain, Burell and Wenderow. Each of the members of the Corporate Governance
Committee is independent. The Corporate Governance Committee acts pursuant to a written charter which is available through our website
at www.microbotmedical.com. The Corporate Governance Committee acted by unanimous written consent one time during the fiscal year ended
December 31, 2023.
The
Corporate Governance Committee oversees nominations to the Board and considers the experience, ability and character of potential nominees
to serve as directors, as well as particular skills or knowledge that may be desirable in light of the Company’s position at any
time. From time to time, the Corporate Governance Committee may engage the services of a paid search firm to help the Corporate Governance
Committee identify potential nominees to the Board. The Corporate Governance Committee and Board seek to nominate and appoint candidates
to the Board who have significant business experience, technical expertise or personal attributes, or a combination of these, sufficient
to suggest, in the Board’s judgment, that the candidate would have the ability to help direct the affairs of the Company and enhance
the Board as a whole. The Corporate Governance Committee may identify potential candidates through any reliable means available, including
recommendations of past or current members of the Board from their knowledge of the industry and of the Company. The Corporate Governance
Committee also considers past service on the Board or on the board of directors of other publicly traded or technology focused companies.
The Corporate Governance Committee has not adopted a formulaic approach to evaluating potential nominees to the Board; it does not have
a formal policy concerning diversity, for example. Rather, the Corporate Governance Committee weighs and considers the experience, expertise,
intellect, and judgment of potential nominees irrespective of their race, gender, age, religion, or other personal characteristics. The
Corporate Governance Committee may look for nominees that can bring new skill sets or diverse business perspectives. Potential candidates
recommended by security holders will be considered as provided in the company’s “Policy Regarding Shareholder Candidates
for Nomination as a Director,” which sets forth the procedures and conditions for such recommendations. This policy is available
through our website at www.microbotmedical.com.
Director
Oversight and Qualifications
While
management is responsible for the day-to-day management of the risks the company faces, the Board, as a whole and through its committees,
has responsibility for the oversight of risk management. An important part of risk management is not only understanding the risks facing
the company and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the
company. In support of this oversight function, the Board receives regular reports from our Chief Executive Officer and members of senior
management on operational, financial, legal, and regulatory issues and risks. The Audit Committee additionally is charged under its charter
with oversight of financial risk, including the company’s internal controls, and it receives regular reports from management, the
company’s internal auditors and the company’s independent auditors. The chairman of the Board and independent members of
the Board work together to provide strong, independent oversight of the company’s management and affairs through its standing committees
and, when necessary, special meetings of directors.
Executive
Officers
Following
are the name, age and other information for our executive officers. All company officers have been appointed to serve until their successors
are elected and qualified or until their earlier resignation or removal. Information regarding Harel Gadot, our Chairman, President and
Chief Executive Officer, is set forth above under “Board of Directors and Management–Director Biographies” above.
Name |
|
Age |
|
Position |
Harel
Gadot |
|
52 |
|
President,
Chief Executive Officer and Chairman of the Board of Directors |
Rachel
Vaknin |
|
45 |
|
Chief
Financial Officer |
Simon
Sharon |
|
63 |
|
Chief
Technology Officer and General Manager, Microbot Israel |
Juan
Diaz-Cartelle |
|
48 |
|
Chief
Medical Officer |
Rachel
Vaknin, has served as the Company’s Chief Financial Officer since April 2022 and before that was its VP Finance since January
2022. From September 2017 to December 2021, Ms. Vaknin served as the Chief Financial Officer at Imagry, an Israeli-American autonomous
technologies software provider. From April 2004 through December 2016, Ms. Vaknin was the FP&A Department Manager at Mellanox Technologies
Ltd., an Israeli-American multinational supplier of computer networking products acquired by Nvidia in 2020, where she was responsible,
among other things, for budget planning, budget control, building and maintaining business intelligence key performance indicators, leading
teams with respect to preparing quarterly financial statements, obtaining and managing grant monies, and Sarbanes-Oxley controls.
Simon
Sharon, has served as the Company’s Chief Technology Officer since April 2018 and as the General Manager of Microbot Israel
since April 2021. From August 2016 to March 2018, Mr. Sharon served as the Chief Technology Officer at MEDX Xelerator, an Israel-based
medical device and digital health incubator. He is also a director of XACT Robotics Ltd., an Israel-based private company that recently
ceased operations. Mr. Harel Gadot, the Company’s President, CEO and Chairman, is the Chairman of MEDX Xelerator, and a
director at XACT Robotics. Prior to this, Mr. Sharon held the position of Chief Operating Officer at Microbot Israel before it became
a publicly traded company from February 2013 to August 2016. Prior to joining Microbot Israel, Mr. Sharon was the Vice President of Research
& Development with IceCure Medical, a TASE traded company developing a portfolio of cryogenic ablation systems. Prior to IceCure,
he held roles of increasing responsibility at Rockwell Automation-Anorad Israel Ltd., a leading linear motor-based, precision positioning
equipment manufacturer. Prior to Rockwell, Mr. Sharon was the Research & Development Manager at Disc-O-Tech Medical Technologies
Ltd., a private orthopedic venture that was acquired by Kyphon (currently part of Medtronic), and before this was the Research &
Development Manager at CI Systems, a worldwide supplier of a wide range of electro-optical test and measurement equipment.
Dr.
Juan Diaz-Cartelle, has served as the Company’s Chief Medical Officer since December 1, 2023. As CMO, Dr. Diaz-Cartelle will
lead the development and execution of the clinical strategy of the Company, including its planned clinical trials for the LIBERTY®
Endovascular Robotic Surgical System in the U.S., the medical affairs activity, and will be an integral part of the team leading
its regulatory process with the FDA and commercial efforts. Most recently, from May 2022 to November 2023, Dr. Diaz-Cartelle served as
the Executive Medical Director at Haemonetics Corporation (NYSE: HAE), where he advised that company on new investments in the cardiovascular
space, among other responsibilities. Prior to that, from June 2008 to May 2022, Dr. Diaz-Cartelle served as the Senior Medical Director
for the Peripheral Interventional Division (Endovascular and Interventional Oncology) at Boston Scientific Corporation (NYSE: BSX), where
he played a pivotal part in the development of global clinical strategy and study oversight, supporting commercial activities and future
pipeline development. Dr. Diaz-Cartelle obtained his medical degree at the University of Navarra (Spain) and completed his specialty
as Angiologist and Vascular Surgeon at Hospital General Universitario Gregorio Maranon in Madrid (Spain).
Section
16(a) Reports
Section
16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our
equity securities, to file with the SEC reports of ownership of our securities and changes in reported ownership. Executive officers,
directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they
file. Based solely on a review of the copies of such forms furnished to us, or written representations from the reporting persons that
no Form 5 was required, we believe that, during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable
to our officers, directors and greater than 10% beneficial owners have been met.
Code
of Business Conduct and Ethics
We
have adopted a Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of our code
of ethics is posted on our website at www.microbotmedical.com. We intend to disclose any substantive amendment or waivers to this code
on our website. There were no substantive amendments or waivers to this code in 2023.
Legal
Proceedings Involving Directors
There
were no legal proceedings involving the nominees to the Board.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers
of the Company for the periods indicated.
Name
and Principal Position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock
Awards ($) | | |
Option
Awards ($) (1) | | |
Non-Equity
Incentive Plan Compensation ($) | | |
All
Other Compensation ($) | | |
Total
($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Harel
Gadot | |
| 2023 | | |
| 370,552 | | |
| 386,000 | (2) | |
| - | | |
| 470,302 | | |
| - | | |
| 13,800 | (4) | |
| 1,240,654 | |
CEO,
President & Chairman | |
| 2022 | | |
| 542,000 | | |
| 300,000 | (3) | |
| - | | |
| 971,217 | | |
| - | | |
| 13,800 | (4) | |
| 1,827,017 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Simon
Sharon | |
| 2023 | | |
| 271,662 | | |
| 87,022 | (2) | |
| - | | |
| 88,418 | | |
| | | |
| 22,828 | (5) | |
| 469,930 | |
CTO
and GM | |
| 2022 | | |
| 348,197 | | |
| 89,721 | (3) | |
| - | | |
| 65,114 | | |
| - | | |
| 23,298 | (5) | |
| 526,330 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Eyal
Morag | |
| 2023 | | |
| 314,033 | | |
| 82,878 | (2) | |
| | | |
| 101,356 | | |
| | | |
| 13,605 | (5) | |
| 511,872 | |
CMO
(6) | |
| 2022 | | |
| 401,517 | | |
| 89,164 | (3) | |
| - | | |
| 90,836 | | |
| - | | |
| 19,752 | (5) | |
| 601,269 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Rachel
Vaknin | |
| 2023 | | |
| 185,343 | | |
| 27,626 | (2) | |
| - | | |
| 76,533 | | |
| - | | |
| - | | |
| 289,502 | |
CFO | |
| 2022 | | |
| 189,384 | | |
| - | | |
| - | | |
| 45,263 | | |
| - | | |
| - | | |
| 234,647 | |
(1) |
Amounts
shown do not reflect cash compensation actually received by the named executive officer. Instead, the amounts shown are the non-cash
aggregate grant date fair values of stock option awards made during the periods presented as determined pursuant to ASC Topic 718
and excludes the effect of forfeiture assumptions. The assumptions used to calculate the fair value of stock option awards are set
forth under Note 9 to the Consolidated Financial Statements of the Company included in this Annual Report on Form 10-K for the fiscal
year ended December 31, 2022. |
(2) |
Represents bonus for the 2022 fiscal year, which amount was actually paid in 2023. |
(3) |
Represents bonus for the 2021 fiscal
year, which amount was actually paid in 2022. |
(4) |
All
Other Compensation includes Mr. Gadot’s monthly automobile allowance. |
(5) |
All
Other Compensation includes the executive’s yearly automobile allowance. |
(6) |
On
August 29, 2023, Dr. Morag resigned from his position with the Company, effective November 29, 2023. |
Outstanding
Equity Awards at Fiscal Year-End
The
following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year
ended December 31, 2023.
| |
Option
Awards | | |
Stock
Awards | |
Name | |
Number
of Securities Underlying Unexercised Options Exercisable | | |
Number
of Securities Underlying Unexercised Options Unexercisable | | |
Option
Exercise Price | | |
Option
Expiration Date | |
Number
of Shares
or
Units of Stock That Have Not
Vested | | |
Market
value of Shares of
Units of Stock That Have Not
Vested | | |
Equity
Incentive Plan Awards: Number of
Unearned Shares, Units or Other Rights That Have
Not Vested | | |
Equity
Incentive Plan Awards: Market or
Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested | |
| |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| |
Harel
Gadot | |
| 77,846 | | |
| - | | |
$ | 4.20 | | |
1/01/2025 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 120,847 | | |
| - | | |
| 15.75 | | |
9/14/2027 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 166,666 | | |
| - | | |
| 9.64 | | |
2/25/2030 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 190,000 | | |
| - | | |
| 8.48 | | |
02/01/2031 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 62,500 | | |
| 37,500 | | |
| 6.48 | | |
01/26/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 64,000 | | |
| 96,000 | | |
| 3.73 | | |
12/21/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| - | | |
| 80,000 | | |
| 2.43 | | |
08/01/2033 | |
| - | | |
| - | | |
| - | | |
| - | |
Simon
Sharon | |
| 10,000 | | |
| - | | |
| 9.00 | | |
08/13/2028 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 14,170 | | |
| - | | |
| 5.95 | | |
08/12/2029 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 15,625 | | |
| 9,375 | | |
| 6.48 | | |
01/26/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 11,375 | | |
| 23,625 | | |
| 3.48 | | |
12/21/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| - | | |
| 17,500 | | |
| 2.43 | | |
08/01/2033 | |
| | | |
| | | |
| | | |
| | |
Rachel
Vaknin | |
| 12,500 | | |
| 7,500 | | |
| 6.48 | | |
01/26/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 4,750 | | |
| 5,250 | | |
| 4.80 | | |
07/18/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 5,200 | | |
| 7,800 | | |
| 3.73 | | |
12/21/2032 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| - | | |
| 17500 | | |
| 2.43 | | |
08/01/2033 | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Eyal
Morag | |
| 25,000 | | |
| - | | |
| 6.16 | | |
02/29/2024 | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| 15,625 | | |
| - | | |
| 6.48 | | |
02/29/2024 | |
| - | | |
| - | | |
| - | | |
| - | |
Executive
Employment Agreements
Harel
Gadot Employment Agreement
The
Company entered into an employment agreement (the “Gadot Agreement”) with Harel Gadot on November 28, 2016, 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 Gadot Agreement was amended most recently on January 26, 2022, with a subsequent annual salary increase
on December 21, 2022. Mr. Gadot’s annual base salary for 2023 was $530,450; however, as a result of the Company’s May 2023
cost reduction plan, Mr. Gadot agreed to a 50% reduction of his base salary, with reinstatement of his full base salary effective as
of January 1, 2024. 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.
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 amount for the 2023 fiscal year has not yet been determined.
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. Most recently, in August 2023, the Company granted Mr. Gadot 80,000 options.
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 (the “Vaknin Agreement”), dated November 22, 2021, with Ms. Vaknin, amended
as of May 15, 2023 (the “Vaknin Addendum”), 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. Ms. Vaknin was to receive an annual base salary in 2023 of $170,000; however, as a result of the Company’s
May 2023 cost reduction plan and the Vaknin Addendum, Ms. Vaknin’s gross monthly salary was decreased to a gross amount of NIS
35,000 and social and fringe benefits due to Ms. Vaknin were calculated based upon the updated salary, excluding sick days and vacation
days which continued to be accumulated per her existing Agreement. The reinstatement of her full base salary was effective as of November
1, 2023.
Ms.
Vaknin shall also be entitled to receive a target annual cash bonus, based on certain milestones, of up to a maximum amount of 25% (increased
from 20% in January 2023) of her annual salary.
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. Most recently, in August 2023, the Company granted Ms. Vaknin 17,500 options.
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 so amended, the “Sharon Agreement”), as further amended as of May 15, 2023 (the “Sharon
Addendum”), 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, Mr. Sharon was to have received in 2023 a combined base salary and overtime payment of NIS74,160
per month. Mr. Sharon is also entitled to receive an annual cash bonus of up to 35% of the annual combined salary and overtime payment,
based on certain performance factors established and assessed by the Compensation Committee of the Board of Directors of the Company,
which he received in full for the 2022 fiscal year. For 2023, as a result of the Company’s May 2023 cost reduction plan and the
Sharon Addendum, Mr. Sharon’s gross monthly salary was decreased to a gross amount of NIS44,496 and social and fringe benefits
due to Mr. Sharon were calculated based upon the updated salary, excluding sick days and vacation days which continued to be accumulated
per the Sharon Agreement. The reinstatement of his full base salary was effective as of November 1, 2023.
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. Most recently, in August 2023, the Company granted Mr. Sharon 17,500 options.
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 (the “Diaz-Cartelle Agreement”), effective as of December 1, 2023, with Dr. Diaz-Cartelle,
to serve as CMO 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 of $350,000, 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.
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 30% of his annual base salary.
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.
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.
Director
Compensation
The
Company adopted in January 2021 an amended compensation package for the non-management members of its Board, pursuant to which each such
Board member would receive for his or her services $35,000 per annum. Furthermore, each member of the Audit Committee of the Board receives
an additional $10,000 per annum ($20,000 if Chairman), each member of the Compensation Committee of the Board receives an additional
$7,500 per annum ($15,000 if Chairman) and each member of the Corporate Governance and Nominating Committee of the Board receives an
additional $5,000 per annum ($10,000 if Chairman). Board members are also entitled to receive equity awards. Upon joining the Board,
a member would receive an initial grant of $190,000 of stock options (calculated as the product of the exercise price on the date of
grant multiplied by the number of shares underlying the stock option award required to equal $190,000), with an additional grant of stock
options each year thereafter, to purchase such number of shares of the Company’s common stock equal to $95,000, computed on a similar
basis. As a result of the Company’s May 2023 cost reduction plan, the independent members of the Board agreed to a suspension of
their quarterly director fees, with reinstatement of such fees effective as of January 1, 2024.
The
following table summarizes cash and equity-based compensation information for our outside directors, for the year ended December 31,
2023:
Name | |
Fees earned or paid in cash | | |
Stock Awards | | |
Option Awards (1) | | |
Non-Equity Incentive Plan Compensation | | |
Nonqualified Deferred Compensation
Earnings | | |
All Other Compensation | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Yoseph Bornstein | |
$ | 13,125 | | |
| - | | |
$ | 64,116 | | |
| - | | |
| - | | |
| - | | |
$ | 77,241 | |
Scott Burell | |
$ | 15,000 | | |
| - | | |
$ | 64,116 | | |
| - | | |
| - | | |
| - | | |
$ | 79,116 | |
Martin Madden | |
$ | 15,000 | | |
| - | | |
$ | 64,116 | | |
| - | | |
| - | | |
| - | | |
$ | 79,116 | |
Prattipati Laxminarain | |
$ | 11,250 | | |
| - | | |
$ | 64,116 | | |
| - | | |
| - | | |
| - | | |
$ | 75,366 | |
Aileen Stockburger | |
$ | 10,625 | | |
| - | | |
$ | 67,504 | | |
| - | | |
| - | | |
| - | | |
$ | 78,129 | |
Tal Wenderow | |
$ | 10,000 | | |
| - | | |
$ | 66,819 | | |
| - | | |
| - | | |
| - | | |
$ | 76,819 | |
(1) |
Amounts
shown do not reflect cash compensation actually received by the director. Instead, the amounts shown are the non-cash aggregate grant
date fair values of stock option awards made during the period presented as determined pursuant to U.S. GAAP. The assumptions used
to calculate the fair value of stock option awards are described in Note 9 to the Consolidated Financial Statements of the Company
included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Mr.
Gadot received compensation for his services to the Company as set forth under the summary compensation table above.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related
parties can include any of our directors or executive officers, certain of our stockholders and their immediate family members. Each
year, we prepare and require our directors and executive officers to complete Director and Officer Questionnaires identifying any transactions
with us in which the officer or director or their family members have an interest. This helps us identify potential conflicts of interest.
A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with the interests
of the company as a whole. Our code of ethics requires all directors, officers and employees who may have a potential or apparent conflict
of interest to immediately notify our general counsel, who serves as our compliance officer. In addition, the Corporate Governance Committee
is responsible for considering and reporting to the Board any questions of possible conflicts of interest of Board members. Our code
of ethics further requires pre-clearance before any employee, officer or director engages in any personal or business activity that may
raise concerns about conflict, potential conflict or apparent conflict of interest. Copies of our code of ethics and the Corporate Governance
Committee charter are posted on the corporate governance section of our website at www.microbotmedical.com.
There
have been no related party transactions or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation
S-K.
Equity
Compensation Plan Information Table
The
following table provides information about shares of our common stock that may be issued upon the exercise of options under all of our
existing compensation plans as of December 31, 2023.
| |
Number of securities to be issued
upon exercise of outstanding options, warrants and rights | | |
Weighted-average
exercise price of outstanding options, warrants and
rights | | |
Number of securities remaining available
for future issuance | |
Plan Category | |
| | | |
| | | |
| | |
Equity compensation plans approved by security holders: | |
| | | |
| | | |
| | |
2017 Equity Incentive Plan | |
| 492,133 | | |
$ | 10.48 | | |
| 131,585 | |
2020 Omnibus Performance Award Plan | |
| 1,438,806 | | |
$ | 4.19 | | |
| 581,846 | |
Equity compensation plans not approved by security holders: | |
| | | |
| | | |
| | |
Microbot Israel Employee Stock Option Plan(1) | |
| 61,577 | | |
$ | 0.01 | | |
| - | |
Stock Options (2) | |
| 77,
846 | | |
$ | 4.20 | | |
| - | |
Total | |
| 2,070,362 | | |
| | | |
| 713,431 | |
(1) |
Such
options were originally issued by Microbot Israel under its Employee Stock Option Plan, and represented the right to purchase an
aggregate of 500,000 of Microbot Israel’s ordinary shares. As of the effective time of the Merger, such options were retroactively
adjusted to reflect the Merger and now represent the right to purchase shares of our common stock. |
(2) |
Such
options were originally issued by Microbot Israel to MEDX Ventures Group LLC, of which Mr. Gadot is the Chief Executive Officer,
Company Group Chairman and majority equity owner, and represented the right to purchase an aggregate of 486,263 of Microbot Israel’s
ordinary shares. As of the effective time of the Merger, such options were retroactively adjusted to reflect the Merger and now represent
the right to purchase shares of our common stock. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table shows the number of shares of our common stock beneficially owned, as of January 11, 2024, by (i) each of our
directors and director nominees, (ii) each of our named executive officers, (iii) all of our current directors and executive officers
as a group, and (iv) all those known by us to be a beneficial owner of more than 5% of the Company’s common stock. In general,
“beneficial ownership” refers to shares that an individual or entity has the power to vote or dispose of, and any rights
to acquire common stock that are currently exercisable or will become exercisable within 60 days of December 31, 2023. We calculated
percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 13,392,999
shares outstanding as of January 11, 2024. In addition, shares issuable pursuant to options or other convertible securities that
may be acquired within 60 days of January 11, 2024 are deemed to be issued and outstanding and have been treated as outstanding
in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not
for any other persons.
This
table is based on information supplied by each director, officer and principal stockholder of the Company. Except as indicated in footnotes
to this table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all
shares of Common Stock shown to be beneficially owned by them, based on information provided by such stockholders. Unless otherwise indicated,
the address for each director, executive officer and 5% or greater stockholders of the Company listed is: c/o Microbot Medical Inc.,
288 Grove Street, Suite 388, Braintree, MA 02184.
Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Percentage of Common Stock Beneficially
Owned | |
Harel Gadot(1) | |
| 846,206 | | |
| 6.00 | % |
Yoseph Bornstein(2) | |
| 272,036 | | |
| 2.03 | % |
Scott Burell(3) | |
| 30,008 | | |
| * | |
Martin Madden(3) | |
| 30,008 | | |
| * | |
Prattipati Laxminarain(3) | |
| 30,008 | | |
| * | |
Aileen Stockburger(3) | |
| 24,912 | | |
| * | |
Simon Sharon(3) | |
| 60,045 | | |
| * | |
Tal Wenderow(3) | |
| 23,321 | | |
| * | |
Rachel Vaknin(3) | |
| 29,075 | | |
| * | |
Juan Diaz-Cartelle(3) | |
| – | | |
| – | |
Eyal Morag(3) | |
| 40,625 | | |
| * | |
All current directors and
executive officers as a group (10 persons)(4) | |
| 1,345,619 | | |
| 9.37 | % |
* |
Less
than 1%. |
(1) |
Includes
(i) 136,847 shares of our common stock owned by MEDX Ventures Group LLC, (ii) 77,846 shares of our common stock issuable upon the
exercise of options granted to MEDX Ventures Group LLC, and (iii) 631,513 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. |
(2) |
Represents
(i) 242,028 shares of our common stock owned by LSA - Life Science Accelerator Ltd. and (ii) 30,008 shares of our common stock issuable
to Mr. Bornstein upon exercise of options. Based on representations and other information made or provided to the Company by Mr.
Bornstein, Mr. Bornstein is the CEO and Director of LSA - Life Science Accelerator Ltd. and of Shizim Ltd., and Mr. Bornstein is
the majority equity owner of Shizim Ltd. Shizim Ltd. is the majority equity owner of LSA - Life Science Accelerator Ltd. Accordingly,
Mr. Bornstein may be deemed to share voting and investment power over the shares beneficially owned by these entities and has an
address of 16 Irus Street, Rosh-Ha’Ayin Israel 4858022. |
(3) |
Represents
options to acquire shares of our common stock. |
(4) |
Includes
shares of our common stock issuable upon the exercise of options as set forth in footnotes (1), (2) and (3). |
DILUTION
The
common stock to be sold by the selling stockholders is common stock that is issuable upon exercise of outstanding preferred options.
To the extent the common stock underlying the preferred options are issued, there will be dilution to the ownership interests of our
existing stockholders.
SELLING
STOCKHOLDERS
The
following table set forth certain information regarding the selling stockholders and the shares of common stock beneficially owned by
them, which information is available to us as of January 11, 2024. The selling stockholders may offer the shares under this prospectus
from time to time and may elect to sell some, all or none of the shares set forth under this prospectus. However, for the purposes of
the table below, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by
the selling stockholders. In addition, a selling stockholder may have sold, transferred or otherwise disposed of all or a portion of
that holder’s shares of common stock since the date on which the selling stockholder provided information for this table. We have
not made independent inquiries about such transfers or dispositions. See the section entitled “Plan of Distribution” beginning
on page 52.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially
owned prior to the offering is based on 13,392,999 shares of our common stock outstanding as of January 11, 2024.
| |
Number of Shares of Common Stock Beneficially
Owned | | |
| | |
Number of Shares of Common | | |
Shares of Common Stock Beneficially
Owned After Sale of All Shares of Common Stock Pursuant to this Prospectus | |
Selling Stockholder | |
Before Any
Sale | | |
% of Class | | |
Stock Offered | | |
Number of Shares | | |
% of Class | |
Armistice Capital,
LLC(1) | |
| 1,360,517 | | |
| 9.22 | % | |
| 1,360,517 | | |
| – | | |
| – | |
Intracoastal Capital, LLC(2) | |
| 221,062 | | |
| 1.62 | % | |
| 221,062 | | |
| – | | |
| – | |
CVI Investments, Inc.(3)(4) | |
| 104,103 | | |
| * | | |
| 104,103 | | |
| – | | |
| – | |
Noam Rubenstein(4) | |
| 92,918 | (5) | |
| * | | |
| 26,549 | | |
| 66,369 | | |
| * | |
Michael Vasinkevich(4) | |
| 189,157 | (5) | |
| 1.39 | % | |
| 54,047 | | |
| 135,110 | | |
| 1.0 | % |
Craig Schwabe(4) | |
| 9,956 | (5) | |
| * | | |
| 2,845 | | |
| 7,111 | | |
| * | |
Charles Worthman(4) | |
| 2,951 | (5) | |
| * | | |
| 843 | | |
| 2,108 | | |
| * | |
TOTAL | |
| 1,980,664 | | |
| 12.88 | % | |
| 1,769,966 | | |
| 210,698 | | |
| 1.55 | % |
* |
Represents
beneficial ownership of less than one percent of the outstanding shares of our common stock. |
(1) |
Represents
options to purchase shares of our common stock. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman
Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC
(“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of
Armistice Capital. The options are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the
selling stockholder from exercising that portion of the options that would result in it and its affiliates owning, after
exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The amounts and percentages in the
table do not give effect to the beneficial ownership limitations. The address of Armistice Capital and the Master Fund is c/o
Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. |
(2) |
Consists
of options to purchase shares of our common stock. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal
Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein
that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined
under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities reported herein that are held by Intracoastal.
The options are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the selling stockholder from
exercising that portion of the options that would result in the selling stockholder and its affiliates owning, after exercise, a
number of shares of common stock in excess of the beneficial ownership limitation. The address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33483. |
(3) |
Consists
of options to purchase shares of our common stock. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc.
(“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial
owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed
to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership
of the shares. CVI is affiliated with one or more FINRA members, none of whom are currently expected to participate in the sale pursuant
to the Registration Statement on Form S-1 of which this prospectus forms a part. The options are subject to a beneficial ownership
limitation of 4.99%, which such limitation restricts the selling stockholder from exercising that portion of the options that would
result in the selling stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the
beneficial ownership limitation. The address of CVI is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111. |
(4) |
The
selling stockholder is an affiliate of a registered broker-dealer. |
(5) |
Consists
of warrants or options to purchase shares of common stock. Each of such selling stockholders is affiliated with H.C. Wainwright &
Co., LLC, a registered broker dealer with a registered address of c/o H.C. Wainwright & Co., LLC, 430 Park Ave, 3rd Floor, New
York, NY 10022, and has sole voting and dispositive power over the securities held. The number of shares beneficially owned prior
to this offering consist of shares of common stock issuable upon exercise of placement agent warrants, which were received as compensation
for placement agent services provided by Wainwright to the Company from time to time over the last three years. Such selling stockholder
acquired the placement agent warrants in the ordinary course of business and, at the time the placement agent warrants were acquired,
the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. |
Information
about any other selling stockholders will be included in prospectus supplements or post-effective amendments, if required. Information
about the selling stockholders may change from time to time. Any changed information with respect to which we are given notice will be
included in prospectus supplements.
Material
Relationships with the Selling Stockholders
Other
than in connection with the transactions described above and elsewhere in this prospectus, we have not had any material relationships
with the selling stockholders in the last three years.
PLAN
OF DISTRIBUTION
The
selling stockholders, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of
common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their
shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are
traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| | |
| ● | block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction; |
| | |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| | |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| | |
| ● | privately
negotiated transactions; |
| | |
| ● | short
sales effected after the date the registration statement of which this prospectus is a part
is declared effective by the SEC; |
| | |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| | |
| ● | broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated
price per share; |
| | |
| ● | a
combination of any such methods of sale; and |
| | |
| ● | any
other method permitted by applicable law. |
The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors-in-interest
as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging
the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close
out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders
may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which
shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common
stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will
not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.
The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein
may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions
or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders
who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.
To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices
and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement of which this prospectus is a part.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make
copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities
Act.
We
will pay all expenses of the registration of the shares of common stock, including, without limitation, SEC filing fees and expenses
of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting
discounts and selling commissions, if any, and any related legal expenses incurred by it. We will indemnify the selling stockholders
against certain liabilities, including some liabilities under the Securities Act, arising in connection with the registration statement
of which this prospectus is a part.
DESCRIPTION
OF CAPITAL STOCK
The
following description summarizes the material terms of our capital stock as of the date of this prospectus. Because it is only a summary,
it does not contain all the information that may be important to you. For a complete description of our capital stock, you should refer
to our certificate of incorporation and our bylaws, and to the provisions of applicable Nevada law.
General
Our
authorized capital stock consists of 60,000,000 shares of common stock, par value $0.01, of which 13,392,999 shares were issued and outstanding
as of January 11, 2024 and 1,000,000 shares of preferred stock, none of which are issued and outstanding. Our preferred stock
and/or common stock may be issued from time to time without prior approval by our stockholders. Our preferred stock and/or common stock
may be issued for such consideration as may be fixed from time to time by our Board of Directors. Our Board of Directors may issue such
shares of our preferred stock in one or more series, with such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution or resolutions.
Common
Stock
We
are authorized to issue 60,000,000 shares of common stock, $0.01 par value. Each share of common stock shall have one vote per share
for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute
a quorum at all meetings of our stockholders. Our common stock does not provide preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of
the Board of Directors.
Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors,
out of funds that we may legally use to pay dividends, subject to any preferential dividend rights of any outstanding series of preferred
stock or series of preferred stock that we may designate and issue in the future. All shares of common stock outstanding as of the date
of this prospectus and, upon issuance and sale, all shares of common stock that we may offer pursuant to this prospectus, will be fully
paid and nonassessable.
In
the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available
for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding
preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or
sinking fund provisions applicable to the common stock.
Preferred
Stock
The
Company is authorized to issue 1,000,000 shares of preferred stock. Our Board of Directors is authorized to cause us to issue, from our
authorized but unissued shares of preferred stock, one or more series of preferred stock, to establish from time to time the number of
shares to be included in each such series, as well as to fix the designation and any preferences, conversion and other rights and limitations
of such series. These rights and limitations may include voting powers, limitations as to dividends, and qualifications and terms and
conditions of redemption of the shares of each such series. As of the date of this prospectus, no shares of our preferred stock were
outstanding or designated.
Options
As
of December 31, 2023, we had:
|
● |
2,070,362
shares of our common stock issuable upon the
exercise of outstanding stock options granted to employees, directors and consultants, with exercise prices ranging from approximately
$0.005 to $15.75 and having a weighted-average exercise price of $5.56 per share; |
|
|
|
|
● |
131,585
shares of our common stock reserved for future grant under our 2017 Equity Incentive Plan; and |
|
|
|
|
● |
581,846
shares of our common stock reserved for future
grant under our 2020 Omnibus Performance Award Plan. |
Warrants
and Preferred Investment Options
As
of January 11, 2024, we had outstanding:
| ● | 51,125
shares of our common stock issuable upon the exercise of outstanding warrants expiring in
October 2027, at an exercise price per share of $6.1125; |
| ● | 32,778
shares of our common stock issuable upon the exercise of outstanding warrants expiring in
November 2026, at an exercise price per share of $2.75; |
| ● | 60,476
shares of our common stock issuable upon the exercise of outstanding warrants expiring in
November 2026, at an exercise price per share of $2.75; |
| ● | 35,088
shares of our common stock issuable upon the exercise of outstanding warrants expiring in
November 2026, at an exercise price per share of $2.6719; |
| ● | 1,685,682
shares of our common stock issuable upon the exercise of outstanding series E preferred investment
options expiring in July 2029, at an exercise price per share of $1.50; |
| ● | 31,231
shares of our common stock issuable upon the exercise of outstanding warrants expiring in
June 2028, at an exercise price per share of $4.0625; and |
| ● | 84,284
shares of our common stock issuable upon the exercise of outstanding placement agent preferred
investment options expiring in July 2029, at an exercise price per share of $2.025. |
Trading
Market
The
shares of our common stock are currently quoted on the Nasdaq Capital Market under the symbol “MBOT”.
Transfer
Agent
The
transfer agent of our common stock is Computershare Trust Company, N.A. Its address is 33 North LaSalle Street, Suite 1100, Chicago,
IL 60602.
Certain
Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws
Anti-Takeover
Provisions
Delaware
Law
We
are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, or DGCL. Section 203 prohibits a
publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business
combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another
prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger,
asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an
“interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years
prior, did own, 15% or more of the corporation’s voting stock.
Staggered
Board
Our
restated certificate of incorporation and restated by-laws provide for the Board of Directors to be divided into three classes serving
staggered terms. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire are elected
for a three-year term of office. All directors elected to our classified Board of Directors will serve until the election and qualification
of their respective successors or their earlier resignation or removal. The Board of Directors is authorized to create new directorships
and to fill such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling
such position would serve for the term applicable to that class. The Board of Directors (or its remaining members, even if less than
a quorum) is also empowered to fill vacancies on the Board of Directors occurring for any reason for the remainder of the term of the
class of directors in which the vacancy occurred. Members of the Board of Directors may only be removed for cause and only by the affirmative
vote of 80% of the outstanding voting stock. These provisions are likely to increase the time required for stockholders to change the
composition of the Board of Directors. For example, in general, at least two annual meetings will be necessary for stockholders to effect
a change in a majority of the members of the Board of Directors. The provision for a classified board could prevent a party who acquires
control of a majority of our outstanding common stock from obtaining control of our Board of Directors until our second annual stockholders
meeting following the date the acquirer obtains the controlling stock interest. The classified board provision could have the effect
of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the
likelihood that incumbent directors will retain their positions.
Advance
notice provisions for stockholder proposals
Our
restated by-laws establish an advance notice procedure for stockholder nominations of candidates for election to our Board of Directors,
as well as procedures for including proposed nominations at special meetings at which directors are to be elected. Stockholders at our
annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the
direction of our board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote
at the meeting and who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring
that business before the meeting, and who has complied with the procedures and requirements set forth in the by-laws. Although the by-laws
do not give the Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting, these by-laws may have the effect of precluding the conduct of some business
at a meeting if the proper procedures are not followed or may discourage or defer a potential acquirer from conducting a solicitation
of proxies to elect its own slate of directors or otherwise attempting to obtain control of Microbot.
Special
meetings of stockholders
Special
meetings of the stockholders may be called only by the Board of Directors, president or secretary upon the application of a majority
of the directors. Stockholders are not permitted to call a special meeting or to require our Board of Directors to call a special meeting.
No
stockholder action by written consent
Our
restated certificate of incorporation and restated by-laws do not permit our stockholders to act by written consent. As a result, any
action to be effected by our stockholders must be effected at a duly called annual or special meeting of the stockholders.
Super-majority
stockholder vote required for certain actions.
The
DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s
certificate of incorporation or by-laws, unless the corporation’s certificate of incorporation or by-laws, as the case may be,
requires a greater percentage. Our restated certificate of incorporation requires the affirmative vote of the holders of at least 80%
of our outstanding voting stock to amend or repeal certain provisions of our restated certificate of incorporation. This 80% stockholder
vote would be in addition to any separate class vote that might in the future be required pursuant to the terms of any preferred stock
that might then be outstanding. In addition, an 80% vote is also required for any amendment to, or repeal of, our restated by-laws by
the stockholders. Our restated by-laws may be amended or repealed by a vote of a majority of the total number of authorized directors.
Limitation
of Liability and Indemnification
Our
restated certificate of incorporation and our amended and restated bylaws provide that each person who was or is made a party or is threatened
to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or
is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall
be indemnified and held harmless by us to the fullest extent authorized by the DGCL against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered
by such.
Section
145 of the DGCL permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding
brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith
and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. In a derivative
action (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably
incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good
faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Delaware Chancery Court or the court in which the action or suit was brought shall determine that such person is fairly
and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant
to Section 102(b)(7) of the DGCL, Article Ninth of our restated certificate of incorporation eliminates the liability of a director to
us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
| ● | from
any breach of the director’s duty of loyalty to us or our stockholders; |
| ● | from
acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; |
| ● | under
Section 174 of the DGCL; and |
| ● | from
any transaction from which the director derived an improper personal benefit. |
We
have entered into indemnification agreements with our directors and certain officers, in addition to the indemnification provided in
our restated certificate of incorporation and our amended and restated bylaws, and intend to enter into indemnification agreements with
any new directors and executive officers in the future. We have purchased and intend to maintain insurance on behalf of any person who
is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any
such capacity, subject to certain exclusions.
The
foregoing discussion of our restated certificate of incorporation, amended and restated bylaws, indemnification agreements, indemnity
agreement, and Delaware law is not intended to be exhaustive and is qualified in its entirety by such restated certificate of incorporation,
amended and restated bylaws, indemnification agreements, indemnity agreement, or law.
LEGAL
MATTERS
The
validity of the shares of common stock being offered by this prospectus will be passed upon for us by Ruskin Moscou Faltischek, PC, Uniondale,
New York.
EXPERTS
The
consolidated financial statements of Microbot Medical Inc. as of December 31, 2022 and 2021, and for each of the two years in the period
ended December 31, 2022, incorporated by reference in this Prospectus, have been audited by Brightman Almagor Zohar and 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
This
prospectus, which constitutes a part of the Registration Statement on Form S-1 that we have filed with the SEC under the Securities Act,
does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and
the common stock offered by this prospectus, you should refer to the registration statement and the exhibits filed as part of that document.
Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete,
and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each
of these statements is qualified in all respects by this reference.
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over
the Internet at the SEC’s website at http://www.sec.gov. We also maintain a website at http://www.microbotmedical.com,
at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or
furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus. You
may also request a copy of these filings, at no cost, by writing or telephoning us at: 288 Grove Street, Suite 388, Braintree, MA 02184,
(781) 875-3605.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-1 under the Securities Act of 1933, as amended, with the SEC with respect to the securities being
offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted
by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities
being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or
incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects
by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the
exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More
Information.” We are incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report
or document that is not deemed filed under such provisions, prior to the termination of the offering:
| ● | our
Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023; |
| | |
| ● | our
Quarterly Reports on Form 10-Q for the quarters ended March
31, 2023, June
30, 2023 and September
30, 2023, filed with the SEC on May 17, 2023, August 14, 2023 and November 14, 2023,
respectively; |
| | |
| ● | our
Current Reports on Form 8-K, filed with the SEC on January
23, 2023, May
18, 2023 May
22, 2023, May
23, 2023, May
24, 2023, May
25, 2023, May
31, 2023, June
2, 2023, June
6, 2023, June
16, 2023, June
22, 2023, June
29, 2023, June
29, 2023, September
5, 2023, October
17, 2023, October
19, 2023, October
24, 2023, October
31, 2023, November
6, 2023, November
8, 2023, November
13, 2023, November
14, 2023, November
21, 2023, December
1, 2023, December
7, 2023 and January
2, 2024 (except in each case for information contained therein which is furnished rather
than filed); and |
| | |
| ● | the
description of our common stock contained in our registration statement on Form 8-A,
filed with the SEC on August 3, 1998, including all amendments and reports filed for the
purpose of updating such description. |
Any
statement contained in this prospectus and any applicable prospectus supplement or in a document incorporated or deemed to be incorporated
by reference into this prospectus and any applicable prospectus supplement will be deemed to be modified or superseded for purposes of
this prospectus and any prospectus supplement to the extent that a statement contained in this prospectus and any applicable prospectus
supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus and any applicable
prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this prospectus and any applicable prospectus supplement.
We
will furnish without charge to you, on written or oral request, a copy of any filing or report incorporated by reference, including exhibits
to the document. You should direct any requests for documents to Microbot Medical Inc., 288 Grove Street, Suite 388, Braintree, MA 02184,
(781) 875-3605, Attention: Harel Gadot.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth all costs and expenses paid or payable by us in connection with the sale of the common stock being registered.
None of these costs or expenses will be borne by the selling stockholders. All amounts shown are estimates except for the Securities
and Exchange Commission, or “SEC,” registration fee.
Expense | |
Amount
Paid or
to be Paid | |
SEC registration fee | |
$ | 361.77 | |
Printing expenses | |
| 1,000.00 | * |
Legal fees and expenses | |
| 10,000.00 | * |
Accounting fees and expenses | |
| 15,000.00 | * |
Miscellaneous expenses | |
| 2,638.23 | * |
Total | |
$ | 29,000.00 | * |
* |
Estimated,
as permitted under Item 511 of Regulation S-K. |
Item
14. 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.
In
any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriter will agree
to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities
Act of 1933, as amended, against certain liabilities.
Item
15. Recent Sales of Unregistered Securities.
On
August 18, 2020, 14,685 outstanding warrants of the Company at an exercise price per share of $8.125, were exercised on a “net
exercise” or “cashless” basis into 4,873 shares of common stock. The issuances of the 4,873 shares of common stock
were exempt from registration under Section 4(a)(2) under the Securities Act of 1933, as amended and the rules promulgated thereunder
(the “Securities Act”) as a transaction not involving a public offering to a single investor, and/or 3(a)(9) under the Securities
Act.
On
October 25, 2022, the Company sold in a private placement and issued to an investor (i) Series A preferred investment options to purchase
up to 1,022,495 shares of Common Stock (the “Series A Warrants”) at an exercise price of $4.64 per share and (ii) Series
B preferred investment options to purchase up to 1,022,495 shares of Common Stock (the “Series B Warrants” and, together
with the Series A Warrants, the “Common Warrants”) at an exercise price of $4.64 per share. The Common Warrants and the shares
of Common Stock issuable upon the exercise of the Common Warrants were offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act, and Rule 506(b) promulgated thereunder. In connection with such private placement, the Company issued to the
placement agent or its designees warrants to purchase 51,125 shares of Common Stock at an exercise price of $6.1125 per share. Such placement
agent warrants and the shares of Common Stock issuable upon the exercise of the placement agent warrants were offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act.
On
May 23, 2023, in connection with a public offering of its securities, the Company issued to the placement agent or its designees warrants
to purchase 32,778 shares of Common Stock at an exercise price of $2.75 per share. Such placement agent warrants and the shares of Common
Stock issuable upon the exercise of the Common Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the
Securities Act.
On
May 24, 2023, in connection with a public offering of its securities, the Company issued to the placement agent or its designees warrants
to purchase 60,476 shares of Common Stock at an exercise price of $2.75 per share. Such placement agent warrants and the shares of Common
Stock issuable upon the exercise of the Common Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the
Securities Act.
On
June 6, 2023, the Company sold in a private placement and issued to an investor Series C preferred investment options to purchase up
to 350,878 shares of Common Stock at an exercise price of $2.075 per share. Such Series C preferred investment options and the shares
of Common Stock issuable upon the exercise of the Series C preferred investment options were offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. In connection with such private placement, the Company
issued to the placement agent or its designees warrants to purchase 35,088 shares of Common Stock at an exercise price of $2.6719 per
share. Such placement agent warrants and the shares of Common Stock issuable upon the exercise of the placement agent warrants were offered
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
On
June 16, 2023, the Company issued 385,246 to the holder of the Company’s Series B preferred investment options pursuant to the
cashless exercise provision therein. Such shares of Common Stock issuable upon the exercise of the Series B preferred investment options
were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
On
June 28, 2023, the Company sold in a private placement and issued to an investor Series D preferred investment options to purchase up
to 312,309 shares of Common Stock at an exercise price of $3.19 per share. Such Series D preferred investment options and the shares
of Common Stock issuable upon the exercise of the Series D preferred investment options were offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. In connection with such private placement, the Company
issued to the placement agent or its designees warrants to purchase 31,231 shares of Common Stock at an exercise price of $4.0625 per
share. Such placement agent warrants and the shares of Common Stock issuable upon the exercise of the placement agent warrants were offered
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
On
January 3, 2024, the Company issued, in a private placement, Series E preferred investment options to purchase up to 1,685,682 shares
of Common Stock at an exercise price per share of $1.50, pursuant to a preferred investment option exercise inducement offer, to the
holders of certain outstanding preferred investment options of the Company. Such Series D preferred investment options and the shares
of Common Stock issuable upon the exercise of the Series D preferred investment options were offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act. In connection with the inducement offer, the Company issued to the placement agent or its
designees warrants to purchase an aggregate of 84,284 shares of Common Stock at an exercise price of $2.025 per share. Such placement
agent warrants and the shares of Common Stock issuable upon the exercise of the placement agent warrants were offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act.
Item
16. Exhibits and Financial Statement Schedules.
The
documents set forth below are filed herewith or incorporated by reference to the location indicated.
Exhibit
Number |
|
Description
of Document |
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). |
4.1 |
|
Description of the Company’s Securities (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019). |
4.2 |
|
Form of Series A 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 October 25, 2022) |
4.4 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 23, 2023) |
4.5 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023) |
4.6 |
|
Form of Warrant Amendment Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023) |
4.7 |
|
Form of Series C Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023) |
4.8 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023) |
4.9 |
|
Form of Series D Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023) |
4.10 |
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023) |
4.11 |
|
Form of Inducement Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) |
4.12 |
|
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) |
5.1+ |
|
Opinion
of Ruskin Moscou Faltischek, PC |
10.1 |
|
Form of Indemnification Agreement, between the Company and each of its Directors and Officers (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016). |
10.2* |
|
Employment Agreement with Harel Gadot (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016). |
10.3 |
|
License Agreement, dated June 20, 2012, by and between Technion Research and Development Foundation, and Microbot Medical Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March 21, 2017). |
10.4* |
|
Form of Stock Option Agreement under the Microbot Medical Inc. 2017 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2017, filed on November 14, 2017). |
10.5 |
|
Agreement, dated January 4, 2018, by and between CardioSert Ltd. and Microbot Medical Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 8, 2018). |
10.6* |
|
Employment Agreement with Dr. Eyal Morag (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on April 14, 2020). |
10.7* |
|
Microbot Medical Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A filed on August 11, 2017). |
10.8* |
|
Microbot Medical Inc. 2020 Omnibus Performance Award Plan (incorporated by reference to Exhibit A of the Company’s definitive Proxy Statement on Schedule 14A filed on July 31, 2020) |
10.9* |
|
Form
of Restricted Stock Unit Award Agreement under the Microbot Medical Inc. 2020 Omnibus Performance Award Plan (incorporated by reference
to Exhibit 4.2 of the registration Statement on Form S-8 of the Company filed on November 25, 2020) |
10.10* |
|
Form
of NQO Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to Exhibit
4.3 of the registration Statement on Form S-8 of the Company filed on November 25, 2020) |
10.11* |
|
Form
of Restricted Stock Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference
to Exhibit 4.4 of the registration Statement on Form S-8 of the Company filed on November 25, 2020) |
10.12* |
|
Form
of SAR Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to Exhibit
4.5 of the registration Statement on Form S-8 of the Company filed on November 25, 2020) |
10.13* |
|
Form
of ISO Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to Exhibit
4.6 of the registration Statement on Form S-8 of the Company filed on November 25, 2020) |
10.14* |
|
Employment
Agreement, as of March 31, 2018, with Simon Sharon (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed
on April 7, 2021) |
10.15* |
|
First
Amendment to Employment Agreement, dated as of April 19, 2021, with Simon Sharon (incorporated by reference to Exhibit 10.1 of the
Company’s Form 8-K filed on April 22, 2021) |
10.16 |
|
At
the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated
by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 10, 2021) |
10.17** |
|
Strategic
Collaboration Agreement for Technology Co-Development with Stryker Corporation, acting through its Neurovascular Division (incorporated
by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 27, 2021) |
10.18 |
|
Asset
Purchase Agreement with Nitiloop, Ltd. dated October 6, 2022 (incorporated by reference to the Registrant’s Current Report
on Form 8-K filed on October 7, 2022) |
10.19* |
|
Employment
Agreement with Rachel Vaknin (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 5, 2022) |
10.20* |
|
Second
Amendment to Employment Agreement with Harel Gadot (incorporated by reference to the Company’s Current Report on Form 8-K filed
on February 1, 2022) |
10.21 |
|
Letter
Agreements dated March 18, 2021 between Microbot Medical Ltd. and Technion Research and Development Foundation Ltd. (incorporated
by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022, filed on March 31, 2023) |
10.22 |
|
Form
of Securities Purchase Agreement, dated as of October 21, 2022, by and among Microbot Medical Inc. and the purchaser party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2022) |
10.23* |
|
Addendum
to Employment Agreement with Rachel Vaknin (incorporated by reference to the Company’s Current Report on Form 8-K filed on
May 22, 2023) |
10.24* |
|
Addendum
to Employment Agreement with Simon Sharon (incorporated by reference to the Company’s Current Report on Form 8-K filed on May
22, 2023) |
10.25* |
|
Addendum
to Employment Agreement with Eyal Morag (incorporated by reference to the Company’s Current Report on Form 8-K filed on May
22, 2023) |
10.26* |
|
Addendum
to Employment Agreement with Eyal Morag. (incorporated by reference to the Company’s Current Report on Form 8-K filed on May
22, 2023) |
10.27 |
|
Form
of Securities Purchase Agreement, dated as of May 22, 2023, by and among Microbot Medical Inc. and the purchasers party thereto (incorporated
by reference to the Registrant’s Current Report on Form 8-K filed on May 23, 2023) |
10.28 |
|
Form
of Securities Purchase Agreement, dated as of May 23, 2023, by and among Microbot Medical Inc. and the purchaser party thereto (incorporated
by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023) |
10.29 |
|
Form
of Securities Purchase Agreement, dated as of June 2, 2023, by and among Microbot Medical Inc. and the purchasers party thereto (incorporated
by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023) |
10.30 |
|
Form
of Securities Purchase Agreement, dated as of June 26, 2023, by and among Microbot Medical Inc. and the purchasers party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023) |
10.31 |
|
Employment
Agreement with Juan Diaz-Cartelle, MD (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November
21, 2023) |
10.32 |
|
Form
of Inducement Letter (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) |
21.1 |
|
Subsidiaries
of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2016 and filed on March 21, 2017). |
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
23.2+ |
|
Consent
of Ruskin Moscou Faltischek PC (included in Exhibit 5.1) |
24.1 |
|
Power
of Attorney (included on signature page) |
107 |
|
Filing Fee Table |
* |
Indicates
Management contract or compensatory plan or arrangement |
** |
Certain
identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful
if publicly disclosed. |
+ |
To
be filed by amendment |
(b)
Financial statement schedule.
None.
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 (the “Act”); |
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement; and |
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement. |
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above 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 a part of the registration statement.
(2) |
That,
for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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. |
|
|
(5) |
That,
for the purpose of determining liability under the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. 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 a part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first
use, superseded 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 date of first use. |
(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. |
|
|
(h) |
Insofar
as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission, or SEC, 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 has duly caused this registration statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of Braintree, Commonwealth of Massachusetts, on January 12,
2024.
|
MICROBOT
MEDICAL INC. |
|
|
|
|
By: |
/s/
Harel Gadot |
|
Name:
|
Harel
Gadot |
|
Title: |
President,
Chief Executive Officer and Chairman |
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harel Gadot and Rachel Vaknin as his or
her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him of her and in his or her name, place
or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments),
and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
which relates to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
|
|
Title |
|
Date |
|
|
|
|
|
/s/
Harel Gadot |
|
Chairman,
President and Chief Executive Officer |
|
January
12, 2024 |
Harel
Gadot |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Rachel Vaknin |
|
Chief
Financial Officer |
|
January
12, 2024 |
Rachel
Vaknin |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/
Yoseph Bornstein |
|
Director |
|
January
12, 2024 |
Yoseph
Bornstein |
|
|
|
|
|
|
|
|
|
/s/
Prattipati Laxminarain |
|
Director |
|
January
12, 2024 |
Prattipati
Laxminarain |
|
|
|
|
|
|
|
|
|
/s/
Scott Burell |
|
Director |
|
January
12, 2024 |
Scott
Burell |
|
|
|
|
|
|
|
|
|
/s/
Martin Madden |
|
Director |
|
January
12, 2024 |
Martin
Madden |
|
|
|
|
|
|
|
|
|
/s/
Aileen Stockburger |
|
Director |
|
January
12, 2024 |
Aileen
Stockburger |
|
|
|
|
|
|
|
|
|
|
|
Director |
|
|
Tal
Wenderow |
|
|
|
|
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 31, 2023, relating to
the financial statements of Microbot Medical Inc. appearing in the Annual Report on Form 10-K of Microbot Medical Inc. for the year ended
December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/
Brightman Almagor Zohar & Co.
Brightman
Almagor Zohar & Co.
Certified
Public Accountants
A
Firm in the Deloitte Global Network
Tel
Aviv, Israel
January
12, 2024
Exhibit
107
Calculation
of Filing Fee Table
Form
S-1
(Form
Type)
Microbot
Medical Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| |
Security Type | | |
Security Class Title | | |
Fee Calculation Rule or Carry Forward Rule | | |
Amount Registered (1) | | |
Proposed Maximum Offering Price Per Unit(2) | | |
Maximum Aggregate Offering Price(1) | | |
Fee Rate | | |
Amount of Registration Fee(2) | |
Fees to be Paid | |
| Equity | | |
| Common Stock, $0.01 par value per share(3) | | |
| 457 | (c) | |
| 1,769,966 | | |
$ | 1.3848 | | |
$ | 2,450,960 | | |
| .0001476 | | |
$ | 361.77 | |
Fees Previously Paid | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Carry Forward Securities | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Offering Amounts | | |
| | | |
| | | |
$ | 2,450,960 | | |
| .0001476 | | |
$ | 361.77 | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| | | |
$ | – | |
Net Fee Due | | |
| | | |
| | | |
| | | |
| | | |
$ | 361.77 | |
(1) | Pursuant
to Rule 416 under the Securities Act, this registration statement shall also cover any additional
shares of the registrant’s securities that become issuable by reason of any share splits,
share dividends or similar transactions. |
(2) | Estimated
in accordance with Rules 457(c) solely for purposes of calculating the registration fee,
based on the average of the high and low prices of the Registrant’s common stock as
reported on the Nasdaq Capital Market on January 8, 2024 ($1.3848 per share of common stock). |
(3) | Consists
of aggregate of 1,769,966 shares of the Registrant’s common stock issuable upon the
exercise of outstanding preferred investment options of the Registrant. |
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