UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
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.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
94-3078125
(I.R.S. Employer
Identification No.)
288 Grove Street, Suite 388
Braintree, MA 02184
(Address including zip code of registrant’s Principal Executive Offices)
(781) 875-3605
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
Title of each class
Common Stock, Par value $0.01
Trading Symbol(s)
MBOT
Name of each exchange on which registered
NASDAQ Capital Market
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark 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 (§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 the 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 ☐
Non-accelerated filer ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter: approximately $38,134,642.
Common stock outstanding as of March 25, 2024: 14,398,964 shares
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “will”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks listed under the section entitled
“Risk Factors” commencing on page 13 of this report, which may cause our or our industry’s actual results, levels of activity or performance to be
materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Table of Contents
PART I
Item 1. Business
Item 1A.Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C Cybersecurity
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
[Reserved]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART III
Item 15. Exhibits and Financial Statement Schedules
Item 16 Form 10-K Summary
PART IV
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NOTE REGARDING REFERENCES TO OUR COMPANY
Throughout this Form 10-K, the words “we,” “us,” “our,” the “Company” and “Microbot” refer to Microbot Medical Inc., including our directly and
indirectly wholly owned subsidiary. Unless the context otherwise requires, the historical business, financial statements and operations of Microbot include
Microbot Medical Ltd., an Israeli corporation (“Microbot Israel”) which became a wholly owned subsidiary of the Company on November 28, 2016. The
capitalized term “Merger” refers to the November 28, 2016 merger of C&RD Israel Ltd, a then wholly owned subsidiary of the Company, with and into
Microbot Israel, with Microbot Israel surviving as a wholly owned subsidiary of the Company.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough discussion of
these and other risks are listed under the section entitled “Risk Factors” commencing on page 13.
Risks Relating to Microbot’s Financial Position and Need for Additional Capital
● There is substantial doubt regarding our ability to continue as a going concern.
● Microbot has had no revenue and has incurred significant operating losses since inception and is expected to continue to incur significant
operating losses for the foreseeable future. The Company may never become profitable or, if achieved, be able to sustain profitability.
● Microbot has a limited operating history outside of being a research and development-stage company, which may make it difficult to evaluate the
prospects for the Company’s future viability.
● Microbot will need additional funding. If Microbot is unable to raise capital when needed, it could be forced to delay, reduce or eliminate its
product development programs or commercialization efforts.
Risks Relating to the Development and Commercialization of Microbot’s Product Candidates
● Unsuccessful animal studies, clinical trials or procedures relating to product candidates under development could have a material adverse effect on
Microbot’s prospects.
● Microbot’s business depends heavily on the success of its sole lead product candidate, the LIBERTY® Endovascular Robotic Surgical System. If
Microbot is unable to commercialize the LIBERTY® Endovascular Robotic Surgical System, or experiences significant delays in doing so,
Microbot’s business will be materially harmed.
● The results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success of Microbot’s
product candidates.
● Microbot may not meet its development and commercialization objectives in a timely manner or at all.
● Microbot’s ability to expand its technology platforms for other uses may be limited.
● At this time, Microbot does not know the extent of the clinical trial that the FDA will require it to submit in support of its future marketing
applications for the LIBERTY® Endovascular Robotic Surgical System, which creates uncertainty for Microbot as well as the possibility of
increased product development costs and time to market.
● Microbot’s technology acquired from CardioSert and part of its One & Done® feature is subject to a buy-back clause which was triggered, thus
causing us to lose rights to the technology.
● Microbot will depend upon the ability of third parties, including contract research organizations, collaborative academic groups, future clinical
trial sites and investigators, to conduct or to assist the Company in conducting clinical trials for its product candidates, if such trials become
necessary.
● Our research and development program is dependent on the availability of certain components from suppliers, the delay in delivery of which could
materially adversely affect our ongoing development and ability to manufacture and package devices in the timeframes currently expected.
● If the commercial opportunity for the LIBERTY® Endovascular Robotic Surgical System and any other commercial products that may be
developed by Microbot is smaller than Microbot anticipates, Microbot’s future revenue from the LIBERTY® Endovascular Robotic Surgical
System and such other products will be adversely affected and Microbot’s business will suffer.
● Customers will be unlikely to buy the LIBERTY® Endovascular Robotic Surgical System or any other product candidates unless Microbot can
demonstrate that they can be produced for sale to consumers at attractive prices.
● Microbot has relied on, and intends to continue to rely on, third-party manufacturers to produce its product candidates.
● If Microbot’s product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot will not be
commercially successful.
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● Microbot may be subject to penalties and may be precluded from marketing its product candidates if Microbot fails to comply with extensive
governmental regulations.
● If Microbot is not able to both obtain and maintain adequate levels of third-party reimbursement for procedures involving its product candidates
after they are approved for marketing and launched commercially, it would have a material adverse effect on Microbot’s business.
● Clinical outcome studies for the LIBERTY® Endovascular Robotic Surgical System may not provide sufficient data to make Microbot’s product
candidates the standard of care.
● Microbot products may in the future be subject to mandatory product recalls that could harm its reputation, business and financial results.
● If Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to Medical Device
Reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
● Microbot could be exposed to significant liability claims if Microbot is unable to obtain insurance at acceptable costs and adequate levels or
otherwise protect itself against potential product liability claims.
● If Microbot fails to retain certain of its key personnel and attract and retain additional qualified personnel, Microbot might not be able to pursue its
growth strategy effectively.
Risks Relating to International Business
● If Microbot fails to obtain regulatory clearances in other countries for its product candidates under development, Microbot will not be able to
commercialize these product candidates in those countries.
● Microbot operations in international markets involve inherent risks that Microbot may not be able to control.
Risks Relating to Microbot’s Intellectual Property
● Intellectual property litigation and infringement claims could cause Microbot to incur significant expenses or prevent Microbot from selling
certain of its product candidates.
● If Microbot or TRDF are unable to protect the patents or other proprietary rights relating to Microbot’s product candidates, or if Microbot
infringes on the patents or other proprietary rights of others, Microbot’s competitiveness and business prospects may be materially damaged.
● Dependence on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may
result in Microbot’s payment of significant monetary damages or impact offerings in its product portfolios.
Risks Relating to Operations in Israel
● Existing and historical risks relating to our operations in Israel are being exacerbated by the current military actions and operations, and related
activities, that commenced with the surprise attack on the State of Israel on October 7, 2023.
● Microbot has facilities located in Israel, and therefore, political conditions in Israel may affect Microbot’s operations and results.
● Political relations could limit Microbot’s ability to sell or buy internationally.
● Israel’s economy may become unstable.
● Exchange rate fluctuations between the U.S. dollar and the NIS currencies may negatively affect Microbot’s operating costs.
● Funding and other benefits provided by Israeli government programs may be terminated or reduced in the future and the terms of such funding
may have a significant impact on future corporate decisions.
● Some of Microbot’s employees are obligated to perform military reserve duty in Israel.
General Risks
● The issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing stockholders.
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Item 1. Description of Business.
Overview
PART I
Microbot is a preclinical medical device company specializing in the research, design and development of next generation robotic endoluminal surgery
devices targeting the minimally invasive surgery space. Microbot is primarily focused on leveraging its robotic technologies with the goal of redefining
surgical robotics while improving surgical outcomes for patients.
Using our LIBERTY® Endovascular Robotic Surgical System, we are developing the first ever fully disposable robot for various endovascular
interventional procedures.
Technological Platforms
LIBERTY® Endovascular Robotic Surgical System
On January 13, 2020, Microbot unveiled what it believes is the world’s first fully disposable robotic system for use in endovascular interventional
procedures, such as cardiovascular, peripheral and neurovascular. The LIBERTY® Endovascular Robotic Surgical System features a unique compact
design with the capability to be operated remotely, reduce radiation exposure and physical strain to the physician, reduce the risk of cross contamination, as
well as the potential to eliminate the use of multiple consumables when used with its NovaCross® platform or possibly other guidewire/microcatheter
technologies.
The LIBERTY® Endovascular Robotic Surgical 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.
We believe the addressable markets for the LIBERTY® Endovascular Robotic Surgical System are the Interventional Cardiology, Interventional Radiology
and Interventional Neuroradiology markets.
The unique characteristics of the LIBERTY® Endovascular Robotic Surgical System - compact, mobile, disposable and remotely controlled - open the
opportunity of expanding telerobotic interventions to patients with limited access to life-saving procedures, such as mechanical thrombectomy in ischemic
stroke.
The LIBERTY® Endovascular Robotic Surgical System is being 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® - Can be made compatible with Microbot’s NitiLoop’s NovaCross® products or possibly other guidewire/microcatheter
technologies, that combines guidewire and microcatheter into a single device.
● 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 “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 the need for heavy lead vests otherwise to be worn
during procedures, as well as reducing the exposure to Hospital Acquired Infections (HAI).
● Ease of use - Its intuitive remote controls aims to simplify advanced procedures while shortening the physician’s learning curve.
● Telemedicine compatible - Capable of supporting tele-catheterization, carried out remotely by highly trained specialists.
On August 17, 2020, Microbot announced the successful conclusion of its feasibility animal study using the LIBERTY® Endovascular Robotic Surgical
System. The study met all of its end points with no intraoperative adverse events, which supports Microbot’s objectives to allow physicians to conduct a
catheter-based procedure from outside the catheterization laboratory (cath-lab), avoiding radiation exposure, physical strain and the risk of cross
contamination. The study was performed by two leading physicians in the neuro vascular and peripheral vascular intervention spaces, and the results
demonstrated robust navigation capabilities, intuitive usability and accurate deployment of embolic agents, most of which was conducted remotely from the
cath-lab’s control room.
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On May 3, 2023, we announced that the LIBERTY® Endovascular Robotic Surgical System has surpassed its 100th catheterization during multiple
preclinical studies, with a 95% success rate of reaching pre-determined vascular targets, such as distal branches of hepatic, gastric, splenic, mesenteric,
renal and hypogastric arteries. Moreover, all of the procedures were completed without notable signs of intraoperative injury.
On June 29, 2023, we announced the successful completion of a two-day preclinical study held by leading key opinion leaders at a New York-based
research lab, where they performed dozens of catheterizations, including the utilization of the LIBERTY® Endovascular Robotic Surgical System’s remote
operation capabilities, to pre-determined vascular targets, with a 100% success rate of reaching the intended target with no observable on-site
complications.
In October 2023, we announced the successful initial outcomes from our pivotal preclinical study with the LIBERTY® Endovascular Robotic Surgical
System. The pivotal study was conducted by three leading interventional radiologists that utilized the LIBERTY® Endovascular Robotic Surgical System
to reach a total of 48 animal targets. A total of 6 LIBERTY® Endovascular Robotic Surgical Systems were used in the study. All 6 LIBERTY®
Endovascular Robotic Surgical Systems performed flawlessly, with 100% usability and technical success. No acute adverse events or complications were
visually observed intra-operative. In December 2023, we announced that the final histopathology and lab report supplements our previous findings, and that
the results of the study will support our IDE submission to the FDA to commence human clinical study. On January 29, 2024, the Company submitted an
Investigational Device Exemption (IDE) application with the U.S. Food and Drug Administration, in order to commence its pivotal clinical trial in humans,
and as of the filing date of this Annual Report on Form 10-K, we are continuing our interaction with the FDA regarding our IDE submission process. See
“–Government Regulation–U.S. Regulation–Description of the IDE process” below.
On October 24, 2023, we announced that we received confirmation for the commencement of the process to support our future CE Mark approval, and to
ultimately allow us to market the LIBERTY® Endovascular Robotic Surgical System in Europe as well as other regions who accept the CE Mark.
According to the confirmation, we will commence audits for ISO 13485 certification to ensure compliance with the Quality Management System (QMS)
requirements of the EU Medical Devices Regulation (MDR 2017/745), during the first half of 2024. We had previously taken the first step to advance our
European program by engaging with a leading Notified Body, who recently confirmed dates for conducting the required audits.
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. This
technology is also expected to be incorporated in our One & Done® feature.
Other Technologies and Platforms
During the second and third quarters of 2023, as a result of our core-business focus program and our cost reduction plan, described below, we ceased
research and development activities relating to the technology we acquired from CardioSert, and with respect to our SCS and TipCat platforms. As a result,
we terminated the Company’s agreement with CardioSert for that technology, ceased maintaining the intellectual property with respect to that technology,
and are returning the acquired intellectual property to CardioSert, and returned intellectual property relating to the SCS (ViRob) and TipCat to Technion
Research and Development Foundation.
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Recent Developments
Settlement of Lawsuit
As of January 26, 2024 (the “Effective Date”), we entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Empery Asset
Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient III, LP and Hudson Bay Master Fund Ltd. (collectively, “Plaintiffs”), which resolved and
settled the below referenced litigation between the Company and Plaintiffs. The Company previously announced that it was a defendant in a lawsuit
captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay Master Fund Ltd., Plaintiffs, against Microbot
Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (Index No. 651182/2020) (the “Lawsuit”), pursuant to
which the Plaintiffs alleged, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase
Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “Financing”), of which the Plaintiffs participated, and fraudulently
induced Plaintiffs into signing the SPA. The complaint sought rescission of the SPA and return of the Plaintiffs’ $6.75 million purchase price with respect
to the Financing.
Pursuant to the Settlement Agreement, the Company paid Plaintiffs an aggregate of $2,154,000 (the “Total Settlement Amount”), consisting of a cash
payment covered by the Company’s insurance carrier of $1,100,000 and 1,005,965 shares of restricted Company common stock (the “Shares”), which
Shares represent the whole number of restricted shares of Company common stock calculated pursuant to the following formula: $1,054,000/[closing price
of Company common stock on the Effective Date * 0.825]. Additionally, the Plaintiffs and the Company each agreed to fully release the other from all
claims arising out of the Financing, the SPA and/or the allegations and claims asserted in the Lawsuit, subject to customary carve-outs.
In February 2024, the Plaintiffs filed a stipulation discontinuing the Lawsuit with prejudice.
We also agreed, pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”), to file a registration statement on Form S-1 or Form
S-3 covering the resale of the Shares (the “Resale Registration Statement”), within 30 calendar days following the Effective Date, and to use reasonable
best efforts to have such Resale Registration Statement declared effective by the SEC within 60 days (or, in the event of a “full review” by the Securities
and Exchange Commission, within 90 days) following the Effective Date. We shall be required to make cash payments to the Plaintiffs in the event we fail
to register the Shares and keep the Resale Registration Statement effective pursuant to the terms of the Registration Rights Agreement, and if we fail to
remove the restrictions on the Shares pursuant to the terms of the Settlement Agreement.
Preferred Investment Option Inducement Transaction
The Company entered into a Preferred Investment Option Exercise and Inducement Letter on December 29, 2023 (the “Inducement Letter”) with certain
selling stockholders (the “Stockholders”), the registered holders of existing (i) Series A preferred investment options to purchase shares of the Company’s
common stock at an exercise price of $2.20 per share, issued on October 25, 2022, as amended on May 24, 2023, (ii) Series C preferred investment options
to purchase shares of the Company’s common stock at an exercise price of $2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment
options to purchase shares of the Company’s common stock at an exercise price of $3.19 per share issued on June 26, 2023 (the “Existing Investment
Options”), pursuant to which the Stockholders agreed to exercise for cash their Existing Investment Options to purchase an aggregate of 1,685,682 shares
of the Company’s common stock, at a reduced exercised price of $1.62 per share, in consideration for the Company’s agreement to issue new preferred
investment options (the “Inducement Investment Options”) to purchase up to an aggregate of 1,685,682 shares of the Company’s common stock at an
exercise price of $1.50 per share. The closings of the transactions contemplated by the Inducement Letter occurred on January 3, 2024. The Inducement
Investment Options are immediately exercisable from the date of issuance until five and one-half (5.5) years following the date of issuance. No other
changes to the Existing Investment Options were made.
Core-Business Focus Program
On May 15, 2023, the Board of Directors of the Company authorized, and the Company commenced, a core-business focus program while the Company
seeks to raise additional capital to continue development of the LIBERTY® Endovascular Robotic Surgical System. This core-business focus program
includes the cessation of research and development activities not related to the LIBERTY® Endovascular Robotic Surgical System, including terminating
the Company’s agreement with CardioSert for, and returning and ceasing the maintenance of, that technology, and returning intellectual property relating to
the SCS (ViRob) and TipCat to Technion Research and Development Foundation.
Cost Reduction Plan
In addition to the core-business focus program described above, the Board of Directors of the Company authorized, and the Company commenced, a cost
reduction plan while the Company seeks to raise additional capital to continue development of the LIBERTY® Endovascular Robotic Surgical System.
In May and June 2023 and in January 2024, we raised sufficient capital that, together with the savings from the cost reduction plan, enabled us to continue
our operations, including completion of the V&V study, perform the GLP study and submit the IDE to the U.S. Food & Drug Administration. We also, as
of November 1, 2023, recommenced paying Rachel Vaknin, our CFO, and Simon Sharon, our CTO and General Manager, their regular salaries and benefits
that were previously reduced as a result of the cost reduction plan, and as of January 1, 2024, recommenced paying Harel Gadot, our CEO, and the
independent directors of our Board their regular salaries and benefits, or fees as the case may be, that were previously reduced as a result of the cost
reduction plan. We continue to seek new sources of capital to stabilize our finances and provide operating runway. In the event the Company is not
successful in raising additional capital, or if the results of the V&V study and first-in-human trials are not promising, the Company may be forced to take
more drastic actions to conserve capital or shut down operations entirely.
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First-In-Human Clinical Cases
On January 29, 2024, we submitted an Investigational Device Exemption (IDE) application with the U.S. Food and Drug Administration, in order to
commence our pivotal clinical trial in humans, and as of the filing date of this Annual Report on Form 10-K, we are continuing our interaction with the
FDA regarding our IDE submission process. See “–Government Regulation–U.S. Regulation–Description of the IDE process” below.
Israel-Hamas War
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 the declaration by Israel of the “Iron Swords” military operation. This military operation and related activities are
on-going as of the filing date of this Annual Report on Form 10-K.
The Company has considered various ongoing risks relating to the military operation and related matters, including:
● That some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only
partially active, as instructed by the relevant authorities; and
● A slowdown in the number of international flights in and out of Israel.
The Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and its Israel-based
activities to support future clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the
Company’s devices and to ship them outside of Israel. As of the filing date of this Annual Report on Form 10-K, the Company has determined that there
have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could
result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s clinical and regulatory activities. The Company
does not have any specific contingency plans in the event of any such escalation or change.
Industry Overview
Minimally Invasive Robot-Assisted Endovascular Interventions
Minimally Invasive Surgery, or MIS, refers to surgical procedures performed through tiny incisions instead of a single large opening. Because the incisions
are small, patients tend to have quicker recovery times and experience less trauma than with conventional surgery. The global MIS surgery is expected to
grow from $24 billion in 2020 to $42 billion in 2026, representing a CAGR of 9.85%. MIS involves three major categories of devices: surgical, monitoring
and visualization, and endoscopy. The market for surgical devices, including ablation, electrosurgery and medical robotic systems, accounts for the largest
share of revenue and is also expected to show the highest rate of growth. According to the Society of Robotic Surgery, the U.S. market growth in
endoluminal robotic surgery is projected to be 15-25% by 2025.
Vascular disease is the most common precursor to ischemic heart disease and stroke, which are two of the leading causes of death worldwide. Advances in
endovascular intervention in recent years have transformed patient survival rates and post-surgical quality of life. It is estimated that more than three
million percutaneous coronary interventions (PCI) and over two million of peripheral vascular interventions are performed annually worldwide. The
incidence of stroke in the U.S. alone is estimated at 900,000 cases annually. Compared to open surgery, it has the advantages of faster recovery, reduced
need for general anesthesia, reduced blood loss and significantly lower mortality. However, the current practice of endovascular procedures, which virtually
has remained unchanged since the introduction of Intervention four decades ago, is limited by a number of factors, including physical strain and exposure
to X-Ray radiation of the operator, and involves complex maneuvering of intervention tools, such as guidewires and catheters, to reach target areas in the
vasculature. Despite recent advancements in technology and devices, manual procedures are still highly dependent on the technical skills and training of the
operator, what makes the access to expert medical centers and advanced emergent treatments, such as endovascular thrombectomy for acute ischemic
stroke, geographically limited. In addition, we believe that demand for physicians continues to grow faster than supply.
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Endovascular robotic systems are aimed to increase the stability and precision of guidewires and catheters, protecting the physicians from ionizing
radiation and physical strain by removing them from the radiation source, helping in closing shortages of skilled physicians and skill gaps and enable tele-
interventions (e.g. the Hub & Spoke hospital model).
Today, there are only a few commercially available robotic systems for endovascular interventions. We believe these systems have major drawbacks, such
as limited maneuverability, the requirement to exchange and use multiple expensive surgical tools, being cumbersome to set-up and operate, and requiring
significant up-front capital expenditures.
Microbot believes that with the LIBERTY® Endovascular Robotic Surgical System, coupled with its own NovaCross® products and other off-the-shelf
products, it is well-positioned to deliver a value-added endovascular robotic system, with a focus on improving the ease and access and enhancing the
safety of endovascular interventions.
Strategy
Microbot’s goal is to generate sales of its products, once they have received regulatory approval, by establishing the LIBERTY® Endovascular Robotic
Surgical System as the standard-of-care in the eyes of medical practitioners, patients and medical facilities, as well as getting the support of payors and
insurance companies. Microbot believes that it can achieve this objective by working with health care providers and systems to demonstrate the key
benefits of its products. Microbot’s strategy includes the following key elements:
● Continue to refine existing product candidates and develop additional surgical robotic solutions. As Microbot prepares to bring its initial product
through the support of preclinical and clinical trials, it continues gathering patients, patient and clinical data, and patient and physician feedback
post-market. Microbot also expects to continue to innovate in the surgical robotics field by continuing to find ways of using its core technology to
solve unmet needs, with the overarching goal of providing a safer, more effective and more efficient surgical environment for patients and
physicians.
● Establish and leverage relationships with key institutions and leading clinicians. Microbot’s objective will be to maintain clinical focus with
leading hospitals and clinics so as to establish the LIBERTY® Endovascular Robotic Surgical System, as well as possibly other future products, as
the standard of care in such institutions for their respective procedures. Microbot also expects to identify Key Opinion Leaders (KOLs) with the
relevant specialties (for instance interventional radiology) with the expectation that such clinical focus will accelerate the adoption of its candidate
products.
● Continuously invest in research and development. Microbot’s most significant expense has historically been research and development, and
Microbot expects to continue investing in research and development activities, including expenses it expects to incur to improve on its prototype
products in order to respond to clinical data, to develop additional applications using its technologies and to develop future product candidates.
● Explore partnerships for the introduction of Microbot’s products. In parallel to its efforts to establish direct sales and marketing capabilities,
Microbot intends to continue its efforts on pursuing collaborations with global medical device companies that have established sales and
distribution networks. Microbot will seek to enter collaborations and partnerships with strategic players that offer synergies with Microbot’s
product candidates and expertise.
● Seek additional IP and technologies to complement and strengthen Microbot’s current IP portfolio. Microbot intends to continue exploring new
technologies, IP and know-how to add to its current portfolio through licensing, mergers and/or acquisitions and to allow Microbot to enter new
spaces and strengthen its overall product portfolio.
Competition
LIBERTY® Competitive Landscape
We believe the main competitor to the LIBERTY® Endovascular Robotic Surgical System is the CorPath GRX vascular robotics system by Corindus
Vascular Robotics, a Siemens Healthineers company. To our knowledge, CorPath GRX system is FDA-approved and CE-marked for percutaneous
coronary and vascular procedures, is CE-marked for neurovascular interventions and is pending FDA approval for neurovascular interventions. Another
competitor is Robocath (CE Marked for PCI only). We believe these systems have drawbacks, such as limited maneuverability, the requirement to
exchange and use multiple expensive surgical tools, being cumbersome to set-up and operate, and requiring significant upfront capital expenditures. We
also expect that we could be competing with other technologies that are in different stages of development, including preclinical and without CE/FDA
approvals, such as LN Robotics and Endoways, of which additional competitive data will be required to better explore their respective positioning in the
competitive landscape.
Microbot’s existing and planned products could also be rendered obsolete or uneconomical by technological advances developed in the future by existing
or new competitors. Some of Microbot’s competitors currently have significantly greater resources than Microbot does; have established relationships with
healthcare professionals, customers and third-party payors; and have long-term contracts with group purchasing organizations in the United States. In
addition, some of Microbot’s competitors have established distributor networks, greater resources for product development, sales and marketing, additional
lines of products and the ability to offer financial incentives such as rebates, bundled products or discounts on other product lines that Microbot cannot
provide.
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Intellectual Property
General
The LIBERTY® Endovascular Robotic Surgical System’s core technology is co-owned by Microbot and The Technion Research and Development
Foundation Ltd., or TRDF. The NovaCross® device is based on technologies acquired by Microbot from Nitiloop Ltd. Microbot may develop other
medical-robotic solutions through internal research and development, to strengthen its intellectual property position, and to continue exploring strategic
collaborations and accretive acquisition opportunities. Microbot currently holds an intellectual property portfolio of 12 patents issued/allowed and 47 patent
applications pending worldwide. Microbot also holds 10 design patents issued/allowed and 5 design patents pending worldwide. It also has registered
trademarks in Israel, Europe, UK and the U.S. relating to the LIBERTY® Endovascular Robotic Surgical System, and also has trademarks relating to its
proprietary Microbot Medical wordmark and logo registered in Israel, Europe, and UK, and pending in the U.S. and China, in addition to having registered
trademarks for the “One & Done” wordmark in Israel, Europe, the U.S., UK, and Japan. Microbot also has a registered trademark in the U.S. for the
NovaCross trademark.
Microbot relies or intends to rely on intellectual property licensed or developed, including patents, trade secrets, trademarks, technical innovations, laws of
unfair competition and various licensing agreements, to provide its future growth, to build its competitive position and to protect its technology. As
Microbot continues to expand its intellectual property portfolio, it is critical for Microbot to continue to invest in filing patent applications to protect its
technology, inventions, and improvements.
Microbot requires its employees and consultants to execute confidentiality agreements in connection with their employment or consulting relationships
with Microbot. Microbot also requires its employees and consultants who work on its product candidates to agree to disclose and assign to Microbot all
inventions conceived during the term of their service, while using Microbot property, or which relate to Microbot’s business.
Patent applications in the United States and in foreign countries are maintained in secrecy for a period of time after filing, which results in a delay between
the filing date of the patent applications and the time when they are published. Patents issued and patent applications filed relating to medical devices are
numerous, and there can be no assurance that current and potential competitors and other third parties have not filed or in the future will not file
applications for, or have not received or in the future will not receive, patents or obtain additional proprietary rights relating to product candidates,
products, devices or processes used or proposed to be used by Microbot. Microbot believes that the technologies it employs in its products and systems do
not infringe the valid claims of any third-party patents. There can be no assurance, however, that third parties will not seek to assert that Microbot devices
and systems infringe their patents or seek to expand their patent claims to cover aspects of Microbot’s products and systems.
The medical device industry in general has been characterized by substantial litigation regarding patents and other intellectual property rights. Any such
claims, regardless of their merit, could be time-consuming and expensive to respond to and could divert Microbot’s technical and management personnel.
Microbot may be involved in litigation to defend against claims of infringement by other patent holders, to enforce patents issued to Microbot, or to protect
Microbot’s trade secrets. If any relevant claims of third-party patents are upheld as valid and enforceable in any litigation or administrative proceeding,
Microbot could be prevented from practicing the subject matter claimed in such patents, or would be required to obtain licenses from the patent owners of
each such patent, or to redesign Microbot’s products, devices or processes to avoid infringement. There can be no assurance that such licenses would be
available or, if available, would be available on terms acceptable to Microbot or that Microbot would be successful in any attempt to redesign products or
processes to avoid infringement. Accordingly, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses,
could potentially prevent Microbot from manufacturing and selling its products.
Microbot’s issued U.S. patents, which cover Microbot’s product candidates, will expire between 2032 and 2040, not including any patent term adjustments
that may be available. Issued patents outside of the United States directed to Microbot’s product candidates will expire between 2032 and 2040.
License Agreement with the Technion
In June 2012, Microbot entered into a license agreement with TRDF, the technology transfer subsidiary of The Technion Institute of Technology, pursuant
to which it obtained an exclusive, worldwide, royalty-bearing, sub-licensable license to certain patents and inventions relating to the SCS and TipCAT
technology platforms invented by Professor Moshe Shoham, a former director of and an advisor to the Company, and in certain circumstances other TRDF-
related persons. During the second and third quarters of 2023, as a result of our core-business focus program and our cost reduction plan, we ceased
research and development activities relating to the SCS and TipCat platforms. As a result, we returned intellectual property relating to the SCS (ViRob) and
TipCat to TRDF.
The LIBERTY® Endovascular Robotic Surgical System, which was invented by employees of Microbot together with Professor Moshe Shoham of the
Technion, in his capacity as a consultant to Microbot, is co-owned by Microbot and TRDF, and the parties established the LIBERTY® Endovascular
Robotic Surgical System as a “Joint Invention” in accordance with the terms of the License Agreement. Once the Joint Invention is established, Microbot
will have to pay TRDF royalties of between 1.5% and 3.0% of net sales of products covered by this Joint Invention.
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Research and Development
Microbot’s research and development programs are generally pursued by engineers and scientists employed by Microbot in its offices in Israel on a full-
time basis or as consultants, or through partnerships with industry leaders in manufacturing and design and researchers in academia. Microbot is also
working with subcontractors in developing specific components of its technologies.
The primary objectives of Microbot’s research and development efforts are to continue to introduce incremental enhancements to the capabilities of its
candidate products and to advance the development of proposed products.
Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through
December 31, 2023 totaling approximately $1.8 million. This amount includes amounts received in 2023 of approximately $304,000, which are a portion of
an additional grant from the IIA in the amount of approximately NIS 1.6 million (approximately $447,000) approved by the IIA on June 1, 2023, to further
finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic Surgical System.
In addition, as a result of the agreement with CardioSert on January 4, 2018, Microbot Israel took over the liability to repay CardioSert’s IIA grants in the
aggregate amount of approximately $530,000, which liability will remain for so long as the Company continues to own the CardioSert assets. As a result of
CardioSert’s recent exercise to have the assets returned, we expect that this will cease to be a liability upon return.
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 $925,000.
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.
On December 11, 2022, the Company received approval for a grant from the Ministry of Economy, in the amount of NIS 300,000 (approximately $83,000),
for participation in expenses related to the LIBERTY® Endovascular Robotic Surgical System in the U.S. market. As of December 31, 2023, the Company
received approximately $27,000 of such amount. In relation with the Ministry of Economy grant, the Company is obligated to pay royalties amounting to
3% of future sales of the LIBERTY® Endovascular Robotic Surgical System up to the grant amount plus interest.
Microbot expects to continue to access government funding in the future.
For the fiscal years ended December 31, 2022 and 2023, respectively, Microbot incurred research and development expenses of approximately $7,736,000
and $5,724,000.
Strategic collaboration agreement with Stryker
On December 22, 2021, the Company entered into a strategic collaboration agreement for technology co-development with Stryker Corporation, acting
through its Neurovascular Division. Pursuant to the agreement, the collaborative development program between the Company and Stryker aims to integrate
certain of Stryker’s instruments with the Company’s LIBERTY® Endovascular Robotic Surgical System to address certain neurovascular procedures. The
parties conducted discussions in the past to define the development plan; however, due to other strategic priorities, the collaboration is not moving forward.
Manufacturing
Microbot does not have any manufacturing facilities or manufacturing personnel. Microbot currently relies, and expects to continue to rely, on third parties
for the manufacturing of its product candidates for preclinical and clinical testing, as well as for commercial manufacturing if its product candidates receive
marketing approval.
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During 2022 Microbot initiated the transfer to production by means of designing and building molds for plastic injection of parts which is a more cost-
effective method for producing high quantities compared to conventional machined production of these parts. Some molds are already operative while
others are being designed and built. We expect completing the molds during 2024.
On August 4, 2023, we signed a Turn-Key Manufacturing Agreement with a subcontractor that is suited to assemble and test our products under applicable
regulatory requirements and regulations. As of the filing date of this Annual Report on Form 10-K, we are working with the subcontractor to transfer the
production to the subcontractor.
Commercialization
Microbot has not yet established a sales, marketing or product distribution infrastructure for the LIBERTY® Endovascular Robotic Surgical System or any
other product candidate, which are still in development stages. Microbot plans to access the U.S. markets with its initial device offerings through direct
sales, distributors, as well as strategic partnerships. Microbot has not yet developed a commercial strategy outside of the United States, but it most likely
would utilize distributors and strategic partnerships.
Government Regulation
General
Microbot’s medical technology products and operations are subject to extensive regulation in the United States and other countries. Most notably, if
Microbot seeks to sell its products in the United States, its products will be subject to the Federal Food, Drug, and Cosmetic Act (FDCA) as implemented
and enforced by the U.S. Food and Drug Administration (FDA). The FDA regulates the development, bench and clinical testing, manufacturing, labeling,
storage, record-keeping, promotion, marketing, sales, distribution and post-market support and reporting of medical devices in the United States to ensure
that medical products distributed domestically are safe and effective for their intended uses. Regulatory policy affecting its products can change at any
time.
Advertising and promotion of medical devices in the United States, in addition to being regulated by the FDA, are also regulated by the Federal Trade
Commission and by state regulatory and enforcement authorities. Recently, promotional activities for FDA-regulated products of other companies have
been the subject of enforcement action brought under healthcare reimbursement laws and consumer protection statutes. In addition, under the federal
Lanham Act and similar state laws, competitors and others can initiate litigation relating to advertising claims.
Foreign countries where Microbot wishes to sell its products may require similar or more onerous approvals to manufacture or market its products.
Government agencies in those countries also enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising,
marketing and distribution, and market surveillance of medical device products. These regulatory requirements can change rapidly with relatively short
notice.
Other regulations Microbot encounters in the United States and in other jurisdictions are the regulations that are common to all businesses, such as
employment legislation, implied warranty laws, and environmental, health and safety standards, to the extent applicable. In the future, Microbot will also
encounter industry-specific government regulations that would govern its products, if and when they are developed for commercial use.
U.S. Regulation
The FDA governs the following activities that Microbot performs, will perform, upon the clearance or approval of its product candidates, or that are
performed on its behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses:
● product design, and development;
● product safety, testing, labeling and storage;
● record keeping procedures; and
● product marketing.
There are numerous FDA regulatory requirements governing the approval or clearance and subsequent commercial marketing of Microbot’s products.
These include:
● the timely submission of product listing and establishment registration information, along with associated establishment user fees;
● continued compliance with the Quality System Regulation, or QSR, which require specification developers and manufacturers, including third-
party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the
manufacturing process;
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● labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
● clearance or approval of product modifications that could significantly affect the safety or effectiveness of the device or that would constitute a
major change in intended use;
● Medical Device Reporting regulations (MDR), which require that manufacturers keep detailed records of investigations or complaints against their
devices and to report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would
likely cause or contribute to a death or serious injury if it were to recur;
● adequate use of the Corrective and Preventive Actions process to identify and correct or prevent significant systemic failures of products or
processes or in trends which suggest same;
● post-approval restrictions or conditions, including post-approval study commitments;
● post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness
data for the device; and
● notices of correction or removal and recall regulations.
Unless an exemption applies, before Microbot can commercially distribute medical devices in the United States, Microbot must obtain, depending on the
classification of the device, either prior 510(k) clearance, 510(k) de-novo clearance or premarket approval (PMA), from the FDA. The FDA classifies
medical devices into one of three classes based on the degree of risk associated with each medical device and the extent of regulatory controls needed to
ensure the device’s safety and effectiveness:
● Class I devices, which are low risk and subject to only general controls (e.g., registration and listing, medical device labeling compliance, MDRs,
Quality System Regulations, and prohibitions against adulteration and misbranding) and, in some cases, to the 510(k) premarket clearance
requirements;
● Class II devices, which are moderate risk and generally require 510(k) or 510(k) de-novo premarket clearance before they may be commercially
marketed in the United States as well as general controls and potentially special controls like performance standards or specific labeling
requirements; and
● Class III devices, which are devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or
devices deemed not substantially equivalent to a predicate device. Class III devices generally require the submission and approval of a PMA
supported by clinical trial data.
Microbot expects the medical products in its pipeline currently to be classified as Class II. Class II devices are those for which general controls alone are
insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information to establish special controls. Special controls can
include performance standards, post-market surveillance, patient histories and FDA guidance documents. Premarket review and clearance by the FDA for
these devices is generally accomplished through the 510(k) or 510(k) de-novo premarket notification process. As part of the 510(k) or 510(k) de-novo
notification process, FDA may require the following:
● Development of comprehensive product description and indications for use;
● Comprehensive review of predicate devices and development of data supporting the new product’s substantial equivalence to one or more
predicate devices; and
● If appropriate and required, certain types of clinical trials (IDE submission and approval may be required for conducting a clinical trial in the
U.S.).
Clinical trials involve use of the medical device on human subjects under the supervision of qualified investigators in accordance with current Good
Clinical Practices (GCPs), including the requirement that all research subjects provide informed consent for their participation in the clinical study. A
written protocol with predefined end points, an appropriate sample size and pre-determined patient inclusion and exclusion criteria, is required before
initiating and conducting a clinical trial. All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance with
the FDA’s Investigational device Exemption, or IDE, regulations that among other things, govern investigational device labeling, prohibit promotion of the
investigational device, and specify recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents
a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE application, which must become effective prior to
commencing human clinical trials.
Description of the IDE process. The IDE will become effective 30 days after receipt by the FDA, unless the FDA otherwise informs the sponsor prior to the
30-day period that the IDE is approved, approved with conditions, or disapproved. If the FDA determines that additional information is required, the FDA
may permit a clinical trial to proceed under a conditional approval. In case of disapproval, the Company can continue its existing IDE process interaction
with the FDA, and supply FDA with additional information to obtain approval or conditional approval. In addition, the study must be approved by, and
conducted under the oversight of, an Institutional Review Board (IRB) for each clinical site. If the device presents a non-significant risk to the patient, a
sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but it must still
follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and
record-keeping requirements.
510(k) clearance typically involves the following:
● Assuming successful completion of all required testing, a detailed 510(k) premarket notification or 510(k) de-novo is submitted to the FDA
requesting clearance to market the product. The notification includes all relevant data from pertinent preclinical and clinical trials, together with
detailed information relating to the product’s manufacturing controls and proposed labeling, and other relevant documentation.
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● A 510(k) clearance letter from the FDA will authorize commercial marketing of the device for one or more specific indications for use.
● After 510(k) clearance, Microbot will be required to comply with a number of post-clearance requirements, including, but not limited to, Medical
Device Reporting and complaint handling, and, if applicable, reporting of corrective actions. Also, quality control and manufacturing procedures
must continue to conform to QSRs. The FDA periodically inspects manufacturing facilities to assess compliance with QSRs, which impose
extensive procedural, substantive, and record keeping requirements on medical device manufacturers. In addition, changes to the manufacturing
process are strictly regulated, and, depending on the change, validation activities may need to be performed. Accordingly, manufacturers must
continue to expend time, money and effort in the area of production and quality control to maintain compliance with QSRs and other types of
regulatory controls.
● After a device receives 510(k) clearance from the FDA, any modification that could significantly affect its safety or effectiveness, or that would
constitute a major change in its intended use or technological characteristics, requires a new 510(k) clearance or could require a PMA. The FDA
requires each manufacturer to make the determination of whether a modification requires a new 510(k) notification or PMA in the first instance,
but the FDA can review any such decision. If the FDA disagrees with a manufacturer’s decision not to seek a new 510(k) clearance or PMA for a
particular change, the FDA may retroactively require the manufacturer to seek 510(k) clearance or PMA. The FDA can also require the
manufacturer to cease U.S. marketing and/or recall the modified device until additional 510(k) clearance or PMA approval is obtained.
● The FDA and the Federal Trade Commission, or FTC, will also regulate the advertising claims of Microbot’s products to ensure that the claims
Microbot makes are consistent with its regulatory clearances, that there is scientific data to substantiate the claims and that product advertising is
neither false nor misleading.
To obtain 510(k) clearance, Microbot must submit a notification to the FDA demonstrating that its proposed device is substantially equivalent to a predicate
device (i.e., a device that was in commercial distribution before May 28, 1976, a device that has been reclassified from Class III to Class I or Class II, or a
510(k)-cleared device). The FDA’s 510(k) clearance process generally takes from three to 12 months from the date the application is submitted but also can
take significantly longer. If the FDA determines that the device or its intended use is not substantially equivalent to a predicate device, the device is
automatically placed into Class III, requiring the submission of a PMA.
There is no guarantee that the FDA will grant Microbot 510(k) clearance for its pipeline medical device products, and failure to obtain the necessary
clearances for its products would adversely affect Microbot’s ability to grow its business. Delays in receipt or failure to receive the necessary clearances, or
the failure to comply with existing or future regulatory requirements, could reduce its business prospects.
Devices that cannot be cleared through the 510(k) process due to lack of a predicate device but would be considered low or moderate risk may be eligible
for the 510(k) de-novo process. In 1997, the Food and Drug Administration Modernization Act, or FDAMA added the de novo classification pathway now
codified in section 513(f)(2) of the FD&C Act. This law established an alternate pathway to classify new devices into Class I or II that had automatically
been placed in Class III after receiving a Not Substantially Equivalent, or NSE, determination in response to a 510(k) submission. Through this regulatory
process, a sponsor who receives an NSE determination may, within 30 days of receipt, request FDA to make a risk-based classification of the device
through what is called a “de novo request.” In 2012, section 513(f)(2) of the FD&C Act was amended by section 607 of the Food and Drug Administration
Safety and Innovation Act (FDASIA), in order to provide a second option for de novo classification. Under this second pathway, a sponsor who determines
that there is no legally marketed device upon which to base a determination of substantial equivalence can submit a de novo request to FDA without first
submitting a 510(k).
In the event that Microbot receives a Not Substantially Equivalent determination for either of its device candidates in response to a 510(k) submission, the
Microbot device may still be eligible for the 510(k) de-novo classification process.
Devices that cannot be cleared through the 510(k) or 510(k) de-novo classification process require the submission of a PMA. The PMA process is much
more time consuming and demanding than the 510(k) notification process. A PMA must be supported by extensive data, including but not limited to data
obtained from preclinical and/or clinical studies and data relating to manufacturing and labeling, to demonstrate to the FDA’s satisfaction the safety and
effectiveness of the device. After a PMA application is submitted, the FDA’s in-depth review of the information generally takes between one and three
years and may take significantly longer. If the FDA does not grant 510(k) clearance to its products, there is no guarantee that Microbot will submit a PMA
or that if Microbot does, that the FDA would grant a PMA approval of Microbot’s products, either of which would adversely affect Microbot’s business.
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Foreign Regulation
In addition to regulations in the United States, Microbot will be subject to a variety of foreign regulations governing clinical trials, marketing authorization
and commercial sales and distribution of its products in foreign countries. The approval process varies from country to country, and the time may be longer
or shorter than that required for FDA approval or clearance. The requirements governing the conduct of clinical trials, product licensing, pricing and
reimbursement vary greatly from country to country.
International sales of medical devices are subject to foreign governmental regulations which vary substantially from country to country. Whether or not
Microbot obtains FDA approval or clearance for its products, Microbot will be required to make new regulatory submissions to the comparable regulatory
authorities of foreign countries before Microbot can commence clinical trials or marketing of the product in such countries. The time required to obtain
certification or approval by a foreign country may be longer or shorter than that required for FDA clearance or approval, and the requirements may differ.
Below are summaries of the regulatory systems for medical devices in Europe and Israel, where Microbot currently anticipates marketing its products.
However, its products may also be marketed in other countries that have different systems or minimal requirements for medical devices.
Europe. The primary regulatory body in Europe is the European Union, or E.U., which consists of 27 member states and has a coordinated system for the
authorization of medical devices.
The E.U. has adopted legislation, in the form of directives to be implemented in each member state, concerning the regulation of medical devices within the
European Union. The directives include, among others, the Medical Device Regulation, or MDR, that establishes certain requirements with which medical
devices must comply before they can be commercialized in the European Economic Area, or EEA (which comprises the member states of the E.U. plus
Norway, Liechtenstein and Iceland). Under the MDR, medical devices are classified into four Classes, I, IIa, IIb, and III, with Class I being the lowest risk
and Class III being the highest risk.
In order to commercialize medical devices in the European Union, a CE Mark certificate is needed. This certification verifies that a device meets all
regulatory requirements for medical devices under the new Medical Devices Regulation (MDR 2017/745). The CE approval process in Europe is
summarized below:
1. To obtain CE Marking certification, comply with European Commission Regulation (EU) No. 2017/745, commonly known as the Medical
Device Regulation (MDR).
2. Appoint a Person Responsible for Regulatory Compliance (PRRC). Determine classification of device - Class I (self-certified); Class I (sterile,
measuring or reusable surgical instrument); Class IIa, Class IIb, or Class III.
3. For all devices, implement a Quality Management System (QMS) in accordance with the MDR. Companies usually apply the EN ISO 13485
standard to achieve compliance. The QMS must include Clinical Evaluation, Post-Market Surveillance (PMS) and Post Market Clinical Follow-up (PMCF)
plans. Make arrangements with suppliers about unannounced Notified Body audits. For Class I (self-certified), implement a QMS though Notified Body
intervention is not required.
4. Prepare a CE Technical Documentation or Design Dossier (Class III) providing information about the device and its intended use plus testing
reports, Clinical Evaluation Report (CER), risk management file, Instruction For Use (IFU), labeling and more. Obtain a Unique Device Identifier (UDI)
for the device. All devices, even legacy products in use for decades, will require clinical data. Most of these data should refer to the subject device. Clinical
studies are generally required for implantable and Class III devices. Existing clinical data may be acceptable. Clinical trials in Europe must be pre-approved
by a European Competent Authority.
5. If the company does not have a location in Europe, appoint an Authorized Representative (EC REP) located in the EU who is qualified to
handle regulatory issues. Place the EC REP name and address on device label. Obtain a Single Registration Number from the regulators.
6. For all devices except Class I (self-certified), the QMS and Technical Documentation or Design Dossier must be audited by a Notified Body, a
third-party accredited by European authorities to audit medical device companies and products.
7. For all devices except Class I (self-certified), the company will be issued a European CE Marking Certificate for the device and an ISO 13485
certificate for the company’s facility following successful completion of the Notified Body audit. ISO 13485 certification must be renewed every year. CE
Marking certificates are typically valid for a maximum of 5 years, but are typically reviewed during the annual surveillance audit.
8. Prepare a Declaration of Conformity, a legally binding document prepared by the manufacturer stating that the device is in compliance with the
applicable European requirements. At this time, the CE Marking may be affixed.
9. Register the device and its Unique Device Identifier (UDI) in the EUDAMED database. UDI must be on label and associated with the
regulatory documents.
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10. For Class I (self-certified), annual NB audits are not required. However, CER, Technical File, and PMS activities must be kept updated. For all
other classes, the company will be audited each year by a Notified Body to ensure ongoing compliance with the MDR. Failure to pass the audit will
invalidate the CE Marking certificate. The company must perform Clinical Evaluation, PMS, and PMCF.
Microbot intends to apply for the CE Mark for each of its medical device products. There is no guarantee that Microbot will be granted a CE Mark for all or
any of its pipeline products and failure to obtain the CE Mark would adversely affect its ability to grow its business.
On October 24, 2023, we announced that we received confirmation for the commencement of the process to support our future CE Mark approval, and to
ultimately allow us to market the LIBERTY® Endovascular Robotic Surgical System in Europe as well as other regions who accept the CE Mark.
According to the confirmation, we will commence audits for ISO 13485 certification to ensure compliance with the Quality Management System (QMS)
requirements of the EU Medical Devices Regulation (MDR 2017/745), during the first half of 2024. We had previously taken the first step to advance our
European program by engaging with a leading Notified Body, who recently confirmed dates for conducting the required audits.
Israel. Israel’s Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or MOH, Registrar as a
precondition for production and distribution in Israel. Special exemptions may apply under limited circumstances and for purposes such as the provision of
essential medical treatment, research and development of the medical device, and personal use, among others.
Registration of medical devices requires the submission of an application to the Ministry of Health Medical Institutions and Devices Licensing Department,
or AMAR. An application for the registration of a medical device includes the following:
● Name and address of the manufacturer, and of the importer as applicable;
● Description of the intended use of the medical device and of its medical indications;
● Technical details of the medical device and of its components, and in the event that the device or the components are not new, information should
be provided on the date or renovation;
● Certificate attesting to the safety of the device, issued by a competent authority of one of the following countries: Australia, Canada, European
Community (EC), Member States (MSs), Israel, Japan, or the United States;
● Information on any risk which may be associated with the use of the device (including precautionary measures to be taken);
● Instructions for use of the device in Hebrew; the MOH may allow the instructions to be in English for certain devices;
● Details of the standards to which the device complies;
● Description of the technical and maintenance services, including periodic checks and inspections; and
● Declaration, as appropriate: of the local manufacturer/importer, and of the foreign manufacturer.
If the application includes a certificate issued by a competent authority of one of the following “recognized” countries: Australia, Canada, European
Community (CE) Member States (MSs), Japan, or the United States, the registration process is generally expedited, but could still take 6-9 months for
approval. If such certificate is not available, the registration process will take significantly longer and a license is rarely issued. Furthermore, the MOH will
determine what type of testing is needed. In general, in the case of Israeli manufactured devices that are not registered or authorized in any “recognized”
country, the application requires presentation of a risk analysis, a clinical evaluation, a summary of the clinical trials, and expert opinions regarding the
device’s safety and effectiveness. Additional requirements may apply during the registration period, including follow-up reviews, to improve the quality
and safety of the devices.
According to regulations issued by Israel’s Minister of Health in June 2013, a decision on a request to register a medical device must be delivered by
AMAR within 120 days from the date of the request, although this rarely occurs. The current rules for the registration of medical devices do not provide for
an expedited approval process.
Once granted by the MOH, a license (marketing authorization) for a medical device is valid for five years from the date of registration of the device, except
for implants with a life-supporting function, for which the validity is for only two years from the date of registration. Furthermore, the holder of the license,
the Israeli Registration Holder, or IRH, must do the following to maintain its license:
● Reside and maintain a place of business in Israel and serve as the regulatory representative.
● Respond to questions from AMAR concerning the registered products.
● Report adverse events to AMAR.
● Renew the registration on time to keep the market approval active.
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Comply with post-marketing requirements, including reporting of adverse and unexpected events occurring in Israel or in other countries where the device
is in use.
Getting a device listed on Israel’s four major Sick Funds (health insurance entities) is also necessary in order for Israeli hospitals and health care providers
to order such products.
Microbot intends to apply for a license from the MOH for each of its medical devices. There is no guarantee that Microbot will be granted licenses for its
pipeline products and failure to obtain such licenses would adversely affect its ability to grow its business.
Human Capital
Employees
As of March 25, 2024, we have 22 employees (including full-time and hourly employees).
Microbot’s Chief Executive Officer, President and Chairman, Harel Gadot, along with 5 other full-time employees, are based in the United States.
Additionally, Microbot has 15 full-time employees and 1 part time employee based in its office located in Yokneam, Israel. These employees oversee day-
to-day operations of the Company and leading engineering, manufacturing, intellectual property and administration functions of the Company. As required,
Microbot also engages consultants to provide services to the Company, including regulatory, legal and corporate services. We are subject to labor laws and
regulations within our locations in the U.S. and Israel. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid
sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions
of employment. Microbot has no unionized employees.
We have historically been able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities
to learn, grow and achieve their career goals.
Compensation, Benefits and Wellbeing
We believe that we provide competitive compensation for our employees. We offer annual bonuses and stock-based compensation for eligible employees.
As a result of our May 2023 cost reduction plan, our executive officers and certain of our employees took salary reductions, although all of them have since
had their salaries reinstated. We can give no assurance that such plan will not have an adverse effect on our ability to attract and/or retain employees or
remain competitive for talent.
Leadership, Training and Development
We aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and build their
capabilities and career prospects for the future.
Diversity, Equity and Inclusion
We strive to encourage a diversity of views and to create an equal opportunity workplace. During the past year, we have increased the total number of
women in management positions.
Item 1A. Risk Factors
This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our business, operating results, financial
performance, and share price may be materially adversely affected by a number of factors, including but not limited to the following risk factors, any one
of which could cause actual results to vary materially from anticipated results or from those expressed in any forward-looking statements made by us in this
Annual Report on Form 10-K or in other reports, press releases or other statements issued from time to time. Additional factors that may cause such a
difference are set forth elsewhere in this Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this report. We do not
undertake any obligation to publicly update any forward-looking statements.
Risks Relating to Microbot’s Financial Position and Need for Additional Capital
There is substantial doubt regarding our ability to continue as a going concern.
As stated elsewhere in this Annual Report on Form 10-K, we have not generated any revenues, have sustained losses and have accumulated a significant
deficit since our inception. Also, we estimate that our cash resources are only sufficient to fund our operations for less than one year from the filing date of
this Annual Report on Form 10-K. As a result, our continued existence is dependent upon our ability to obtain additional debt or equity financing and to
ultimately become a commercially viable organization. As of December 31, 2023, the Company had unrestricted cash, cash equivalents and marketable
securities of approximately $6.4 million. This does not include the approximately $2.4 million in net proceeds we received in our warrant reset transaction
that closed on January 3, 2024.
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We will need to raise additional capital to fund our operations and continue to support our planned development and commercialization activities. There
can be no assurance that the additional necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we
may be unable to meet our obligations or fully implement our business plan, if at all. Additionally, should we be unable to realize our assets and discharge
our liabilities in the normal course of business, the net realizable value of our assets may be materially less than the amounts recorded in our financial
statements. As a result of the foregoing and our current cash position, these conditions raise substantial doubt about Microbot’s ability to continue as a
going concern, which could adversely affect our ability to raise capital, expand our business and develop our planned products.
Microbot has had no revenue and has incurred significant operating losses since inception and is expected to continue to incur significant operating
losses for the foreseeable future. The Company may never become profitable or, if achieved, be able to sustain profitability.
Microbot has incurred significant operating losses since its inception and expects to incur significant losses for the foreseeable future as Microbot continues
its preclinical and clinical development programs for its existing product candidates, primarily the LIBERTY® Endovascular Robotic Surgical System; its
research and development of any other future product candidates; and all other work necessary to obtain regulatory clearances or approvals for its product
candidates in the United States and other markets. In the future, Microbot intends to continue conducting micro-robotics research and development;
performing necessary animal and clinical testing; working towards medical device regulatory compliance; and, if the LIBERTY® Endovascular Robotic
Surgical System or other future product candidates are approved or cleared for commercial distribution, engaging in appropriate sales and marketing
activities that, together with anticipated general and administrative expenses, will likely result in Microbot incurring further significant losses for the
foreseeable future.
Microbot is a development-stage medical device company and currently generates no revenue from product sales, and may never be able to commercialize
the LIBERTY® Endovascular Robotic Surgical System or other future product candidates. Microbot does not currently have the required approvals or
clearances to market or test in humans the LIBERTY® Endovascular Robotic Surgical System or any other future product candidates and Microbot may
never receive them. Microbot does not anticipate generating significant revenues until it can successfully develop, commercialize and sell products derived
from its product pipeline, of which Microbot can give no assurance. Even if Microbot or any of its future development partners succeed in commercializing
any of its product candidates, Microbot may never generate revenues significant enough to achieve profitability.
Because of the numerous risks and uncertainties associated with its product development pipeline and strategy, Microbot cannot accurately predict when it
will achieve profitability, if ever. Failure to become and remain profitable would depress the value of the Company and could impair its ability to raise
capital, which may force the Company to curtail or discontinue its research and development programs and/or day-to-day operations. Furthermore, there
can be no assurance that profitability, if achieved, can be sustained on an ongoing basis.
Microbot has a limited operating history outside of being a research and development-stage company, which may make it difficult to evaluate the
prospects for the Company’s future viability.
Microbot has a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and
prospects of Microbot must be considered in the light of the potential problems, delays, uncertainties and complications that may be encountered in
connection with a newly established business. The risks include, but are not limited to, the possibility that Microbot will not be able to develop functional
and scalable products, or that although functional and scalable, its products will not be economical to market; that its competitors hold proprietary rights
that may preclude Microbot from marketing such products; that its competitors market a superior or equivalent product; that Microbot is not able to
upgrade and enhance its technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary
regulatory clearances or approvals for its products. To successfully introduce and market its products at a profit, Microbot must establish brand name
recognition and competitive advantages for its products. There are no assurances that Microbot can successfully address these challenges. If it is
unsuccessful, Microbot and its business, financial condition and operating results could be materially and adversely affected.
Microbot’s operations to date have been limited to organizing the company, entering into licensing arrangements to initially obtain rights to its
technologies, developing and securing its technologies, raising capital, developing regulatory and reimbursement strategies for its product candidates,
preparing for preclinical and clinical trials of product candidates from time to time and, most recently, commencing pre-commercialization planning for the
LIBERTY® Endovascular Robotic Surgical System. Microbot has not yet demonstrated its ability to successfully complete development of any product
candidate, obtain marketing clearance or approval, manufacture a commercial-scale product or arrange for a third-party to do so on its behalf, or conduct
sales and marketing activities necessary for successful product commercialization. Consequently, any predictions made about Microbot’s future success or
viability may not be as accurate as they could be if Microbot had a longer operating history.
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Microbot will need additional funding. If Microbot is unable to raise capital when needed, it could be forced to delay, reduce or eliminate its product
development programs or commercialization efforts.
To date, Microbot has funded its operations primarily through offerings of debt and equity securities and grants. Microbot does not know when, or if, it will
generate any revenue, but does not expect to generate significant revenue unless and until it obtains regulatory clearance or approval of and commercializes
one of its current or future product candidates. It is anticipated that the Company will continue to incur losses for the foreseeable future, and that losses will
increase as it continues the development of, and seeks regulatory review of, its product candidates, and begins to commercialize any approved or cleared
products following a successful regulatory review.
Microbot expects the research and development expenses of the Company to continue to increase substantially in future periods as it conducts preclinical
studies in large animals and potentially clinical trials for the LIBERTY® Endovascular Robotic Surgical System, and especially if it initiates additional
research programs for future product candidates. This is the case even with the recent suspension and termination of the research and development
programs relating to the SCS device, One & Done® and other programs. In addition, if the Company obtains marketing clearance or approval for any of its
product candidates, it expects to incur significant commercialization expenses related to product manufacturing, marketing and sales. Furthermore,
Microbot incurs substantial costs associated with operating as a public company in the United States. Accordingly, the Company may need to obtain
substantial additional funding in connection with its continuing operations through its projected profitability, of which it can give no assurance of success.
If the Company is unable to raise capital when needed or on attractive terms, it could be forced to delay, reduce or eliminate its research and development
programs or any future commercialization efforts.
The Company intends to continue to opportunistically strengthen its balance sheet by raising additional funds through equity offerings, including possibly
through its existing but currently suspended At-the-Market offering, or otherwise in order to meet expected future liquidity needs, including the
introduction of the LIBERTY® Endovascular Robotic Surgical System. The Company’s future capital requirements, generally, will depend on many
factors, including:
● the timing and outcomes of the product candidates’ regulatory reviews, subsequent approvals or clearances, or other regulatory actions;
● the costs, design, duration and any potential delays of the clinical trials that could be conducted at the FDA’s request using Microbot’s product
candidates;
● the costs of acquiring, licensing or investing in new and existing businesses, product candidates and technologies;
● the costs to maintain, expand and defend the scope of Microbot’s intellectual property portfolio;
● the costs to secure or establish sales, marketing and commercial manufacturing capabilities or arrangements with third parties regarding same;
● the Company’s need and ability to hire additional management and scientific and medical personnel; and
● the costs to operate as a public company in the United States.
Risks Relating to the Development and Commercialization of Microbot’s Product Candidates
Unsuccessful animal studies, clinical trials or procedures relating to product candidates under development could have a material adverse effect on
Microbot’s prospects.
The regulatory approval process for new products and new indications for existing products requires extensive data and procedures, including the
development of regulatory and quality standards and, potentially, certain clinical studies. Unfavorable or inconsistent data from current or future clinical
trials or other studies conducted by Microbot or third parties, or perceptions regarding such data, could adversely affect Microbot’s ability to obtain
necessary device clearance or approval and the market’s view of Microbot’s future prospects.
Failure to successfully complete the studies or trials in a timely and cost-effective manner could have a material adverse effect on Microbot’s prospects
with respect to the LIBERTY® Endovascular Robotic Surgical System or other product candidates. Because animal trials, clinical trials and other types of
scientific studies are inherently uncertain, there can be no assurance that these trials or studies will be completed in a timely or cost-effective manner or
result in a commercially viable product. Clinical trials or studies may experience significant setbacks even if earlier preclinical or animal studies have
shown promising results. Furthermore, preliminary results from clinical trials may be contradicted by subsequent clinical analysis. Results from clinical
trials may also not be supported by actual long-term studies or clinical experience. If preliminary clinical results are later contradicted, or if initial results
cannot be supported by actual long-term studies or clinical experience, Microbot’s business could be adversely affected. Clinical trials also may be
suspended or terminated by us, the FDA or other regulatory authorities at any time if it is believed that the trial participants face unacceptable health risks.
The FDA may disagree with our interpretation of the data from our clinical trials, or may find the clinical trial design, conduct or results inadequate to
demonstrate safety and effectiveness of the product candidate. The FDA may also require additional preclinical studies or clinical trials which could further
delay approval of our product candidates.
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Microbot’s business depends heavily on the success of its sole lead product candidate, the LIBERTY® Endovascular Robotic Surgical System. If
Microbot is unable to commercialize the LIBERTY® Endovascular Robotic Surgical System, or experiences significant delays in doing so, Microbot’s
business will be materially harmed.
Generally, after all necessary clinical and performance data supporting the safety and effectiveness of the LIBERTY® Endovascular Robotic Surgical
System, or any other product candidate, are collected, Microbot must still obtain FDA clearance or approval to market the system and those regulatory
processes can take several months to several years to be completed. Therefore, Microbot’s ability to generate product revenues will not occur for at least the
next few years, if at all, and will depend heavily on the successful commercialization of the LIBERTY® Endovascular Robotic Surgical System, or any of
our other product candidates from time to time. The success of commercializing any of our product candidates, include the LIBERTY® Endovascular
Robotic Surgical System, will depend on a number of factors, including the following:
● our ability to obtain additional capital;
● successful completion of animal studies and human clinical trials and the collection of sufficient data to demonstrate that the device is safe and
effective for its intended use;
● receipt of marketing approvals or clearances from the FDA and other applicable regulatory authorities, which we continue to seek;
● establishing commercial manufacturing arrangements with one or more third parties;
● obtaining and maintaining patent and trade secret protections;
● protecting Microbot’s rights in its intellectual property portfolio;
● establishing sales, marketing and distribution capabilities;
● generating commercial sales, if and when approved, whether alone or in collaboration with other entities;
● acceptance of our product candidates, if and when commercially launched, by the medical community, patients and third-party payors;
● effectively competing with existing and competitive products on the market and any new competing products that may enter the market; and
● maintaining quality and an acceptable safety profile of our products following clearance or approval.
We recently suspended our research and development programs for all of our product candidates and platforms other than the LIBERTY® Endovascular
Robotic Surgical System as a result of, among other things, some of the above factors, and our short and medium term success is no longer tied to multiple
product candidates but rather just the LIBERTY® Endovascular Robotic Surgical System. If Microbot does not achieve one or more of these factors in a
timely manner or at all, it could experience significant delays or an inability to successfully commercialize the LIBERTY® Endovascular Robotic Surgical
System or any other product candidate, which would materially harm its business.
The results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success of Microbot’s
product candidates.
Microbot believes that its success will depend in part on its ability to expand its product offerings and continue to improve its existing product candidates in
response to changing technologies, customer demands and competitive pressures. As such, Microbot expects to continue dedicating significant resources in
research and development. The product candidates and services being developed by Microbot may not be technologically successful. In addition, the length
of Microbot’s product candidates and service development cycle may be greater than Microbot originally expected.
Microbot may not meet its development and commercialization objectives in a timely manner or at all.
Microbot has established internal goals, based upon expectations with respect to its technologies, which Microbot has used to assess its progress toward
developing its product candidates. These goals relate to technology and design improvements as well as to dates for achieving specific development results.
If the product candidates exhibit technical defects or are unable to meet cost or performance goals, Microbot’s commercialization schedule could be
delayed and potential purchasers of its initial commercialized products may decline to purchase such products or may opt to pursue alternative products,
which would materially harm its business.
Microbot’s ability to expand its technology platforms for other uses may be limited.
Microbot has decided to focus on expanding all of its technology platforms for use in segments of the endovascular, cardiovascular and neurosurgery
markets. Microbot’s ability to expand its technology platforms for use in such markets will be limited by its ability to develop and/or refine the necessary
technology, obtain the necessary regulatory approvals for their use on humans, and the marketing of its products and otherwise obtaining market acceptance
of its product in the United States and in other countries.
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At this time, Microbot does not know the extent of the clinical trial that the FDA will require it to submit in support of its future marketing applications
for the LIBERTY® Endovascular Robotic Surgical System, which creates uncertainty for Microbot as well as the possibility of increased product
development costs and time to market.
Microbot has identified a predicate device for the LIBERTY® Endovascular Robotic Surgical System, which it intended to use in its 510(k) application.
However, there is no guarantee that the FDA will agree with the Company’s determination or that the FDA would accept the predicate device that Microbot
intends to submit in its 510(k). The FDA also may request additional data in response to a 510(k) or require Microbot to conduct further testing or compile
more data in support of its 510(k). It is unclear at this time whether and how various activities initiated or announced by the FDA to modernize the U.S.
medical device regulatory system could affect the marketing pathway or timeline for our product candidate, given their nature.
The FDA requires clinical data to be submitted as part of the LIBERTY® Endovascular Robotic Surgical System marketing submission, any type of clinical
study performed in humans will require the investment of substantial expense, professional resources and time. In order to conduct a clinical investigation
involving human subjects for the purpose of demonstrating the safety and effectiveness of a medical device, a company must, among other things, apply for
and obtain Institutional Review Board, or IRB, approval of the proposed investigation. In addition, the sponsor of the investigation must also submit and
obtain FDA approval of an Investigational Device Exemption, or IDE, application , which we have submitted and are continuing the submission process
with the FDA. Microbot may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the United States for any new devices Microbot
intends to market in the United States in the future. Moreover, the timing of the commencement, continuation and completion of any future clinical trial
may be subject to significant delays attributable to various causes, including scheduling conflicts with participating clinicians and clinical institutions,
difficulties in identifying and enrolling patients who meet trial eligibility criteria, failure of patients to complete the clinical trial, delay in or failure to
obtain IRB approval to conduct a clinical trial at a prospective site, and shortages of supply in the investigational device.
Thus, the addition of one or more mandatory clinical trials to the development timeline for the LIBERTY® Endovascular Robotic Surgical System or any
other product candidate would significantly increase the costs associated with developing and commercializing the product and delay the timing of U.S.
regulatory authorization. The current uncertainty regarding near-term medical device regulatory changes by the FDA could further affect our development
plans for the LIBERTY® Endovascular Robotic Surgical System or any other product candidate, depending on their nature, scope and applicability.
Microbot and its business, financial condition and operating results could be materially and adversely affected as a result of any such costs, delays or
uncertainty.
Microbot’s technology acquired from CardioSert and part of its One & Done® feature is subject to a buy-back clause which was triggered, causing us
to lose rights to the technology.
Pursuant to the agreement with CardioSert we entered into in January 2018 to acquire its technology, we were required to meet certain commercialization
deadlines or CardioSert may terminate the agreement and buy back the technology for $1.00, subject to certain limited exceptions. One of the exceptions in
the agreement is if “The First Commercial Sale does not occur within 50 months of the Effective Date” of the contract. 50 months have expired in 2022 and
Microbot did not meet the commercialization deadlines.
As a result of our failure to meet the applicable commercialization deadline, and as a result of our May 2023 core-business focus program and cost
reduction plan which resulted in our terminating the January 2018 agreement with CardioSert effective as of August 17, 2023 and ceasing development and
maintenance of the technology, CardioSert exercised its right to re-acquire the technology for nominal consideration. Such sale would materially adversely
affect our ability to develop and commercialize, or materially delay the development and commercialization of, our One & Done® feature, as, if and when
we restart that feature with our Nitiloop technology.
Microbot will depend upon the ability of third parties, including contract research organizations, collaborative academic groups, future clinical trial
sites and investigators, to conduct or to assist the Company in conducting clinical trials for its product candidates, if such trials become necessary.
As a development-stage, preclinical company, Microbot has no prior experience in designing, initiating, conducting and monitoring human clinical trials.
Microbot will depend upon its ability and/or the ability of future collaborators, contract research organizations, clinical trial sites and investigators to
successfully design, initiate, conduct and monitor such clinical trials.
Failure by Microbot or by any of these future collaborating parties to timely and effectively initiate, conduct and monitor a future clinical trial could
significantly delay or materially impair Microbot’s ability to complete those clinical trials and/or obtain regulatory clearance or approval of its product
candidates and, consequently, could delay or materially impair its ability to generate revenues from the commercialization of those products.
Our research and development program is dependent on the availability of certain components from suppliers, the delay in delivery of which could
materially adversely affect our ongoing development and ability to manufacture and package devices in the timeframes currently expected.
Our research and development program is dependent on the availability of the component parts that we use to manufacture our LIBERTY® Endovascular
Robotic Surgical System and packaging. Our business, therefore, could be adversely impacted by factors affecting our suppliers (such as the lack of
employees due to military actions, a work stoppage or strike by our suppliers’ employees or the failure of our suppliers to provide materials of the requisite
quality).
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As a result of the Israel-Hamas war, we are currently experiencing delays in the supply for certain components from Israeli-based vendors. We cannot
determine with any certainty as to whether these shortages will continue and if so, for how long. Consequently, our operational and development timeline
could be adversely affected if we were unable to obtain these components from our suppliers in the quantities or based on the timeline we require. Although
we believe in most cases that we could identify alternative suppliers, we can give no assurance that our research and development timelines will not be
delayed while we identify and retain replacement suppliers. Accordingly, any material delay in delivery of any component parts or packaging could
materially adversely affect our ability to obtain FDA approval and otherwise meet our expected timeframes.
If the commercial opportunity for the LIBERTY® Endovascular Robotic Surgical System and any other commercial products that may be developed by
Microbot is smaller than Microbot anticipates, Microbot’s future revenue from the LIBERTY® Endovascular Robotic Surgical System and such other
products will be adversely affected and Microbot’s business will suffer.
If the size of the commercial opportunities in any of Microbot’s target markets is smaller than it anticipates, Microbot may not be able to achieve
profitability and growth. It is difficult to predict the penetration, future growth rate or size of the market for Microbot’s product candidate.
The commercial success of the LIBERTY® Endovascular Robotic Surgical System or any other product candidates will require broad acceptance of the
devices by the doctors and other medical professionals who specialize in the procedures targeted by each device, a limited number of whom may be able to
influence device selection and purchasing decisions. If Microbot’s technologies are not broadly accepted and perceived as having significant advantages
over existing medical devices, then it will not meet its business objectives. Such perceptions are likely to be based on a determination by medical facilities
and physicians that Microbot’s product candidates are safe and effective, are cost-effective in comparison to existing devices, and represent acceptable
methods of treatment. Microbot cannot assure that it will be able to establish the relationships and arrangements with medical facilities and physicians
necessary to support the market uptake of its product candidates. In addition, its competitors may develop new technologies for the same markets Microbot
is targeting that are more attractive to medical facilities and physicians. If doctors and other medical professionals do not consider Microbot product
candidates to be suitable for application in the procedures we are targeting and an improvement over the use of existing or competing products, Microbot’s
business goals will not be realized.
Customers will be unlikely to buy the LIBERTY® Endovascular Robotic Surgical System or any other product candidates unless Microbot can
demonstrate that they can be produced for sale to consumers at attractive prices.
To date, Microbot has focused primarily on research and development of the LIBERTY® Endovascular Robotic Surgical System and first generation
versions of other current and former product candidates. Consequently, Microbot has no experience in manufacturing its product candidates, and intends to
manufacture its product candidates through third-party manufacturers. Microbot can offer no assurance that either it or its manufacturing partners will
develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or
production volumes required to successfully mass produce its commercial products. Even if its manufacturing partners are successful in developing such
manufacturing capability and quality processes, including the assurance of good manufacturing practice (GMP) compliant device manufacturing, there can
be no assurance that Microbot can timely meet its product commercialization schedule or the production and delivery requirements of potential customers.
A failure to develop such manufacturing processes and capabilities could have a material adverse effect on Microbot’s business and financial results.
The proposed price of Microbot’s product candidates, once approved for sale, will be dependent on material and other manufacturing costs. Microbot
cannot offer any assurances that its manufacturing partner will be able manufacture its product candidates at a competitive price or that achieving cost
reductions will not cause a reduction in the performance, reliability and longevity of its product candidates.
Microbot has relied on, and intends to continue to rely on, third-party manufacturers to produce its product candidates.
Microbot currently relies, and expects to rely for the foreseeable future, on third-party manufacturers to produce and supply its product candidates, and it
expects to rely on third parties to manufacture the commercialized products as well, should they receive the necessary regulatory clearance or approval.
Reliance on third-party manufacturers entails risks to which Microbot would not be subject if Microbot manufactured its product candidates or future
commercial products itself, including:
● limitations on supply availability resulting from capacity, internal operational problems or scheduling constraints of third parties;
● potential regulatory non-compliance or other violations by the third-party manufacturer that could result in quality assurance;
● the possible breach of manufacturing agreements by third parties because of various factors beyond Microbot’s control; and
● the possible termination or non-renewal of manufacturing agreements by third parties for various reasons beyond Microbot’s control, at a time that
is costly or inconvenient to Microbot.
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If Microbot is not able to maintain its key manufacturing relationships, Microbot may fail to find replacement manufacturers or develop its own
manufacturing capabilities, which could delay or impair Microbot’s ability to obtain regulatory clearance or approval for its product candidates and could
substantially increase its costs or deplete profit margins, if any. If Microbot does find replacement manufacturers, Microbot may not be able to enter into
agreements with them on terms and conditions favorable to it and there could be a substantial delay before new facilities could be qualified and registered
with the FDA and other foreign regulatory authorities.
If Microbot’s product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot will not be commercially
successful.
The LIBERTY® Endovascular Robotic Surgical System and any other of our product candidates from time to time rely or are expected to rely on new
technologies, and Microbot’s success will depend on acceptance of these technologies by the medical community as safe, clinically effective, cost effective
and a preferred device as compared to products of its competitors. Microbot does not have long-term data regarding efficacy, safety and clinical outcomes
associated with the use of the LIBERTY® Endovascular Robotic Surgical System or any other product candidates. Any data that is generated in the future
may not be positive or may not support the product candidates’ regulatory dossiers, which would negatively affect market acceptance and the rate at which
its product candidates are adopted. Equally important will be physicians’ perceptions of the safety of Microbot’s product candidates because Microbot’s
technologies are relatively new. If, over the long term, Microbot’s product candidates do not meet surgeons’ expectations as to safety, efficacy and ease of
use, they may not become widely adopted.
Market acceptance of Microbot’s product candidates will also be affected by other factors, including Microbot’s ability to convince key opinion leaders to
provide recommendations regarding its product candidates; convince distributors that its technologies are attractive alternatives to existing and competing
technologies; supply and service sufficient quantities of products directly or through marketing alliances; and price products competitively in light of the
current macroeconomic environment, which is increasingly price sensitive.
Microbot may be subject to penalties and may be precluded from marketing its product candidates if Microbot fails to comply with extensive
governmental regulations.
Microbot believes that its medical device product candidates will be categorized as Class II devices, which typically require a 510(k) or 510(k) de-novo
premarket submission to the FDA. However, the FDA has not made any determination about whether Microbot’s medical product candidates are Class II
medical devices and may disagree with that classification. If the FDA determines that Microbot’s product candidates should be reclassified as Class III
medical devices, Microbot could be precluded from marketing the devices for clinical use within the United States for months, years or longer, depending
on the specifics of the change in classification. Reclassification of any of Microbot’s product candidates as Class III medical devices could significantly
increase Microbot’s regulatory costs, including the timing and expense associated with required clinical trials and other costs.
The FDA and non-U.S. regulatory authorities require that Microbot product candidates be manufactured according to rigorous standards. These regulatory
requirements significantly increase Microbot’s production costs, which may prevent Microbot from offering products within the price range and in
quantities necessary to meet market demands. If Microbot or one of its third-party manufacturers changes an approved manufacturing process, the FDA
may need to review the process before it may be used. Failure to comply with applicable pre-market and post-market regulatory requirements could subject
Microbot to enforcement actions, including warning letters, fines, injunctions and civil penalties, recall or seizure of its products, operating restrictions,
partial suspension or total shutdown of its production, and criminal prosecution.
If Microbot is not able to both obtain and maintain adequate levels of third-party reimbursement for procedures involving its product candidates after
they are approved for marketing and launched commercially, it would have a material adverse effect on Microbot’s business.
Healthcare providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental agencies
worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any given case may depend on the
site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available budget, or a combination of these factors, and coverage
and payment levels are determined at each payor’s discretion. The coverage policies and reimbursement levels of these third-party payors may impact the
decisions of healthcare providers and facilities regarding which medical products they purchase and the prices they are willing to pay for those products.
Microbot cannot assure you that its sales will not be impeded and its business harmed if third-party payors fail to provide reimbursement for Microbot
products that healthcare providers view as adequate.
In the United States, Microbot expects that its product candidates, once approved, will be purchased primarily by medical institutions, which then bill
various third-party payors, such as the Centers for Medicare & Medicaid Services, or CMS, which administers the Medicare program through Medicare
Administrative Contractors, and other government health care programs and private insurance plans, for the healthcare products and services provided to
their patients. The process involved in applying for coverage and incremental reimbursement from CMS is lengthy and expensive. Moreover, many private
payors look to CMS in setting their reimbursement policies and amounts. If CMS or other agencies limit coverage for procedures utilizing Microbot’s
products or decrease or limit reimbursement payments for doctors and hospitals utilizing Microbot’s products, this may affect coverage and reimbursement
determinations by many private payors.
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If a procedure involving a medical device is not reimbursed separately by a government or private insurer, then a medical institution would have to absorb
the cost of Microbot’s products as part of the cost of the procedure in which the products are used. At this time, Microbot does not know the extent to
which medical institutions would consider insurers’ payment levels adequate to cover the cost of its products. Failure by hospitals and surgeons to receive
an amount that they consider to be adequate reimbursement for procedures in which Microbot products are used could deter them from purchasing
Microbot products and limit sales growth for those products.
Microbot has no control over payor decision-making with respect to coverage and payment levels for its medical device product candidates, once they are
approved. Additionally, Microbot expects many payors to continue to explore cost-containment strategies (e.g., comparative and cost-effectiveness
analyses, so-called “pay-for-performance” programs implemented by various public government health care programs and private third-party payors, and
expansion of payment bundling initiatives, and other such methods that shift medical cost risk to providers) that may potentially impact coverage and/or
payment levels for Microbot’s current product candidates or products Microbot develops in the future.
As Microbot’s product offerings are used across diverse healthcare settings, they will be affected to varying degrees by the different payment systems.
Clinical outcome studies for the LIBERTY® Endovascular Robotic Surgical System may not provide sufficient data to make such product candidate the
standard of care.
Microbot’s business plan with respect to the LIBERTY® Endovascular Robotic Surgical System relies on the broad adoption by surgeons of the product for
its planned applications.
Clinical studies may not show an advantage in the LIBERTY® Endovascular Robotic Surgical System based procedures in a timely manner, or at all, and
outcome studies have not been designed at this time, and may be too large and too costly for Microbot to conduct. Both situations could prevent broad
adoption of the LIBERTY® Endovascular Robotic Surgical System and materially impact Microbot’s business.
Microbot products may in the future be subject to mandatory product recalls that could harm its reputation, business and financial results.
The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material
deficiencies or defects in design or manufacture that could pose a risk of injury to patients. In the case of the FDA, the authority to require a recall must be
based on an FDA finding that there is a reasonable probability that the device would cause serious injury or death, although in most cases this mandatory
recall authority is not used because manufacturers typically initiate a voluntary recall when a device violation is discovered. In addition, foreign
governmental bodies have the authority to require the recall of Microbot products in the event of material deficiencies or defects in design or manufacture.
Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall
by Microbot or one of its distributors could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies
and issues. Recalls of any Microbot products would divert managerial and financial resources and have an adverse effect on Microbot’s financial condition
and results of operations, and any future recall announcements could harm Microbot’s reputation with customers and negatively affect its sales. In addition,
the FDA could take enforcement action, including any of the following sanctions for failing to timely report a recall to the FDA:
● untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
● detention or seizure of Microbot products;
● operating restrictions or partial suspension or total shutdown of production;
● refusing or delaying requests for 510(k) clearance or premarket approval of new products or modified products;
● withdrawing 510(k) clearances or other types of regulatory authorizations -that have already been granted;
● refusing to grant export approval for Microbot products; or
● criminal prosecution.
If Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to Medical Device Reporting
regulations, which can result in voluntary corrective actions or agency enforcement actions.
Under FDA regulations, Microbot will be required to report to the FDA any incident in which a marketed medical device product may have caused or
contributed to a death or serious injury or in which a medical device malfunctioned and, if the malfunction were to recur, would likely cause or contribute
to death or serious injury. In addition, all manufacturers placing medical devices in European Union markets are legally bound to report any serious or
potentially serious incidents involving devices they produce or sell to the relevant authority in whose jurisdiction the incident occurred.
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Microbot anticipates that in the future it is likely that we may experience events that would require reporting to the FDA pursuant to the Medical Device
Reporting (MDR) regulations. Any adverse event involving a Microbot product could result in future voluntary corrective actions, such as product actions
or customer notifications, or agency actions, such as inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or
involuntary, as well as defending Microbot in a lawsuit, will require the dedication of our time and capital, distract management from operating our
business, and may harm our reputation and financial results.
Microbot could be exposed to significant liability claims if Microbot is unable to obtain insurance at acceptable costs and adequate levels or otherwise
protect itself against potential product liability claims.
The testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product liability insurance is
expensive and may not be available on acceptable terms, if at all. A successful product liability claim or product recall could inhibit or prevent the
successful commercialization of Microbot’s products, cause a significant financial burden on Microbot, or both, which in any case could have a material
adverse effect on Microbot’s business and financial condition.
If Microbot fails to retain certain of its key personnel and attract and retain additional qualified personnel, Microbot might not be able to pursue its
growth strategy effectively.
Microbot is dependent on its senior management, in particular Harel Gadot, Microbot’s Chairman, President and Chief Executive Officer, and Simon
Sharon, its General Manager and Chief Technology Officer. Although Microbot believes that its relationship with members of its senior management is
positive, there can be no assurance that the services of any of these individuals will continue to be available to Microbot in the future. In particular, as part
of our May 2023 cost reduction program, we reduced all executive officers’ salaries by between 30%-50%. Although the salaries of all executives have
since been reinstated, we can give no assurance that any of our executives will remain with our company in light of such reductions. Microbot’s future
success will depend in part on its ability to retain its management and scientific teams, to identify, hire and retain additional qualified personnel with
expertise in research and development and sales and marketing, and to effectively provide for the succession of senior management, when necessary.
Competition for qualified personnel in the medical device industry is intense and finding and retaining qualified personnel with experience in the industry
is very difficult. Microbot believes that there are only a limited number of individuals with the requisite skills to serve in key positions at Microbot,
particularly in Israel, and it competes for key personnel with other medical equipment and technology companies, as well as research institutions.
Microbot does not carry, and does not intend to carry, any key person life insurance policies on any of its existing executive officers.
Risks Relating to International Business
If Microbot fails to obtain regulatory clearances in other countries for its product candidates under development, Microbot will not be able to
commercialize these product candidates in those countries.
In order for Microbot to market its product candidates in countries other than the United States, it must comply with the safety and quality regulations in
such countries.
In Europe, these regulations, including the requirements for approvals, clearance or grant of Conformité Européenne, or CE, Certificates of Conformity and
the time required for regulatory review, vary from country to country. Failure to obtain regulatory approval, clearance or CE Certificates of Conformity (or
equivalent) in any foreign country in which Microbot plans to market its product candidates may harm its ability to generate revenue and harm its business.
Approval and CE marking procedures vary among countries and can involve additional product testing and additional administrative review periods. The
time required to obtain approval or CE Certificate of Conformity in other countries might differ from that required to obtain FDA clearance. The regulatory
approval or CE marking process in other countries may include all of the risks detailed above regarding FDA clearance in the United States. Regulatory
approval or the CE marking of a product candidate in one country does not ensure regulatory approval in another, but a failure or delay in obtaining
regulatory approval or a CE Certificate of Conformity in one country may negatively impact the regulatory process in others. Failure to obtain regulatory
approval or a CE Certificate of Conformity in other countries or any delay or setback in obtaining such approval could have the same adverse effects
described above regarding FDA clearance in the United States.
Although we engaged with a leading notified body to secure a CE Mark for sales of the LIBERTY® Endovascular Robotic Surgical System in Europe, it is
not yet certain as to when we will secure the CE Mark, and we cannot be certain that we will be successful in complying with the requirements of the CE
Certificate of Conformity and receiving a CE Mark for the LIBERTY® Endovascular Robotic Surgical System or other product candidates or in continuing
to meet the requirements of the Medical Devices Directive in the European Economic Area (EEA).
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Israel’s Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or MOH, Registrar through the
submission of an application to the Ministry of Health Medical Institutions and Devices Licensing Department, or AMAR. If the application includes a
certificate issued by a competent authority of a “recognized” country, which includes Australia, Canada, the European Community Member States, Japan or
the United States, the registration process is expedited, but is generally still expected to take 6 to 9 months for approval. If certification from a recognized
country is not available, the registration process takes significantly longer and a license is rarely issued under such circumstances, as the MOH may require
the presentation of significant additional clinical data. Once granted, a license (marketing authorization) for a medical device is valid for five years from the
date of registration of the device, except for implants with a life-supporting function, for which the validity is for only two years from the date of
registration. Furthermore, the holder of the license must meet several additional requirements to maintain the license. Microbot cannot be certain that it will
be successful in applying for a license from the MOH for its product candidates.
Microbot operations in international markets involve inherent risks that Microbot may not be able to control.
Microbot’s business plan includes the marketing and sale of its proposed product candidates internationally, and specifically in Europe and Israel.
Accordingly, Microbot’s results could be materially and adversely affected by a variety of factors relating to international business operations that it may or
may not be able to control, including:
● adverse macroeconomic conditions affecting geographies where Microbot intends to do business;
● closing of international borders, including as a result of biohazards or pandemics;
● foreign currency exchange rates;
● political or social unrest or economic instability in a specific country or region;
● higher costs of doing business in certain foreign countries;
● infringement claims on foreign patents, copyrights or trademark rights;
● difficulties in staffing and managing operations across disparate geographic areas;
● difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems;
● trade protection measures and other regulatory requirements, which affect Microbot’s ability to import or export its product candidates from or to
various countries;
● adverse tax consequences;
● unexpected changes in legal and regulatory requirements;
● military conflict, terrorist activities, natural disasters and medical epidemics; and
● Microbot’s ability to recruit and retain channel partners in foreign jurisdictions.
Microbot’s financial results may be affected by fluctuations in exchange rates and Microbot’s current currency hedging strategy may not be sufficient
to counter such fluctuations.
Microbot’s financial statements are denominated in U.S. dollars and the financial results of the Company are denominated in U.S. dollars, while a
significant portion of Microbot’s business is conducted, and a substantial portion of its operating expenses are payable, in currencies other than the U.S.
dollar. Exchange rate fluctuations may have an adverse impact on Microbot’s future revenues or expenses as presented in the financial statements. Microbot
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 Microbot to purchase and sell certain foreign currencies with or for U.S. dollars at contracted rates. Microbot 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
Microbot’s foreign currency exposure. Microbot’s results of operations could be adversely affected if Microbot is unable to successfully manage currency
fluctuations in the future.
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Risks Relating to Microbot’s Intellectual Property
Intellectual property litigation and infringement claims could cause Microbot to incur significant expenses or prevent Microbot from selling certain of
its product candidates.
The medical device industry is characterized by extensive intellectual property litigation. From time to time, Microbot might be the subject of claims by
third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of
Microbot’s management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property
infringement against Microbot could result in its payment of significant monetary damages and/or royalty payments or negatively impact its ability to sell
current or future products in the affected category and could have a material adverse effect on its business, cash flows, financial condition or results of
operations.
If Microbot or TRDF are unable to protect the patents or other proprietary rights relating to Microbot’s product candidates, or if Microbot infringes on
the patents or other proprietary rights of others, Microbot’s competitiveness and business prospects may be materially damaged.
Microbot’s success depends on its ability to protect its intellectual property (including its licensed intellectual property) and its proprietary technologies.
Microbot’s commercial success depends in part on its ability to obtain and maintain patent protection and trade secret protection for its product candidates,
proprietary technologies, and their uses, as well as its ability to operate without infringing upon the proprietary rights of others.
Microbot currently holds, through licenses or otherwise, an intellectual property portfolio that includes U.S. and international patents and pending patents,
and other patents under development. Microbot intends to continue to seek legal protection, primarily through patents, including the remaining TRDF
licensed patents that relate to the LIBERTY® Endovascular Robotic Surgical System technology, for its proprietary technology. Seeking patent protection
is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from
existing or pending patents will be sufficiently broad or strong to protect its proprietary technology. There is also no guarantee that any patents Microbot
holds, through licenses or otherwise, will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive
advantages to Microbot. Microbot’s competitors have developed and may continue to develop and obtain patents for technologies that are similar or
superior to Microbot’s technologies. In addition, the laws of foreign jurisdictions in which Microbot develops, manufactures or sells its product candidates
may not protect Microbot’s intellectual property rights to the same extent as do the laws of the United States.
Adverse outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss of Microbot’s intellectual
property rights, subject Microbot to significant liabilities to third parties, require Microbot to seek licenses from third parties on terms that may not be
reasonable or favorable to Microbot, prevent Microbot from manufacturing, importing or selling its product candidates, or compel Microbot to redesign its
product candidates to avoid infringing third parties’ intellectual property. As a result, Microbot may be required to incur substantial costs to prosecute,
enforce or defend its intellectual property rights if they are challenged. Any of these circumstances could have a material adverse effect on Microbot’s
business, financial condition and resources or results of operations.
Microbot has the first right, but not the obligation, to control the prosecution, maintenance or enforcement of the remaining licensed patents from TRDF.
However, there may be situations in which Microbot will not have control over the prosecution, maintenance or enforcement of the patents that Microbot
licenses, or may not have sufficient ability to consult and input into the patent prosecution and maintenance process with respect to such patents. If
Microbot does not control the patent prosecution and maintenance process with respect to the remaining TRDF licensed patents, TRDF may elect to do so
but may fail to take the steps that are necessary or desirable in order to obtain, maintain and enforce the licensed patents.
Microbot’s ability to develop intellectual property depends in large part on hiring, retaining and motivating highly qualified design and engineering staff
and consultants with the knowledge and technical competence to advance its technology and productivity goals. To protect Microbot’s trade secrets and
proprietary information, Microbot has entered into confidentiality agreements with its employees, as well as with consultants and other parties. If these
agreements prove inadequate or are breached, Microbot’s remedies may not be sufficient to cover its losses.
Dependence on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in
Microbot’s payment of significant monetary damages or impact offerings in its product portfolios.
Microbot’s long-term success largely depends on its ability to market technologically competitive product candidates. If Microbot fails to obtain or
maintain adequate intellectual property protection, it may not be able to prevent third parties from using its proprietary technologies or may lose access to
technologies critical to our product candidates. Also, Microbot currently pending or future patent applications may not result in issued patents, and issued
patents are subject to claims concerning priority, scope and other issues.
Furthermore, Microbot has not filed applications for all of our patents internationally and it may not be able to prevent third parties from using its
proprietary technologies or may lose access to technologies critical to its product candidates in other countries.
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Risks Relating to Operations in Israel
Existing and historical risks relating to our operations in Israel are being exacerbated by the current military actions and operations, and related
activities, that commenced with the surprise attack on the State of Israel on October 7, 2023.
The ongoing risks of operating in Israel are being exacerbated as a result of the October 7, 2023 surprise attack by hostile forces from Gaza, which led to
the declaration by Israel of the “Iron Swords” military operation. These include security and economic risks, risks relating to our ability to sell or buy
internationally, risk of economic instability, risk of exchange rate fluctuation negatively affecting operating costs, and the risk of employees leaving to
perform military service. This military operation and related activities are on-going as of the filing date of this Annual Report on Form 10-K.
The Company has considered various ongoing risks relating to the military operation and related matters, including:
● That some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only
partially active, as instructed by the relevant authorities; and
● A slowdown in the number of international flights in and out of Israel.
The Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and its Israel-based
activities to support future clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the
Company’s devices and to ship them outside of Israel. As of the filing date of this Annual Report on Form 10-K, the Company has determined that there
have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could
result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s clinical and regulatory activities. The Company
does not have any specific contingency plans in the event of any such escalation or change.
Microbot has facilities located in Israel, and therefore, political conditions in Israel may affect Microbot’s operations and results.
Microbot has facilities located in Israel. In addition, one of its seven directors, its General Manager and Chief Technology Officer, and its Chief Financial
Officer, as well as substantially all of its research and development team and non-management employees, are residents of Israel. Accordingly, political,
economic and military conditions in Israel will directly or indirectly affect Microbot’s operations and results. Most recently, for example, the current
political situation in Israel where the ruling parties are attempting to implement laws that essentially allow the parliament to enact laws that are
preemptively immune to judicial review could adversely affect our business and results of operations. In addition, since the establishment of the State of
Israel, a number of armed conflicts have taken place between Israel and its Arab neighbors. An ongoing state of hostility, varying in degree and intensity
has led to security and economic problems for Israel. For a number of years there have been continuing hostilities between Israel and the Palestinians. This
includes hostilities with the Islamic movement Hamas in the Gaza Strip, which have adversely affected the peace process and at times resulted in armed
conflicts, including the current armed conflict. Such hostilities have negatively influenced Israel’s economy as well as impaired Israel’s relationships with
several other countries. Israel also faces threats from Hezbollah militants in Lebanon, from ISIS and rebel forces in Syria, from the government of Iran and
other potential threats from additional countries in the region. Moreover, some of Israel’s neighboring countries have recently undergone or are undergoing
significant political changes. These political, economic and military conditions in Israel could have a material adverse effect on Microbot’s business,
financial condition, results of operations and future growth.
Political relations could limit Microbot’s ability to sell or buy internationally.
Microbot could be adversely affected by the interruption or reduction of trade between Israel and its trading partners. Some countries, companies and
organizations continue to participate in a boycott of Israeli firms and others doing business with Israel, with Israeli companies or with Israeli-owned
companies operating in other countries. Foreign government defense export policies towards Israel could also make it more difficult for us to obtain the
export authorizations necessary for Microbot’s activities. Also, over the past several years there have been calls in the United States, Europe and elsewhere
to reduce trade with Israel. There can be no assurance that restrictive laws, policies or practices directed towards Israel or Israeli businesses will not have an
adverse impact on Microbot’s business.
Israel’s economy may become unstable.
From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, military
conflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies,
import duties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of
Israeli banks to companies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence
of previous destabilizing factors could make it more difficult for Microbot to operate its business and could adversely affect its business.
24
Exchange rate fluctuations between the U.S. dollar and the NIS currencies may negatively affect Microbot’s operating costs.
A significant portion of Microbot’s expenses are paid in New Israeli Shekels, or NIS, but its financial statements are denominated in U.S. dollars. As a
result, Microbot is exposed to the risks that the NIS may appreciate relative to the U.S. dollar, or the NIS instead devalues relative to the U.S. dollar, and
the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag behind inflation in Israel. In any
such event, the U.S. dollar cost of Microbot’s operations in Israel would increase and Microbot’s U.S. dollar-denominated results of operations would be
adversely affected. Microbot cannot predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the NIS against the U.S.
dollar.
Microbot’s primary expenses paid in NIS that are not linked to the U.S. dollar are employee expenses in Israel and lease payments on its Israeli facility. As
Microbot does not hedge against its position in NIS, a change in the value of the NIS compared to the U.S. dollar could increase Microbot’s research and
development expenses, labor costs and general and administrative expenses, and as a result, have a negative impact on Microbot’s financial condition.
Funding and other benefits provided by Israeli government programs may be terminated or reduced in the future and the terms of such funding may
have a significant impact on future corporate decisions.
Microbot participates in programs under the auspices of the Israeli Innovation Authority, for which it receives funding for the development of its
technologies and product candidates. If Microbot fails to comply with the conditions applicable to this program, it may be required to pay additional
penalties or make refunds and may be denied future benefits. From time to time, the government of Israel has discussed reducing or eliminating the benefits
available under this program, and therefore these benefits may not be available in the future at their current levels or at all.
Microbot’s research and development efforts from inception until now have been financed in part through such Israeli Innovation Authority royalty bearing
grants in an aggregate amount of approximately $1.8 million through December 31, 2023. During 2023, total grants approved from the Israeli Innovation
Authority was in the amount of approximately NIS 1.6 million, to further finance the development of the Company’s manufacturing process of the
LIBERTY® Endovascular Robotic Surgical System.
Furthermore the Company received approval for a grant from the Ministry of Economy of the State of Israel in the amount of approximately NIS 300,000,
to further finance the marketing activities of the LIBERTY® Endovascular Robotic Surgical System in the U.S. market.
In addition, as a result of our 2018 agreement with CardioSert and our 2022 agreement with Nitiloop, we took over the liability to repay CardioSert’s and
Nitiloop’s IIA grants in the aggregate amount of approximately $530,000 and $925,000, respectively, although we expect that we will cease to have any
obligations under the CardioSert grants once that technology is returned.
With respect to such grants Microbot is committed to pay royalties at a rate of between 3% to 3.5% on sales proceeds up to the total amount of grants
received, linked to the dollar, plus interest at an annual rate of SOFR, a benchmark interest rate which replaced LIBOR. In addition, as a recipient of Israeli
Innovation Authority grants, Microbot must comply with the requirements of the Israeli Encouragement of Industrial Research and Development Law,
1984, or the R&D Law, and related regulations. Under the terms of the grants and the R&D Law, Microbot is restricted from transferring any technologies,
know-how, manufacturing or manufacturing rights developed using Israeli Innovation Authority grants outside of Israel without the prior approval of Israeli
Innovation Authority. Therefore, if aspects of its technologies are deemed to have been developed with Israeli Innovation Authority funding, the
discretionary approval of an Israeli Innovation Authority committee would be required for any transfer to third parties outside of Israel of the technologies,
know-how, manufacturing or manufacturing rights related to such aspects. Furthermore, the Israeli Innovation Authority may impose certain conditions on
any arrangement under which it permits Microbot to transfer technology or development outside of Israel or may not grant such approvals at all.
If approved, the transfer of Israeli Innovation Authority-supported technology or know-how outside of Israel may involve the payment of significant fees,
which will depend on the value of the transferred technology or know-how, the total amount Israeli Innovation Authority funding received by Microbot, the
number of years since the funding and other factors. These restrictions and requirements for payment may impair Microbot’s ability to sell its technology
assets outside of Israel or to outsource or transfer development or manufacturing activities with respect to any product or technology outside of Israel.
Furthermore, the amount of consideration available to Microbot’s shareholders in a transaction involving the transfer of technology or know-how
developed with Israeli Innovation Authority funding outside of Israel (such as through a merger or other similar transaction) may be reduced by any
amounts that Microbot is required to pay to the Israeli Innovation Authority.
Some of Microbot’s employees are obligated to perform military reserve duty in Israel.
Generally, Israeli adult male citizens and permanent residents are obligated to perform annual military reserve duty up to a specified age. They also may be
called to active duty at any time under emergency circumstances, which could have a disruptive impact on Microbot’s workforce.
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It may be difficult to enforce a non-Israeli judgment against Microbot or its officers and directors.
The operating subsidiary of the Company is incorporated in Israel. Some of Microbot’s executive officers and directors are not residents of the United
States, and a substantial portion of Microbot’s assets and the assets of its executive officers and directors are located outside the United States. Therefore, a
judgment obtained against Microbot, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws,
may not be collectible in the United States and may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on
these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an
investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on
an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an
Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the
content of applicable U.S. law often involves the testimony of expert witnesses, which can be a time consuming and costly process. Certain matters of
procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the
difficulty associated with enforcing a judgment against Microbot in Israel, it may be impossible to collect any damages awarded by either a U.S. or foreign
court.
Risks Relating to Microbot’s Securities, Governance and Other Matters
If we fail to comply with the continued listing requirements of The Nasdaq Capital Market, our common stock may be delisted and the price of our
common stock and our ability to access the capital markets could be negatively impacted.
Our common stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other
continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum
stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with
the applicable listing standards. In 2018, we effected a 1:15 reverse stock split to address our stock price falling below the minimum share price required by
Nasdaq. Failure to again meet applicable Nasdaq continued listing standards could result in a further reverse stock split or a delisting of our common stock.
A delisting of our common stock from The Nasdaq Capital Market could materially reduce the liquidity of our common stock and result in a corresponding
material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital on terms acceptable to us, or at all, and
may result in the potential loss of confidence by investors, employees and fewer business opportunities. Additionally, if we are not eligible for quotation or
listing on another exchange, trading of our common stock could be conducted only in the over-the-counter market or on an electronic bulletin board
established for unlisted securities such as the OTC Marketplace. In such event, it could become more difficult to dispose of, or obtain accurate price
quotations for, our common stock, there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the
price of our common stock to decline further, and it may be more difficult to raise capital on acceptable terms or at all.
We do not expect to pay cash dividends on our common stock.
We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on our common stock in the
future. Investors seeking cash dividends should not invest in our common stock for that purpose.
Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the
board of directors or current management and could make a third-party acquisition of the Company difficult.
Provisions in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management. These provisions
include a classified board of directors. In addition, because the Company is incorporated in Delaware, it is governed by the provisions of Section 203 of the
Delaware General Corporation Law, which generally prohibits stockholders owning in excess of 15% of outstanding voting stock from merging or
combining with the Company unless the Company meets the requirements of such section. Although the Company believes these provisions collectively
will provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with the Company’s board of directors, they would apply
even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Company’s
stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the board of directors,
which is responsible for appointing members of management.
General Risks
Raising additional capital may cause dilution to the Company’s investors, restrict its operations or require it to relinquish rights to its technologies or
product candidates.
Until such time, if ever, as the Company can generate substantial product revenues, it expects to finance its cash needs through a combination of equity
offerings, including possibly through its existing but currently suspended At-the-Market offering, licensing, collaboration or similar arrangements, grants
and debt financings. The Company does not have any committed external source of funds. To the extent that the Company raises additional capital through
the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect the rights of holder of the Company’s common stock. Debt financing, if available, may involve
agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital
expenditures, declaring dividends or other distributions, selling or licensing intellectual property rights, and other operating restrictions that could adversely
affect the Company’s ability to conduct its business.
26
If the Company raises additional funds through licensing, collaboration or similar arrangements, it may have to relinquish valuable rights to its
technologies, future revenue streams, research and development programs or product candidates or to grant licenses on terms that may not be favorable to
the Company. If the Company is unable to raise additional funds through equity or debt financings or other arrangements when needed, it may be required
to delay, limit, reduce or terminate its product development or future commercialization efforts or grant rights to develop and market product candidates
that it would otherwise prefer to develop and market itself.
Microbot operates in a competitive industry and if its competitors have products that are marketed more effectively or develop products, treatments or
procedures that are similar, more advanced, safer or more effective, its commercial opportunities will be reduced or eliminated, which would materially
harm its business.
Our competitors may develop products, treatments or procedures that directly compete with our products and potential products and which are similar,
more advanced, safer or more effective than ours. The medical device industry is very competitive and subject to significant technological and practice
changes. Microbot expects to face competition from many different sources with respect to the LIBERTY® Endovascular Robotic Surgical System and any
other products that it may from time to time seek to develop or commercialize in the future.
Competing against large established competitors with significant resources may make establishing a market for any products that it develops difficult which
would have a material adverse effect on Microbot’s business. Microbot’s commercial opportunities could also be reduced or eliminated if its competitors
develop and commercialize products, treatments or procedures quicker, that are safer, more effective, are more convenient or are less expensive than the
LIBERTY® Endovascular Robotic Surgical System or any other product that Microbot may develop. Many of Microbot’s potential competitors have
significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining
regulatory approvals and marketing approved products than Microbot may have. Mergers and acquisitions in the medical device industry market may result
in even more resources being concentrated among a smaller number of Microbot’s potential competitors.
Our business strategy in part relies on identifying, acquiring and developing complementary technologies and products, which entails risks which could
negatively affect our business, operations and financial condition.
We have in the past and may again in the future pursue other acquisitions of businesses and technologies. Acquisitions entail numerous risks, including:
● difficulties in the integration of acquired operations, services and products;
● failure to achieve expected synergies;
● diversion of management’s attention from other business concerns;
● assumption of unknown material liabilities of acquired companies;
● amortization of acquired intangible assets, which could reduce future reported earnings;
● Lack of funding to properly and adequately develop and commercialize the technologies acquired;
● potential loss of clients or key employees of acquired companies; and
● dilution to existing stockholders.
As part of our growth strategy, we may consider, and from time to time may engage in, discussions and negotiations regarding transactions, such as
acquisitions, mergers and combinations within our industry. The purchase price for possible acquisitions could be paid in cash, through the issuance of
common stock or other securities, borrowings or a combination of these methods.
We cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the
timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations that we subsequently decide to suspend or
terminate for a variety of reasons. Similarly, we could acquire a technology or asset, and later determine that such technology or asset no longer fits in our
business strategy or goals or do not have the capital to advance its development or commercialization. However, opportunities may arise from time to time
that we will evaluate. Any transactions that we consummate would involve risks and uncertainties to us. These risks could cause the failure of any
anticipated benefits of an acquisition to be realized, which could have a material adverse effect on our business, financial condition, results of operations
and prospects.
The market price for our common stock may be volatile.
The market price for our common stock may be volatile and subject to wide fluctuations in response to factors including the following:
● actual or anticipated fluctuations in our quarterly or annual operating results;
● changes in financial or operational estimates or projections;
27
● conditions in markets generally;
● changes in the economic performance or market valuations of companies similar to ours;
● announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
● our intellectual property position; and
● general economic or political conditions in the United States, Israel or elsewhere.
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock.
The issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing stockholders.
The issuance of shares upon exercise of outstanding warrants and options could result in substantial dilution to the interests of other stockholders since the
holders of such securities may ultimately convert and sell the full amount issuable on conversion.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 1C. Cybersecurity
Since our formation, we have been primarily focused on research and development activities and pursuing FDA approval of our planned products. We have
22 employees and currently use third-party vendors and service providers for certain product development and regulatory approval activities.
We use a third-party sub-contractor to manage all Information Technology (IT) issues, including protection against, detection, and response to cyberattacks.
The measures that are taken to ensure proper protection include:
● All computers are protected using a cloud-powered endpoint security solution that helps enterprises prevent, detect, investigate, and respond to
advanced threats on their networks. It offers endpoint protection, endpoint detection and response, mobile threat defense, and integrated
vulnerability management. It also provides, among other things, malware and spyware detection and remediation, rootkit detection and
remediation and network vulnerability detection.
● All Company computer hard drives are automatically encrypted.
● All Company e-mails are protected by a cloud-based email filtering service designed to protect the Company against advanced threats related to
email and collaboration tools.
● Periodically, all users on the Company’s computer network are required to perform multi-factor authentication.
● The Company uses a cloud-based identity and access management service that enables access to external resources.
● Backup is performed using a secure, automatic cloud-based backup and restore service.
Additionally, we believe that our third-party vendors and service providers have their own respective cybersecurity protocols which our management
believes to be adequate for protecting any of the Company’s data that might be in their possession from time to time; however, having such protocols is not
necessarily a condition for us using or not using the services of any such vendors or providers.
Our Chief Technology Officer and General Manager is responsible for assessing and managing cybersecurity risks, through his oversight of our IT service
provider that manages our IT, but he does not have specific cybersecurity expertise. The Company has an Information Technology Policy that, among other
things, governs and provides for cybersecurity policies and processes, including to define safety measures to protect the Company’s confidentiality,
integrity and availability of data and other intellectual property, as well as to define the manner in which information is stored, saved and routed in the
Company’s network. Additionally, the Board and management believe cybersecurity represents an important component of the Company’s overall
approach to risk management and oversight, especially as the Company moves towards commercialization of its first product.
Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations
or financial condition while we are strategically focused on pursuing FDA approval and have pre-commercial operations. The Company is not aware of any
material security breach to date. Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches.
The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our
business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business
relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s
third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully
implemented, complied with or effective in protecting the Company’s systems and information.
Item 2. Description of Property.
Microbot’s U.S.-based employees currently either work remotely or at leased premises in the suburbs of Boston, Massachusetts of approximately 300
square feet. Microbot also occupies facilities in premises of approximately 6,975 square feet at 6 Hayozma St., Yokneam, P.O.B. 242, Israel. This facility is
expected to provide the space and infrastructure necessary to accommodate its development work based on its current operating plan. Microbot does not
own any real property.
Item 3. Legal Proceedings.
Please see “PART I-Item 1. Description of Business-Recent Developments-Settlement of Lawsuit.”
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
Item 4. Mine Safety Disclosures.
Not applicable.
28
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the NASDAQ Capital Market under the symbol “MBOT” since November 29, 2016.
PART II
As of March 25, 2024, there were approximately 97 holders of record of our common stock, and the closing price of our common stock as reported on the
NASDAQ Capital Market was $1.17.
Dividend Policy
We have never paid cash dividends on our common stock and we do not anticipate paying cash dividends on common stock in the foreseeable future. The
payment of dividends on our common stock will depend on earnings, financial condition, debt covenants in place, and other business and economic factors
affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a
return on a stockholders’ investment will only occur if our stock price appreciates.
Equity Compensation Plan Information Table
The following table provides information about shares of our common stock that may be issued upon the exercise of options under all of our existing
compensation plans as of December 31, 2023.
Plan Category
Equity compensation plans approved by security holders:
2017 Equity Incentive Plan
2020 Omnibus Performance Award Plan
Equity compensation plans not approved by security holders:
Microbot Israel Employee Stock Option Plan(1)
Stock Options (2)
Total
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
492,133
1,463,806
61,577
77, 846
2,095,362
$
$
$
$
10.48
4.14
0.01
4.20
131,585
556,846
-
-
688,431
(1) Such options were originally issued by Microbot Israel under its Employee Stock Option Plan and represented the right to purchase an aggregate of
500,000 shares of Microbot Israel’s ordinary shares. As of the effective time of the Merger, such options were retroactively adjusted to reflect the
Merger and now represent the right to purchase shares of our common stock.
(2) Such options were originally issued by Microbot Israel to MEDX Ventures Group LLC, of which Mr. Gadot is the Chief Executive Officer, Company
Group Chairman and majority equity owner, and represented the right to purchase an aggregate of 486,263 of Microbot Israel’s ordinary shares. As of
the effective time of the Merger, such options were retroactively adjusted to reflect the Merger and now represent the right to purchase shares of our
common stock.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
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 of this Annual Report on Form
10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.
29
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 Annual Report on Form 10-K 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 preclinical medical device company specializing in the research, design and development of next generation robotic endoluminal surgery
devices targeting the minimally invasive surgery space. Microbot is primarily focused on leveraging its robotic technologies with the goal of redefining
surgical robotics while improving surgical outcomes for patients.
Financial Operations Overview
Research and Development Expenses
Research and development expenses consist primarily of salaries 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.
General and Administrative Expenses
General and administrative expenses consist primarily of the costs associated with management salaries and benefits, professional fees for accounting,
auditing, consulting, legal services, and insurance expenses, net of insurance loss recoveries.
Microbot expects that its general and administrative expenses will increase over the long-term, even if a period-to-period comparison may show a decrease,
as it expands its operating activities, maintains compliance with exchange listing and SEC requirements. Microbot expects these potential increases will
likely include management costs, legal fees, accounting fees, directors’ and officers’ liability 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 still in its development stage and has not yet generated
revenues, therefore, 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.
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.
30
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 Years Ended December 31, 2023 and 2022
The following table sets forth the key components of Microbot’s results of operations for the years ended December 31, 2023 and 2022 (in thousands):
Research and development expenses, net
General and administrative expenses, net
Financing income, net
Loss on disposal of property and equipment
Loss on legal settlement, net
For the Years Ended
December 31,
$
2023
2022
Change
$
(5,724)
(4,131)
228
(2)
(1,111)
(7,736) $
(5,545)
118
(5)
-
2,012
1,414
110
3
(1,111)
Research and Development Expenses, net. The decrease in research and development expenses of approximately $2.0 million in 2023 as compared to 2022
was primarily due to the Company’s cost reduction plan, which commenced in the second quarter of 2023. The cost reduction plan involved cutting
expenses by, among other things, implementing employee terminations, reducing management salaries, eliminating bonus accruals and pausing
independent directors’ payments. The Company also reduced costs by decreasing expenses related to subcontractors, advisory board members and patents.
Additionally, in comparison to the same period in 2022, the Company incurred expenses in 2022 due to the development of the SCS technology, whereas in
2023, lower expenses were recorded for that project as it was suspended in October 2022 and later terminated. In 2023, government grants were deducted
from research and development expenses as the applicable costs are incurred.
General and Administrative Expenses, net. The decrease in general and administrative expenses of approximately $1.4 million in 2023 as compared to
2022 was primarily due to a decrease in the Company’s directors and officers insurance premiums in 2023, combined with execution of the cost reduction
plan as described above. Additionally, for the year ended 2023, the Company recorded lower share-based compensation expenses compared to the
comparable period in 2022, due to older options becoming fully vested. In 2023, insurance loss recoveries reduced the Company’s general and
administrative expenses.
Financing Income, net. Financing income for the year ended December 31, 2023 included income from interest, net, totaling $283,000 and was partially
offset by exchange rate losses of $55,000, compared to 2022, which consisted of income from interest, net, totaling $54,000, combined with exchange rate
gains of $64,000.
Loss on legal settlement, net. Loss on legal settlement, net for the year ended December 31, 2023 is related to the January 2024 issuance of restricted shares
of our common stock to settle the Lawsuit pursuant to the Settlement Agreement. See “Part I–Recent Developments–Settlement of Lawsuit.
31
Liquidity and Capital Resources
To date, Microbot has not generated revenues from operations. Microbot has incurred losses since inception and negative cash flows from operating
activities for all periods presented. As of December 31, 2023, Microbot had a net working capital of approximately $4.1 million, consisting primarily of
cash and cash equivalents and marketable securities. This compares to net working capital of approximately $6.7 million as of December 31, 2022.
Microbot anticipates that it will continue to incur net losses for the foreseeable future as it continues research and development efforts of its primary
product candidate 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 December 31, 2023, Microbot has raised cash proceeds of approximately $66.0 million and incurred a total cumulative loss of
approximately $79.5 million.
Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through
December 31, 2023 in the total amount of approximately $1.8 million. This amount includes amounts received in 2023 of approximately $304,000, which
are a portion of an additional grant from the IIA in the amount of approximately NIS 1.6 million (approximately $447,000) approved by the IIA on June 1,
2023, to further finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic Surgical System. On January 4, 2018,
Microbot Israel entered into an agreement with CardioSert to acquire certain of its patent-protected technology, which we expect to return shortly.
CardioSert received grants from the IIA in the aggregate amount of approximately $530,000 and Microbot Israel took over the liability to repay such
grants, although we expect that we will cease to have any obligations under the CardioSert grants once that technology is returned. 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; accordingly, as we have discontinued the CardioSert program and are
returning the technology to CardioSert, we do not expect to repay, or have the obligation to repay, the grants relating to that technology. The financial risk
is assumed completely by the IIA.
On March 2, 2023, the Company announced that it received approval for a grant from the Ministry of Economy in the amount of approximately NIS
300,000, which based on an exchange rate on such date of NIS 1.00 = $0.2923, would be approximately $88,000, to further finance the marketing activities
of the LIBERTY® Endovascular Robotic Surgical 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 Surgical System up to the grant amount plus interest.
During the second fiscal quarter of 2023, Microbot commenced a core-business focus program and a cost reduction plan while it sought to raise sufficient
additional capital to continue development of the LIBERTY® Endovascular Robotic Surgical System. In May and June 2023, Microbot raised aggregate
gross proceeds of approximately $7.6 million, before fees and expenses of approximately $1.1 million, from investors, to continue to fund its operations
and research and development activities and will need additional funds to continue the FDA approval process for the LIBERTY® Endovascular Robotic
Surgical System. We also raised approximately $2.7 million in gross proceeds from financing activities in January 2024. To the extent available, Microbot
intends to raise capital through future public and private issuances of debt and/or equity securities. 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 determines 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.
Management believes we have sufficient funds for our operations for less than one year. As a result of the foregoing and our current cash position, these
conditions raise substantial doubt about Microbot’s ability to continue as a going concern, which could adversely affect our ability to raise capital, expand
our business and develop our planned products. The accompanying consolidated annual financial statements do not include any adjustments to reflect the
possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this
uncertainty.
32
Cash Flows
The following table provides a summary of the net cash flow activity for each of the periods presented (in thousands):
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Net decrease in cash, cash equivalents and restricted cash
For the Years Ended
December 31,
2023
2022
$
$
(8,533) $
1,973
6,558
(2) $
(11,549)
(3,836)
4,324
(11,061)
The decrease in 2023 of cash flows used in operating activities compared to 2022 was primarily from a decrease in research and development expenses
relating to the LIBERTY® Endovascular Robotic Surgical System in 2023 as a result of the Company’s May 2023 cost reduction plan and core-business
focus program.
Net cash flows from investing activities increased in 2023 compared to 2022 by approximately $5.8 million, primarily from the net purchases of
marketable securities in 2022.
Net cash flows from financing activities increased in 2023 by approximately $2.2 million due to increased issuances of common stock and warrants in
2023.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Microbot’s cash and cash equivalents as of December 31, 2023 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 revenues, 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, but may have a significant, adverse impact in 2024.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K immediately
following Part IV and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
33
Item 9A. 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 December 31, 2023. 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 December 31, 2023, 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.
Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining effective
internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act). There are inherent limitations to the effectiveness of any
internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can
provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal
control may vary over time. We have assessed the effectiveness of our internal controls over financial reporting (as defined in Rule 13a -15(f) of the
Exchange Act) as of December 31, 2023, and have concluded that, as of December 31, 2023, our internal control over financial reporting was effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual report.
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.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
34
Item 10. Directors, Executive Officers, and Corporate Governance.
Board of Directors
PART III
We currently have seven directors serving on our Board. The following table lists the names, ages and positions of the individuals who serve as directors of
the Company, as of March 25, 2024:
Name
Harel Gadot
Yoseph Bornstein(1)(3)
Scott Burell(1)(2)
Martin Madden(1)(3)
Prattipati Laxminarain(2)
Aileen Stockburger(3)
Tal Wenderow(2)
Age
52
65
59
63
66
61
49
Position
President, Chief Executive Officer and Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
(1)
(2)
(3)
Member of Audit Committee.
Member of Corporate Governance Committee.
Member of Compensation Committee.
We have a classified Board, with each of our directors serving a staggered three-year term. The following table shows the current composition of the three
classes of our Board:
Class I Directors (term scheduled to expire in 2025):
Harel Gadot
Martin Madden
Tal Wenderow
Class II Directors (term scheduled to expire in 2026):
Scott Burell
Aileen Stockburger
Class III Directors (term scheduled to expire in 2024):
Yoseph Bornstein
Prattipati Laxminarain
Harel Gadot, became President, Chief Executive Officer and Chairman of the Company’s Board following the consummation of the Merger. Mr. Gadot is a
co-founder of Microbot Israel and has served as Microbot Israel’s Chief Executive Officer since Microbot Israel was founded in November 2010. He has
been the Chairman of Microbot Israel’s board of directors since July 2014. He also served as a director until January 2024 of XACT Robotics Ltd., an
Israel-based private company that recently ceased operations and is in insolvency proceedings in Israel, and was its Chairman from August 2013 until
September 2023. Mr. Gadot serves as Chairman of MEDX Xelerator L.P., a medical device and digital health Israeli incubator, since July 2016. From
December 2007 to April 2010 Mr. Gadot was a Worldwide Group Marketing Director at Ethicon Inc., a Johnson and Johnson Company, where he was
responsible for the global strategic marketing of the Company. Mr. Gadot also held management positions, as well as leading regional strategic position for
Europe, Middle-East and Africa, as well as In Israel, while at Johnson and Johnson. Mr. Gadot served as director for ConTIPI Ltd. from August 2010 until
November 2013 when ConTIPI Ltd. was acquired by Kimberly-Clark Corporation. Mr. Gadot holds a B.Sc. in Business from Siena College, Loudonville
NY, and an M.B.A. from the University of Manchester, UK. The Company believes that Mr. Gadot is qualified to serve as Chairman of the Board and as
President and Chief Executive Officer of the Company due to his extensive experience in strategic marketing and general management in the medical
device industry.
35
Yoseph Bornstein, became a director of the Company following the Merger. Mr. Bornstein is a co-founder of Microbot Israel and has been a member of the
Board of Directors since Microbot Israel was founded in November 2010. Mr. Bornstein founded Shizim Ltd., a life science holding group in October 2000
and has served as its CEO and director since then. Mr. Bornstein is the Chairman of, and through Shizim owns a stake in: GCP Clinical Studies Ltd., a
provider of clinical research services and educational programs in Israel since January 2002; Biotis Ltd., a service company for the bio-pharmaceutical
industry, since June 2000; Dolphin Medical Ltd., which supplies the medical device industry, since April 2012, and LSA - Life Science Accelerator Ltd.,
since 2000. He is the Chairman of ASIS Enterprises B.B.G. Ltd., a business development company focusing on creating business ties between Israeli and
Japanese entities, since August 2007. Mr. Bornstein is a co-founder and until January 2024 was a director of XACT Robotics, an Israel-based private
company that recently ceased operations and is in insolvency proceedings in Israel. In October 1992, Mr. Bornstein founded Pharmateam Ltd., an Israeli
company that specialized in representing international pharmaceutical companies which was sold in 2000. Mr. Bornstein is also a founder of a number of
other privately held life-science companies. Mr. Bornstein served as the Biotechnology Committee Chairman of the United States-Israel Science &
Technology Commission (the “USISTC”) from September 2002 to February 2005 as well as a consultant for USISTC from September 2002 to February
2005. He is also the founder of ILSI-Israel Life Science Industry Organization (who was integrated into IATI) and ITTN-Israel Tech Transfer Organization.
He founded in July 2014 ShizimXL Ltd., an international medical device innovation center, and founded in January 2020 ShizimVS Ltd., a digital health
innovation center. Mr. Bornstein is an external director in Can-fite BioPharma Ltd. (Nasdaq:CANF). At the time of his last nomination and election in
2022, the Company believed that Mr. Bornstein was qualified to serve as a member of the Board due to his extensive experience in, and knowledge of, the
life sciences industry and international business.
Scott R. Burell, became a director of the Company in November 2016. Since August 2018, Mr. Burell has been the Chief Financial Officer and Secretary of
AIVITA Biomedical, Inc., an Irvine California-based immuno-oncology company focused on the advancement of commercial and clinical-stage programs
utilizing curative and regenerative medicines. From November 2006 until its sale to Invitae Corp. (NASDAQ: NVTA) in November 2017, he was the Chief
Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (NASDAQ: CBMX), a family health-focused clinical molecular diagnostic
laboratory specializing in pre-implantation genetic screening, prenatal diagnosis, miscarriage analysis, and pediatric developmental disorders. He
successfully led the split-off of CombiMatrix in 2007 from its former parent, has led several successful public and private debt and equity financing
transactions as well as CombiMatrix’s reorganization in 2010. Prior to this, Mr. Burell had served as CombiMatrix’s Vice President of Finance since
November 2001 and as its Controller from February 2001 to November 2001. From May 1999 to first joining CombiMatrix in February 2001, Mr. Burell
was the Controller for Network Commerce, Inc. (NASDAQ: SPNW), a publicly traded technology and information infrastructure company located in
Seattle. Prior to this, Mr. Burell spent nine years with Arthur Andersen’s Audit and Business Advisory practice in Seattle. During his tenure in public
accounting, Mr. Burell worked with many clients, both public and private, in the high-tech and healthcare markets, and was involved in numerous public
offerings, spin-offs, mergers and acquisitions. Mr. Burell obtained his Washington state CPA license in 1992 and is a certified public accountant (currently
inactive). He holds Bachelor of Science degrees in Accounting and Business Finance from Central Washington University. The Company believes Mr.
Burell’s qualifications to serve on the Board include his experience as an executive of a public life sciences company and knowledge of financial
accounting in the medical technology field.
Martin Madden, has been a director of the Company since February 6, 2017. Mr. Madden has held various positions at Johnson & Johnson and its affiliates
from 1986 to January 2017, most recently as Vice President, Research & Development of DePuy Synthes, a Johnson & Johnson Company, from February
2016 to January 2017. Prior to that, from July 2015 to February 2016, Mr. Madden was the Vice President, New Product Development of Johnson &
Johnson Medical Devices. From January 2012 to July 2015, Mr. Madden was the Vice President, Research & Development of Johnson & Johnson’s Global
Surgery Group. During his thirty-year tenure with Johnson & Johnson’s Medical Device organization, he was an innovator and research leader for nearly
every medical device business including Cardiology, Electrophysiology, Peripheral Vascular Surgery, General and Colorectal Surgery, Aesthetics,
Orthopaedics, Sports Medicine, Spine, and Trauma. As an executive of Johnson & Johnson, Mr. Madden served on the management boards of Johnson &
Johnson’s Global Surgery Group, Ethicon, Ethicon Endo-Surgery, DePuy-Synthes, and Cordis, with responsibility for research and development - inclusive
of organic and licensed/acquired technology. He was also Chairman of J&J’s Medical Device Research Council, with responsibility for talent strategy and
technology acceleration. Mr. Madden serves on the Board of Directors of Novocure (NASDAQ: NVCR), a global oncology company, and is an advisor to
numerous medical device start-ups. Mr. Madden holds a MBA from Columbia University, a M.S. from Carnegie Mellon University in Mechanical
Engineering, and a B.S. from the University of Dayton in Mechanical Engineering. The Company believes that Mr. Madden is qualified to serve as a
member of the Board due to his extensive experience in research and development, portfolio planning, technology assessment and assimilation, and project
management and budgeting.
Prattipati Laxminarain, has been a director of the Company since December 6, 2017. From April 2006 through October 2017, Mr. Laxminarain served as
Worldwide President at Codman Neuro, a global neurosurgery and neurovascular company that offers a portfolio of devices for hydrocephalus
management, neuro intensive care and cranial surgery and other technologies, and which was part of DePuy Synthes Companies of Johnson & Johnson. Mr.
Laxminarain is currently the CEO of Deinde Medical Corporation, and is a Board Member of Oculogica Inc., Millar Inc., and GT Medical Inc. He has a
degree in Mechanical Engineering from Osmania University, Hyderabad, India and an MBA from Indian Institute of Management. The Company believes
that Mr. Laxminarain is qualified as a Board member of the Company because of his extensive experience working with medical device companies and
knowledge of the industries in which the Company intends to compete.
36
Aileen Stockburger was appointed by the Board on March 26, 2020 to fill a vacancy on the Board and to serve as a Class II director of the Company, with a
term commencing on April 1, 2020. Since February 2018, Ms. Stockburger has provided M&A consulting and advisory services through Aileen
Stockburger LLC. Prior to that, from 1989 through January 2018, Ms. Stockburger held various positions in Johnson & Johnson, most recently as Vice
President, Worldwide Business Development & Strategic Planning for the DePuy Synthes Group of Johnson & Johnson, and as a member of its Worldwide
Board and Group Operating Committee, from 2010-2018. In that role, she oversaw the group’s merger and acquisition activities, including deal structuring,
negotiations, contract design and review, and deal terms. Before joining Johnson & Johnson, Ms. Stockburger spent several years at
PriceWaterhouseCoopers, and earned her CPA certification. She is also the Chair of Next Science Limited (ASX: NXS), a medical technology company
headquartered in Sydney, Australia, with a primary focus in the development and continued commercialization of its proprietary technology to reduce the
impact of biofilm based infections in human health. She also serve on the Audit Committee and the People, Culture and Remuneration Committee of the
Board of Directors of Next Science Limited. Ms. Stockburger received her MBA and BS from The Wharton School, University of Pennsylvania. The
Company believes that Ms. Stockburger is qualified as a Board member of the Company because of her extensive experience in strategizing, managing and
closing sizable, complex worldwide mergers and acquisitions, licensing agreements and divestitures, as well as her expertise in business development,
strategic planning and finance.
Tal Wenderow was appointed by the Board on July 29, 2020 to fill a vacancy on the Board and to serve as a Class I director of the Company, with a term
commencing on August 1, 2020. Since September 2021, Mr. Wenderow serves as the Venture Partner at Genesis MedTech, a global medical device
company. Previously, from February 2019, Mr. Wenderow served as the President and CEO of Vocalis Health Inc., an AI healthtech company pioneering
the development of vocal biomarkers. Previously, Mr. Wenderow co-founded Corindus Vascular Robotics in 2002, which was a New York Stock Exchange-
listed company upon its acquisition by Siemens Healthineers in 2019. Mr. Wenderow held various positions at Corindus from founder, Chief Executive
Officer and director at inception, Executive Vice President Product & Business Development to his most recent role as Executive Vice President of
International & Business Development. Mr. Wenderow received a B.Sc. in Mechanical Engineering at the Technion - Israel Institute of Technology, Haifa,
Israel. The Company believes that Mr. Wenderow is qualified as a Board member of the Company because of his extensive knowledge of the medical
robotics space with specific focus on interventional procedures, as well as his medical devices start up experience.
Executive Officers
Following are the name, age and other information for our executive officers, as of March 25, 2024. All company officers have been appointed to serve
until their successors are elected and qualified or until their earlier resignation or removal. Information regarding Harel Gadot, our Chairman, President and
Chief Executive Officer, is set forth above under “Board of Directors.”
Name
Harel Gadot
Rachel Vaknin
Simon Sharon
Juan Diaz-Cartelle
Age
52
45
64
48
President, Chief Executive Officer and Chairman of the Board of Directors
Chief Financial Officer
Chief Technology Officer and General Manager, Microbot Israel
Chief Medical Officer
Position
Rachel Vaknin, has served as the Company’s Chief Financial Officer since April 2022 and before that was its VP Finance since January 2022. From
September 2017 to December 2021, Ms. Vaknin served as the Chief Financial Officer at Imagry, an Israeli-American autonomous technologies software
provider. From April 2004 through December 2016, Ms. Vaknin was the FP&A Department Manager at Mellanox Technologies Ltd., an Israeli-American
multinational supplier of computer networking products acquired by Nvidia in 2020, where she was responsible, among other things, for budget planning,
budget control, building and maintaining business intelligence key performance indicators, leading teams with respect to preparing quarterly financial
statements, obtaining and managing grant monies, and Sarbanes-Oxley controls.
Simon Sharon, has served as the Company’s Chief Technology Officer since April 2018 and as the General Manager of Microbot Israel since April 2021.
From August 2016 to March 2018, Mr. Sharon served as the Chief Technology Officer at MEDX Xelerator, an Israel-based medical device and digital
health incubator. He was also a director until January 2024 of XACT Robotics Ltd., an Israel-based private company that recently ceased operations and is
in insolvency proceedings in Israel. Mr. Harel Gadot, the Company’s President, CEO and Chairman, is the Chairman of MEDX Xelerator. Prior to this, Mr.
Sharon held the position of Chief Operating Officer at Microbot Israel before it became a publicly traded company from February 2013 to August 2016.
Prior to joining Microbot Israel, Mr. Sharon was the Vice President of Research & Development with IceCure Medical, a TASE traded company
developing a portfolio of cryogenic ablation systems. Prior to IceCure, he held roles of increasing responsibility at Rockwell Automation-Anorad Israel
Ltd., a leading linear motor-based, precision positioning equipment manufacturer. Prior to Rockwell, Mr. Sharon was the Research & Development
Manager at Disc-O-Tech Medical Technologies Ltd., a private orthopedic venture that was acquired by Kyphon (currently part of Medtronic), and before
this was the Research & Development Manager at CI Systems, a worldwide supplier of a wide range of electro-optical test and measurement equipment.
37
Dr. Juan Diaz-Cartelle, has served as the Company’s Chief Medical Officer since December 1, 2023. As CMO, Dr. Diaz-Cartelle will lead the development
and execution of the clinical strategy of the Company, including its planned clinical trials for the LIBERTY® Endovascular Robotic Surgical System in the
U.S., the medical affairs activity, and will be an integral part of the team leading its regulatory process with the FDA and commercial efforts. Most recently,
from May 2022 to November 2023, Dr. Diaz-Cartelle served as the Executive Medical Director at Haemonetics Corporation (NYSE: HAE), where he
advised that company on new investments in the cardiovascular space, among other responsibilities. Prior to that, from June 2008 to May 2022, Dr. Diaz-
Cartelle served as the Senior Medical Director for the Peripheral Interventional Division (Endovascular and Interventional Oncology) at Boston Scientific
Corporation (NYSE: BSX), where he played a pivotal part in the development of global clinical strategy and study oversight, supporting commercial
activities and future pipeline development. Dr. Diaz-Cartelle obtained his medical degree at the University of Navarra (Spain) and completed his specialty
as Angiologist and Vascular Surgeon at Hospital General Universitario Gregorio Maranon in Madrid (Spain).
Committees of the Board of Directors
Presently, the Board has three standing committees - the Audit Committee, the Compensation and Stock Option Committee (the “Compensation
Committee”), and the Corporate Governance and Nominating Committee (the “Corporate Governance Committee”). All members of the Audit Committee,
the Compensation Committee, and the Corporate Governance Committee are, and are required by the charters of the respective committees to be,
independent as determined under Nasdaq Listing rules.
Audit Committee
The Audit Committee is composed of Messrs. Burell, Madden and Bornstein. Each of the members of the Audit Committee is independent, and the Board
has determined that Mr. Burell is an “audit committee financial expert,” as defined in SEC rules. The Audit Committee acts pursuant to a written charter
which is available through our website at www.microbotmedical.com. The Audit Committee held four meetings during the fiscal year ended December 31,
2023.
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee does this
primarily by reviewing the Company’s financial reports and other financial information as well as the Company’s systems of internal controls regarding
finance, accounting, legal compliance, and ethics that management and the Board of Directors have established. The Audit Committee also assesses the
Company’s auditing, accounting and financial processes more generally. The Audit Committee recommends to the Board of Directors the appointment of a
firm of independent auditors to audit the financial statements of the Company and meets with such personnel of the Company to review the scope and the
results of the annual audit, the amount of audit fees, the company’s internal accounting controls, the Company’s financial statements contained in this proxy
statement, and other related matters.
Compensation Committee
The Compensation Committee is composed of Messrs. Madden (Chairman), Bornstein and Stockburger. Each of the members of the Compensation
Committee is independent. The Compensation Committee acts pursuant to a written charter which is available through our website at
www.microbotmedical.com. The Compensation Committee held two meetings during the fiscal year ended December 31, 2023 and acted by unanimous
written consent three times.
The Compensation Committee acts pursuant to a written charter. The Compensation Committee makes recommendations to the Board of Directors and
management concerning salaries in general, determines executive compensation and approves incentive compensation for employees and consultants.
Corporate Governance Committee
The Corporate Governance Committee is composed of Messrs. Laxminarain, Burell and Wenderow. Each of the members of the Corporate Governance
Committee is independent. The Corporate Governance Committee acts pursuant to a written charter which is available through our website at
www.microbotmedical.com. The Corporate Governance Committee acted by unanimous written consent one time during the fiscal year ended December
31, 2023.
The Corporate Governance Committee oversees nominations to the Board and considers the experience, ability and character of potential nominees to serve
as directors, as well as particular skills or knowledge that may be desirable in light of the Company’s position at any time. From time to time, the Corporate
Governance Committee may engage the services of a paid search firm to help the Corporate Governance Committee identify potential nominees to the
Board. The Corporate Governance Committee and Board seek to nominate and appoint candidates to the Board who have significant business experience,
technical expertise or personal attributes, or a combination of these, sufficient to suggest, in the Board’s judgment, that the candidate would have the ability
to help direct the affairs of the Company and enhance the Board as a whole. The Corporate Governance Committee may identify potential candidates
through any reliable means available, including recommendations of past or current members of the Board from their knowledge of the industry and of the
Company. The Corporate Governance Committee also considers past service on the Board or on the board of directors of other publicly traded or
technology focused companies. The Corporate Governance Committee has not adopted a formulaic approach to evaluating potential nominees to the Board;
it does not have a formal policy concerning diversity, for example. Rather, the Corporate Governance Committee weighs and considers the experience,
expertise, intellect, and judgment of potential nominees irrespective of their race, gender, age, religion, or other personal characteristics. The Corporate
Governance Committee may look for nominees that can bring new skill sets or diverse business perspectives. Potential candidates recommended by
security holders will be considered as provided in the company’s “Policy Regarding Shareholder Candidates for Nomination as a Director,” which sets
forth the procedures and conditions for such recommendations. This policy is available through our website at www.microbotmedical.com.
38
Director Oversight and Qualifications
While management is responsible for the day-to-day management of the risks the company faces, the Board, as a whole and through its committees, has
responsibility for the oversight of risk management. An important part of risk management is not only understanding the risks facing the company and what
steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. In support of this oversight
function, the Board receives regular reports from our Chief Executive Officer and members of senior management on operational, financial, legal, and
regulatory issues and risks. The Audit Committee additionally is charged under its charter with oversight of financial risk, including the company’s internal
controls, and it receives regular reports from management, the company’s internal auditors and the company’s independent auditors. The chairman of the
Board and independent members of the Board work together to provide strong, independent oversight of the company’s management and affairs through its
standing committees and, when necessary, special meetings of directors.
Code of Business Conduct and Ethics and Compensation Recovery
We have adopted a Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of our code of ethics is
posted on our website at www.microbotmedical.com. We intend to disclose any substantive amendment or waivers to this code on our website. There were
no substantive amendments or waivers to this code in 2023.
In the fourth quarter of 2023, the Company adopted a clawback policy which implements the incentive-based compensation recovery provisions of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the listing standards of Nasdaq, and requires recovery of
incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the
Company is required to prepare an accounting restatement.
Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity
securities, to file with the SEC reports of ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10%
beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such
forms furnished to us, or written representations from the reporting persons that no Form 5 was required, we believe that, during the fiscal year ended
December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners have been met.
Item 11. Executive Compensation.
The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the
Company for the periods indicated.
Name and Principal Position Year
Salary
($)
Bonus
($)
Harel Gadot
CEO, President & Chairman
2023
2022
372,521
514,049
386,000(2)
300,000(5)
Simon Sharon
CTO and GM
Eyal Morag
CMO (7)
Rachel Vaknin
CFO
2023
2022
195,901
255,621
87,022(2)
89,721(5)
2023
2022
146,403
284,024
82,878(2)
89,164(5)
2023
2022
139,601
142,012
27,626(2)
-
Stock
Awards
($)
Option
Awards
($) (1)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total ($)
-
-
-
-
-
-
-
-
470,302
971,217
88,418
65,114
101,356
90,836
76,533
45,263
-
-
55,300(3)
52,900(4)
1,284,123
1,838,166
-
-
-
-
-
-
98,589(6)
115,874(6)
469,930
526,330
181,235(8)
137,245(8)
511,872
601,269
45,743(9)
47,372(9)
289,503
234,647
(1) Amounts shown do not reflect cash compensation actually received by the named executive officer. Instead, the amounts shown are the non-cash
aggregate grant date fair values of stock option awards made during the periods presented as determined pursuant to ASC Topic 718 and excludes the
effect of forfeiture assumptions. The assumptions used to calculate the fair value of stock option awards are set forth under Note 10 to the Consolidated
Financial Statements of the Company for the fiscal year ended December 31, 2023 included in this Annual Report on Form 10-K.
(2) Represents bonus for the 2022 fiscal year, which amount was actually paid in 2023.
(3) All Other Compensation includes contributions to the named executive officer’s 401(k) Plan, and a yearly automobile allowance.
(5) Represents bonus for the 2021 fiscal year, which amount was actually paid in 2022.
(6) All Other Compensation includes contributions or payments to the named executive officer’s convalescence pay, pension fund, work disability
insurance, severance fund, education fund, and social security, and yearly automobile allowance.
(7) On August 29, 2023, Dr. Morag resigned from his position with the Company, effective November 29, 2023.
(8) All Other Compensation includes contributions or payments to the named executive officer’s convalescence pay, pension fund, work disability
insurance, severance fund, education fund, and social security. It also includes a yearly automobile allowance and, for the 2023 fiscal year, payments
for accrued vacation days upon termination of employment.
(9) All Other Compensation includes contributions or payments to the named executive officer’s convalescence pay, pension fund, work disability
insurance, severance fund, education fund, and social security.
39
Outstanding Equity Awards at Fiscal Year-End
The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended December
31, 2023.
Option Awards
Stock Awards
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Number
of
Shares
or Units
of Stock
That
Have
Not
Market
value of
Shares
of Units
of Stock
That
Have
Not
Vested
Vested
Vested
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Option
Exercise
Price
Option
Expiration
Date
77,846
120,847
166,666
190,000
62,500
64,000
-
10,000
14,170
15,625
11,375
-
12,500
4,750
5,200
-
25,000
15,625
- $
-
-
-
37,500
96,000
80,000
4.20
15.75
9.64
8.48
6.48
3.73
2.43
1/01/2025
9/14/2027
2/25/2030
02/01/2031
01/26/2032
12/21/2032
08/01/2033
-
-
9,375
23,625
17,500
7,500
5,250
7,800
17,500
9.00
5.95
6.48
3.48
2.43
6.48
4.80
3.73
2.43
08/13/2028
08/12/2029
01/26/2032
12/21/2032
08/01/2033
01/26/2032
07/18/2032
12/21/2032
08/01/2033
-
-
6.16
6.48
02/29/2024
02/29/2024
Name
Harel Gadot
Simon Sharon
Rachel Vaknin
Eyal Morag
Executive Employment Agreements
Harel Gadot Employment Agreement
The Company entered into an employment agreement (the “Gadot Agreement”) with Harel Gadot on November 28, 2016, to serve as the Company’s
Chairman of the Board of Directors and Chief Executive Officer, on an indefinite basis subject to the termination provisions described in the Agreement.
The Gadot Agreement was amended most recently on January 26, 2022, with a subsequent annual salary increase on December 21, 2022. Mr. Gadot’s
annual base salary for 2023 was $530,450; however, as a result of the Company’s May 2023 cost reduction plan, Mr. Gadot agreed to a 50% reduction of
his base salary, with reinstatement of his full base salary effective as of January 1, 2024. The salary is reviewed on an annual basis by the Compensation
Committee of the Company to determine potential increases taking into account such performance metrics and criteria as established by Mr. Gadot and the
Company.
Effective as of January 26, 2022, Mr. Gadot shall also be entitled to receive a target annual cash bonus of up to a maximum amount of 75% of base salary.
For the 2023 fiscal year, Mr. Gadot received (a) a cash bonus of $298,377, payable (i) 50% ($149,188.50) in the event we raise at least $3.0 million in new
money by June 30, 2024 and (ii) 50% ($149,188.50) in the event we raise at least $6 million in new money by September 30, 2024 (cumulative, so if $3.0
million is not raised by June 30, 2024 but the full $6.0 million is raised by September 30, 2024, the full amount is payable) and (b) a bonus in the form of
79,567 stock options.
Mr. Gadot shall be further entitled to a monthly automobile allowance and tax gross up on such allowance of $1,150. Upon execution of the Gadot
Agreement, he was granted options to purchase shares of common stock of the Company representing 5% of the issued and outstanding shares of the
Company. Since then, the Compensation Committee of the Board of Directors considers the granting to Mr. Gadot of additional compensatory options on
an annual basis. Most recently, in August 2023, the Company granted Mr. Gadot 80,000 options, and in February 2024, the Company granted Mr. Gadot an
aggregate of 240,000 options (exclusive of the bonus options described above).
40
In the event Mr. Gadot’s employment is terminated as a result of death, Mr. Gadot’s estate would be entitled to receive any earned annual salary, bonus,
reimbursement of business expenses and accrued vacation, if any, that is unpaid up to the date of Mr. Gadot’s death.
In the event Mr. Gadot’s employment is terminated as a result of disability, Mr. Gadot would be entitled to receive any earned annual salary, bonus,
reimbursement of business expenses and accrued vacation, if any, incurred up to the date of termination.
In the event Mr. Gadot’s employment is terminated by the Company for cause, Mr. Gadot would be entitled to receive any compensation then due and
payable incurred up to the date of termination.
In the event Mr. Gadot’s employment is terminated by the Company without cause, he would be entitled to receive (i) any earned annual salary; (ii) 12
months’ pay and full benefits, (iii) a pro rata bonus equal to the maximum target bonus for that calendar year; (iv) the dollar value of unused and accrued
vacation days; and (v) applicable premiums (inclusive of premiums for Mr. Gadot’s dependents) pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended, for twelve (12) months from the date of termination for any benefits plan sponsored by the Company. In addition,
100% of any unvested portion of his stock options shall immediately vest and become exercisable.
The agreement contains customary non-competition and non-solicitation provisions pursuant to which Mr. Gadot agrees not to compete and solicit with the
Company. Mr. Gadot also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Rachel Vaknin Employment Agreement
The Company entered into an employment agreement (the “Vaknin Agreement”), dated November 22, 2021, with Ms. Vaknin, amended as of May 15,
2023 (the “Vaknin Addendum”), to serve as the Company’s Chief Financial Officer, on an indefinite basis subject to the termination provisions described in
the Vaknin Agreement. The salary is reviewed on an annual basis by the Compensation Committee of the Company to determine potential increases taking
into account such performance metrics and criteria as established by the Company. Ms. Vaknin was to receive an annual base salary in 2023 of $170,000;
however, as a result of the Company’s May 2023 cost reduction plan and the Vaknin Addendum, Ms. Vaknin’s gross monthly salary was decreased to a
gross amount of NIS 35,000 and social and fringe benefits due to Ms. Vaknin were calculated based upon the updated salary, excluding sick days and
vacation days which continued to be accumulated per her existing Agreement. The reinstatement of her full base salary was effective as of November 1,
2023.
Ms. Vaknin shall also be entitled to receive a target annual cash bonus, based on certain milestones, of up to a maximum amount of 35% (increased from
25% in February 2024) of her annual salary. For the 2023 fiscal year, Ms. Vaknin received a cash bonus of 150,000 NIS (approximately $41,000), payable
50% immediately and 50% payable in the event we raise at least $3.0 million in new money by September 30, 2024.
Ms. Vaknin shall be further entitled to a monthly automobile allowance not to exceed NIS 1,000 per month plus expenses and applicable taxes, and
originally was granted options to purchase 20,000 shares of common stock of the Company based on vesting and other terms set forth in the Vaknin
Agreement. Since then, the Compensation Committee of the Board of Directors considers the granting to Ms. Vaknin of additional compensatory options
on an annual basis. Most recently, in August 2023, the Company granted Ms. Vaknin 17,500 options and in February 2024, the Company granted Ms.
Vaknin an aggregate of 52,500 options.
Pursuant to the Vaknin Agreement, the Company shall pay an amount equal to 8.33% of Ms. Vaknin’s salary to be allocated for severance pay, 6.5% of Ms.
Vaknin’s salary to be allocated for pension savings and 7.5% to be allocated to an educational fund. The Company may have additional payment
obligations for disability insurance as specified in the Vaknin Agreement.
Either the Company or Ms. Vaknin may terminate the Vaknin Agreement at its discretion at any time by providing the other party with two months prior
written notice of termination (the “Advance Notice Period”).
The Company may terminate the Vaknin Agreement “For Cause” (as defined in the Vaknin Agreement) at any time by written notice without the Advance
Notice Period.
The Vaknin Agreement contains customary non-competition and non-solicit provisions pursuant to which Ms. Vaknin agrees not to compete and solicit
with the Company. Ms. Vaknin also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Simon Sharon Employment Agreement
The Company entered into an employment agreement, dated as of March 31, 2018 and amended pursuant to a First Amendment to Employment Agreement
dated as of April 19, 2021 (as so amended, the “Sharon Agreement”), as further amended as of May 15, 2023 (the “Sharon Addendum”), with Mr. Sharon,
to serve as the Company’s Chief Technology Officer and the General Manager of Microbot Israel, on an indefinite basis subject to the termination
provisions described in the Sharon Agreement.
41
The salary is reviewed on an annual basis by the Compensation Committee of the Company to determine potential increases taking into account such
performance metrics and criteria as established by the Company.
Pursuant to the terms of the Sharon Agreement, Mr. Sharon was to have received in 2023 a combined base salary and overtime payment of NIS 74,160 per
month. For 2023, as a result of the Company’s May 2023 cost reduction plan and the Sharon Addendum, Mr. Sharon’s gross monthly salary was decreased
to a gross amount of NIS 44,496 and social and fringe benefits due to Mr. Sharon were calculated based upon the updated salary, excluding sick days and
vacation days which continued to be accumulated per the Sharon Agreement. The reinstatement of his full base salary was effective as of November 1,
2023.
Mr. Sharon is also entitled to receive an annual cash bonus of up to 35% of the annual combined salary and overtime payment, based on certain
performance factors established and assessed by the Compensation Committee of the Board of Directors of the Company. For the 2023 fiscal year, Mr.
Sharon received a cash bonus of 311,472 NIS (approximately $85,000), payable 50% immediately and 50% payable in the event we raise at least $3.0
million in new money by September 30, 2024.
Mr. Sharon shall be further entitled to a monthly automobile allowance plus a tax gross up to cover taxes relating to the grant of such motor vehicle, and
pursuant to the Sharon Agreement was initially granted options in 2018 to purchase 150,000 shares (pre-stock split) of common stock of the Company.
Since then, the Compensation Committee of the Board of Directors considers the granting to Mr. Sharon of additional compensatory options on an annual
basis. Most recently, in August 2023, the Company granted Mr. Sharon 17,500 options and in February 2024, the Company granted Mr. Sharon an
aggregate of 52,500 options.
Pursuant to the Sharon Agreement, the Company pays to (unless agreed otherwise by the parties) an insurance company or a pension fund, for Mr. Sharon,
an amount equal to 8.33% of the base salary and overtime payments, which shall be allocated to a fund for severance pay, and an additional amount equal
to 6.5% of the base salary and overtime payments, which shall be allocated to a provident fund or pension plan. The Company also pays an additional sum
for disability insurance to insure Mr. Sharon for up to 75% of base salary and overtime payments, and 7.5% of each monthly payment to be allocated to an
educational fund.
Either the Company or Mr. Sharon may terminate the Sharon Agreement without cause (as defined in the Sharon Agreement) by providing the other party
with ninety days prior written notice.
The Company may terminate the Sharon Agreement for cause at any time by written notice without any advance notice.
The Sharon Agreement contains customary non-competition and non-solicit provisions pursuant to which Mr. Sharon agrees not to compete and solicit with
the Company. Mr. Sharon also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Juan Diaz-Cartelle Employment Agreement
We entered into an employment agreement (the “Diaz-Cartelle Agreement”), effective as of December 1, 2023, with Dr. Diaz-Cartelle, to serve as Chief
Medical Officer on an indefinite basis subject to the termination provisions described in the Diaz-Cartelle Agreement. Pursuant to the terms of the
Agreement, Dr. Diaz-Cartelle shall receive an annual base salary of $350,000, which shall be reviewed on an annual basis by the Company’s Compensation
Committee, which may provide for increases as it may determine, taking into account such performance metrics and criteria of Dr. Diaz-Cartelle and the
Company in its sole discretion.
Dr. Diaz-Cartelle shall also be entitled to receive a target annual cash bonus, based on corporate performance factors established and assessed by the
Compensation Committee, of up to a maximum amount of 30% of his annual base salary.
Dr. Diaz-Cartelle was granted 10-year options to purchase 25,000 shares of common stock of the Company pursuant to the Company’s 2020 Omnibus
Performance Award Plan, as amended, having an exercise price per share based on the closing price of the Company’s common stock on the date of grant,
and which vests in total over three years. He shall also be entitled to receive additional incentive equity awards on an annual basis at the discretion of the
Compensation Committee, and in February 2024, the Company granted Mr. Diaz-Cartelle an aggregate of 35,000 options.
Subject to the terms and conditions of the Agreement, either the Company or Dr. Diaz-Cartelle shall have the right to earlier terminate Dr. Diaz-Cartelle’s
employment at any time for any reason or no reason upon at least one month prior written notice.
The Company may terminate the Agreement for “Cause” (as defined in the Diaz-Cartelle Agreement) at any time by written notice, subject to Dr. Diaz-
Cartelle’s right to cure as provided in the Diaz-Cartelle Agreement. Upon Dr. Diaz-Cartelle’s termination of employment for Cause, or if Dr. Diaz-Cartelle
shall terminate without Good Reason (as defined below), Dr. Diaz-Cartelle shall forfeit the right to receive any and all further payments under the Diaz-
Cartelle Agreement, other than the right to receive any compensation then due and payable to him through to the date of termination.
42
Dr. Diaz-Cartelle may terminate the Agreement with “Good Reason” (as defined in the Diaz-Cartelle Agreement) at any time by written notice, subject to
the Company’s right to cure as provided in the Diaz-Cartelle Agreement. In the event of the termination of Dr. Diaz-Cartelle’s employment by the
Company without Cause or upon Dr. Diaz-Cartelle’s voluntary termination of his employment for Good Reason, (i) all amounts of base salary accrued but
unpaid as of the termination date shall be paid by the Company within thirty days following the date of termination, (ii) an amount equal to the base salary
on the date of termination for a period of one month (in the event such termination is on or prior to the one year anniversary of the Diaz-Cartelle
Agreement) or two months (in the event such termination is subsequent to the one year anniversary of the Diaz-Cartelle Agreement) shall be paid by the
Company in twelve equal monthly installments, (iii) the dollar value of unused and accrued vacation days shall be paid by the Company; and (iv)
applicable premiums (inclusive of premiums for his dependents) shall be paid by the Company pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended, for twelve months from the date of termination for any benefits plan sponsored by the Company.
The Company may terminate the Diaz-Cartelle Agreement as a result of any mental or physical disability or illness which results in (i) Dr. Diaz-Cartelle
being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or
(ii) Dr. Diaz-Cartelle being subject to a permanent or indefinite inability to perform essential functions based on the reasonable opinion of a qualified
medical provider chosen in good faith by the Company. Termination will be effective on the date designated by the Company, and Dr. Diaz-Cartelle will be
paid any unpaid earned base salary, earned target bonus (if any), reimbursement of business expenses and accrued vacation, if any, and benefits through the
date of termination.
The Diaz-Cartelle Agreement contains customary non-competition and non-solicit provisions pursuant to which Dr. Diaz-Cartelle agrees not to compete
and solicit with the Company. Dr. Diaz-Cartelle also agreed to customary terms regarding non-disparagement, confidentiality and ownership of intellectual
property.
Indemnification Agreements
The Company generally enters into indemnification agreements with each of its directors and executive officers. Pursuant to the indemnification
agreements, the Company has agreed to indemnify and hold harmless these current and former directors and officers to the fullest extent permitted by the
Delaware General Corporation Law. The agreements generally cover expenses that a director or officer incurs or amounts that a director or officer becomes
obligated to pay because of any proceeding to which he is made or threatened to be made a party or participant by reason of his service as a current or
former director, officer, employee or agent of the Company, provided that he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company. The agreements also provide for the advancement of expenses to the directors and officers subject to
specified conditions. There are certain exceptions to the Company’s obligation to indemnify the directors and officers, and, with certain exceptions, with
respect to proceedings that he initiates.
Limits on Liability and Indemnification
We provide directors and officers insurance for our current directors and officers.
Our certificate of incorporation eliminate the personal liability of our directors to the fullest extent permitted by law. The certificate of incorporation further
provide that the Company will indemnify its officers and directors to the fullest extent permitted by law. We believe that this indemnification covers at least
negligence on the part of the indemnified parties. Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors,
officers, and controlling persons under the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
Director Compensation
The Company adopted in January 2021 an amended compensation package for the non-management members of its Board, pursuant to which each such
Board member would receive for his or her services $35,000 per year. Furthermore, each member of the Audit Committee of the Board receives an
additional $10,000 per year ($20,000 if Chairman), each member of the Compensation Committee of the Board receives an additional $7,500 per year
($15,000 if Chairman) and each member of the Corporate Governance and Nominating Committee of the Board receives an additional $5,000 per year
($10,000 if Chairman). Board members are also entitled to receive equity awards. Upon joining the Board, a member would receive an initial grant of
$190,000 of stock options (calculated as the product of the exercise price on the date of grant multiplied by the number of shares underlying the stock
option award required to equal $190,000), with an additional grant of stock options each year thereafter, to purchase such number of shares of the
Company’s common stock equal to $95,000, computed on a similar basis. As a result of the Company’s May 2023 cost reduction plan, the independent
members of the Board agreed to a suspension of their quarterly director fees, with reinstatement of such fees effective as of January 1, 2024.
43
The following table summarizes cash and equity-based compensation information for our outside directors, for the year ended December 31, 2023:
Name
Yoseph Bornstein
Scott Burell
Martin Madden
Prattipati Laxminarain
Aileen Stockburger
Tal Wenderow
Fees
earned
or paid
in cash
$ 13,125
$ 15,000
$ 15,000
$ 11,250
$ 10,625
$ 10,000
Stock
Awards
Option
Awards
(1)
Non-Equity
Incentive Plan
Compensation
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
Total
- $ 60,998
- $ 60,998
- $ 60,998
- $ 60,998
- $ 64,386
- $ 63,701
-
-
-
-
-
-
-
-
-
-
-
-
- $ 74,123
- $ 75,998
- $ 75,998
- $ 72,248
- $ 75,011
- $ 73,701
(1) Amounts shown do not reflect cash compensation actually received by the director. Instead, the amounts shown are the non-cash aggregate grant date
fair values of stock option awards made during the period presented as determined pursuant to U.S. GAAP. The assumptions used to calculate the fair
value of stock option awards are described in Note 10 to the Consolidated Financial Statements of the Company included in this Annual Report on
Form 10-K for the fiscal year ended December 31, 2023.
Mr. Gadot received compensation for his services to the Company as set forth under the summary compensation table above.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table shows the number of shares of our common stock beneficially owned, as of March 25, 2024, by (i) each of our directors, (ii) each of
our named executive officers, (iii) all of our current directors and executive officers as a group, and (iv) all those known by us to be a beneficial owner of
more than 5% of the Company’s common stock. In general, “beneficial ownership” refers to shares that an individual or entity has the power to vote or
dispose of, and any rights to acquire common stock that are currently exercisable or will become exercisable within 60 days of March 25, 2024. We
calculated percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 14,398,964
shares outstanding as of March 25, 2024. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within 60 days
of March 25, 2024 are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership
and percentage ownership of those persons possessing those securities, but not for any other persons.
This table is based on information supplied by each director, officer and principal stockholder of the Company. Except as indicated in footnotes to this
table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock
shown to be beneficially owned by them, based on information provided by such stockholders. Unless otherwise indicated, the address for each director,
executive officer and 5% or greater stockholders of the Company listed is: c/o Microbot Medical Inc., 288 Grove Street, Suite 388, Braintree, MA 02184.
Beneficial Owner
Harel Gadot(1)
Yoseph Bornstein(2)
Scott Burell(3)
Martin Madden(3)
Prattipati Laxminarain(3)
Aileen Stockburger(3)
Simon Sharon(3)
Tal Wenderow(3)
Rachel Vaknin(3)
Juan Diaz-Cartelle(3)
Eyal Morag(3)
All current directors and executive officers as a group (10 persons)(4)
* Less than 1%.
44
Number of Shares
Beneficially Owned
Percentage of Common
Stock Beneficially
Owned
1,031,273
292,854
50,826
50,826
50,826
45,730
83,357
44,139
51,112
-
-
1,700,943
6.74%
2.03%
*
*
*
*
*
*
*
-
-
10.82%
(1) Includes (i) 136,847 shares of our common stock owned by MEDX Ventures Group LLC, (ii) 77,846 shares of our common stock issuable upon the
exercise of options granted to MEDX Ventures Group LLC, and (iii) 816,580 shares of our common stock issuable upon the exercise of options
granted to Mr. Gadot. Mr. Gadot is the Chief Executive Officer, Company Group Chairman and majority equity owner of MEDX Venture Group, LLC
and thus may be deemed to share voting and investment power over the shares and options beneficially owned by this entity.
(2) Represents (i) 242,028 shares of our common stock owned by LSA - Life Science Accelerator Ltd. and (ii) 50,826 shares of our common stock
issuable to Mr. Bornstein upon exercise of options. Based on representations and other information made or provided to the Company by Mr.
Bornstein, Mr. Bornstein is the CEO and Director of LSA - Life Science Accelerator Ltd. and of Shizim Ltd., and Mr. Bornstein is the majority equity
owner of Shizim Ltd. Shizim Ltd. is the majority equity owner of LSA - Life Science Accelerator Ltd. Accordingly, Mr. Bornstein may be deemed to
share voting and investment power over the shares beneficially owned by these entities and has an address of 16 Irus Street, Rosh-Ha’Ayin Israel
4858022.
(3) Represents options to acquire shares of our common stock.
(4) Includes shares of our common stock issuable upon the exercise of options as set forth in footnotes (1), (2) and (3).
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related parties can include any of our directors or executive officers, certain of our stockholders and their immediate family members. Each year, we
prepare and require our directors and executive officers to complete Director and Officer Questionnaires identifying any transactions with us in which the
officer or director or their family members have an interest. This helps us identify potential conflicts of interest. A conflict of interest occurs when an
individual’s private interest interferes, or appears to interfere, in any way with the interests of the company as a whole. Our code of ethics requires all
directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify our general counsel, who serves as our
compliance officer. In addition, the Corporate Governance Committee is responsible for considering and reporting to the Board any questions of possible
conflicts of interest of Board members. Our code of ethics further requires pre-clearance before any employee, officer or director engages in any personal
or business activity that may raise concerns about conflict, potential conflict or apparent conflict of interest. Copies of our code of ethics and the Corporate
Governance Committee charter are posted on the corporate governance section of our website at www.microbotmedical.com.
There have been no related party transactions or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
Director Independence
NASDAQ’s listing standards and the Company’s Corporate Governance Guidelines require that the Company’s Board of Directors consist of a majority of
independent directors, as determined under the applicable NASDAQ listing rules.
The independent members of our Board are Messrs. Bornstein, Burell, Madden, Laxminarain and Wenderow, and Ms. Stockburger.
Item 14. Principal Accountant Fees and Services.
Audit and Tax Fees
The Board, upon the recommendation of the Audit Committee, has selected the independent accounting firm of Brightman Almagor Zohar & Co., a Firm in
the Deloitte Global Network, to audit the accounts of the Company for the year ending December 31, 2023.
The Audit Committee considered the tax compliance services provided by Brightman Almagor Zohar & Co. and Deloitte Israel & Co., concluded that
provision of such services is compatible with maintaining the independence of the independent accountants, and approved the provision by Brightman
Almagor Zohar & Co. of tax compliance services with respect to the year ending December 31, 2023.
The Audit Committee received the following information concerning the fees of the independent accountants for the years ended December 31, 2023 and
2022, has considered whether the provision of these services is compatible with independence of the independent accountants, and concluded that it is:
Audit Fees (1)
Tax Fees
All Other Fees (2)
For the Years Ended
December 31,
2023
2022
$
130,000 $
11,250
65,000
120,000
11,250
15,000
(1) Audit fees represents fees for the audit of our annual consolidated financial statements and reviews of the interim consolidated financial statements,
and review of audit-related SEC filings.
(2) Includes fees related to issuing a comfort letter and Auditor consents, for Registration Statements on Forms S-1 and S-3.
Audit and tax fees include administrative overhead charges and reimbursement for out-of-pocket expenses.
Pre-Approval Policies and Procedures
The Audit Committee has adopted policies and procedures for pre-approving all services (audit and non-audit) performed by our independent auditors. In
accordance with such policies and procedures, the Audit Committee is required to pre-approve all audit and non-audit services to be performed by the
independent auditors in order to assure that the provision of such services is in accordance with the rules and regulations of the SEC and does not impair
the auditors’ independence. Under the policy, pre-approval is generally provided up to one year and any pre-approval is detailed as to the particular service
or category of services and is subject to a specific budget. In addition, the Audit Committee may pre-approve additional services on a case-by-case basis.
45
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
PART IV
The financial statements are filed as part of this Annual Report on Form 10-K commencing on page F-1 and are hereby incorporated by reference.
(2) Financial Statement Schedules:
The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes
thereto.
(3) Exhibits:
The documents set forth below are filed herewith or incorporated by reference to the location indicated.
Exhibit
Number
2.1
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
Description of Document
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).
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).
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).
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).
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).
Certificate of Elimination (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2018).
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).
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).
Description of the Company’s Securities (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019).
Form of Series A Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2022)
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2022)
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 23, 2023)
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023)
Form of Warrant Amendment Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023)
Form of Series C Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023)
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023)
Form of Series D Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023)
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023)
Form of Inducement Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024)
Form of Placement Agent Investment Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2,
2024)
46
10.1
Form of Indemnification Agreement, between the Company and each of its Directors and Officers (incorporated by reference to the
Company’s Current Report on Form 8-K filed on November 29, 2016).
10.2*
Employment Agreement with Harel Gadot (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29,
2016).
10.3
License Agreement, dated June 20, 2012, by and between Technion Research and Development Foundation, and Microbot Medical Ltd.
(incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March
21, 2017).
10.4*
Form of Stock Option Agreement under the Microbot Medical Inc. 2017 Equity Incentive Plan (incorporated by reference to the Company’s
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2017, filed on November 14, 2017).
10.5
Agreement, dated January 4, 2018, by and between CardioSert Ltd. and Microbot Medical Ltd. (incorporated by reference to the Company’s
Current Report on Form 8-K filed on January 8, 2018).
10.6*
Employment Agreement with Dr. Eyal Morag (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019 filed on April 14, 2020).
10.7*
Microbot Medical Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on
Schedule 14A filed on August 11, 2017).
10.8*
Microbot Medical Inc. 2020 Omnibus Performance Award Plan (incorporated by reference to Exhibit A of the Company’s definitive Proxy
Statement on Schedule 14A filed on July 31, 2020)
10.9*
Form of Restricted Stock Unit Award Agreement under the Microbot Medical Inc. 2020 Omnibus Performance Award Plan (incorporated by
reference to Exhibit 4.2 of the registration Statement on Form S-8 of the Company filed on November 25, 2020)
10.10*
Form of NQO Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to
Exhibit 4.3 of the registration Statement on Form S-8 of the Company filed on November 25, 2020)
10.11*
Form of Restricted Stock Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by
reference to Exhibit 4.4 of the registration Statement on Form S-8 of the Company filed on November 25, 2020)
10.12*
Form of SAR Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to
Exhibit 4.5 of the registration Statement on Form S-8 of the Company filed on November 25, 2020)
10.13*
Form of ISO Award Agreement under the Microbot Medical Ltd. 2020 Omnibus Performance Award Plan (incorporated by reference to
Exhibit 4.6 of the registration Statement on Form S-8 of the Company filed on November 25, 2020)
10.14*
Employment Agreement, as of March 31, 2018, with Simon Sharon (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K
filed on April 7, 2021)
10.15*
First Amendment to Employment Agreement, dated as of April 19, 2021, with Simon Sharon (incorporated by reference to Exhibit 10.1 of
the Company’s Form 8-K filed on April 22, 2021)
10.16
At the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC
(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 10, 2021)
10.17**
Strategic Collaboration Agreement for Technology Co-Development with Stryker Corporation, acting through its Neurovascular Division
(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 27, 2021)
10.18
Asset Purchase Agreement with Nitiloop, Ltd. dated October 6, 2022 (incorporated by reference to the Registrant’s Current Report on Form
8-K filed on October 7, 2022)
10.19*
Employment Agreement with Rachel Vaknin (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 5,
2022)
10.20*
Second Amendment to Employment Agreement with Harel Gadot (incorporated by reference to the Company’s Current Report on Form 8-
K filed on February 1, 2022)
10.21
Letter Agreements dated March 18, 2021 between Microbot Medical Ltd. and Technion Research and Development Foundation Ltd.
(incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022, filed on March
31, 2023)
10.22
Form of Securities Purchase Agreement, dated as of October 21, 2022, by and among Microbot Medical Inc. and the purchaser party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2022)
10.23*
Addendum to Employment Agreement with Rachel Vaknin (incorporated by reference to the Company’s Current Report on Form 8-K filed
on May 22, 2023)
10.24*
Addendum to Employment Agreement with Simon Sharon (incorporated by reference to the Company’s Current Report on Form 8-K filed
on May 22, 2023)
10.25*
Addendum to Employment Agreement with Eyal Morag (incorporated by reference to the Company’s Current Report on Form 8-K filed on
May 22, 2023)
10.26*
Addendum to Employment Agreement with Eyal Morag. (incorporated by reference to the Company’s Current Report on Form 8-K filed on
May 22, 2023)
10.27
Form of Securities Purchase Agreement, dated as of May 22, 2023, by and among Microbot Medical Inc. and the purchasers party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 23, 2023)
47
10.28
Form of Securities Purchase Agreement, dated as of May 23, 2023, by and among Microbot Medical Inc. and the purchaser party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 24, 2023)
10.29
Form of Securities Purchase Agreement, dated as of June 2, 2023, by and among Microbot Medical Inc. and the purchasers party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 6, 2023)
10.30
Form of Securities Purchase Agreement, dated as of June 26, 2023, by and among Microbot Medical Inc. and the purchasers party thereto
(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2023)
10.31*
Employment Agreement with Juan Diaz-Cartelle, MD (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
November 21, 2023)
10.32
10.33
Form of Inducement Letter (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024)
Settlement Agreement and Release dated as of January 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on January 30, 2024)
10.34
Registration Rights Agreement dated as of January 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
on January 30, 2024)
21.1
Subsidiaries of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2016 and filed on March 21, 2017).
23.1
31.1
Consent of Independent Registered Public Accounting Firm
Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Harel Gadot, Chief Executive Officer)
31.2
Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Rachel Vaknin, Chief Financial Officer)
32.1
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Harel Gadot,
Chief Executive Officer)
32.2
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rachel Vaknin,
Chief Financial Officer)
97.1
Clawback Policy
101.INS 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)
Indicates Management contract or compensatory plan or arrangement
*
** Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly
disclosed.
Item 16. Form 10-K Summary
The Company has elected not to provide summary information.
48
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
MICROBOT MEDICAL INC.
/s/ Harel Gadot
Harel Gadot
President, Chief Executive Officer and Chairman
Dated: March 27, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature
/s/ Harel Gadot
Harel Gadot
/s/ Rachel Vaknin
Rachel Vaknin
/s/ Yoseph Bornstein
Yoseph Bornstein
/s/ Prattipati Laxminarain
Prattipati Laxminarain
/s/ Scott Burell
Scott Burell
/s/ Martin Madden
Martin Madden
/s/ Aileen Stockburger
Aileen Stockburger
/s/ Tal Wenderow
Tal Wenderow
Title
Date
Chairman, President and Chief Executive Officer
March 27, 2024
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
49
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
March 27, 2024
MICROBOT MEDICAL INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)
Consolidated Balance Sheets as of December 31, 2023, and 2022
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
Notes to the Consolidated Financial Statements
F-1
Page
F-2 – F-3
F-4
F-5
F-6
F-7
F-8 – F-33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Microbot Medical Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Microbot Medical Inc. and its subsidiary (the “Company”) as of December 31, 2023 and
2022, and the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows, for each of the two years in the period ended
December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1B to the
financial statements, the Company’s financial statements include a net loss of $ 10,740 thousand for the year ended December 31, 2023 and accumulated
deficit of $ 79,501 thousand as of December 31, 2023. The Company is dependent on its ability to obtain additional debt and/or equity in order to continue
its operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
F-2
Contingencies - Settlement of litigation resulting from the 2017 financing — Refer to Notes 9G and 16C to the financial statements.
Critical Audit Matter Description
On January 26, 2024, the Company entered into a settlement agreement and release with third parties, effectively resolving a lawsuit brought against the
Company in 2020. The lawsuit stemmed from securities purchase agreements made between the Company and the third parties in 2017. The settlement
amount consisted of a cash payment and shares of restricted common stock.
The Company concluded that the settlement agreement gave rise to loss contingency in the scope of Accounting Standards Codification Subtopic 450-20,
Contingencies – Loss Contingencies, and as of December 31, 2023, the Company recorded a contingent liability.
The settlement amount was recorded in the Company’s consolidated financial statements as non-operating loss, offset by loss recovery received from the
Company’s insurance company.
Given the significant judgments made by management with respect to the contingent liability arising from the settlement agreement and the loss recovery
received from the Company’s insurance company, performing audit procedures to evaluate the reasonableness of management’s assumptions and
conclusions concerning the recognition and measurement of the contingent liability and the insurance recovery receivables, required a high degree of
auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
● We read the settlement agreement, agreement with the Company’s insurance company, and other supporting documentation, followed by inquiries
with the Company’s external counsel and general counsel regarding the details of the agreements.
● With the assistance of our technical accounting specialists, we evaluated the management’s assessment and conclusion with regards to the
accounting treatment of the settlement agreement and loss recovery received from the Company’s insurance company. Our procedures included
evaluating the Company’s accounting memorandum and inquires with the management with regard to judgements made.
● We evaluated the Company’s calculation of the contingent liability.
● We evaluated the appropriateness of the disclosures in the financial statements pertinent to the settlement agreement and loss recovery received
from the Company’s insurance company by comparing management’s disclosures to audit evidence obtained.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A firm in the Deloitte Global Network
Tel Aviv, Israel
March 27, 2024
We have served as the Company’s auditor since 2013.
F-3
MICROBOT MEDICAL INC.
Consolidated Balance Sheets
U.S. dollars in thousands
(Except share and per share data)
Notes
2023
2022
As of December 31,
ASSETS
Current assets:
Cash and cash equivalents
Marketable securities
Short-term deposit
Restricted cash
Insurance recovery receivable related to legal settlement and legal
expenses
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating right-of-use assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payables
Lease liabilities
Legal settlement accrual
Accrued liabilities
Total current liabilities
Non-current liabilities:
Long-term lease liabilities
Total liabilities
Commitments and contingencies
Shareholders’ equity:
Common stock; $0.01 par value; 60,000,000 shares authorized as of
December 31, 2023 and 2022; 11,707,317 and 7,890,628 shares issued and
outstanding as of December 31, 2023 and 2022, respectively.
Additional paid-in capital
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
3
3,4
16C
5
7
6
6
16C
8
6
9
10
$
$
$
$
2,468 $
3,917
-
49
1,335
152
7,921
146
260
8,327 $
357 $
191
2,211
1,027
3,786
40
3,826
2,442
5,760
3
77
-
532
8,814
221
502
9,537
116
283
-
1,670
2,069
179
2,248
118
83,884
(79,501)
4,501
8,327 $
80
75,970
(68,761)
7,289
9,537
The accompanying notes are an integral part of these consolidated financial statements.
F-4
MICROBOT MEDICAL INC.
Consolidated Statements of Comprehensive Loss
U.S. dollars in thousands
(Except share and per share data)
Research and development, net
General and administrative, net
Operating loss
Financing income, net
Loss on disposal of property and equipment
Loss on legal settlement, net
Net loss
Basic and diluted net loss per share
Notes
12
13
16C
$
$
$
For the Years Ended
December 31,
2023
2022
(5,724) $
(4,131)
(9,855)
228
(2)
(1,111)
(10,740) $
(1.05) $
(7,736)
(5,545)
(13,281)
118
(5)
-
(13,168)
(1.81)
Basic and diluted weighted average common shares outstanding
10,199,984
7,260,344
The accompanying notes are an integral part of these consolidated financial statements.
F-5
MICROBOT MEDICAL INC.
Consolidated Statements of Shareholders’ Equity
U.S. dollars in thousands
(Except share and per share data)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Total
Shareholders’
Deficit
Equity
7,108,133
$
72
$
69,902 $
(55,593) $
14,381
782,495
-
-
7,890,628
3,816,689
-
-
11,707,317
$
8
-
-
80
38
-
-
118
$
4,316
1,752
-
75,970
-
-
(13,168)
(68,761)
6,520
1,394
-
83,884 $
-
-
(10,740)
(79,501) $
4,324
1,752
(13,168)
7,289
6,558
1,394
(10,740)
4,501
Balances, December 31, 2021
Issuance of common stock and warrants net of
issuance costs (*)
Share-based compensation
Net loss
Balances, December 31, 2022
Issuance of common stock and warrants net of
issuance costs (**)
Share-based compensation
Net loss
Balances, December 31, 2023
(*) Net of issuance costs in the amount of $676.
(**) Net of issuance costs in the amount of $1,075.
The accompanying notes are an integral part of these consolidated financial statements.
F-6
MICROBOT MEDICAL INC.
Consolidated Statements of Cash Flows
U.S. dollars in thousands
Operating activities:
Net loss
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation of property and equipment
Loss on legal settlement
Insurance recovery related to legal settlement
Interest income and unrealized gains from marketable securities, net
Loss on disposal of property and equipment
Share-based compensation
Changes in assets and liabilities:
Prepaid expenses and other assets
Other payables and accrued liabilities
Net cash flows used in operating activities
Investing activities:
Short-term deposit
Purchase of property and equipment
Proceeds from maturities of marketable securities
Purchase of marketable securities
Proceeds from sales of marketable securities
Net cash flows provided by (used in) investing activities
Financing activities:
Issuance of common stock and warrants, net of issuance costs
Net cash flows provided by financing activities
Decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at ending of year
Supplemental disclosure of cash flow information:
Cash received from interest
Right-of-use assets obtained in exchange for lease liabilities
For the Years Ended
December 31,
2023
2022
$
(10,740) $
(13,168)
106
2,211
(1,335)
(160)
2
1,394
672
(683)
(8,533)
3
(33)
9,164
(10,060)
2,899
1,973
6,558
6,558
(2)
2,519
2,517 $
130 $
50 $
102
-
-
(12)
5
1,752
13
(241)
(11,549)
(3)
(84)
-
(3,749)
-
(3,836)
4,324
4,324
(11,061)
13,580
2,519
51
103
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-7
MICROBOT MEDICAL INC.
NOTES TO 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 preclinical medical device company specializing in the research, design and development of next
generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on
leveraging its micro-robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.
The Company incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of
Incorporation was restated on February 14, 1992 to change the name of the Company to Cyto Therapeutics, Inc. On May 24, 2000, the
Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc.
On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with
Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). On the same
day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29,
2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.
The Company and its subsidiary are sometimes collectively referred to as the “Company” as the context may require.
B. Risk Factors:
Going Concern
To date, the Company has not generated revenues from its operations. As of December 31, 2023, the Company had cash equivalents and
marketable securities balance of approximately $6,385, excluding restricted cash. Due to continuing research and development activities, the
Company expects to continue to incur additional losses for the foreseeable future. The Company implemented a cost reduction program in
May 2023, and consummated capital raises in May and June 2023 and in January 2024. The Company will 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. 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.
Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
F-8
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
B. Risk Factors:
War in Israel
On October 7, 2023, the State of Israel, where the Company’s operations are primarily based, suffered a surprise attack by hostile forces from
Gaza, which led to the declaration by Israel of the “Iron Swords” military operation. This military operation and related activities are on-going
as of the issuance date of these financial statements.
The Company has considered various ongoing risks relating to the military operation and related matters, including:
●
●
That some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are
currently only partially active, as instructed by the relevant authorities; and
A slowdown in the number of international flights in and out of Israel.
The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its
Israel-based activities to support future clinical and regulatory milestones, including the Company’s ability to import materials that are
required to construct the Company’s devices and to ship them outside of Israel. As of the issuance date of these financial statements, the
Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor the
situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support
the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in the event of any such
escalation or change.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the preparation of the financial statements are as follows:
A. Basis of presentation:
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“US GAAP”).
B. Financial statement in U.S. dollars:
The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in
which the Company has operated and expects to continue to operate in the foreseeable future.
Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign
currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10,
“Foreign Currency Translation”.
All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in
the statements of comprehensive loss as financial income or expenses, as appropriate.
C. 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.
F-9
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
D. Principles of consolidation:
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Inter-company balances and
transactions have been eliminated in consolidation.
E. Reclassification of prior year disclosures:
Certain prior year amounts have been reclassified for consistency with the current year disclosures. These reclassifications had no effect on
the reported consolidated balance sheets, the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows.
F. Acquisitions of assets:
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for
as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross
assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is
accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired
inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in
the application of the screen test to determine whether an acquisition is accounted for as business combination or an acquisition of assets.
G. Cash and cash equivalents:
Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing
time deposits) with original maturities of three months or less at the date of purchase.
H. Restricted cash:
Restricted cash of $49 as of December 31, 2023, serves as collateral for the Company’s lease agreement, and $77 as of December 31, 2022,
serves as collateral for lease agreements and credit cards.
I. Fair value of financial instruments:
The carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of these instruments.
The Company measures the fair value of certain of its financial instruments (such as marketable securities) on a recurring basis. The method
of determining the fair value of marketable securities is discussed in Note 4 below.
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.
J. Concentrations of credit risk:
Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents and marketable
securities. The Company holds these investments in highly rated financial institutions. These amounts at times may exceed federally insured
limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on
these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option
contracts, or other hedging arrangements.
F-10
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
K. Property and equipment:
Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over
the estimated useful lives of the assets, at the following annual rates:
Research equipment and software
Furniture and office equipment
Leasehold improvements
%
25-33
7
Over the lease period
The Company assesses property and equipment impairment whenever events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by
the property and equipment assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment
exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s estimated fair value and its
carrying value. For property and equipment assets, the estimate of fair value is typically based on a discounted cash flow model. As of
December 31, 2023, and 2022, no impairment charge has been recorded.
L. Liabilities due to termination of employment agreements:
Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963
(“Article 14”). According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with
insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli
Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the
Company’s balance sheets.
As for the U.S. employees, the Company has certain defined contribution plans, including a 401(k)-retirement plan in the U.S., whereby
contributions made by eligible employees are matched by the Company with certain limitations.
M. 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 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.
N. Basic and diluted net loss per share:
Basic net loss per share is calculated by dividing net loss attributable to common stock shareholders by the weighted average number of
shares of common stock outstanding during the year without consideration of potentially dilutive securities. For purposes of the diluted net
loss per share attributable to common shareholders calculation, stock options and warrants are considered to be common stock equivalents.
All common stock equivalents have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023
and December 31, 2022, as their effect would be anti-dilutive. Therefore, basic and diluted net loss per share were the same for both years
presented. In the calculation of the basic and diluted net loss, the Company included warrants that would be exercised for no or little
consideration and are exercisable with no contingencies.
O. General and administrative expenses, net:
General and administrative expenses are charged to the statement of comprehensive loss as incurred. Insurance loss recoveries are recognized
when the amount is determinable and approved by the insurance company and applied as a deduction from general and administrative
expenses. General and administrative expenses, net, for the years ended December 31, 2023 and 2022, were offset by insurance loss
recoveries in the amounts of approximately $281 and $156, respectively.
P. Research and development expenses, net:
Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research
and development projects and others are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and
applied as a deduction from the research and development expenses. See Note 2V below.
F-11
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Q. 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 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.
The expected stock option term is calculated for stock options granted using the “simplified” method. 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.
R. Income taxes:
The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are
expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023, and 2022, the Company had a full valuation
allowance against deferred tax assets.
F-12
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
S. Marketable securities:
The Company invests in various debt securities and an equity security. Debt securities consist of U.S. treasury securities. Equity security
consist of a mutual fund. The Company records these investments in the consolidated balance sheet at fair value. For all of the Company’s
debt securities, the Company elected the fair value option and thus all unrealized gains or losses for these securities are reflected in the
statements of comprehensive loss as financial income or expenses, as appropriate. Unrealized gains or losses for the equity security are
reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. The Company classifies its investments as
current based on the nature of the investments and their availability for use in current operations.
T. Leases:
The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease long-term right-of-
use assets (“ROU”), and corresponding as lease liabilities (current portion), and as operating long-term lease liabilities, on the Company’s
consolidated balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the
lease term at commencement date. The Company’s leases do not provide an implicit interest rate. The Company calculates the incremental
borrowing rate to reflect the interest rate that it would have to pay to borrow on a collateralized basis an amount equal to the lease payments
in a similar economic environment over a similar term and considers the Company’s historical borrowing activities and market data in this
determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs
incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise
that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which it accounts for as a single lease component. The Company
has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-
term leases on the Company’s ROU assets and lease liabilities was not material. The Company’s lease agreements do not contain any material
residual value guarantees or material restrictive covenants. In addition, the Company does not have any related party leases.
F-13
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
U. Contingencies:
Management records and discloses legal contingencies in accordance with 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. Refer to Note 16C below.
The Company carries liability insurance to mitigate its exposure to losses, including litigation losses. The Company records the estimated
amount of expected insurance proceeds for litigation losses incurred as an asset (typically a receivable from the insurer) and offset to losses up
to the amount of the losses incurred when the amount is determinable and approved by the insurance company. Refer to Note 2O above and
Note 16C below.
V. Government grants:
Government grants which are received from the Israeli Ministry of Economy and Israel Innovation Authority (“IIA”) by way of participation
in research and development that is conducted by Microbot Israel, are received in installments as the program progresses based on qualified
research spending. Grants received are recognized when the grant becomes receivable, provided there was reasonable assurance that Microbot
Israel will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received.
The grants are deducted from the research and development expenses as the applicable costs are incurred. Research and development
expenses, net, for the years ended December 31, 2023 and 2022, include participation in research and development expenses in the amount of
approximately $279 and $0, respectively.
W. Recently issued accounting pronouncements:
From time to time, new accounting pronouncements are issued by FASB, or other standard-setting bodies and adopted by the Company as of
the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a
material impact on our financial position or results of operations upon adoption.
NOTE 3 – CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
The following table sets forth our cash, cash equivalents and marketable securities as of December 31, 2023 and 2022:
Cash and cash equivalents:
Cash
U.S. treasury securities
Total cash and cash equivalents
Marketable securities:
Money market mutual funds
U.S. treasury securities
Total marketable securities
Total cash, cash equivalents and marketable securities
As of December 31,
2023
2022
2,468 $
-
2,468 $
1,420 $
2,497
3,917 $
6,385 $
1,195
1,247
2,442
1,999
3,761
5,760
8,202
$
$
$
$
$
The unrealized gains on our marketable securities were $59 and $12 for the years ended December 31, 2023 and 2022, respectively.
Treasuries have contractual maturities of less than 12 months.
F-14
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 4 - FAIR VALUE MEASUREMENTS
The following table summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such
measurements as of December 31, 2023 and 2022:
Marketable securities:
U.S. treasury securities
Money market mutual funds
Cash equivalents:
U.S. treasury securities
Marketable securities:
U.S. treasury securities
Money market mutual funds
Total
As of December 31, 2023
Level 2
Level 1
Level 3
$
$
2,497 $
1,420
3,917 $
2,497 $
1,420
3,917 $
- $
-
- $
Total
As of December 31, 2022
Level 2
Level 1
Level 3
$
1,247 $
1,247 $
- $
$
$
3,761 $
1,999
5,760 $
3,761 $
1,999
5,760 $
- $
-
- $
-
-
-
-
-
-
-
The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s
securities and 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 December 31, 2023 and 2022.
NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Amounts due from government institutions
Prepaid expenses and other receivables
As of December 31,
2023
2022
$
$
61 $
91
152 $
103
429
532
F-15
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 6 - LEASES
In November 2019, the Company signed an office space lease agreement for the period from November 2019 until October 2024. In addition,
the Company received an option to extend the lease agreement for an additional 5 years. The monthly lease payments are approximately $16.
To secure the lease payments the Company had issued a bank guarantee of $49 in favor of the facility’s lessor. Additionally, the Company
entered into agreements for car leases.
The following table presents the components of the Company’s lease cost and the classification of such costs in the Company’s consolidated
statements of comprehensive loss for the years ended December 31, 2023 and 2022:
Component of Lease Cost
Operating lease cost
Statements of Comprehensive Loss
Line Item
For the Years Ended December 31,
2023
2022
Research and development, net
$
279 $
300
Supplemental cash flow information related to operating leases was as follows:
Cash paid under operating lease agreements
$
283 $
344
Undiscounted maturities of future operating lease payments as of December 31, 2023 are summarized as follows:
For the Years Ended December 31,
2023
2022
As of December 31,
2023
2024
2025
2026
Total future lease payments
Less imputed interest
Total lease liabilities
208
48
21
277
(47)
231
The following table includes the weighted-average lease terms and discount rates for operating leases as of December 31, 2023 and 2022:
$
$
Operating leases weighted average remaining lease term (in years)
Operating leases weighted average discount rate
0.8
7%
2
9%
F-16
As of December 31,
2023
2022
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 7 - PROPERTY AND EQUIPMENT, NET
Historical Cost:
Research equipment and software
Leasehold improvement
Furniture and office equipment
Accumulated Depreciation:
Research equipment and software
Leasehold improvement
Furniture and office equipment
NOTE 8 - ACCRUED LIABILITIES
Employee-related liabilities
Other current liabilities
As of December 31,
2023
2022
177 $
229
233
639
109
181
203
493
146 $
143
229
236
608
63
135
189
387
221
As of December 31,
2023
2022
725 $
302
1,027 $
1,372
298
1,670
$
$
$
$
F-17
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 9 - COMMITMENTS AND CONTINGENCIES
A. Government grants:
Microbot Israel has received grants from the IIA for participation in research and development since 2013 through December 31, 2023
totaling approximately $1,804. This amount includes amounts received in 2023 of approximately $304, which are a portion of an additional
grant from the IIA in the amount of approximately NIS 1,620,000 (approximately $447) approved by the IIA on June 1, 2023, to further
finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic Surgical System.
In addition, as a result of the agreement with CardioSert Ltd. (“CardioSert”) on January 4, 2018, Microbot Israel took over the liability to
repay CardioSert’s IIA grants in the aggregate amount of approximately $530.
In addition, as a result of the agreement with Nitiloop, on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA
grants in the aggregate amount of approximately $925.
In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3.0%-5% of its future sales of the
products 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.
On December 11, 2022, the Company received approval for a grant from the Ministry of Economy, in the amount of NIS 300,000
(approximately $83), for participation in expenses related to the LIBERTY® Endovascular Robotic Surgical System in the U.S. market. As of
December 31, 2023, the Company received approximately $27 of such grant. In relation with the Ministry of Economy grant, the Company is
obligated to pay royalties amounting to 3% of future sales of the LIBERTY® Endovascular Robotic Surgical System up to the grant amount
plus interest.
B. TRDF agreement:
Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF
transferred to Microbot Israel a global, exclusive, royalty-bearing license (as amended, the “License Agreement”) with respect to the
Company’s Self-Cleaning Shunt (SCS) project and its TipCat assets in addition to certain technology relating to the Company’s LIBERTY®
Endovascular Robotic Surgical System. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales
(between 1.5%-3.0%) and on sublicense income as detailed in the License Agreement.
In October 2022 the Company suspended the SCS project and as a result of the Company’s May 2023 implementation of its core-business
focus program and cost reduction plan, the Company returned the licensed intellectual property for the TipCat back to TRDF in June 2023,
and returned the licensed intellectual property for the SCS (ViRob) back to TRDF in July 2023.
F-18
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 9 - COMMITMENTS AND CONTINGENCIES
C. Agreement with CardioSert Ltd.:
On January 4, 2018, Microbot Israel entered into an agreement with CardioSert (the “CardioSert Agreement”) to acquire certain of its patent-
protected technology (the “Technology”). Pursuant to the CardioSert Agreement, Microbot Israel made aggregate payments of $300 in cash
and 6,738 shares of common stock estimated at $74 to complete the acquisition.
The CardioSert Agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the
date of signing of the CardioSert Agreement except if Microbot Israel has invested more than $2,000 in certain development stages, or the
first commercial sale does not occur within 50 months. As of December 31, 2023, the 50 months period has expired and CardioSert can buy-
back the Technology at any time.
In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the right to buy back the Technology
from Microbot Israel for $1.00 (dollar not in thousands), upon 60 days prior written notice, but only 1 year after such termination events.
Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023,
Microbot Israel paid CardioSert a monthly consultation fee of NIS 40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to
the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology. As a result of its core-business focus
program and its cost reduction plan enacted in May 2023, the Company has terminated the CardioSert Agreement effective as of August 17,
2023 and ceased its research and development and commercialization efforts for, and maintaining, the Technology, which subsequent to the
balance sheet date resulted in CardioSert triggering its right to reacquire the Technology for nominal consideration. See Note 16E below.
D. 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. To date, we have not sold any shares of common stock pursuant to the ATM Agreement, and as of October 13, 2022,
the Company suspended the ATM Agreement, which otherwise remains in full force and effect subject to reactivation.
F-19
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 9 - COMMITMENTS AND CONTINGENCIES
E. Engagement letters with H.C. Wainwright:
In connection with registered direct and private placement offerings referred to in Note 10 below, the Company entered into engagement
letters (the “Engagement Letters”) with Wainwright on October 3, 2022, on May 16, 2023 and on October 24, 2023, pursuant to which
Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company.
As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the
gross proceeds received by the Company from offerings contemplated by the Engagement Letters, plus a management fee equal to 1.0% of
the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to
issue to Wainwright or its designees preferred investment options upon the closing of such offerings, equal to five (5.0%) percent of the
aggregate number of such shares of common stock in such offerings, including upon exercise for cash of any warrants issued to investors in
such offering.
F. Acquisition of Nitiloop’s assets:
On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product
related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property
and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the
“Technology”) and the products or potential products incorporating the Technology owned by Nitiloop and designated by Nitiloop as
“NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”).
Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain
renewal/maintenance fees for a European patent application.
In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed
$8,000, as follows:
●
●
Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and
Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the
technology as part of an integrated product.
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-20
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 9 - COMMITMENTS AND CONTINGENCIES
G. Litigation resulting from the 2017 financing:
The Company was named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient
II, LP, Hudson Bay Master Fund Ltd., (the “Plaintiffs”), against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New
York, County of New York (Index No. 651182/2020) (the “Lawsuit”). The complaint alleged, among other things, that the Company breached
multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017
equity financing (the “2017 Financing”), of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The
complaint sought rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the 2017 Financing.
The Lawsuit was settled in January 2024. Refer to Note 16C below.
H. Mona litigation:
On April 28, 2019, the Company brought an 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. The amount of profits was estimated in the complaint to be approximately $468.
On March 31, 2021, the Court entered a judgment against Mona and in favor of the Company in the amount of approximately $485.
Collection of the judgment was deferred pending resolution of Mona’s counterclaim.
On August 4, 2023, the Magistrate Judge issued a Report & Recommendation, which recommended that the District Court dismiss Mona’s
Section 10(b) counterclaim in the entirety. On August 22, 2023, the District Court adopted the Report and Recommendation in full and
dismissed the Section 10(b) counterclaim in its entirety. The time for appeal has expired and the Company is proceeding with collection
efforts for the $485 judgment against Mona (the “Judgment”).
The Court has permitted the Company’s ongoing execution efforts to continue notwithstanding Mona’s purported appeal of the Court’s denial
of his motion to vacate. On March 15, 2024, the Magistrate Judge issued an Order to Show Cause (“OTSC”) directing the liquidation of
certain of Mona’s accounts, and the transfer of the sale proceeds to the Company in partial satisfaction of the Judgment. The OTSC hearing is
scheduled to be held in the second quarter of 2024.
F-21
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
A. Share capital developments:
As of December 31, 2023 and 2022, the Company has 11,707,317 and 7,890,628 shares of common stock issued and outstanding,
respectively.
On October 21, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor
(the “Investor”), pursuant to which the Company issued and sold, in a registered direct offering priced at-the-market under the rules of The
Nasdaq Stock Market (the “Registered Offering”), (i) an aggregate of 782,495 shares of common stock, at an offering price of $4.89 per share
and (ii) pre-funded warrants exercisable for up to 240,000 shares of common stock (the “Pre-Funded Warrants”) to the Investor at an offering
price of $4.8899 per Pre-Funded Warrant, for aggregate gross proceeds from the Offerings (as defined below) of approximately $5,000 before
deducting the placement agent fee (as described below) and related offering expenses.
Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $0.0001 per share. The Pre-
Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full.
In a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”), the Company issued
to the Investor (i) Series A preferred investment options to purchase up to 1,022,495 shares of common stock (the “Series A Warrants”) at an
exercise price of $4.64 per share and (ii) Series B preferred investment options to purchase up to 1,022,495 shares of common stock (the
“Series B Warrants”) at an exercise price of $4.64 per share. Each Series A Warrant is exercisable immediately and will expire five years from
the initial exercise date. Each Series B Warrant is exercisable immediately and will expire two years from the initial exercise date.
F-22
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
On October 3, 2022 and in connection with the Offerings, the Company entered into an Engagement Letter with Wainwright as mentioned in
Note 9E, as compensation for such placement agent services, the Company paid Wainwright aggregate cash fees and reimbursed Wainwright
for its expenses aggregating approximately $565. The Company incurred other related offering expenses of $111. The Company also issued to
Wainwright or its designees warrants to purchase 51,125 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants
have a term of five years from the commencement of sales in the Offerings, and have an exercise price of $6.11 per share. The Company
estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $138.
On February 13, 2023, 240,000 of the Company’s outstanding pre-funded warrants were exercised into an equivalent number of shares of
common stock, at an exercise price of $0.0001 per share.
B. Registered direct and private placement offerings:
On May 22, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to
issue and sell in a registered direct offering an aggregate of 655,569 shares of common stock, at an offering price of $2.20 per share, for
aggregate gross proceeds of $1,442 before deducting the placement agent fee and related offering expenses of approximately $222 (the “First
May Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 32,778 shares of common
stock, which have a term of three and one-half years from the commencement of sales in the First May Offering, and have an exercise price of
$2.75 per share. The First May Offering was consummated on May 23, 2023. The Company estimated the fair value of the warrants using a
Black-Scholes options pricing model and concluded it is approximately $46.
On May 23, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to
issue and sell in a registered direct offering (i) an aggregate of 975,000 shares of common stock, at an offering price of $2.20 per share and
(ii) pre-funded warrants exercisable for up to 234,500 shares of the Company’s common stock, at an offering price of $2.1999 per pre-funded
warrant, for aggregate gross proceeds of $2,661 before deducting the placement agent fee and related offering expenses of approximately
$345 (the “Second May Offering”). The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-
funded warrants are exercised in full. The Second May Offering was consummated on May 24, 2023. All of such pre-funded warrants were
subsequently immediately exercised in accordance with their terms at an exercise price per share of $0.0001 into an equivalent number of
shares of common stock.
The Company also issued to Wainwright or its designees preferred investment options to purchase 60,476 shares of common stock, which
have a term of three and one-half years from the closing of the Second May Offering, and have an exercise price of $2.75 per share. The
Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $72.
F-23
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
Registered Direct and Private Placement Offerings:
On June 2, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue
and sell in a registered direct offering an aggregate of 701,756 shares of common stock, at an offering price of $2.1375 per share, for
aggregate gross proceeds, with the concurrent private placement described below, of $1,500 before deducting the placement agent fee and
related offering expenses of approximately $227 (the “First June Offering”). The Company also issued to Wainwright or its designees
preferred investment options to purchase 35,088 shares of its common stock, which have a term of five years from the commencement of
sales in the First June Offering, and have an exercise price of $2.6719 per share. The Company estimated the fair value of the warrants using a
Black-Scholes options pricing model and concluded it is approximately $58. The registered direct offering was consummated on June 6, 2023.
In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the First June Offering, series C
preferred investment options to purchase up to 350,878 shares of common stock. Each series C preferred investment option is exercisable for
one share of common stock at an exercise price of $2.075 commencing on the date of issuance and expiring five and one-half years from the
issuance date.
On June 26, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue
and sell in a registered direct offering an aggregate of 624,618 shares of its common stock, at an offering price of $3.25 per share, for
aggregate gross proceeds, with the concurrent private placement described below, of $2,030 before deducting the placement agent fee and
related offering expenses of approximately $281 (the “Second June Offering”). The Company also issued to Wainwright or its designees
preferred investment options to purchase 31,231 shares of its common stock, which have a term of five years from the commencement of
sales in the Second June Offering, and have an exercise price of $4.0625 per share. The Company estimated the fair value of the warrants
using a Black-Scholes options pricing model and concluded it is approximately $68. The registered direct offering was consummated on June
28, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the Second June
Offering, series D preferred investment options to purchase up to 312,309 shares of the Company’s common stock. Each series D preferred
investment option is exercisable for one share of common stock at an exercise price of $3.19 commencing on the date of issuance and
expiring five and one-half years from the issuance date.
The common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity.
The Company analyzed the accounting treatment for the series A preferred investment option, the series B preferred investment option, the
series C preferred investment option, the series D preferred investment option, and all of the pre-funded warrants issued to investors. Based
on the Company’s analysis all such warrants were classified as equity.
The Company analyzed the accounting treatment for all of the preferred investment options issued to Wainwright in the aforementioned
offerings. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such
preferred investment options are equity-classified awards.
C. Preferred investment options amendment:
In connection with the Second May Offering, the Company amended the terms of (i) the Series A preferred investment options to purchase
1,022,495 shares of its common stock for an exercise price of $4.64 per share which are scheduled to expire on October 25, 2027 and (ii) the
Series B preferred investment options to purchase 1,022,495 shares of its common stock for an exercise price of $4.64 per share which were
initially scheduled to expire on October 25, 2024 (the “Series B Preferred Investment Options”), in each case previously issued to the investor
in October 2022 under the securities purchase agreement dated October 21, 2022 (collectively, the “Existing Preferred Investment Options”),
which investor also participated in the Second May Offering, such that effective upon the closing of the Second May Offering, the Existing
Preferred Investment Options have a reduced exercise price of $2.20 per share and the Series B Preferred Investment Options expire on
October 25, 2027. These modifications to the Existing Preferred Investment Options represent issuance costs associated with the Second May
Offering. The Company estimated the amount of the effect of the modifications using a Black-Scholes option pricing model and concluded
that is approximately $1,230. On June 16, 2023, the holder of the Series B Preferred Investment Options exercised all of such Series B
Preferred Investment Options pursuant to its cashless exercise provision into 385,246 shares of common stock.
The grant date fair values of preferred investment options issued to Wainwright and preferred investment options issued to investors that were
modified in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following:
Expected volatility
Risk-free interest
Dividend yield
Expected terms (years)
F-24
For the Years Ended
December 31,
2023
2022
101.31%-122.39%
3.85%- 4.93%
-%
1.42-5
87.96%
4.25%
-%
4.99
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
D. Employee stock option grants:
During the year ended December 31, 2022, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and
CEO (the “CEO”), options to purchase an aggregate of 260,000 shares of the Company’s common stock, at an exercise price per share
ranging from $3.73-$6.48. The stock options vest over a period of three years as outlined in the option agreements evidencing such grants.
During the year ended December 31, 2022, the Company granted to certain employees, consultants and directors, options to purchase an
aggregate of 270,822 shares of the Company’s common stock, at an exercise price per share ranging from $3.73-$6.48. The stock options vest
over a period of three years as outlined in the option agreements evidencing such grants.
During the year ended December 31, 2023, the Company granted to the CEO, options to purchase an aggregate of 80,000 shares of the
Company’s common stock, at an exercise price per share of $2.43. The stock options vest over a period of three years as outlined in the option
agreements evidencing such grants.
During the year ended December 31, 2023, the Company granted stock option awards to certain officers, directors and employees to purchase
an aggregate of 631,308 shares of the Company’s common stock, at an exercise price per share ranging from $1.16-$3.48 with a vesting
period of three years.
A summary of the Company’s option activity related to options to employees and directors, and related information is as follows:
F-25
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
Employee stock option grants:
Outstanding as of December 31, 2022
Granted
Forfeitures
Outstanding as of December 31, 2023
Vested as of December 31, 2023
Outstanding as of December 31, 2021
Granted
Forfeitures
Outstanding as of December 31, 2022
Vested as of December 31, 2022
For the Year Ended
December 31, 2023
Number of stock
options
Weighted average
exercise price
1,507,137 $
711,308
(123,083)
2,095,362 $
1,176,118 $
7.31
1.75
5.78
5.51
7.74
For the Year Ended
December 31, 2022
Number of stock
options
Weighted average
exercise price
997,148 $
530,822
(20,833)
1,507,137 $
899,609 $
8.48
5.14
8.16
7.31
8.52
The Company recognizes forfeitures of outstanding options as they occur.
The intrinsic value is calculated as the difference between the fair market value of the common stock and the exercise price, multiplied by the
number of in-the-money stock options on those dates that would have been received by the stock option holders had all stock option holders
exercised their stock options on those dates as of December 31, 2023 and December 31, 2022, respectively.
As of December 31, 2023, and 2022, the aggregate intrinsic value of the outstanding options is $277 and $185, respectively, and the aggregate
intrinsic value of the exercisable options is $102 and $185, respectively.
The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $1.40 and $4.50,
respectively.
F-26
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
Employee stock option grants:
As of December 31, 2023, there were approximately $1,918 of total unrecognized compensation costs related to unvested share-based
compensation awards granted under the Share Incentive Plan. The costs are expected to be recognized over a weighted average period of 2.4
years.
The stock options outstanding as of December 31, 2023 and December 31, 2022, summarized by exercise prices, are as follows:
Exercise price $
0.00-0.01
1.00-3.73
4.2-7.26
8.16-9.64
15.3-15.75
Stock options
outstanding as
of December 31,
2023
Stock options
outstanding as
of December 31,
2022
61,577
860,808
639,232
380,872
152,873
2,095,362
61,577
211,000
687,482
380,872
166,206
1,507,137
Weighted
average
remaining
contractual life
– years as of
December 31,
2023
Weighted
average
remaining
contractual life
– years as of
December 31,
2022
Stock options
exercisable as
of December
31, 2023
Stock options
exercisable as
of December
31, 2022
2.3
9.6
6.3
6.6
3.7
F-27
3.3
10
8.0
7.6
4.8
61,577
95,925
484,871
380,872
152,873
1,176,118
61,577
-
315,807
356,019
166,206
899,609
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 10 - SHARE CAPITAL
Employee stock option grants:
The grant date fair values of employee stock options granted in the years ended December 31, 2023 and 2022 were estimated using the Black-
Scholes valuation model with the following:
Expected volatility
Risk-free interest
Dividend yield
Expected terms (years)
E. Warrants:
For the Years Ended
December 31,
2023
86.5%-98.2%
3.3%- 4.7%
-%
5.8
2022
111.2%-161.7%
1.7%- 3.7%
-%
6.2
The remaining outstanding warrants and terms as of December 31, 2023 and 2022 are as follows:
Issuance date
Series A (2013)
Warrant to underwriters December 2019
Warrant to underwriters December 2019
Warrant to underwriters December 2019
Series A October 2022
Series B October 2022
Prefunded warrants October 2022
Warrant to underwriters October 2022
Warrant to underwriters May 2023
Warrant to underwriters May 2023
Warrant to underwriters June 2023
Warrant series C June 2023
Warrant to underwriters June 2023
Warrant series D June 2023
(*) Less than $0.01.
Outstanding and
exercisable as of
December 31, 2023
-
-
-
-
1,022,495
-
-
51,125
32,778
60,476
35,088
350,878
31,231
312,309
Outstanding and
exercisable as of
December 31, 2022
Exercise Price
183 $
45,643 $
47,619 $
45,045 $
1,022,495 $
1,022,495 $
240,000 $
51,125 $
- $
- $
- $
- $
- $
- $
2,754.00
13.13
13.13
13.88
2.20
2.20
(*)
6.11
2.75
2.75
2.67
2.08
4.06
3.19
Exercisable
Through
April 9, 2023
June 25, 2023
June 27, 2023
June 30, 2023
October 25, 2027
October 25, 2027
No limit
October 21, 2027
November 23, 2026
November 24, 2026
June 2, 2028
December 6, 2028
June 28, 2028
December 28, 2028
F-28
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 11 - BASIC AND DILUTED NET LOSS PER SHARE
The basic and diluted net loss per share and weighted average number of shares of common stock used in the calculation of basic and diluted
net loss per share were presented in the consolidated statements of comprehensive loss for the years ended December 31, 2023 and 2022.
In the calculation of the basic and diluted net loss, the Company included warrants that would be exercised for no or little consideration and
are exercisable with no contingencies.
Due to the net loss to common shareholders in each of the periods presented above, diluted loss per share was computed without consideration
to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of December 31, 2023 and 2022, potentially dilutive
securities excluded from the diluted loss per share calculation are as follows:
Series A 2013
Warrant to underwriters December 2019
Warrant to underwriters December 2019
Warrant to underwriters December 2019
Series A and B warrants October 2022
Warrant to underwriters October 2022
Warrant to underwriters May 2023
Warrant to underwriters May 2023
Warrant to underwriters June 2023
Warrant series C June 2023
Warrant to underwriters June 2023
Warrant series D June 2023
Outstanding employee stock options to purchase common stock
F-29
For the Years Ended
December 31,
2023
2022
-
-
-
-
1,022,495
51,125
32,778
60,476
35,088
350,878
31,231
312,309
2,095,362
183
45,643
47,619
45,045
2,044,990
51,125
-
-
-
-
-
-
1,507,137
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET
Payroll and related expenses
Share-based compensation
Professional services
Materials
Patents
Rent
Office and maintenance expenses
Depreciation
Other
Less - grants
NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES, NET
Payroll and related expenses
Government fees
Share-based compensation
Professional services
Insurance
Public and investor relations
Office and maintenance expenses
Travel
Other
Less – insurance loss recoveries
For the Years Ended
December 31,
2023
2022
2,455 $
407
1,842
520
157
213
55
106
248
(279)
5,724 $
3,558
387
2,097
559
341
224
100
102
368
-
7,736
For the Years Ended December 31,
2023
2022
1,223 $
58
988
1,204
442
148
95
160
94
(281)
4,131 $
1,813
35
1,365
1,154
733
220
120
180
81
(156)
5,545
$
$
$
$
F-30
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 14 - RELATED PARTIES
There were no material related party transactions in each of the years ended December 31, 2023 and 2022 that were outside of the Company’s
normal course of business.
NOTE 15 - TAXES ON INCOME
The Company is subject to U.S. federal tax rate of 21% for the years ended December 31, 2023 and 2022.
The Company has not been audited by the Internal Revenue Service since its incorporation.
As of December 31, 2023 and 2022, the Company has generated accumulated net operating losses in the U.S. of approximately $506,317 and
$502,053, respectively. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be
subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state
provisions. The annual limitation may result in the expiration of net operating losses before utilization.
Microbot Israel is subject to Israeli corporate tax rate of 23% for the years ended 2023 and 2022. Microbot Israel has not received a final tax
assessment since 2018.
As of December 31, 2023 and 2022, Microbot Israel has generated accumulated net operating losses in Israel of approximately $41,164 and
$34,688, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period.
F-31
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 15 - TAXES ON INCOME
The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable
income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the
deferred tax assets to its recoverable amounts.
Net operating loss carryforwards
Operating lease liabilities
Accrued vacation pay
Legal settlement accrual
Advance payment from IIA
Total deferred tax assets
Less: valuation allowance
Net deferred tax assets
Operating leases, right-of-use assets
Grant receivable (Ministry of Economy)
Insurance recovery receivable
Marketable securities
Total deferred tax liabilities
Total net deferred tax assets
Reconciliation of Income Taxes:
As of December 31,
2023
2022
$
115,778 $
53
59
464
17
116,371
(116,014)
357
(60)
(5)
(280)
(12)
(357)
$
- $
113,393
105
71
-
-
113,569
(113,455)
114
(114)
-
-
-
(114)
-
The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in
respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred
taxes.
F-32
MICROBOT MEDICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 16 – SUBSEQUENT EVENTS
A. Preferred investment options inducement:
On December 29, 2023, the Company entered into a preferred investment option exercise inducement offer letter with certain holders of
existing (i) Series A preferred investment options to purchase 1,022,495 shares of the Company’s common stock at an exercise price of $2.20
per share, issued on October 25, 2022, as amended on May 24, 2023, (ii) Series C preferred investment options to purchase 350,878 shares of
the Company’s common stock at an exercise price of $2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options
to purchase 312,309 shares of the Company’s common stock at an exercise price of $3.19 per share issued on June 26, 2023 (clauses (i)
through (iii) collectively, the “Existing Preferred Investment Options”), pursuant to which the holders agreed to exercise for cash their
Existing Investment Options to purchase an aggregate of 1,685,682 shares of the Company’s common stock, at a reduced exercised price of
$1.62 per share, in consideration for the Company’s agreement to issue new series E preferred investment options having terms to purchase up
to 1,685,682 shares of the Company’s common stock (the “Inducement Investment Options”). Each Inducement Investment Option will have
an exercise price equal to $1.50 per share, and will be exercisable from the date of the issuance until five and one-half (5.5) years following
the date of the issuance. The Company received aggregate gross proceeds of approximately $2,730 from the exercise of the Existing
Investment Options by the Holders and the sale of the Inducement Investment Options, before deducting placement agent fees and other
offering expenses payable by the Company.
As mentioned in Note 9E above, the Company engaged Wainwright to act as its exclusive placement agent in connection with the transactions
summarized above pursuant to an Engagement Letter, dated October 24, 2023 and paid Wainwright a cash fee equal to 7.0% of the gross
proceeds received from the exercise of the Existing Investment Options as well as a management fee equal to 1.0% of the gross proceeds from
the exercise of the Existing Investment Options. The Company also paid Wainwright $60 for non-accountable expenses, and approximately
$16 for certain administrative fees. The Company also issued to Wainwright or its designees preferred investment options to purchase up to
84,284 shares of common stock which have the same terms as the Inducement Investment Options except for an exercise price equal to
$2.025 per share. Further, pursuant to the engagement letter, Wainwright has a right of first refusal to act as sole book-running manager, sole
underwriter, or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities using
an underwriter or placement agent occurring during the twelve-month period following the closing date January 3, 2024.
The Closing of the preferred investment option exercise inducement offer letter, and the modification of the previous warrants, the issuance of
the stock and the warrants, and the receipt of cash, all occurred after December 31, 2023.
B. Reinstatement of annual compensation:
On January 8, 2024, the Board of Directors of the Company authorized the reinstatement of the annual fees payable to the independent
directors for their services, effective as of January 1, 2024. Such fees were suspended in May 2023 as a result of the Company’s cost
reduction plan.
The Company also reinstated in full of the annual compensation of the CEO, effective as of January 1, 2024. Such compensation was reduced
by 50% in May 2023 as a result of the Company’s cost reduction plan.
C. Settlement of litigation resulting from the 2017 financing:
On January 26, 2024 (the “Effective Date”), the Company entered into a settlement agreement and release with the Plaintiffs (the “Settlement
Agreement”), effectively resolving a lawsuit brought against the Company in 2020. The lawsuit stemmed from securities purchase agreements
made between the Company and the third parties in 2017.
Pursuant to the Settlement Agreement, the Company agreed to pay $2,154 consisting of a cash payment of $1,100, covered by the Company’s
insurance company, and 1,005,965 shares of restricted common stock. Furthermore, the Company’s insurance company is responsible for
covering legal expenses incurred by the Company in relation to the legal proceedings of the Lawsuit. As part of the Settlement Agreement,
the Company is also obligated to register the restricted common stock. In February 2024, the Plaintiffs filed a stipulation discontinuing the
Lawsuit with prejudice.
The Company concluded the Settlement Agreement gave rise to loss contingencies in the scope of ASC Subtopic 450-20, Contingencies –
Loss Contingencies, and as of December 31, 2023, the Company recorded a contingent liability, as the Company deemed it both probable and
reasonably estimable.
The Company determined that the loss contingency should be recognized as non-operating losses, offset by loss recoveries received from the
Company’s insurance company.
As a result of the Settlement Agreement and the insurance recovery received from the insurance company, as of December 31, 2023, the
Company recorded a liability and an asset on its balance sheet totaling $2,211 and $1,335, respectively. Within this asset, $1,100 represents
the recovery of the cash payment of the settlement amount, and $235 represents recovery of legal expenses. A net non-operating loss of
$1,111 from legal settlement was reflected in the Company’s statement of comprehensive loss for the year ended December 31, 2023.
D. Stock option grants and other compensation:
In February 2024, the Company granted the CEO, certain executives and certain employees, fully vested options to purchase an aggregate of
130,000 shares of the Company’s common stock, at an exercise price per share of $1.2684, attributable to performance goals achieved in
January 2024. The Company also granted the CEO and other executives, options to purchase an aggregate of 132,500 shares of common stock
at an exercise price per share of $1.25, with vesting based on meeting certain performance conditions in the year 2024.
In February 2024, the Company granted certain employees and advisors, options to purchase an aggregate of 77,500 shares of the Company’s
common stock, at an exercise price per share of $1.2684, with a vesting period of three years.
Regarding the CEO’s 2023 annual bonus, in February 2024, the Company paid the CEO 25% of his 2023 annual bonus, amounting to
approximately $99, through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with
an exercise price per share of $1.25. The remaining 75% of the CEO’s bonus will be paid in cash contingent upon meeting certain conditions
during 2024. As for other Company executives’ 2023 annual bonuses, in February 2024, the Company paid 50% of such bonuses in cash. The
remaining 50% of such bonuses will be paid in cash contingent upon meeting certain conditions during 2024. As of December 31, 2023 and
for the year then ended, the portions of the bonuses, which were paid in February 2024 in options and cash, were reflected as a liability in the
Company’s balance sheet against payroll expenses in the Company’s statement of comprehensive loss, amounting to approximately $140.
E. Return of CardioSert intellectual property assets:
On March 3, 2024, the Company received notice from CardioSert that it was triggering its right to reacquire the Technology, pursuant to its
rights under the CardioSert Agreement. The Company expects the transfer of the Technology back to CardioSert will occur in the second
fiscal quarter of 2024.
F-33
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration No. 333-221216 and 333-250963), the
Registration Statement on Form S-1 (Registration No. 333-276487) and the Registration Statement on Form S-3 (Registration No. 333-275634) of our
report dated March 27, 2024 relating to the consolidated financial statements of Microbot Medical Inc. (the “Company”) appearing in this Annual Report
on Form 10-K of the Company for the year ended December 31, 2023.
Exhibit 23.1
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.,
Certified Public Accountants
A firm in the Deloitte Global Network
Tel Aviv, Israel
March 27, 2024
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harel Gadot, certify that:
1.
I have reviewed this annual report on Form 10-K of Microbot Medical Inc.
Exhibit 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: March 27, 2024
/s/ HAREL GADOT
Harel Gadot
President and Chief Executive Officer
(principal executive officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rachel Vaknin, certify that:
1.
I have reviewed this annual report on Form 10-K of Microbot Medical Inc.
Exhibit 31.2
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: March 27, 2024
/s/ RACHEL VAKNIN
Rachel Vaknin
Chief Financial Officer
(principal financial and accounting officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Microbot Medical Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harel Gadot, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.
/s/ HAREL GADOT
Harel Gadot
President and Chief Executive Officer
March 27, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Microbot Medical Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rachel Vaknin, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.
/s/ RACHEL VAKNIN
Rachel Vaknin
Chief Financial Officer
March 27, 2024
MICROBOT MEDICAL INC.
CLAWBACK POLICY
Exhibit 97.1
A.
Introduction
The Board of Directors (the “Board”) of Microbot Medical Inc., a Delaware corporation (the “Company”) has adopted this policy (this “Policy”) to
provide for the recovery or “clawback” of erroneously awarded incentive-based compensation from certain executive officers in accordance with
Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10D-1 promulgated thereunder and the applicable
listing rules of the Nasdaq Stock Market (“Nasdaq”), including Nasdaq Listing Rule 5608.
In the event that the Company is required to prepare an Accounting Restatement (as defined below) due to the Company’s material noncompliance
with any financial reporting requirement under the securities laws, the Company will reasonably promptly recover Incentive-Based Compensation (as
defined below) from any of the Company’s current or former executive officers to the extent such Incentive-Based Compensation was: (i) “Received”
(as defined below) during the three-year period preceding the date the Company is required to prepare the Accounting Restatement, and (ii) in excess
of what would have been paid to the executive officer under the Accounting Restatement.
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is
Received (as provided in Paragraph F below) by Covered Executives (as defined below) on or after October 2, 2023.
B. Administration
This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee is authorized to interpret and
construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations made
by the Compensation Committee shall be final and binding on all affected individuals.
C. Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the
Exchange Act and the applicable Nasdaq listing standards, and such other senior executives/employees who may from time to time be deemed subject
to the Policy by the Committee (“Covered Executives”). For the avoidance of doubt, the term “Covered Executives” shall include (i) any individual
currently or previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act, and (ii) shall include each
“executive officer” who is or was identified pursuant to Item 401(b) of Regulation S-K.
D. Accounting Restatement
For the purposes of this Policy, an “Accounting Restatement” shall mean an accounting restatement of the Company’s financial statements due to the
material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting
restatement to correct an error (i) in previously issued financial statements that is material to the previously issued financial statements, or (ii) that is
not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or
left uncorrected in the current period, within the meaning of Rule 10D-1 and Rule 5608.
E.
Incentive Compensation; Financial Reporting Measure
For purposes of this Policy, “Incentive Compensation” means any compensation granted, earned, or vested based wholly or in part upon the
attainment of a Financial Reporting Measure (including cash and stock options awarded as compensation). “Financial Reporting Measures” are
measures that are determined and presented in accordance with the accounting principles used in the Company’s financial statements, and any
measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or
in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of
doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC to constitute a
Financial Reporting Measure.
F. Application
In the event the Company is required to prepare and file an Accounting Restatement, the Committee will require the recovery of any excess Incentive
Compensation “Received”1 by any Covered Executive during the three (3) completed fiscal years immediately preceding the date on which the
Company is required to prepare an Accounting Restatement.
G. Excess Incentive Compensation
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the
Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the
Committee. These determinations are made on a pre-tax basis. If the Committee cannot determine the amount of excess Incentive Compensation
received by the Covered Executive directly from the information in the Accounting Restatement, then it will make its determination based on a
reasonable estimate of the effect of the Accounting Restatement.
H. Recovery; Clawback
After an Accounting Restatement, the Committee shall determine the amount of any excess Incentive Compensation Received by each Covered
Executive and shall promptly notify each Covered Executive with a written notice containing the amount of any excess Incentive Compensation and a
demand for repayment or return of such compensation, as applicable. The Committee shall recover any excess Incentive Compensation in accordance
with this Policy unless such recovery would be impracticable, as determined by the Committee in accordance with Rule 10D-1 of the Exchange Act
and any applicable listing rules or standards adopted by Nasdaq. The Committee will determine, in its sole discretion, the method for recovering
Incentive Compensation hereunder which shall include, without limitation any remedial and recovery method permitted by applicable law and shall be
applied to the fullest extent of applicable law. Any right of recovery hereunder is in addition to, and not in lieu of, any other remedies or rights that
may be available to the Company under applicable law, regulation or rule, and pursuant to the terms of any similar policy or recovery provision in any
applicable employment agreement, severance agreement, equity award agreement, bonus plan, or similar agreement or plan, and any other legal
remedies available to the Company. The provisions of this Policy are in addition to, and not in lieu of, any rights of recovery the Company may have
under Section 304 of Sarbanes-Oxley Act of 2002.
I. Prohibition on Indemnification and Insurance
The Company, its subsidiaries, and its affiliates shall not indemnify any Covered Executives against the loss of any erroneously awarded Incentive
Compensation, nor shall they pay for, or reimburse any Covered Executive for any insurance policy entered into by a Covered Executive that provides
for coverage (full or partial) in connection with any recovery obligation pursuant to this Policy. Further, the Company shall not enter into any
agreement that exempts any Incentive Compensation that is granted, paid or awarded to a Covered Executive from the application of this Policy or that
waives the Company’s right to recovery of any excess Incentive Compensation, and this Policy shall supersede any such agreement (whether entered
into before, on or after the Effective Date of this Policy).
1 Incentive Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive
Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
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J.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the
administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the
Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission and any applicable listing rules or standards
adopted by Nasdaq.
K. Amendment; Termination
The Board or any applicable committee of the Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems
necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with
any applicable listing rules or standards adopted by Nasdaq. The Board or any applicable committee of the Board may terminate this Policy at any
time. Notwithstanding anything in this Section K to the contrary, no amendment or termination of this Policy shall be effective if such amendment or
termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the
Company to violate any federal securities laws, SEC rule or Nasdaq rule.
L. Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal
representatives.
M. Mandatory Disclosures
The Company shall file this Policy as an exhibit to its Annual Report on Form 10-K and, if applicable, disclose information relating to the occurrence
of an Accounting Restatement in accordance with applicable law, including, but not limited to, the Exchange Act and any applicable listing rules or
standards adopted by Nasdaq. In the event the Company is required to clawback any erroneously awarded incentive-based compensation from any
executive officer in accordance with the Exchange Act and any applicable listing rules or standards adopted by Nasdaq, and the occurrence of such is
disclosed by the Company in a public filing required by the Exchange Act, the Company will disclose (i) the aggregate amount recovered, or (ii) if no
amount was recovered, the absence of a recoverable amount.
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ACKNOWLEDGMENT
CLAWBACK POLICY
The undersigned hereby acknowledges receipt of the attached policy of Microbot Medical Inc., a Delaware corporation (the “Company”) for the recovery
of erroneously awarded compensation and hereby covenants and agrees that they will strictly comply with such policy both during and after employment
with the Company, including, without limitation, by promptly repaying or returning any erroneously awarded compensation to the Company as determined
in accordance with this Policy.
By:
Name:
Title:
Date:
Please acknowledge your receipt of the attached Policy by dating and signing this acknowledgement and returning it to the Company’s Chief Financial
Officer.
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