UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____ to _____

Commission file number: 000-19871

MICROBOT MEDICAL INC.

(Name of Registrant in Its Charter)

Delaware

94-3078125

State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

175 Derby St., Bld. 27

Hingham, MA 02043

(Address of principal executive offices)

(781) 875-3605

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of exchange on which registered
Common Stock		MBOT		NASDAQ Capital Market

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 67,158,044 shares of Common Stock, $0.01 par value at November 12, 2025.

MICROBOT MEDICAL INC. AND SUBSIDIARY

Index

Part I - Financial Information
Item 1 - Financial Statements
Interim Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited)	1
Interim Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
Interim Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
Notes to Interim Unaudited Condensed Consolidated Financial Statements	5
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	23
Item 4 - Controls and Procedures	24
Part II - Other Information	25
Item 1 - Legal Proceedings	25
Item 1A - Risk Factors	25
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3 - Defaults Upon Senior Securities	25
Item 4 - Mine Safety Disclosures	25
Item 5 - Other Information	25
Item 6 - Exhibits	25
Signatures	26

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Balance Sheets

U.S. dollars in thousands

(Except share and per share data)

			As of			As of
	Notes		September 30, 2025			December 31, 2024
			Unaudited			Audited
ASSETS
Current assets:
Cash and cash equivalents			$	6,704		$	3,114
Marketable securities		2		73,454			2,356
Restricted cash				54			49
Prepaid expenses and other current assets				573			300
Total current assets				80,785			5,819

Property and equipment, net				78			80
Operating right-of-use assets		6		897			132
Total assets			$	81,760		$	6,031

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	509		$	165
Lease liabilities		6		297			70
Accrued liabilities				2,128			2,225
Total current liabilities				2,934			2,460

Non-current liabilities:
Long-term lease liabilities		6		602			41
Total liabilities				3,536			2,501

Shareholders’ equity:

Common stock; $0.01 par value; 120,000,000 and 60,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 65,833,556 and 19,399,513 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.				659			195
Additional paid-in capital				178,187			94,279
Accumulated deficit				(100,622	)		(90,944	)
Total shareholders’ equity				78,224			3,530
Total liabilities and shareholders’ equity			$	81,760		$	6,031

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Comprehensive Loss

U.S. dollars in thousands

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
	Unaudited						Unaudited
Research and development, net	$	(1,171	)	$	(2,060	)	$	(4,741	)	$	(4,646	)
Sales, General and administrative		(2,690	)		(1,240	)		(5,864	)		(3,549	)
Operating loss		(3,861	)		(3,300	)		(10,605	)		(8,195	)
Other income (see Note 3G)		-			-			316			-
Financing income, net		284			85			611			144
Net loss	$	(3,577	)	$	(3,215	)	$	(9,678	)	$	(8,051	)

Basic and diluted net loss per share	$	(0.07	)	$	(0.20	)	$	(0.25	)	$	(0.53	)
Basic and diluted weighted average common shares outstanding		48,095,384			16,471,419			38,618,642			15,129,574

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Shareholders’ Equity

Unaudited - U.S. dollars in thousands

(Except share and per share data)

	Shares		Amount		Capital		Deficit			Equity
					Additional					Total
	Common Stock				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Equity

Balances, December 31, 2023 (Audited)		11,707,317	$	118	$	83,884	$	(79,501	)	$	4,501
Issuance of common stock and warrants, net (1)		1,685,682		17		2,380		-			2,397
Issuance of common stock relating to settlement agreement (2)		1,005,965		10		1,101		-			1,111
Share-based compensation		-		-		529		-			529
Net loss		-		-		-		(2,371	)		(2,371	)
Balances, March 31, 2024		14,398,964		145		87,894		(81,872	)		6,167
Issuance of common stock and warrants, net (3)		1,566,669		16		2,006		-			2,022
Share-based compensation		-		-		331		-			331
Net loss		-		-		-		(2,465	)		(2,465	)
Balances, June 30, 2024		15,965,633	$	161	$	90,231	$	(84,337	)	$	6,055
Issuance of common stock under the at-the-market offering, net (4)		685,800		7		678		-			685
Share-based compensation		-		-		283		-			283
Net loss		-		-		-		(3,215	)		(3,215	)
Balances, September 30, 2024		16,651,433		168		91,192		(87,552	)		3,808

						Additional						Total
	Common Stock					Paid-In			Accumulated			Shareholders’
	Shares		Amount			Capital			Deficit			Equity

Balances, December 31, 2024 (Audited)		19,399,513	$	195		$	94,279		$	(90,944	)	$	3,530
Issuance of common stock and warrants, net (5)		13,891,840		139			25,778			-			25,917
Issuance of common stock under the at-the-market offering, net (6)		842,606		8			989			-			997
Issuance of common stock upon exercise of warrants, net (7)		610,517		6			846			-			852
Share-based compensation		-		-			256			-			256
Net loss		-		-			-			(2,601	)		(2,601	)
Balances, March 31, 2025		34,744,476		348			122,148			(93,545	)		28,951
Issuance of common stock upon exercise of warrants, net (8)		3,213,840		32			4,474			-			4,506
Shares pending issuance on exercise of warrants (9)		-		-			163			-			163
Share-based compensation		-		-			237			-			237
Net loss		-		-			-			(3,500	)		(3,500	)
Balances, June 30, 2025		37,958,316		380			127,022			(97,045	)		30,357
Balance		37,958,316		380			127,022			(97,045	)		30,357
Issuance of common stock upon exercise of warrants, net (10)		15,063,395		151			26,708			-			26,859
Issuance of common stock and warrants, net (11)		12,664,627		127			24,129			-			24,256
Issuance of shares that were pending issuance on exercise of warrants		100,000		1			(1	)		-			-
Exercise of options		47,218		-(	)		1			-			1
Share-based compensation		-		-			328			-			328
Net loss		-		-			-			(3,577	)		(3,577	)
Balances, September 30, 2025		65,833,556	$	659		$	178,187		$	(100,622	)	$	78,224
Balance		65,833,556	$	659		$	178,187		$	(100,622	)	$	78,224

(*)

Less than $1.

	(1)	Net of issuance costs in the amount of $333.
	(2)	See Note 3F.
	(3)	Net of issuance costs in the amount of $328.
	(4)	Net of issuance costs in the amount of $49.
	(5)	Net of issuance costs in the amount of $2,683.
	(6)	Net of issuance costs in the amount of $65.
	(7)	Net of issuance costs in the amount of $64.
	(8)	Net of issuance costs in the amount of $340.
	(9)	Net of issuance costs in the amount of $12.
	(10)	Net of issuance costs in the amount of $1,954.
	(11)	Net of issuance costs in the amount of $2,249, of which $153 had not been paid as of September 30, 2025.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Cash Flows

U.S. dollars in thousands

	2025			2024
	For the Nine Months Ended September 30,
	2025			2024
	Unaudited			Unaudited
Operating activities:
Net loss	$	(9,678	)	$	(8,051	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation of property and equipment		37			65
Interest income and unrealized gains from marketable securities		(282	)		(2	)
Share-based compensation		821			1,067
Changes in assets and liabilities:
Prepaid expenses and other assets		(175	)		(274	)
Other payables and accrued liabilities		(11	)		(176	)
Insurance recovery related to legal settlement and legal expenses received in cash		-			1,335
Legal settlement paid in cash		-			(1,100	)
Net cash flows used in operating activities		(9,288	)		(7,136	)

Investing activities:
Purchases of property and equipment		(35	)		(18	)
Purchases of marketable securities		(79,918	)		(5,120	)
Proceeds from sales of marketable securities		9,102			2,680
Proceeds from maturities of marketable securities		-			2,500
Net cash flows (used in) provided by investing activities		(70,851	)		42

Financing activities:
Issuance of common stock and warrants, net		83,733			5,104
Exercise of options		1			-
Net cash flows provided by financing activities		83,734			5,104

Increase (decrease) in cash, cash equivalents and restricted cash		3,595			(1,990	)
Cash, cash equivalents and restricted cash at beginning of period		3,163			2,517
Cash, cash equivalents and restricted cash at end of period	$	6,758		$	527

Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities	$	893		$	37
Issuance expenses not paid	$	153		$	-
Legal settlement settled through issuance of common stock	$	-		$	1,111
Accrued bonus settled through grant of stock-option awards	$	-		$	76
Deferred issuance expenses	$	30		$	-

Supplemental disclosure of cash flow information:
Cash and cash equivalents	$	6,704		$	479
Restricted cash		54			48
Cash, cash equivalents and restricted cash	$	6,758		$	527

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Notes to Interim Unaudited Condensed Consolidated Financial Statements

U.S. dollars in thousands

(Except share and per share data)

NOTE 1 – GENERAL

A. Description of business

Microbot Medical Inc. (the “Company”) is a medical device company specializing in the research, design and development of next generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

The Company 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 Cyto Therapeutics, 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, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel” or “Subsidiary”). On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.

The Company and its Subsidiary are sometimes collectively referred to as the “Company” as the context may require.

B. Risk Factors

To date, the Company has not generated revenues from its operations. As of September 30, 2025, the Company had cash equivalents and marketable securities balance of approximately $80,158, excluding restricted cash. Due to continuing research and development and pre-commercialization activities, the Company expects to continue to incur additional losses for the foreseeable future. Notwithstanding these conditions, the Company’s management has concluded that the available funds as of the balance sheet date, are sufficient to fund the Company’s operations for more than twelve months from the issuance date of these financial statements.

The Company may raise additional funds through future issuances of either debt and/or equity securities, including pursuant to a possible At-the-Market offering, upon cash exercise of outstanding investment options, and additional grants from the Israeli Innovation Authority and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.

Israel-Hamas War

On October 7, 2023, the State of Israel, where our research and development and other operations are primarily based, suffered a surprise attack by hostile forces from Gaza, which led to Israeli military operation at first in Gaza and then in Lebanon. These military operations and related activities, such as the recent collapse of the Assad regime in Syria and Israel’s subsequent military operations in Syria, and the escalation of military operations by and against the Houthis in Yemen and the Iranian regime, are on-going as of the issuance date of these financial statements, although there have been cease fires and lulls in military operations from time to time, including the most recent cease-fire with Hamas on October 10, 2025.

The Company has considered various ongoing risks relating to the military operations and related matters, including:

●	That some of our Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, may not be fully active and operational, as instructed by the relevant authorities;
●	A slowdown in the number of international flights in and out of Israel;
●	The decreasing international regard for Israeli-based companies in certain quarters, including as a result of the Israeli government’s policies in Gaza and the West Bank; and
●	Possible and actual boycotts of Israel and Israeli-based companies, which may adversely affect the Company’s ability to do business in certain jurisdictions or with certain industry groups or potential customers, among others.

The Company is closely monitoring how the military operations and related activities could adversely affect 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 its devices and to ship them outside of Israel. As of the issuance date of these financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations, but the Company continues to monitor the situation, as any collapse of a cease-fire with any nation or group hostile to Israel from time to time, or any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support its clinical and regulatory activities. The Company does not have any specific contingency plans in the event of any such escalation or change.

C. Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These interim consolidated condensed financial statements should be read in conjunction with the Company’s latest audited financial statements.

Operating results for the three and nine-month period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the Company’s latest annual audited financial statements, except if noted below.

Basis of presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates.

Fair value of financial instruments:

The carrying values of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments.

A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2025, and December 31, 2024:

	Total		Level 1		Level 2		Level 3
	As of September 30, 2025
	Total		Level 1		Level 2		Level 3

Marketable securities:
Money market mutual funds	$	73,454	$	73,454	$	-	$	-
Marketable securities	$	73,454	$	73,454	$	-	$	-

	Total		Level 1		Level 2		Level 3
	As of December 31, 2024
	Total		Level 1		Level 2		Level 3

Marketable securities:
Money market mutual funds	$	2,356	$	2,356	$	-	$	-
Marketable securities	$	2,356	$	2,356	$	-	$	-

The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s money market funds are classified as Level 1. Other than that, the Company doesn’t have any other financial assets or financial liabilities marked to market at fair value as of September 30, 2025 and December 31, 2024.

Share-based compensation:

The Company applies ASC 718-10, “Share-Based Payment” (“ASC 718-10”), which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including stock options under the Company’s stock plans based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model, which is recognized as an expense over the requisite service periods in the Company’s statement of comprehensive loss, based on a straight-line method. The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date.

The Company recognizes the expense for an equity classified awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. If no explicit service period is determined, the Company estimates the implicit service period based on the timing the employee is expected to achieve the related performance condition. When no future services are required to be performed by the grantee in exchange for an award of equity instruments, and if such award does not contain a performance condition, the cost of the award is expensed on the grant date.

The Company estimates the implicit service period based on the timing the employee is expected to achieve the related performance condition. When no future services are required to be performed by the grantee in exchange for an award of equity instruments, and if such award does not contain a performance condition, the cost of the award is expensed on the grant date.

The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on the standard deviation of the Company’s closing prices according to the expected life (SAB107) for each of the grants. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term.

For stock options that qualify as “plain-vanilla,” the expected term is calculated using the simplified method. For stock options that do not qualify as “plain-vanilla”, the Company’s management estimated that the expected stock option term is the contractual term of the options. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company.

Recently adopted accounting pronouncements:

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required also for entities with a single reportable segment. The ASU was effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods. As part of the Annual Report for the year ended December 31, 2024, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented. Refer to Note 5 herein for further details regarding this adoption.

Accounting pronouncements not yet effective:

In November 2024, the FASB issued ASU 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220- 40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the financial statements notes, to provide enhanced transparency into the expense captions presented on the face of the consolidated statement of comprehensive loss.

The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact that ASU 2024-03 will have on its related disclosures.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

A. Government grants:

Microbot Israel has received grants from the IIA for participation in research and development since 2013 through September 30, 2025, totaling approximately $2,154.

In addition, as a result of the agreement with Nitiloop, on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $925.

In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3.0% - 5% of its future sales of the products up to grant amount plus interest. The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of Secured Overnight Financing Rate (“SOFR”) per year (SOFR is a benchmark interest rate which replaced LIBOR).

The repayment of the grants is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the project fails, is unsuccessful or aborted or if no sales are generated. The financial risk is assumed completely by the Government of Israel. The grants are received from the Government on a project- by-project basis.

As of September 30, 2025, the Company received a grant from the Ministry of Economy, in the amount of approximately $50 for participation in expenses related to the LIBERTY^® Endovascular Robotic Surgical System in the U.S. market. In relation with the Ministry of Economy grant, the Company is obligated to pay royalties amounting to 3% of future sales of the LIBERTY^® Endovascular Robotic Surgical System up to the grant amount plus interest.

B. TRDF agreement:

Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF transferred to Microbot Israel a global, exclusive, royalty-bearing license (as amended, the “License Agreement”) with respect to its then Self-Cleaning Shunt (“SCS”) project and TipCat assets, which also governed certain technology relating to the Company’s LIBERTY^®Endovascular Robotic Surgical System. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3.0%) and on sublicense income as detailed in the License Agreement.

In October 2022 the Company suspended the SCS project and as a result of the Company’s May 2023 implementation of its core-business focus program and cost reduction plan, the Company returned the licensed intellectual property for the TipCat back to TRDF in June 2023 and returned the licensed intellectual property for the SCS (ViRob) back to TRDF in July 2023. As a result, as of the date of these financial statements, the License Agreement is limited to the certain technology relating to the Company’s LIBERTY^® Endovascular Robotic Surgical System.

C. ATM agreement:

On June 10, 2021, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock having an aggregate offering price of up to $10,000 at market prices or as otherwise agreed with Wainwright. The Company entered into an amendment, dated July 1, 2024, to the ATM Agreement with Wainwright dated June 10, 2021, relating to the offer and sale of shares of the Company’s common stock having an aggregate offering price of up to approximately $4,820 from time to time through Wainwright, acting as sales agent. The compensation to Wainwright for sales of the shares is a placement fee of 3.0% of the gross sales price of the shares of common stock sold pursuant to this ATM Agreement. See also Note 4B below.

D. Engagement letters with H.C. Wainwright:

In connection with registered direct and private placement offerings, the Company entered into engagement letters (the “Engagement Letters”) with Wainwright on October 3, 2022, on May 16, 2023, on October 24, 2023, and on May 29, 2024 which was amended most recently on February 9, 2025, in each case pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company.

As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from offerings contemplated by the Engagement Letters, plus a management fee equal to 1.0% of the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings, equal to five (5.0%) percent of the aggregate number of such shares of common stock in such offerings. In addition, upon exercise for cash of any investment options by an investor, the Company has agreed to pay Wainwright a cash fee equal to 7.0% of the gross proceeds from such exercise and to issue to Wainwright or its designees additional preferred investment options equal to five (5.0%) percent of the aggregate number of shares of common stock issued upon such exercise See also Note 4C below.

E. Acquisition of Nitiloop’s assets:

On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Technology”) 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 thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application.

In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $8,000, as follows:

Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and

Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product.

F. Litigation resulting from the 2017 financing:

The Company was 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., (the “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 “Lawsuit”). The complaint alleged, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017, equity financing (the “2017 Financing”), of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The complaint sought rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the 2017 Financing.

On January 26, 2024 (the “Effective Date”), the Company entered into a settlement agreement and release with the Plaintiffs (the “Settlement Agreement”), effectively resolving the Lawsuit.

Pursuant to the Settlement Agreement, the Company paid $2,154 consisting of a cash payment of $1,100, covered by the Company’s insurance company, and 1,005,965 shares of restricted common stock which were subsequently registered for resale. Furthermore, the Company’s insurance company is responsible for covering legal expenses incurred by the Company in relation to the legal proceedings of the Lawsuit. In February 2024, the Plaintiffs filed a stipulation discontinuing the Lawsuit with prejudice.

The Company concluded the Settlement Agreement gave rise to loss contingencies in the scope of ASC Subtopic 450-20, Contingencies – Loss Contingencies, and as of December 31, 2023, the Company recorded a contingent liability, as the Company deemed it both probable and reasonably estimable.

The Company determined that the loss contingency should be recognized as non-operating losses, offset by loss recoveries received from the Company’s insurance company.

As a result of the Settlement Agreement and the insurance recovery received from the insurance company, as of December 31, 2023, the Company recorded a current liability and a current asset on its consolidated balance sheet totaling $2,211 and $1,335, respectively. Within this asset, $1,100 represents the recovery of the cash payment of the settlement amount, and $235 represents recovery of legal expenses. A net non-operating loss of $1,111 from legal settlement was reflected in the Company’s consolidated statement of comprehensive loss for the year ended December 31, 2023. In the first quarter of 2024, the Company received $1,335 from the insurance company. Additionally, during the first quarter of 2024, the Company paid the settlement amount by transferring $1,100 in cash to the Plaintiffs and issuing 1,005,965 shares of the Company’s common stock, thereby settling the liability recorded as of December 31, 2023.

G. Mona litigation:

In March 2025, an appellate court held in favor of the Company with respect to a 2019 action against Alliance Investment Management, Ltd. (“Alliance”), later amended to add Joseph Mona (“Mona”) as a defendant, in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), to compel Alliance and/or Mona to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months. As a result, the Company received a judgment in the amount of approximately $316, net of legal fees and expenses. The amount received was recorded as other income in the Company’s interim condensed consolidated statement of comprehensive loss. A subsequent petition by the defendant to the United States Supreme Court for review to overturn the appellate court’s ruling has been denied.

H. Employment-Related Matter

On June 17, 2025, the Company received a demand letter from legal counsel representing a former employee in connection with an employment-related matter. As of the issuance date of these financial statements, the Company has not received a formal notice or service of a claim from any government agency or with respect to any court, tribunal or panel. Based on its initial assessment, the Company believes the claims are without merit.

I. Accrued bonuses

As of September 30, 2025, the Company recorded accrued bonuses to the CEO and other executives, in the aggregate amount of $535.

NOTE 4 - SHARE CAPITAL

A. Registered direct and private placement offerings

On January 6, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 4,000,001 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.75 per share, for aggregate gross proceeds from the offerings of approximately $7,000 before deducting the placement agent fee and related offering expenses of approximately $690. In a concurrent private placement, the Company agreed to issue to the investors series G preferred investment options to purchase up to 8,000,002 shares of common stock at an exercise price of $1.75 per share. Each Series G preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 200,000 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.1875 per share.

On January 7, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 3,788,550 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.27 per share, for aggregate gross proceeds from the offerings of approximately $8,600 before deducting the placement agent fee and related offering expenses of approximately $818. In a concurrent private placement, the Company agreed to issue to the investors series H preferred investment options to purchase up to 7,577,100 shares of common stock at an exercise price of $2.10 per share. Each Series H preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 189,428 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.8375 per share.

On February 9, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 6,103,289 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.13 per share, for aggregate gross proceeds from the offerings of approximately $13,000 before deducting the placement agent fee and related offering expenses of approximately $1,175. In a concurrent private placement, the Company agreed to issue to the investors series I preferred investment options to purchase up to 12,206,578 shares of common stock at an exercise price of $2.13 per share. Each Series I preferred investment option is exercisable on the later of (i) the date on which the amendment to the Company’s articles of incorporation that increases the number of authorized shares of common stock to an amount of shares of common stock sufficient for the exercise in full of the series I preferred investment options is filed and accepted with the State of Delaware law (such date, the “Authorized Share Increase Date”) and (ii) the date on which approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of all the series I preferred investment options and the shares of common stock issuable upon the exercise thereof, is received and deemed effective under Delaware law (the “Initial exercise date”), and will expire two years from the initial exercise date. Net cash settlements are not permitted under any event under the Securities Purchase Agreements.

The Company also issued to Wainwright or its designees preferred investment options to purchase up to 305,164 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.6625 per share.

On June 10, 2025, at the Company’s annual meeting of stockholders, an amendment to the Company’s articles of incorporation was approved, increasing the number of authorized shares of common stock to 120,000,000. The amendment was subsequently filed with and accepted by the State of Delaware law and became effective on that date. Refer to Note 4G.

As a result, the Series I preferred investment options to purchase up to 12,206,578 shares of common stock at an exercise price of $2.13 per share, and the placement agent preferred investment options to purchase up to 305,164 shares of common stock at an exercise price of $2.6625 per share, each of which was issued on February 11, 2025, became immediately exercisable until their two year anniversary.

B. At-the-market offerings

On July 1, 2024, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $4,820 of the Company’s shares of common stock pursuant to the ATM Agreement. During the fiscal year ended December 31, 2024, the Company issued 3,433,880 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $3,756 before deducting sales agent commissions and other offering expenses of $239.

In January 2025, the Company issued 842,606 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $1,062 before deducting sales agent commissions and other offering expenses of $65. The Company is no longer selling its securities pursuant to the ATM Agreement and has not as of the filing of these financial statements entered into a new or replacement ATM agreement.

C. Exercise of Investment Options

During the three months ended March 31, 2025, the Company raised approximately $916 in gross proceeds from the exercise of an aggregate of 610,517 outstanding Series E preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $64 to its placement agent and issued an aggregate of 30,526 placement agent options.

During the three months ended June 30, 2025, the Company raised approximately $5,021 in gross proceeds from the exercise of an aggregate of 3,313,840 outstanding Series E, Series F and Series G preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $352 to its placement agent and issued an aggregate of 165,693 placement agent options.

During the three months ended September 30, 2025, the Company raised approximately $27,918 in gross proceeds from the exercise of an aggregate of 14,689,228 outstanding Series E, Series F, Series G, Series H and Series I preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $1,954 to its placement agent and issued an aggregate of 734,461 placement agent options.

Additionally, the Company received gross proceeds of approximately $895 from the exercise of an aggregate of 374,167 outstanding placement agent options.

D. Equity classification

The common stock of the Company is classified as equity under the requirements of ASC Topic 505 Equity.

The Company analyzed the accounting treatment for all of the outstanding preferred investment options. Based on the Company’s analysis all such preferred investment options were classified as equity.

The Company analyzed the accounting treatment for all of the outstanding preferred investment options issued to Wainwright. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards.

E. Employee Stock Option Grants and Exercises

During the year ended December 31, 2024:

●	The Company granted the CEO, its executives and management, fully vested options to purchase an aggregate of 80,000 and 50,000 shares of the Company’s common stock, respectively, at an exercise price per share of $1.2684.

●	The Company granted the CEO and certain executives, options to purchase an aggregate of 80,000 and 52,500 shares of the Company’s common stock, respectively, at an exercise price per share of $1.25. The vesting of these options is subject to the achievement of specified performance conditions. For the year ended December 31, 2024, the Company recorded an expense of $38, reflecting management’s assessment that the specified performance milestones for 35,625 of the 132,500 options were achieved by their due date.

●	The Company granted the CEO, its executives, and certain employees, options to purchase an aggregate of 80,000 and 115,000 shares of the Company’s common stock, respectively, at an exercise price per share of $1.2684, with a vesting period of three years.

●	The Company granted an advisor options to purchase an aggregate of 25,000 shares of the Company’s common stock, at an exercise price per share of $0.881, with a vesting period of three years.

With respect to the CEO’s 2023 annual bonus, during February 2024, the Company paid 25% of the CEO’s total 2023 bonus - amounting to approximately $99, through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with an exercise price per share of $1.25.

In February 2025, the Company determined that 35,625 out of 132,500 performance-based options granted in February 2024 had met their milestones and been vested, while the remainder 96,875 options which did not meet their milestones had been forfeited.

On June 10, 2025, at the Company’s annual meeting of stockholders, an amendment to the Company’s 2020 Omnibus Performance Award Plan (as amended) was approved. This amendment increased the number of shares of common stock authorized and reserved for issuance under the plan by 2,591,019 shares.

During the nine months ended September 30, 2025, the Company granted the CEO, executives and certain employees, and certain board members, 228,000, 386,375 and 70,000 options, respectively.

In August 2025, a former advisor of the Company exercised 47,218 vested options at an exercise price of NIS 0.01 per option. As a result of this exercise, the Company received total consideration of approximately $1.

F. Warrants:

The remaining outstanding warrants and terms as of September 30, 2025 and December 31, 2024, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Issuance date	Outstanding and exercisable as of September 30, 2025		Outstanding and exercisable as of December 31, 2024		Exercise Price		Exercisable Through
Warrant to underwriters October 2022		51,125		51,125	$	6.11	October 21, 2027
Warrant to underwriters May 2023		32,778		32,778	$	2.75	November 23, 2026
Warrant to underwriters May 2023		60,476		60,476	$	2.75	November 24, 2026
Warrant to underwriters June 2023		35,088		35,088	$	2.67	June 2, 2028
Warrant to underwriters June 2023		31,231		31,231	$	4.06	June 28, 2028
Warrant series E January 2024		-		1,685,682	$	1.50	July 3, 2029
Warrant to underwriters January 2024		84,284		84,284	$	2.03	July 3, 2029
Warrant series F June 2024		-		3,133,338	$	1.50	June 3, 2026
Warrant to underwriters June 2024		28,102		78,333	$	1.88	June 3, 2026
Warrant series H January 2025		1,324,488		-	$	2.10	January 10, 2027
Warrant to underwriters January 2025		71,750		-	$	2.19	January 7, 2027
Warrant to underwriters January 2025		189,428		-	$	2.84	January 10, 2027
Warrant to underwriters January 2025		30,526		-	$	1.88	July 8, 2030
Warrant to underwriters February 2025		109,478		-	$	2.66	June 10, 2027
Warrant to underwriters September 2025		10,362		-	$	1.88	March 16, 2028
Warrant to underwriters September 2025		31,429		-	$	2.12	March 16, 2028
Warrant to underwriters September 2025		138,906		-	$	2.62	March 16, 2028
Warrant to underwriters September 2025		422,535		-	$	2.66	March 16, 2028
Warrant to underwriters September 2025		30,000		-	$	2.62	March 29, 2028
Warrant to underwriters September 2025		53,758		-	$	1,88	March 16, 2031
Warrant to underwriters September 2025		146,306		-	$	1.88	September 16, 2027
Warrant to underwriters September 2025		368,572		-	$	2.12	September 16, 2027
Warrant to underwriters September 2025		143,723		-	$	2.63	September 16, 2027
Warrant to underwriters September 2025		187,794		-	$	2.66	September 16, 2027
Warrant series J September 2025		12,064,627		-	$	4.50	March 16, 2028
Warrant series J September 2025		600,000		-	$	4.50	March 29, 2028

G. Increase in Authorized Shares:

On June 10, 2025, following the stockholders approval obtained at the 2025 annual meeting of stockholders of the Company, the Company filed with the State of Delaware a certificate of amendment to the Company’s restated certificate of incorporation, as amended, which increased the total number of shares of common stock authorized for issuance to 120,000,000 shares, with a corresponding increase in the total authorized shares from 61,000,000 to 121,000,000. Immediately thereafter, the Company had 121,000,000 shares of authorized stock, consisting of (i) 120,000,000 shares of common stock, and (ii) 1,000,000 shares of undesignated preferred stock.

H. Investment Inducement Transaction:

On September 14, 2025, the Company entered into an inducement agreement (the “Letter Agreement”) with certain holders (the “Holders”) of existing (i) series F preferred investment options to purchase 207,224 shares of Company’s common stock at an exercise price of $1.50 per share, (ii) series G preferred investment options to purchase 628,571 shares of Company’s common stock at an exercise price of $1.75 per share, (iii) series H preferred investment options to purchase 4,702,612 shares of Company’s common stock at an exercise price of $2.10 per share, and (iv) series I preferred investment options to purchase 8,450,708 shares of Company’s common stock at an exercise price of $2.13 per share (collectively, the “Existing Preferred Investment Options”). Pursuant to the Letter Agreement, the Holders exercised for cash their Existing Preferred Investment Options to purchase an aggregate of 13,989,115 shares of Company’s common stock, at exercise prices ranging from $1.50 to $2.13 per share, in consideration for the Company’s agreement to issue new series J preferred investment options (the “New Preferred Investment Options”) to purchase up to an aggregate of 13,989,115 shares of Company’s common stock at an exercise price of $4.50 per share (collectively, the “Inducement Transaction”). The New Preferred Investment Options are exercisable beginning six months after issuance and will expire two years thereafter.

At the first closing of the Inducement Transaction, which occurred on September 16, 2025, certain Holders exercised Existing Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock. At the second closing of the Inducement Transaction on September 29, 2025, a certain Holder exercised Existing Preferred Investment Options to purchase 600,000 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to 600,000 shares of Company’s common stock.

The third closing of the Inducement Transaction occurred on October 6, 2025. Refer to Note 7.

The Company received aggregate gross proceeds of approximately $26,505 from the exercise of the Existing Preferred Investment Options at the closings, before deducting placement agent fees and other offering expenses of approximately $2,249, of which $153 had not been paid as of September 30, 2025. Additionally, as a result of the Inducement Transaction, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company issued an aggregate of 633,232 placement agent options.

NOTE 5 – SEGMENT REPORTING

Segment information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the business, makes business decisions and assesses performance. The Company has one operating and reportable segment, which is the development of robotic devices for endoluminal surgery. See Note 1A for further details.

The CODM assesses performance for this segment and decides how to allocate resources based on net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents and marketable securities. The chief executive officer performs the assessment of segment performance by using the reported measure of segment loss to monitor actual results.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three and nine months ended September 30, 2025, and 2024:

	2025		2024		2025		2024
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Significant segment expenses:
Payroll and payroll related	$	2,035	$	1,391	$	5,159	$	3,575
Materials and subcontractors		579		954		1,522		1,597
Share-based compensation		328		283		821		1,067
Other segment items (*)		635		587		2,176		1,812
Net loss	$	3,577	$	3,215	$	9,678	$	8,051

(*)

Other segment items included within net loss include professional services, patents, overhead and depreciation, travel expenses, insurance expenses, financial income, net, other income and other miscellaneous expenses net of grants received. See the consolidated financial statements for other financial information regarding the Company’s operating segment.

NOTE 6 – LEASES

In March 2025, the Company entered into a lease agreement for its US office for the period from March 2025 until February 2027. The monthly lease payments are approximately $2.

In July 2025, the Subsidiary entered into a lease agreement for its Israel office for the period from July 2025 until October 2029. The monthly lease payments are approximately $19. To secure the lease payments, the Company issued a bank guarantee of $54 in favor of the facility’s lessor.

Additionally, the Company has several agreements for car leases.

Future minimum lease obligations under our non-cancelable lease agreements as of September 30, 2025 were as follows:

SCHEDULE OF MINIMUM LEASE OBLIGATION


2025	$	81
2026		298
2027		247
2028		229
2029		189
Total future lease payments		1,044
Less imputed interest		(145	)
Total lease liabilities	$	899

The following table includes the weighted-average lease terms and discount rates for operating leases as of September 30, 2025:

Operating leases weighted average remaining lease term (in years)			3.82
Operating leases weighted average discount rate			8.13	%

The following table presents the components of the Company’s lease cost and the classification of such costs in the Company’s consolidated statements of comprehensive loss for the nine and three months ended September 30, 2025:

	Three months ended		Nine months ended
	September 30, 2025		September 30, 2025
Operating lease expenses	$	94	$	191

Supplemental cash flow information related to operating leases for the nine months ended September 30, 2025 as follows:


Cash paid under operating lease agreements	$	129
Right-of-use assets obtained in exchange for lease liabilities	$	893

NOTE 7– SUBSEQUENT EVENTS

On October 6, 2025, in connection

SEC Form 10-Q filed by Microbot Medical Inc.