Microbot Medical Inc美股招股说明书(2025-02-21版)

This prospectus does not cover the issuance of the shares underlying the preferred investment options to the selling stockholders upon theirexercise. We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares ofcommon stock by the selling stockholders. The registration of the shares covered by this prospectus does not mean that the selling stockholders will actually exercise outstanding preferredinvestment options held by them or offer or resell any of these shares once issued to them. The selling stockholders may resell or otherwise disposeof the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information abouthow the selling stockholders may sell or otherwise dispose of their shares of common stock in the section entitled “Plan of Distribution” beginningon page 67. The selling stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokeragefees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission. No underwriteror other person has been engaged to facilitate the resale of shares of our common stock in this offering. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol “MBOT.” On February 11, 2025, the last reported closing priceof our common stock on the Nasdaq Capital Market was $2.03. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under theheading “Risk Factors” beginning on page 11 of this prospectus, and under similar headings in any amendments or supplements to thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is February 13, 2025. Table of Contents ABOUT THIS PROSPECTUS1RISK FACTOR SUMMARY2PROSPECTUS SUMMARY5THE OFFERING10RISK FACTORS11USE OF PROCEEDS30MARKET FOR COMMON STOCK30SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS30MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS31QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK36BUSINESS37BOARD OF DIRECTORS AND MANAGEMENT51EXECUTIVE COMPENSATION57CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS64SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT65DILUTION65SELLING STOCKHOLDERS65PLAN OF DISTRIBUTION67DESCRIPTION OF CAPITAL STOCK69LEGAL MATTERS73EXPERTS73WHERE YOU CAN FIND MORE INFORMATION73FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS You should rely only on the information that we have provided in this prospectus and any prospectus supplement that we may authorize to beprovided to you. We have not, and the selling stockholders have not, authorized anyone to provide you with different information. No dealer,salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any prospectussupplement that we may authorize to be provided to you. If anyone provides you with different or inconsistent information, you should not rely onit. You should assume that the information in this prospectus and any prospectus supplement is accurate only as of the date on the cover of thedocument, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financialcondition, results of operations and prospects may have changed since those dates. We urge you to carefully read this prospectus and any prospectus supplement, together with the information as described under the heading “WhereYou Can Find More Information.” Unless the context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” the “Company” and “Microbot” refer to MicrobotMedical Inc., including our directly and indirectly wholly owned subsidiary. Unless the context otherwise requires, the historical business, financialstatements and operations of Microbot include Microbot Medical Ltd., an Israeli corporation (“Microbot Israel”) which became a wholly-ownedsubsidiary of the Company on November 28, 2016. We own or have rights to various U.S. federal trademark registrations and applications, and unregistered trademarks and servicemarks, includingLIBERTY®. All other trade names, trademarks and service marks appearing in this prospectus are the property of their respective owners. We haveassumed that the reader understands that all such terms are source-indicating. Accordingly, such terms, when first mentioned in this prospectus,appear with the trade name, trademark or service mark notice and then throughout the remainder of this prospectus without trade name, trademarkor service mark notic