Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-280113
PROSPECTUS
SUPPLEMENT NO. 12
(To
Prospectus dated July 3, 2024)
Microbot
Medical Inc.
3,211,671
Shares of Common Stock
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus dated July 3,
2024, as supplemented (the “Prospectus”), relating to the resale or other disposition of up to 3,211,671 shares of our common
stock, $0.01 par value per share, by the selling stockholders named in the Prospectus, including their transferees, pledgees, donees
or successors, that may be issued upon the exercise of outstanding preferred investment options held by the selling stockholders.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in
our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2025 (the “Form 8-K”). Accordingly,
we have attached the Form 8-K to this Prospectus Supplement. Any statement contained in the Prospectus shall be deemed to be modified
or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that
is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus
Supplement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This
Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements
and amendments thereto.
We
may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as
required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make
your investment decision.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “MBOT”. On February 7, 2025, the closing price of our
common stock was $2.55.
Investing
in our common stock involves significant risks. You should read the section entitled “Risk Factors” beginning on page 11
of the Prospectus for a discussion of certain risk factors that you should consider before investing in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is February 7, 2025
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5, 2025
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-19871 |
|
94-3078125 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
288
Grove Street, Suite 388
Braintree,
MA 02184
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 875-3605
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
MBOT |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement
The
information set forth in Item 5.02 below is incorporated herein by reference into this Item 1.01.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
February 5, 2025, Microbot Medical Inc. (the “Company”) increased:
| ● | the
annual base salary of Simon Sharon, the Company’s Chief Technology Officer and the
General Manager of the Company’s Israel facilities, to NIS 960,000, commencing
for the 2025 fiscal year. Such increase is memorialized in an Addendum #2 to Employment
Agreement, dated as of February 5, 2025 (the “Sharon Agreement”). |
| ● | the
annual base salary of Rachel Vaknin, the Company’s Chief Financial Officer, to NIS
720,000, and certain travel benefits from NIS 1,000 per month to NIS 5,000 per month, commencing
for the 2025 fiscal year. Such increases are memorialized in an Addendum #2 to Employment
Agreement, dated as of February 5, 2025 (the “Vaknin Agreement”). |
| ● | the
maximum annual bonus of Juan Diaz-Cartelle, its Chief Medical Officer, from a maximum of
up to 30% of base salary to a maximum of up to 35% of base salary, commencing for the 2025
fiscal year. Such increase is memorialized in an Amendment to Employment Agreement, dated
as of February 5, 2025 (the “Diaz-Cartelle Agreement”). |
The
Sharon Agreement, Vaknin Agreement and Diaz-Cartelle Agreement are attached as Exhibits
10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The description of the terms of the Sharon Agreement, Vaknin Agreement
and Diaz-Cartelle Agreement are not intended to be complete and are qualified in their entirety
by reference to such exhibits.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
| |
MICROBOT
MEDICAL INC. |
| |
|
| |
By: |
/s/
Harel Gadot |
| |
Name: |
Harel
Gadot |
| |
Title: |
Chief
Executive Officer, President and Chairman |
Date:
February 7, 2025
Exhibit
10.1
ADDENDUM
#2 TO EMPLOYMENT AGREEMENT
made
and entered into as of February 5, 2025
by
and between
| Microbot
Medical Ltd. |
|
|
| Registration
no. 514519412 |
|
|
| of
6 Hayozma Street, Yokneam Illit, Israel |
|
|
| (the
“Company”) |
|
of
the first part |
| |
|
|
| and |
|
|
| |
|
|
Simon
Sharon
| |
| Israeli
I.D no.27037753
| |
| of
Israel |
|
|
| (the
“Employee”) |
|
of
the second part |
WHEREAS,
the Employee is employed by the Company in accordance with that certain employment agreement dated on March 31, 2018, as amended and
any addendum thereto (the “Employment Agreement”);
WHEREAS,
the Company and the Employee have agreed to amend certain term of the Employee’s Employment Agreement effective as of the date
hereof (the “Amendment Date”), and wish to set forth in writing said understanding;
NOW,
THEREFORE, the Parties hereby agree, declare and covenant as follows:
1.
Salary
| 1.1. | As
of the Amendment Date, retroactive to January 1, 2025, the Employee’s gross annual
Salary shall be increased to a gross amount of NIS 960,000. During the term of the Employment
Agreement, the compensation committee of the Board of Directors, or, if there be no such
compensation committee, the entire Board of Directors (in either case, the “Compensation
Committee”), shall review the Employee’s Salary on an annual basis and may provide
for such increases thereto as it may determine, taking into account such performance metrics
and criteria of the Employee and of the Company in the Compensation Committee’s sole
discretion |
| 1.2. | The
Employee shall be entitled to receive incentive equity awards on an annual basis in the discretion
of the Compensation Committee of the Board of Directors of the Company. |
2.
Miscellaneous
| 2.1. | Capitalized
terms used herein, unless otherwise defined, shall have the meanings ascribed to them in
the Employment Agreement. |
| 2.2. | This
Addendum contains the entire agreement between the parties hereto with respect to the subject
matter hereof, supersedes and cancels all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof, if any. In any event of contradiction
between the provisions of this Addendum and any prior agreement, whether written or oral,
the provisions of this Addendum shall prevail. |
| 2.3. | This
Addendum may be amended, modified, superseded, canceled, renewed or extended, and the terms
and covenants hereof may be waived, only by a written instrument executed by both parties.
A waiver of any term or condition of this Addendum may be effected only by a written instrument
executed by the party waiving compliance. The failure of any party, at any time or times,
to require performance of any provision of this Addendum shall in no manner affect the right
of such party, at a later time, to enforce the same. No waiver by any party of the breach
of any term or covenant, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any breach, or a waiver
of the breach of any other term or covenant. |
Microbot
Medical Ltd., 6 Hayozma St, Yokneam Illit, 2069024. P.O.B 242, Israel
Office:
+972-4-8200710 Fax: +972-4-8200712
www.microbotmedical.com
| 2.4. | Except
to the extent otherwise specifically modified herein in this Addendum all of the terms and
conditions of the Employment Agreement are hereby ratified, approved and confirmed and all
such terms and conditions shall remain in full force and effect. |
IN
WITNESS WHEREOF, the parties execute hereunder:
| /s/
Naama Moav |
|
/s/
Simon Sharon |
| Microbot
Medical Ltd. |
|
Simon
Sharon |
Microbot
Medical Ltd., 6 Hayozma St, Yokneam Illit, 2069024. P.O.B 242, Israel
Office:
+972-4-8200710 Fax: +972-4-8200712
www.microbotmedical.com
Exhibit
10.2
ADDENDUM
TO EMPLOYMENT AGREEMENT
made
and entered into as of February 5, 2025
by
and between
| Microbot
Medical Ltd. |
|
|
| Registration
no. 514519412 |
|
|
| of
6 Hayozma Street, Yokneam Illit, Israel |
|
|
| (the
“Company”) |
|
of
the first part |
| |
|
|
| and |
|
|
| |
|
|
| Rachel
Vaknin |
|
|
| Israeli
I.D no. 35883685 |
|
|
| of
Israel |
|
|
| (the
“Employee”) |
|
of
the second part |
WHEREAS,
the Employee is employed by the Company in accordance with that certain employment agreement dated on November 22, 2021, and any addendum
thereto (the “Employment Agreement”);
WHEREAS,
the Company and the Employee have agreed to amend certain term of the Employee’s Employment Agreement effective as of the date
hereof (the “Amendment Date”), and wish to set forth in writing said understanding;
NOW,
THEREFORE, the Parties hereby agree, declare and covenant as follows:
1.
Salary
| 1.1. | As
of the Amendment Date, retroactive to January 1, 2025, the Employee’s (a) gross annual
Salary shall be increased to a gross amount of NIS 720,000, and (b) annual travel benefits
shall be increased to NIS 5,000 per month. During the term of the Employment Agreement, the
compensation committee of the Board of Directors, or, if there be no such compensation committee,
the entire Board of Directors (in either case, the “Compensation Committee”),
shall review the Employee’s Salary on an annual basis and may provide for such increases
thereto as it may determine, taking into account such performance metrics and criteria of
the Employee and of the Company in the Compensation Committee’s sole discretion. |
| 1.2. | Section
3.6(a) 0of the Agreement shall be replaced with: |
“You
may be eligible to receive an annual bonus in the aggregate amount of up to thirty five percent (35%) of the annual salary, contingent
upon meeting certain targets, as shall be determined from time to time by the Company, at its sole discretion (the “Bonus”).
It is hereby clarified that the Company shall have the sole discretion regarding the decision whether you have achieved the goals which
were set to you.”
2.
Miscellaneous
| 2.1. | Capitalized
terms used herein, unless otherwise defined, shall have the meanings ascribed to them in
the Employment Agreement. |
| 2.2. | This
Addendum contains the entire agreement between the parties hereto with respect to the subject
matter hereof, supersedes and cancels all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof, if any. In any event of contradiction
between the provisions of this Addendum and any prior agreement, whether written or oral,
the provisions of this Addendum shall prevail. |
Microbot
Medical Ltd., 6 Hayozma St, Yokneam Illit, 2069024. P.O.B 242, Israel
Office: +972-4-8200710 Fax: +972-4-8200712
www.microbotmedical.com
| 2.3. | This
Addendum may be amended, modified, superseded, canceled, renewed or extended, and the terms
and covenants hereof may be waived, only by a written instrument executed by both parties.
A waiver of any term or condition of this Addendum may be effected only by a written instrument
executed by the party waiving compliance. The failure of any party, at any time or times,
to require performance of any provision of this Addendum shall in no manner affect the right
of such party, at a later time, to enforce the same. No waiver by any party of the breach
of any term or covenant, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any breach, or a waiver
of the breach of any other term or covenant. |
| 2.4. | Except
to the extent otherwise specifically modified herein in this Addendum all of the terms and
conditions of the Employment Agreement are hereby ratified, approved and confirmed and all
such terms and conditions shall remain in full force and effect. |
IN
WITNESS WHEREOF, the parties execute hereunder:
| /s/
Naama Moav |
|
/s/
Rachel Vaknin |
| Microbot
Medical Ltd. |
|
Rachel
Vaknin |
Microbot
Medical Ltd., 6 Hayozma St, Yokneam Illit, 2069024. P.O.B 242, Israel
Office:
+972-4-8200710 Fax: +972-4-8200712
www.microbotmedical.com
Exhibit
10.3
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This
Amendment (this “Amendment”) to the Employment Agreement effective as of December 1, 2023 (the “Agreement”) by
and between Microbot Medical Inc., a Delaware corporation, and Dr. Juan Diaz-Cartelle (the Executive”), is made as of the 5th
day of February, 2025, by and between the Company and the Executive (capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to those terms in the Agreement).
RECITALS
WHEREAS,
the Company and the Executive are parties to the Agreement; and
WHEREAS,
the Company and the Executive desire to amend the Agreement as more particularly set forth herein; and
WHEREAS,
Section 19 of the Agreement provides that all terms, conditions and provisions of the Agreement shall remain in full force and effect
unless modified, changed, altered or amended, in writing, executed by both parties thereto.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
1.
Amendments to Agreement. The Target Bonus shall be increased from up to a maximum amount of thirty percent (30%) of Executive’s
Base Salary for performance at the maximum level, to up thirty five percent (35%) of Executive’s Base Salary for performance at
the maximum level. The Compensation Committee may review the maximum Target Bonus on a percentage basis annually and may provide for
such changes thereto as it may determine, taking into account such performance metrics and criteria of the Executive and of the Company
(including peer group comparisons) in the Compensation Committee’s sole discretion.
2. Miscellaneous.
(a) Except
as expressly set forth in this Amendment, the Agreement shall remain in full force and effect.
(b) The
headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part
of this Amendment.
(c) This
Amendment, together with the Agreement, contain the entire agreement between the Company and the Executive with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings with respect thereto.
(d) This
Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.
(e) This
Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.
[Remainder
Of This Page Intentionally Left Blank; Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.
| |
COMPANY: |
| |
|
| |
Microbot
Medical Inc. |
| |
|
|
| |
By: |
/s/
Harel Gadot |
| |
Name:
|
Harel
Gadot |
| |
Title: |
CEO,
President and Chairman |
| |
|
|
| |
EXECUTIVE: |
| |
|
|
| |
|
/s/
Juan Diaz-Cartelle |
| |
|
Juan
Diaz-Cartelle |
[SIGNATURE
PAGE TO AMENDMENT]
Microbot Medical (NASDAQ:MBOT)
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