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 March 31, 2026

 

☐ 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: 67,164,801 shares of Common Stock, $0.01 par value at May 13, 2026.

 

 

 

MICROBOT MEDICAL INC. AND SUBSIDIARY

 

Index

 

Part I - Financial Information
Item 1 - Financial Statements
	Interim Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited)	1
	Interim Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2
	Interim Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3
	Interim Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (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		18
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		26
Item 4 - Controls and Procedures		26
Part II - Other Information
Item 1 - Legal Proceedings		27
Item 1A - Risk Factors		27
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3 - Defaults Upon Senior Securities		27
Item 4 - Mine Safety Disclosures		27
Item 5 - Other Information		27
Item 6 - Exhibits		27
Signatures		29

 

 

MICROBOT MEDICAL INC.

 

Interim Condensed Consolidated Balance Sheets

U.S. dollars in thousands

 

(Except share and per share data)

 

		Notes		As of March 31, 2026				As of December 31, 2025
				Unaudited				Audited
ASSETS
Current assets:
Cash and cash equivalents				$	3,657			$	3,912
Marketable securities		2			68,843				74,680
Restricted cash					200				2
Restricted deposit					806				-
Accounts receivable					105				-
Inventory					2,257				584
Prepaid expenses and other current assets					660				644
Total current assets					76,528				79,822
Long-term assets:
Restricted cash					60				59
Long-term deposit					420				737
Property and equipment, net					188				93
Operating right-of-use assets		6			870				833
Total assets				$	78,066			$	81,544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable				$	1,085			$	511
Lease liabilities		6			324				296
Accrued liabilities					1,978				2,614
Total current liabilities					3,387				3,421
Non-current liabilities:
Long-term lease liabilities, net of current portion		6			574				569
Total liabilities					3,961				3,990
Shareholders’ equity:
Common stock; $0.01 par value; 120,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 67,158,044 shares issued and outstanding as of March 31, 2026 and December 31, 2025					672				672
Additional paid-in capital					181,190				180,968
Accumulated deficit					(107,757	)			(104,086	)
Total shareholders’ equity					74,105				77,554
Total liabilities and shareholders’ equity				$	78,066			$	81,544

 

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

 

(Except share and per share data)

 

		2026				2025
		For the Three Months Ended March 31,
		2026				2025
		Unaudited
Revenues		$	105			$	-
Cost of revenues			(103	)			-
Gross profit			2				-
Research and development, net			(1,293	)			(1,459	)
Sales, general and administrative			(3,029	)			(1,562	)
Operating loss			(4,320	)			(3,021	)
Other income (see Note 3F)			-				316
Financing income, net			649				104
Net loss		$	(3,671	)		$	(2,601	)
Basic and diluted net loss per share		$	(0.05	)		$	(0.08	)
Basic and diluted weighted average common shares outstanding			67,158,044				31,085,606

 

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

 

 

MICROBOT MEDICAL INC.

 

Interim Condensed Consolidated Statements of Shareholders’ Equity

U.S. dollars in thousands

 

(Except share and per share data)

 

		Shares				Amount				Capital				Deficit				Equity
		Common Stock								Additional Paid-In				Accumulated				Total 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 (1)			13,891,840				139				25,778				-				25,917
Issuance of common stock under the at-the-market offering program, net (2)			842,606				8				989				-				997
Issuance of common stock upon exercise of warrants, net (3)			610,517				6				846				-				852
Share-based compensation			-				-				256				-				256
Net loss			-				-				-				(2,601	)			(2,601	)
Balances, March 31, 2025 (Unaudited)			34,744,476			$	348			$	122,148			$	(93,545	)		$	28,951
Balances, December 31, 2025 (Audited)			67,158,044			$	672			$	180,968			$	(104,086	)		$	77,554
Share-based compensation			-				-				222				-				222
Net loss			-				-				-				(3,671	)			(3,671	)
Balances, March 31, 2026 (Unaudited)			67,158,044			$	672			$	181,190			$	(107,757	)		$	74,105

 

(1)	Net of issuance costs in the amount of $2,683, of which $10 had not been paid as of March 31, 2025.
(2)	Net of issuance costs in the amount of $65.
(3)	Net of issuance costs in the amount of $64.

 

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

 

		2026				2025
		For the Three Months Ended March 31,
		2026				2025
		Unaudited				Unaudited
Operating activities:
Net loss		$	(3,671	)		$	(2,601	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation of property and equipment			12				15
Interest income and unrealized gains from marketable securities			(222	)			-
Share-based compensation			222				256
Changes in assets and liabilities:
Accounts receivable			(105	)			-
Inventory			(1,673	)			-
Prepaid expenses and other assets			-				73
Other payables and accrued liabilities			384				(617	)
Net cash flows used in operating activities			(5,053	)			(2,874	)
Investing activities:
Purchases of property and equipment			(108	)			(13	)
Purchases of marketable securities			(441	)			(28,118	)
Proceeds from sales of a marketable securities			6,500				3,301
Increase in long-term deposit			(148	)			-
Increase in restricted deposit			(806	)			-
Net cash flows provided by (used in) investing activities			4,997				(24,830	)
Financing activities:
Issuance of common stock and warrants, net of issuance costs			-				27,806
Net cash flows provided by financing activities			-				27,806
(Decrease) increase in cash, cash equivalents and restricted cash			(56	)			102
Cash, cash equivalents and restricted cash at beginning of period			3,973				3,163
Cash, cash equivalents and restricted cash at end of period		$	3,917			$	3,265
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities		$	101			$	47
Deferred issuance costs		$	-			$	30
Issuance costs not paid		$	-			$	10

 

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 robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

 

Using the Company’s LIBERTY® technological platform, the Company has developed the first-ever fully disposable robot for various endovascular interventional procedures. The LIBERTY® Endovascular Robotic System is designed to maneuver guidewires and over-the-wire devices (such as microcatheters) within the body’s vasculature. It is intended for the remote delivery and manipulation of guidewires and catheters, and remote manipulation of guide catheters to facilitate navigation to anatomical targets, with the current intention to focus on the peripheral vasculature market. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff.

 

The Company and Microbot Medical Ltd., an Israeli corporation and the Company’s sole subsidiary (“Microbot Israel”), are sometimes collectively referred to as the “Company” as the context may require.

 

B. Risk Factors

 

Through March 31, 2026, the Company has not recognized any significant revenues and cannot make any assurances of generating significant revenues in the future.

 

As of March 31, 2026, the Company had cash equivalents and marketable securities balance of approximately $72,500, excluding restricted cash. The Company expects to incur significant losses for the foreseeable future as it conducts manufacturing operations, marketing activities for its current product and continues its research and development of any other future product candidates and all other work necessary to obtain regulatory clearances or approvals for its products or product candidates. 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 consolidated financial statements.

 

The Company intends to seek to raise additional funds through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and other government institutions in order to fund further growth and expansion of the Company. 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.

 

Middle East Conflict

 

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 Israeli military operations at first in Gaza and then in Lebanon. Since that time, the hostilities have escalated into a regional armed conflict involving Iran, Israel, and the United States, including direct military operations and retaliatory actions, as well as engagement by Iran-supported groups across multiple fronts. These developments have included military activity in Syria following the collapse of the Assad regime and Israel’s subsequent military operations in Syria, intensified hostilities by and against the Houthis in Yemen, and continued exchanges involving Iranian-aligned forces throughout the region, including in Lebanon. This regional armed conflict and related hostilities remain ongoing as of the filing date of these consolidated financial statements. Although there have been temporary cease-fires and periods of reduced military activity from time to time, these have been limited in duration and scope and have not resulted in a sustained reduction in regional hostilities or overall security risks.

 

 

As a result, a special state of emergency was declared in Israel, which included, among other things, the closure of Israel’s airspace, restrictions on public gatherings, temporary closures and/or reduced operating hours of businesses, and the mobilization of military reservists, which have resulted in reduced economic activity.

 

The Company has considered various ongoing risks relating to these and other military operation 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 or due to security conditions, workforce mobilization, or disruptions arising from expanded regional hostilities;
	●	Significant disruptions to international air travel and cargo transportation in and out of Israel, including the suspension or reduction of service by certain commercial airlines, flight cancellations, delays, increased costs, and logistical constraints;
	●	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, the recent conflict with Iran and heightened regional geopolitical tensions; 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 closely monitors how these and other military operations and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future commercial, clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the LIBERTY® Endovascular Robotic System devices and to ship them outside of Israel. In addition, the Company is also monitoring how negative international reaction to the events in Gaza, the West Bank and elsewhere in the Middle East or any further escalation of hostilities involving Iran could create a corresponding negative perception of companies based in Israel, which if broad enough, could negatively impact the Company’s business.

 

As of the filing date of these consolidated financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations as a result of the ongoing regional armed conflict involving Israel, Iran, and the United States. However, the Company continues to closely monitor the situation, as the current conflict remains fluid and subject to further escalation or expansion. Any material intensification or broadening of hostilities, including additional direct or indirect actions involving Iran or Iran-supported groups, the collapse of any cease-fire or de-escalation efforts, or other changes in the security environment could result in a material adverse effect on the ability of the Company’s Israeli office to support its clinical, regulatory, and other operational activities. The Company currently does not have any specific contingency plans in place in the event of any such escalation or change in circumstances.

 

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-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

 

 

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.

 

Revenues:

 

Revenue is derived from the sale of the LIBERTY® Endovascular Robotic Systems.

 

Revenue is measured as the amount of consideration we expect to be entitled to, in exchange for transferring products to our customers and is recognized when or as performance obligations under the terms of contracts with our customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.

 

The Company accepts returns in accordance with its product warranty policy, as in effect from time to time.

 

Cost of revenues:

 

Cost of revenues consists primarily of direct and indirect costs related to the manufacturing of LIBERTY® Endovascular Robotic Systems for commercial sale, including third-party manufacturing costs, freight, storage costs, royalties, and inventory write-downs.

 

Fair value of financial instruments:

 

The carrying values of cash and cash equivalents, other receivable and 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 March 31, 2026 and December 31, 2025:

 SCHEDULE OF FINANCIAL ASSETS SUBJECT TO FAIR VALUE MEASUREMENT

		Total				Level 1				Level 2				Level 3
		As of March 31, 2026
		Total				Level 1				Level 2				Level 3
Marketable securities:
Money market mutual funds		$	68,843			$	68,843			$	-			$	-
Marketable securities		$	68,843			$	68,843			$	-			$	-

 

		Total				Level 1				Level 2				Level 3
		As of December 31, 2025
		Total				Level 1				Level 2				Level 3
Marketable securities:
Money market mutual funds		$	74,680			$	74,680			$	-			$	-
Marketable securities		$	74,680			$	74,680			$	-			$	-

 

 

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 March 31, 2026 and December 31, 2025.

 

Allowance for credit losses:

 

The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments. In determining the amount of the allowance for credit losses, the Company considers historical loss data, customer specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

 

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 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 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.

 

Recent Accounting Pronouncements:

 

In November 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for 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 of adopting this ASU on its consolidated financial statements and disclosures.

 

In July 2025 the FASB issued ASU No. 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with Customers. Under this practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact of this guidance on our interim 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 March 31, 2026 totaling approximately $2,468. This includes amounts received of approximately $518 in 2025, which is a portion of an additional grant from the IIA in the amount of approximately NIS 2,153 (approximately $673), which was approved by the IIA on July 15, 2025 to further finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic System.

 

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%-5% of its future sales of the products relating to such grants.

 

The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of 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 March 31, 2026, the Company received grants from the Ministry of Economy of the State of Israel in the amount of approximately $50, to further finance the marketing activities of the LIBERTY® Endovascular Robotic System in the U.S. market. In relation to the Ministry of Economy grant, the Company is obligated to pay royalties amounting to 3% of future sales of the LIBERTY® Endovascular Robotic 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 the Company’s Self-Cleaning Shunt (SCS) project and its TipCat assets in addition to certain technology relating to the LIBERTY® Endovascular Robotic 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 LIBERTY® Endovascular Robotic 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 4C and Note 7.

 

 

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), 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 in certain circumstances 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, including upon exercise for cash of any warrants issued to investors in such offering. See also Note 4A and 4D.

 

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%-5% 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.

 

Based on the Company’s analysis, the Company concluded that the acquisition of the assets does not meet the definition of a business for the purpose of applying SEC Rules (S-X Rules of 3-05, 8-04 and 11-01).

 

 

F. 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 audited consolidated statements of comprehensive loss.

 

G. 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. On December 3, 2025, the Company received a charge filed by the former employee with the Massachusetts Commission Against Discrimination (MCAD) and Equal Employment Opportunity Commission (EEOC), alleging discrimination and retaliation. On January 16, 2026, the Company filed a position statement responding to the same and challenging the merits of the charge in total. On March 6, 2026 the former employee filed a rebuttal to same. On May 4, 2026, the MCAD/EEOC dismissed the charge based on the former employee’s notification of intent to file a private right of action in civil court. Based on its initial assessment, the Company believes the allegations lack merit.

 

H. Accrued bonuses

 

As of March 31, 2026, the Company recorded accrued bonuses to the CEO, executives and employees, in the aggregate amount of $357.

 

 

NOTE 4 - SHARE CAPITAL

 

A. Registered direct and private placement offerings:

 

On June 3, 2024, 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 1,566,669 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.50 per share, for aggregate gross proceeds of approximately $2,350 before deducting the placement agent fee and related offering expenses of approximately $328. In a concurrent private placement, the Company agreed to issue to the investors series F preferred investment options to purchase up to 3,133,338 shares of common stock at an exercise price of $1.50 per share. Each Series F 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 78,333 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $1.875 per share.

 

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 $2.66 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 4E.

 

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 $2.66 per share, each of which was issued on February 11, 2025, became immediately exercisable until their two year anniversary.

 

B. Equity Classification:

 

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

 

Pursuant to the guidance of ASC 480 and ASC 815 the warrants were classified as equity instruments.

 

The Company analyzed the accounting treatment for all of the outstanding preferred investment options issued to Wainwright and all such preferred investment options are equity-classified awards.

 

C. 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. 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. Refer to Note 7.

 

D. Exercise of Investment Options

 

During the year ended December 31, 2025, the Company raised approximately $33,855 in gross proceeds from the exercise of an aggregate of 18,613,585 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 incurred placement agent cash fees of approximately $2,370. Additionally, the Company issued an aggregate of 930,680 placement agent options in accordance with such engagement letter.

 

Additionally, during the year ended December 31, 2025, the Company received gross proceeds of approximately $895 from the exercise of an aggregate of 374,167 outstanding placement agent options.

 

 

E. Increase in Authorized Share

 

Following the 2025 annual meeting of stockholders of the Company held on June 10, 2025, 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.

 

F. 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. At the third closing of the Inducement Transaction, which occurred on October 6, 2025, certain Holders exercised Existing Preferred Investment Options to purchase up to an aggregate of 1,324,488 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to an aggregate of 1,324,488 shares of Company’s common stock.

 

The Company received aggregate gross proceeds of approximately $29,286 from the exercise of the Existing Preferred Investment Options at the closings, before deducting placement agent fees and other offering expenses of approximately $2,472, of which $101 had not been paid as of March 31, 2026. 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 699,456 placement agent options.

 

The inducement occurred concurrently with a fund raising. Pursuant to the guidance of ASC 480 and ASC 815 the warrants were classified as equity instruments before and after the warrant modification. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the warrants was accounted as an equity issuance cost, which was recorded to additional paid-in capital.

 

G. Employee Stock Option Grants and Exercises:

 

During the year ended December 31, 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.

 

 

	●	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.
	●	The Company granted the CEO, other executives and certain employees, and certain board members 228,000, 483,875 and 70,000 options, respectively.
	●	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.

 

The stock options vest over a period of three years as outlined in the option agreements evidencing such option grants.

 

During the three months ended March 31, 2026, the Company granted the CEO and executives 480,000 and 315,000 options, respectively.

 

H. Warrants:

 

The remaining outstanding warrants and terms as of March 31, 2026 and December 31, 2025 are as follows:

 SCHEDULE OF WARRANTS OUTSTANDING

Issuance date		Outstanding and exercisable as of March 31, 2026				Outstanding and exercisable as of December 31, 2025				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 to underwriters January 2024			84,284				84,284			$	2.03			July 3, 2029
Warrant to underwriters June 2024			28,102				28,102			$	1.88			June 3, 2026
Warrant to underwriters January 2025			71,750				71,750			$	2.19			January 7, 2027
Warrant to underwriters January 2025			189,428				189,428			$	2.84			January 10, 2027
Warrant to underwriters January 2025			30,526				30,526			$	1.88			July 8, 2030
Warrant to underwriters February 2025			109,478				109,478			$	2.66			June 10, 2027
Warrant to underwriters September 2025			10,362				10,362			$	1.88			March 16, 2028
Warrant to underwriters September 2025			31,429				31,429			$	2.19			March 16, 2028
Warrant to underwriters September 2025			138,906				138,906			$	2.62			March 16, 2028
Warrant to underwriters September 2025			422,535				422,535			$	2.66			March 16, 2028
Warrant to underwriters September 2025			30,000				30,000			$	2.62			March 29, 2028
Warrant to underwriters September 2025			53,758				53,758			$	1,88			March 16, 2031
Warrant to underwriters September 2025			146,306				146,306			$	1.88			September 16, 2027
Warrant to underwriters September 2025			368,572				368,572			$	2.19			September 16, 2027
Warrant to underwriters September 2025			143,723				143,723			$	2.63			September 16, 2027
Warrant to underwriters September 2025			187,794				187,794			$	2.66			September 16, 2027
Warrant series J September 2025			12,064,627				12,064,627			$	4.50			March 16, 2028
Warrant series J September 2025			600,000				600,000			$	4.50			March 29, 2028
Warrant series J October 2025			1,324,488				1,324,488			$	4.50			April 6, 2028
Warrant to underwriters October 2025			66,224				66,224			$	2.63			April 6, 2028
			16,312,990				16,312,990

 

 

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 months ended March 31, 2026 and 2025:

 SCHEDULE OF SIGNIFICANT EXPENSE CATEGORIES BY SEGMENT

		2026				2025
		For the three months ended March 31,
		2026				2025
Revenues		$	105			$	-
Cost of revenues			(103	)			-
Payroll and payroll related			(2,816	)			(1,548	)
Materials and subcontractors			(78	)			(278	)
Share-based compensation			(222	)			(256	)
Other segment items (*)			(557	)			(519	)
Net loss		$	(3,671	)		$	(2,601	)

(*)	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, Microbot Israel 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 March 31, 2026 were as follows:

 SCHEDULE OF FUTURE MINIMUM LEASE OBLIGATIONS

2026		$	259
2027			300
2028			267
2029			197
Total future lease payments			1,023
Less imputed interest			(125	)
Total lease liabilities		$	898

 

The following table includes the weighted-average lease terms and discount rates for operating leases as of March 31, 2026:

 SCHEDULE OF WEIGHTED-AVERAGE LEASE TERMS AND DISCOUNT RATES

Operating leases weighted average remaining lease term (in years)			3.34
Operating leases weighted average discount rate			8.03	%

 

The Company’s lease cost for the three months ended March 31, 2026 was $35. This cost is classified as operating lease expense in the Company’s consolidated statements of comprehensive loss for the three months ended March 31, 2026.

 

Cash paid under operating lease agreements for the three months ended March 31, 2026 is $100.

 

Right-of-use assets obtained in exchange for lease liabilities for the three months ended March 31, 2026 is $101.

 

NOTE 7 – SUBSEQUENT EVENTS

 

At-the-Market Offering

 

On April 10, 2026, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $39,231 of the Company’s shares of common stock pursuant to the ATM Agreement. As of filing date of these interim financial statements, the Company issued 6,757 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $17 before deducting sales agent commissions and other offering expenses of $1.

 

Additional grant option to employees and board of directors

 

In April 2026, the Company granted the board of directors and employees 60,000 and 272,500 options, respectively.

 

 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statements

 

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

 

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

 

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Overview

 

Microbot 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. We are primarily focused on leveraging our robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

 

Using our LIBERTY® technological platform, we have developed the first-ever fully disposable robot for various endovascular interventional procedures. The LIBERTY® Endovascular Robotic System is designed to maneuver guidewires and over-the-wire devices (such as microcatheters) within the body’s vasculature. It is intended for the remote delivery and manipulation of guidewires and catheters, and remote manipulation of guide catheters to facilitate navigation to anatomical targets, with the current intention to focus in the peripheral vasculature market. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff.

 

Technological Platforms

 

LIBERTY® Endovascular Robotic System

 

The FDA-cleared LIBERTY® Endovascular Robotic System features a unique compact, single-use design with the capability to be operated remotely, reduce radiation exposure and physical strain to the physician, as well as the potential to eliminate the use of consumables.

 

The LIBERTY® Endovascular Robotic 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, when compared to other robotic systems.

 

 

We believe the addressable markets for the LIBERTY® Endovascular Robotic System in its current version includes the peripheral interventional radiology market, with future versions expected to include the Interventional Cardiology and Interventional Neuroradiology markets.

 

The unique characteristics of the LIBERTY® Endovascular Robotic System - compact, mobile, disposable and remotely controlled – also may open the opportunity of expanding telerobotic interventions to patients with limited access to life-saving procedures.

 

The LIBERTY® Endovascular Robotic System is 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 fully disposable robotic system for endovascular procedures.
	●	One & Done® - Has the potential to be compatible with our NovaCross® products or possibly other instruments that combines guidewire and microcatheter into a single device. We are currently evaluating this combination in different applications.
	●	State of the art maneuverability - Provides linear and rotational control of its guidewire, as well as linear and rotational control of a guide catheter, and the linear motion for an additional microcatheter (“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 reduce physical strain due to the need for heavy lead vests otherwise to be worn during procedures.
	●	Ease of use - A remote control designed to be intuitive aims to simplify advanced procedures while shortening the physician’s learning curve.
	●	Telemedicine capability – May serve as a platform for supporting tele-catheterization, carried out remotely by highly trained specialists. Our research collaboration with Corewell Health™ has demonstrated the feasibility of using the LIBERTY® Endovascular Robotic System between separate and remote facilities in a coronary simulation model. The project assesses the feasibility of using the LIBERTY® Endovascular Robotic System to perform simulated cardiovascular interventional procedures across two sites within the Corewell Health™ system located 5 miles apart. The telesurgery feature of the LIBERTY® Endovascular Robotic System is still being evaluated and is not covered under the Company’s 510(k) clearance with the U.S. Food and Drug Administration (“FDA”).

 

On August 13, 2024, we announced that we received ISO 13485:2016 certification for our quality management system. Receiving ISO 13485 certification indicates that a company has developed and implemented robust policies and procedures for the development and manufacture of regulated medical products. This is a certification ensuring compliance with the Quality Management System (QMS) requirements of the EU Medical Devices Regulation (MDR 2017/745) and supporting our future CE Mark approval, and ultimately allowing us to market the LIBERTY® Endovascular Robotic System in Europe as well as other regions who accept the CE Mark. We anticipate CE Mark approval in the second half of 2026. However, we can give no assurance that we will meet this or any other projected milestones, if ever. In addition, in view of recent FDA quality system management regulations and its incorporation by reference of the ISO 13485 standard, we believe it will help streamline our transition into this revised FDA regulation.

 

On September 8, 2025, we announced that the FDA has granted 510(k) clearance for the LIBERTY® Endovascular Robotic System and in November 2025, we announced the limited market release of the LIBERTY® Endovascular Robotic System to selected high procedure volume regions where we already experienced preliminary demand for the product. The Company’s full market release was at the Society of Interventional Radiology conference in April 2026.

 

The Company entered into an agreement with Emory University, which will allow the parties to evaluate and explore the potential for a future collaboration in connection with autonomous robotics in endovascular procedures. Under the terms of the agreement, Emory University will assume the responsibility of exploring the feasibility of integrating the LIBERTY® Endovascular Robotic System with an imaging system to create an autonomous robotic system for endovascular procedures. In November 2025, we announced that Emory University Hospital adopted LIBERTY® Endovascular Robotic System for patient care, and that we are collaborating with it to establish an Endovascular Robotics Program in interventional radiology.

 

 

NovaCross®

 

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.

 

Middle East Conflict

 

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 Israeli military operations at first in Gaza and then in Lebanon. Since that time, the hostilities have escalated into a regional armed conflict involving Iran, Israel, and the United States, including direct military operations and retaliatory actions, as well as engagement by Iran-supported groups across multiple fronts. These developments have included military activity in Syria following the collapse of the Assad regime and Israel’s subsequent military operations in Syria, intensified hostilities by and against the Houthis in Yemen, and continued exchanges involving Iranian-aligned forces throughout the region, including in Lebanon. This regional armed conflict and related hostilities remain ongoing as of the filing date of these consolidated financial statements. Although there have been temporary cease-fires and periods of reduced military activity from time to time, these have been limited in duration and scope and have not resulted in a sustained reduction in regional hostilities or overall security risks.

 

As a result, a special state of emergency was declared in Israel, which included, among other things, the closure of Israel’s airspace, restrictions on public gatherings, temporary closures and/or reduced operating hours of businesses, and the mobilization of military reservists, which have resulted in reduced economic activity.

 

The Company has considered various ongoing risks relating to these and other military operation 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 or due to security conditions, workforce mobilization, or disruptions arising from expanded regional hostilities;
	●	Significant disruptions to international air travel and cargo transportation in and out of Israel, including the suspension or reduction of service by certain commercial airlines, flight cancellations, delays, increased costs, and logistical constraints;
	●	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, the recent conflict with Iran and heightened regional geopolitical tensions; 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 closely monitors how these and other military operations and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future commercial, clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the LIBERTY® Endovascular Robotic System devices and to ship them outside of Israel. In addition, the Company is also monitoring how negative international reaction to the events in Gaza, the West Bank and elsewhere in the Middle East or any further escalation of hostilities involving Iran could create a corresponding negative perception of companies based in Israel, which if broad enough, could negatively impact the Company’s business.

 

 

As of the filing date of these consolidated financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations as a result of the ongoing regional armed conflict involving Israel, Iran, and the United States. However, the Company continues to closely monitor the situation, as the current conflict remains fluid and subject to further escalation or expansion. Any material intensification or broadening of hostilities, including additional direct or indirect actions involving Iran or Iran-supported groups, the collapse of any cease-fire or de-escalation efforts, or other changes in the security environment could result in a material adverse effect on the ability of the Company’s Israeli office to support its clinical, regulatory, and other operational activities. The Company currently does not have any specific contingency plans in place in the event of any such escalation or change in circumstances.

 

Financial Operations Overview

 

Revenues

 

Our revenues consists of selling our LIBERTY® Endovascular Robotic System to hospitals.

 

Cost of Revenues

 

Our cost of revenues consists primarily of labor expenses, materials, and other related manufacturing costs associated with manufacturing units of the LIBERTY® Endovascular Robotic System.

 

Gross Profit and Gross Margin

 

Gross profit is calculated as net revenue less cost of goods sold. We calculate gross margin as gross profit divided by net revenue. Our gross margin has been and will continue to be affected by a variety of factors, including sales price and volume, costs associated with third-party manufacturing, direct labor costs, and costs of other operation activities. We expect our gross margin to increase over the long term with production scale and other planned manufacturing efficiencies.

 

Research and Development Expenses, net

 

Research and development expenses consist primarily of salaries, benefits and related expenses and overhead for Microbot’s research, development and engineering personnel, prototype materials and research studies, obtaining and maintaining Microbot’s patent portfolio, net of government grants. Microbot expenses its research and development costs as incurred.

 

Sales, General and Administrative Expenses

 

Sales, general and administrative expenses consist primarily of the costs associated with salaries, benefits and related expenses, sales and marketing activities, professional fees for accounting, auditing, consulting, legal services, and insurance expenses. Microbot expects that its sales, general and administrative expenses will increase over the long-term, as it expands its operating and commercialization activities, maintains compliance with exchange listing and SEC requirements.

 

Microbot expects these potential increases will likely include management costs, the costs of building out marketing and sales teams for the LIBERTY® Endovascular Robotic System, legal fees, accounting fees, insurance premiums and expenses associated with investor relations.

 

Income Taxes

 

Microbot has incurred net losses and has not recorded any income tax benefits for the losses. It is more likely than not that sufficient taxable income will not be available for the tax losses to be fully utilized in the future.

 

 

Inventory

 

Inventories are stated at the lower of actual cost, determined using the first-in, first-out method, or net realizable value (“NRV”).

 

Inventories primarily consist of raw materials ordered by us or in advance by our third-party contract manufacturer. Work in process and finished goods are produced by our third-party contract manufacturer and include direct labor and allocable overhead. We routinely evaluate the quantity and value of our inventories in light of current market conditions, and based on expiration of sterilization dates or defective inventory, and record write-downs when NRV is below cost.

 

The Company began ramping up inventory manufacturing for units of the LIBERTY® Endovascular Robotic System intended for sale after receiving FDA clearance on September 4, 2025.

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Management’s discussion and analysis of Microbot’s financial condition and results of operations are based on its consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires Microbot to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Microbot bases its estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

 

While Microbot’s significant accounting policies are described in more detail in the notes to its consolidated financial statements, Microbot believes the following accounting policies are the most critical for fully understanding and evaluating its consolidated financial condition and results of operations.

 

Contingencies

 

Management records and discloses legal contingencies in accordance with Accounting Standards Codification (“ASC”) Topic 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters to determine if any adjustments are required.

 

Common Stock Warrants

 

The Company accounts for warrants issued to investors as either equity-classified or liability-classified instruments, based on an assessment of the warrant’s specific terms and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

Fair Value of Financial Instruments

 

The Company measures the fair value of certain of its financial instruments on a recurring basis.

 

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.

 

Results of Operations

 

Comparison of Three Months Ended March 31, 2026 and 2025

 

The following table sets forth the key components of Microbot’s results of operations for the three-month periods ended March 31, 2026 and 2025 (in thousands):

 

		Three Months Ended March 31,
		2026				2025				Change
Revenues		$	105			$	-			$	105
Cost of revenues			(103	)			-				(103	)
Research and development expenses, net			(1,293	)			(1,459	)			166
Sales, General and administrative expenses			(3,029	)			(1,562	)			(1,467	)
Other income			-				316				(316	)
Financing income, net			649				104				545
Net loss		$	(3,671	)		$	(2,601	)		$	(1,070	)

 

Revenues. During the three-month period ended March 31, 2026, the Company generated revenue exclusively from the sale of the LIBERTY® Endovascular Robotic System in its Limited Market Release to certain hospital customers, compared with no revenue in the corresponding period of 2025 as the Company had not yet commenced commercial operations. In the third quarter of 2025, the Company launched the Limited Market Release of the LIBERTY® Endovascular Robotic System, where it strategically introduced the product into select high procedure volume regions. This Limited Market Release continued through the end of the three-month period ended March 31, 2026. The Company commenced its Full Market Release subsequent to the three month period ended March 31, 2026, in April 2026.

 

Cost of revenues. Cost of revenue consists primarily of direct and indirect costs related to the manufacturing of units of the LIBERTY® Endovascular Robotic System for commercial sale, including personnel costs, third-party manufacturing costs, packaging services, freight, storage costs, and write down of inventories. The Company did not recognize cost of revenues for the three-month period ended March 31, 2025 as it had not yet commenced commercial operations.

 

Research and Development Expenses. The decrease for the three months ended March 31, 2026, compared to the same periods in 2025, was primarily due to increases government grants recognized as a reduction of research and development expenses in 2026, as well as a decrease in professional services expenses which was primarily due to the capitalization of manufacturing costs into inventory in 2026. In contrast, during 2025, prior to the Company’s receipt of FDA clearance for the LIBERTY® Endovascular Robotic System in September 2025, such manufacturing costs were expensed as incurred within research and development expense. This decrease was partially offset by an increase in payroll and related expenses due to new hires, salary increases and bonuses.

 

Sales, General and Administrative Expenses. The increase for the three months ended March 31, 2026, compared to the same periods in 2025, was primarily due to an increase in payroll and related expenses mainly due to new hiring, salary increases and bonuses and increase in commercialization activities.

 

Other Income. During the three months ended March 31, 2025, the Company received a judgment in the amount of approximately $316,000 net of legal fees and expenses. This judgment is non-recurring and no similar payments or other income was paid to the Company during the three months ended March 31, 2026.

 

 

Financing Income. The increase for the three months ended March 31, 2026 compared to the same periods in 2025, was primarily due to higher interest income from short-term investments resulting from the capital raised in 2025.

 

Liquidity and Capital Resources

 

As of March 31, 2026, Microbot has not recognized any significant revenues, and cannot make any assurances of generating significant revenues in the future. Microbot has incurred losses since inception and negative cash flows from operating activities for all periods presented. As of March 31, 2026, Microbot had a net working capital of approximately $73.1 million, consisting primarily of cash and cash equivalents and marketable securities. This compares to net working capital of approximately $76.4 million as of December 31, 2025. Microbot anticipates that it will continue to incur net losses for the foreseeable future as it continues to ramp up manufacturing and commercialization of the LIBERTY® Endovascular Robotic System, continues research and development efforts with respect to other uses for it and other potential technologies and products, and continues to incur costs associated with being a public company.

 

Microbot has funded its operations through the issuance of capital stock, grants from the Israeli Innovation Authority, and convertible debt. Since inception (November 2010) through March 31, 2026, Microbot has raised cash proceeds of approximately $168.3 million. Since inception (November 2010) through March 31, 2026, Microbot incurred a total cumulative loss of approximately $107.8 million.

 

In the third quarter of 2025, the Company launched the Limited Market Release of the LIBERTY® Endovascular Robotic System, where it strategically introduced the product into select high procedure volume regions. This Limited Market Release continued through the end of the three-month period ended March 31, 2026, generating $105,000 in revenues during that period. The Company commenced its Full Market Release subsequent to the three month period ended March 31, 2026, in April 2026, and is seeking to grow its customer base and its revenues.

 

During our fiscal year ended December 31, 2025 and through March 31, 2026, we raised the following amounts:

 

	●	An aggregate of approximately $1.1 million in January 2025, before fees and expenses of $65,452, through our At-the-Market facility;
	●	In January 2025, an aggregate of approximately $15.6 million in gross proceeds, before fees and expenses of approximately $1.4 million, from institutional investors;
	●	In January 2025, approximately $916,000 in gross proceeds from the exercise of outstanding preferred investment options, before fees and expenses of $64,164;
	●	In February 2025, an aggregate of approximately $13.0 million in gross proceeds, before fees and expenses of approximately $1.2 million, from the sale of our securities to institutional investors;
	●	In April 2025, approximately $2.3 million in gross proceeds from the exercise of outstanding Series E and Series F preferred investment options, before fees and expenses of approximately $161,000;
	●	In May 2025, approximately $1.4 million in gross proceeds from the exercise of outstanding Series F preferred investment options, before fees and expenses of approximately $98,000;
	●	In June 2025, approximately $1.3 million in gross proceeds from the exercise of outstanding Series E, F and G preferred investment options, before fees and expenses of approximately $93,000;
	●	In July 2025, approximately $12.2 million in gross proceeds from the exercise of outstanding Series F and G preferred investment options, before fees and expenses of approximately $706,000;
	●	In August 2025, approximately $15.2 million in gross proceeds from the exercise of outstanding Series E, G, H, I preferred investment options, before fees and expenses of approximately $1.1 million;
	●	In September 2025, approximately $472,500 in gross proceeds from the exercise of outstanding Series H preferred investment options, before fees and expenses of $33,075;
	●	In September 2025, approximately $895,744 in gross proceeds from the exercise of placement agent options;
	●	In September 2025, an aggregate of approximately $26.5 million in gross proceeds from an inducement transaction exercise of outstanding preferred investment options, before fees and expenses of approximately $2.2 million, from institutional investors; and
	●	In October 2025, an aggregate of approximately $2.8 million in gross proceeds from the inducement transaction exercise of outstanding preferred investment options, before fees and expenses of approximately $223,000, from institutional investors.

 

 

In addition, on April 10, 2026, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $39,230,691 of the Company’s shares of common stock pursuant to the At-the-Market facility.

 

As of filing date of these interim financial statements, the Company issued 6,757 shares of its common stock pursuant to the Company’s At the Market facility, for total gross proceeds of approximately $17,021 before deducting sales agent commissions and other offering expenses of $781.

 

Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through March 31, 2026 in the total amount of approximately $2.5 million. This amount includes amounts received of approximately $518,000, which are a portion of an additional grant from the IIA in the amount of approximately NIS 2.2 million (approximately $673,000) approved on July 15, 2025, to further finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic System. On October 6, 2022, Microbot Israel entered into an agreement with Nitiloop Ltd. to acquire substantially all of its assets. Nitiloop received grants from the IIA in the aggregate amount of approximately $925,000 and Microbot Israel took over the liability to repay such grants.

 

Microbot Israel is obligated to pay royalties amounting to 3%-5% of its future sales up to the amount of the grants. The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest at an annual rate of SOFR, a benchmark interest rate which replaced LIBOR. Under the terms of the grants and applicable law, Microbot is restricted from transferring any technologies, know-how, manufacturing or manufacturing rights developed using the grant outside of Israel without the prior approval of the Israel Innovation Authority. Microbot has no obligation to repay the grants, if the applicable project fails, is unsuccessful or aborted before any sales are generated.

 

As of March 31, 2026, Microbot received grants from the Ministry of Economy of the State of Israel in the amount of approximately $50,000, to further finance the marketing activities of the LIBERTY® Endovascular Robotic System in the U.S. market. In relation to the Ministry of Economy grant, the Company is obligated to pay royalties amounting to 3% of future sales of the LIBERTY® Endovascular Robotic System up to the grant amount plus interest.

 

To the extent available, Microbot intends to continue to raise capital through future public and private issuances of debt and/or equity securities, including pursuant to our At-the-Market facility described above and upon any cash exercise of its outstanding investment options by the holders of such options, to fund its commercial activities and working capital and general business purposes, including to continue to build a commercial and sales team in the U.S. and elsewhere as part of its full market release of the LIBERTY® Endovascular Robotic System which commenced in April 2026. The capital raises from issuances of convertible debt and equity securities could result in additional dilution to Microbot’s shareholders. In addition, to the extent Microbot is determined to incur additional indebtedness, Microbot’s incurrence of additional debt could result in debt service obligations, and operating and financing covenants that would restrict its operations. Microbot can provide no assurance that financing will be available in the amounts it needs, at the times it needs it or on terms acceptable to it, if at all, and will need additional funds to continue the commercialization process for the LIBERTY® Endovascular Robotic System.

 

As of the filing date of this Quarterly Report on Form 10-Q, management believes we have sufficient funds for our operations for in excess of one year.

 

Cash Flows

 

The following table provides a summary of the net cash flow activity for each of the periods presented (in thousands):

 

		Three Months Ended March 31,
		2026				2025
Net cash flows used in operating activities		$	(5,053	)		$	(2,874	)
Net cash flows provided by (used in) investing activities			4,997				(24,830	)
Net cash flows provided by financing activities			-				27,806
(Decrease) increase in cash, cash equivalents and restricted cash		$	(56	)		$	102

 

The increase in net cash flows used in operating activities during the three months ended March 31, 2026 compared the same periods in 2025, was primarily from an increase in the cost to manufacture inventory of the LIBERTY® Endovascular Robotic System, sales and marketing, and general and administration expenses.

 

The increase of net cash flows provided by investing activities was primarily due to mostly purchases of marketable securities during the period ending March 31, 2025 compared to mostly sales of marketable securities during the same period in 2026.

 

The decrease in net cash flows provided by financing activities was due to issuance of common stock and warrants during the first quarter of 2025, with no similar activity during the comparable period in 2026.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Interest Rate Risk

 

Microbot’s cash and cash equivalents as of March 31, 2026 consisted of readily available checking and money market funds. Microbot’s primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the instruments in Microbot’s portfolio, a sudden change in market interest rates would not be expected to have a material impact on Microbot’s financial condition and/or results of operations. Microbot does not believe that its cash or cash equivalents have significant risk of default or illiquidity. While Microbot believes its cash and cash equivalents do not contain excessive risk, Microbot cannot provide absolute assurance that in the future its investments will not be subject to adverse changes in market value. In addition, Microbot maintains significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.

 

Foreign Exchange Risks

 

Our financial statements are denominated in U.S. dollars and financial results are denominated in U.S. dollars, while a significant portion of our business is conducted, and a substantial portion of our operating expenses are payable, in currencies other than the U.S. dollar.

 

Exchange rate fluctuations may have an adverse impact on our future profitability, if any, or expenses as presented in the financial statements. We 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 us to purchase and sell certain foreign currencies with or for U.S. dollars at contracted rates. We 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 our foreign currency exposure. Our results of operations could be adversely affected if we are unable to successfully manage currency fluctuations in the future.

 

Effects of Inflation

 

Inflation generally affects Microbot by increasing its research and development expenses. Microbot does not believe that inflation and changing prices had a significant impact on its results of operations for any periods presented herein.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2026. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with the management of the Company, have determined that as of March 31, 2026, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II

 

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

See Note 3G to the unaudited financial statements for the fiscal quarter ended March 31, 2026, earlier in this Quarterly Report on Form 10-Q.

 

Item 1A. Risk Factors.

 

Not required for a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Company did not have any share repurchase activity for the three months ended March 31, 2026.

 

Except as [set forth above or as] previously disclosed in the Company’s Current Reports on Form 8-K filed from time to time with the Securities and Exchange Commission, the Company did not have any unregistered sales of its equity securities during the three months ended March 31, 2026.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

During the three months ended March 31, 2026, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

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).
3.8	Amendment to Section 2.5 of the Amended and Restated By-Laws (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 14, 2025).
4.1	Description of the Company’s Securities (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025).
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)
4.13	Form of Series F Preferred Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 4, 2024)
4.14	Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 4, 2024)
4.15	Form of Series G Preferred Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 7, 2025)
4.16	Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 7, 2025)
4.17	Form of Series H Preferred Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 10, 2025)
4.18	Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 10, 2025)
4.19	Form of Series I Preferred Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 11, 2025)
4.20	Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 11, 2025)
10.1	Addendum #3 to Employment Agreement, dated as of February 20, 2026, with Simon Sharon (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 24, 2026)
10.2	Addendum #3 to Employment Agreement, dated as of February 20, 2026, with Rachel Vaknin (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 24, 2026)
10.3	Amendment #2 to Employment Agreement, dated as of February 20, 2026, with Juan Diaz-Cartelle (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 24, 2026)
31.1	Certification of Harel Gadot, Chairman, President and Chief Executive Officer
31.2	Certification of Rachel Vaknin, Chief Financial Officer
32.1	Certification of Harel Gadot, Chairman, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Rachel Vaknin, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1	Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema.
101.CAL	Inline XBRL Taxonomy Extension Calculation.
101.DEF	Inline XBRL Taxonomy Extension Definition.
101.LAB	Inline XBRL Taxonomy Extension Labels.
101.PRE	Inline XBRL Taxonomy Extension Presentation.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 13th day of May, 2026.

 

	MICROBOT MEDICAL INC.
	By:	/s/ Harel Gadot
	Name:	Harel Gadot
	Title:	Chairman, President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Rachel Vaknin
	Name:	Rachel Vaknin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)