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

This prospectus relates to the resale or other disposition from time to time of up to 15,966,530 shares of ourcommon stock, $0.01 par value per share, by the selling stockholders named in this prospectus, including theirtransferees, pledgees, donees or successors, that may be issued upon the exercise of outstanding preferredinvestment options held by the selling stockholders. This prospectus does not cover the issuance of the shares underlying the preferred investment options to the sellingstockholders upon their exercise. We are not selling any shares of common stock under this prospectus and will notreceive any of the proceeds from the sale of shares of common stock by the selling stockholders. The registration of the shares covered by this prospectus does not mean that the selling stockholders will actuallyexercise outstanding preferred investment options held by them or offer or resell any of these shares once issued tothem. The selling stockholders may resell or otherwise dispose of the shares of common stock covered by thisprospectus in a number of different ways and at varying prices. We provide more information about how the sellingstockholders may sell or otherwise dispose of their shares of common stock in the section entitled “Plan ofDistribution” beginning on page 67. The selling stockholders will pay all brokerage fees and commissions andsimilar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relatingto the registration of the shares with the Securities and Exchange Commission. No underwriter or other person hasbeen 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 price of 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 anduncertainties described under the heading “Risk Factors” beginning on page 11 of this prospectus, and undersimilar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of this prospectus.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is February 13, 2025. Table of Contents RISK FACTOR SUMMARY2PROSPECTUS SUMMARY5THE OFFERING10RISK FACTORS11USE OF PROCEEDS30MARKET FOR COMMON STOCK30SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS30MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF 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 supplementthat we may authorize to be provided to you. We have not, and the selling stockholders have not, authorized anyoneto provide you with different information. No dealer, salesperson or other person is authorized to give anyinformation or to represent anything not contained in this prospectus or any prospectus supplement that we mayauthorize to be provided to you. If anyone provides you with different or inconsistent information, you should notrely on it. You should assume that the information in this prospectus and any prospectus supplement is accurate onlyas of the date on the cover of the document, regardless of the time of delivery of this prospectus or any prospectussupplement or any sale of a security. Our business, financial condition, results of operations and prospects may havechanged since those dates. We urge you to carefully read this prospectus and any prospectus supplement, together with the information asdescribed under the heading “Where You 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 Microbot Medical Inc., including our directly and indirectly wholly owned subsidiary. Unlessthe context otherwise requires, the historical business, financial statements and operations of Microbot includeMicrobot Medical Ltd., an Israeli corporation (“Microbot Israel”) which became a wholly-owned subsidiary of theCompany on November 28, 2016. We own or have rights to various U.S. federal trademark registrations and applications, and unregistered trademarksand servicemarks, including LIBERTY®. All other trade names, trademarks and service marks appearing in thisprospectus are the prop