微机器人医疗有限公司美股招股说明书(2025-11-19版)

This prospectus relates to the resale or other disposition from time to time of up to 14,688,572 shares of our common stock, $0.01 parvalue per share, by the selling stockholders named in this prospectus, including their transferees, pledgees, donees or successors, that This prospectus does not cover the issuance of the shares underlying the preferred investment options to the selling stockholders upontheir exercise. We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the The registration of the shares covered by this prospectus does not mean that the selling stockholders will actually exercise outstandingoptions held by them or offer or resell any of these shares once issued to them. The selling stockholders may resell or otherwisedispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We providemore information about how the selling stockholders may sell or otherwise dispose of their shares of common stock in the sectionentitled “Plan of Distribution” beginning on page 10. The selling stockholders will pay all brokerage fees and commissions and similar Our common stock is listed on the Nasdaq Capital Market under the ticker symbol “MBOT.” On November 14, 2025, the last reportedclosing price of our common stock on the Nasdaq Capital Market was $2.07. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2025. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and ExchangeCommission (the “SEC”). You should read this prospectus, including the documents incorporated by reference herein, and the related You should rely only on the information that we have provided in this prospectus, including the documents incorporated byreference herein, and any applicable prospectus supplement. We 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,including the documents incorporated by reference herein, and any applicable prospectus supplement. You must not rely on anyunauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under This prospectus does not contain all of the information included in the registration statement. For a more completeunderstanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectussupplement may also add, update, or change information contained or incorporated by reference in this prospectus. However, noprospectus supplement will offer a security that is not registered and described in this prospectus at the time of its effectiveness. Thisprospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, We further note that the representations, warranties, and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement,including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a Unless the context indicates otherwise in this prospectus, the terms “Microbot,” the “Company,” “we,” “our” or “us” in thisprospectus refer to Microbot Medical Inc. and its wholly-owned subsidiaries. PROSPECTUS SUMMARY This summary highlights certain information about us and this offering contained elsewhere in this prospectus or in the documents weincorporate by reference. Because it is only a summary, it does not contain all of the information that you should consider beforeinvesting in shares of our securities, and it is qualified in its entirety by, and should be read in conjunction with, the more detailedinformation appearing elsewhere or incorporated by reference in this prospectus. Before you decide to invest in our securities, you Overview We are a medical device company specializing in the research, design and development of next generation robotic endoluminal surgerydevices targeting the minimally invasive surgery space. We are primarily focused on leveraging our robotic technologies with the goal Using our LIBERTY®technological platform, we have developed the