Microbot Medical holder exercises 600,000 options at $2.10 and gets Series J options

Microbot Medical Inc. (Nasdaq: MBOT) said on October 3, 2025 that a holder exercised 600,000 series H preferred investment options for 600,000 shares of common stock at $2.10 per share. In return, the holder received 600,000 new series J preferred investment options. The company reported the inducement exercise in a Form 8-K under Items 1.01 and 3.02.

The inducement exercise

On September 29, 2025, the holder exercised the series H options for common stock, par value $0.01 per share, at an exercise price of $2.10 per share. The exercise followed an inducement agreement dated September 14, 2025, which the filing calls the Letter Agreement. Under it, the holder received 600,000 new series J preferred investment options, which the filing calls the New PIOs. The filing says the remaining 1,324,488 series H options covered by the Letter Agreement are expected to be exercised in one or more additional closings on or before October 15, 2025.

In an inducement deal, the holder exercises existing options early in return for new ones. The company receives $2.10 a share for the exercised shares, while the new series J options are a further source of potential dilution.

Options issued to H.C. Wainwright

Microbot also issued 30,000 preferred investment options, the Wainwright PIOs, to H.C. Wainwright & Co., LLC. They were issued under the company's May 29, 2024 engagement letter with Wainwright, as amended. The company issued the New PIOs and the Wainwright PIOs without registration under the Securities Act of 1933, relying on the exemption in Section 4(a)(2).

The filing says neither those options nor the shares underlying them have been registered, and that they may not be offered or sold in the United States absent registration or an exemption. The resale of shares issuable on exercise of the existing options is covered by a post-effective amendment on Form S-3 to a registration statement on Form S-1, which the SEC declared effective on April 2, 2025. The terms of the New PIOs and the Wainwright PIOs are described in the company's Form 8-K filed on September 16, 2025.

Separate exercise of other options

The 8-K also reports a separate exercise. On September 23, 2025, Microbot issued 374,167 shares of common stock on the exercise of a like number of preferred investment options, which it calls the PA Options. The exercise prices ranged between $1.875 and $2.6625 per share. The exercises produced gross proceeds of approximately $896,000 before placement agent fees and expenses. The filing does not name the placement agent for the PA Options. The shares were issued under Section 4(a)(2) as a transaction not involving any public offering.

Cash, losses and going concern

The 10-K, filed March 25, 2025, says Microbot has had no revenue and has incurred significant operating losses since inception. Its auditor says it has incurred operating losses and negative cash flows from operations since inception, and that as of December 31, 2024 its cash, cash equivalents and marketable securities were insufficient to fund its planned operations for at least a year after the statements were issued.

The 10-K reports a net loss of $11,443 thousand for 2024, against $10,740 thousand for 2023. Its operating loss was $11,625 thousand for 2024. Cash and cash equivalents were $3,114 thousand at December 31, 2024, with marketable securities of $2,356 thousand. The 10-K warns that if it cannot raise capital when needed, it could be forced to delay, reduce or eliminate product development or commercialization efforts.

The 8-K does not say how the exercise proceeds will be used.

Signatories

Harel Gadot, Chief Executive Officer, President and Chairman, signed the 8-K.

Microbot's 10-K says its business depends heavily on its sole lead product candidate, the LIBERTY Endovascular Robotic Surgical System. It also says the company does not know whether the data in its 510(k) application will satisfy all FDA requirements to support clearance of the system.

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