Microbot Medical Enters Into Agreements To Purchase Up To 13,989,115 Shares Of Common Stock In Two Tranches For Up To $92.2M In Gross Proceeds

Author: Benzinga Newsdesk | September 15, 2025 08:13am

Microbot Medical Inc. (NASDAQ:MBOT) ("Microbot" or the "Company"), today announced the entry into definitive agreements for the exercise of certain outstanding preferred investment options to purchase up to an aggregate of 13,989,115 shares of common stock. The shares of common stock issuable upon exercise of the preferred investment options are registered pursuant to the post-effective amendments on Form S-3 to registration statements on Form S-1 (File Nos. 333-280113 and 333-284688) and registration statement on Form S-3 (File No. 333-285690).

The closing of the offering is expected to occur in two tranches. The first closing of the offering is expected to occur on or about September 16, 2025, subject to satisfaction of customary closing conditions. At the first closing, the holders will exercise certain outstanding preferred investment options to purchase up to an aggregate of 12,064,627 shares of common stock, having exercise prices ranging from $1.50 to $2.13 per share, issued by Microbot in June 2024, January 2025 and February 2025, and in consideration for the exercise of the preferred investment options for cash, Microbot will issue to such holders new unregistered short-term series J preferred investment options to purchase up to 12,064,627 shares of common stock. The second closing of the offering is expected to occur by no later than October 15, 2025, subject to satisfaction of customary closing conditions. At the second closing, a holder will exercise certain outstanding preferred investment options to purchase up to an aggregate of 1,924,488 shares of common stock, having an exercise price of $2.10 per share, issued by Microbot in January 2025, and in consideration for the exercise of the preferred investment options for cash, Microbot will issue to such holder new unregistered short-term series J preferred investment options to purchase up to 1,924,488 shares of common stock. The new short-term series J preferred investment options will have an exercise price of $4.50 per share, will be exercisable beginning six months after issuance and have a term equal to two years thereafter.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company are expected to be approximately $25.2 million from the first closing of the offering and approximately $4 million from the second closing of the offering, in each case prior to deducting placement agent fees and offering expenses. The potential additional gross proceeds to the Company from the short-term series J preferred investment options, if fully-exercised on a cash basis, will be approximately $63 million.  No assurance can be given that any of such short-term series J preferred investment options will be exercised.  The Company intends to use the net proceeds from the offering for the continued development, commercialization and regulatory activities for the Company's LIBERTY® Robotic System, potential acquisitions of complementary assets or products, expansion and development of additional applications derived from the Company's existing IP portfolio, and for working capital and other general corporate purposes.

As of September 15, 2025, there were 52,794,762 shares of the Company's common stock outstanding immediately prior to the offering.

The new short-term series J preferred investment options described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and, along with the shares of common stock issuable upon exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. Microbot has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new short-term series J preferred investment options.

Posted In: MBOT