🔎 What This Document Is

This is a prospectus supplement for an "at-the-market" (ATM) offering. Think of it as a detailed menu for selling stock directly into the market. Microbot Medical can now sell up to $39,230,691 of its common stock through the investment bank H.C. Wainwright, acting as its sales agent. This isn't a one-time sale; it's a flexible facility they can use over time. 👉 In simple terms, it's a permission slip to sell stock whenever they need cash, at prevailing market prices.

🧪 What The Company Does

Microbot Medical is a pre-clinical stage medical device company. They are developing next-generation, robotic systems for minimally invasive endovascular surgery (think tiny robots navigating blood vessels). Their flagship product is the LIBERTY® Robotic System, which is designed to be a fully disposable surgical robot controlled remotely. Their goal is to reduce physician radiation exposure, lower costs, and enable remote procedures. They are not yet generating revenue from product sales and are focused on getting regulatory approval to begin human clinical trials.

💰 The Offering Mechanics

• How it Works: Wainwright will sell shares on the open market (like on Nasdaq) at prices they think they can get. Microbot controls the process by sending "placement notices" specifying how many shares to sell and when.
• Price: Shares will be sold at prevailing market prices at the time of each sale. There's no fixed price. The document uses an assumed price of $2.35 per share (the closing price on April 8, 2026) just for calculation examples.
• Commission: Wainwright gets a 3.0% commission on the gross proceeds of any shares they sell.
• No Guarantee: Wainwright has no obligation to sell any specific number of shares or dollar amount. Microbot can also suspend the offering at any time.

🚀 Use of Proceeds

Microbot intends to use the net proceeds from these sales for:

1. Developing & Commercializing the LIBERTY® System: This is the primary focus, covering regulatory activities (like FDA submissions) and preparing for commercial launch.
2. Expanding Their IP Portfolio: Funding R&D for new applications based on their existing technology.
3. Potential Acquisitions: Buying complementary technologies or products.
4. Working Capital: General corporate needs and to fund operations.

👉 Why it matters: This offering is their main pipeline for funding their high-cost path to market. Their current cash runway is a critical risk factor.

📦 Potential Dilution & Share Count

• Current Shares: As of December 31, 2025, there were 67,158,044 shares outstanding.
• Shares in This Offering: They could sell up to 16,693,911 shares at the assumed $2.35 price to raise the full $39.2 million.
• The Dilution Hit: New investors would pay $2.35 per share, while the company's "as adjusted" net tangible book value per share after the offering would be $1.38. This means new investors face immediate dilution of $0.97 per share.
• A Mountain of Warrants & Options: The document lists dozens of outstanding warrants and options (over 18 million shares potentially issuable) from past financing deals, all of which would cause further dilution if exercised.

⚖️ Key Risks & Challenges

• High Dilution: As shown above, new shares directly reduce existing shareholders' ownership percentage and book value per share.
• Management Discretion: Microbot's management has broad control over when to sell shares and how to use the proceeds. Investors are betting on their judgment.
• Uncertain Future: They are a pre-revenue company dependent on successfully developing and commercializing LIBERTY. Their "core-business focus" program and cost cuts highlight financial pressure.
• Geopolitical Risk: Their R&D is based in Israel, and they explicitly call out risks from the ongoing Israel-Hamas war, including potential disruptions to suppliers, shipping, and operations.
• Market Price Volatility: Sales under this agreement could put downward pressure on the stock price.

🔮 What's Next: The LIBERTY® Pathway

The entire company's future is tied to the LIBERTY system's progress. Key upcoming milestones include:

1. FDA Submission: Planning to submit an Investigational Device Exemption (IDE) application to the FDA to begin pivotal human clinical trials in the U.S.
2. European Approval: Commencing audits for ISO 13485 certification (a quality management standard) as a step toward CE Mark approval for Europe.
3. Funding Runway: This offering is crucial to fund these expensive regulatory and clinical activities. Their ability to continue operations depends on raising sufficient capital.

🧠 The Analogy

Think of this ATM offering like a corporate credit line for a construction company building a revolutionary new bridge. They haven't finished the bridge (LIBERTY) yet, so they can't earn toll revenue (sales). Instead, they have a deal with a financier (Wainwright) that lets them draw cash (sell stock) as needed to pay workers and buy materials. Every time they draw cash, they give away a small piece of ownership in the future bridge (dilution). The big question is whether the completed bridge will be so valuable that it makes those smaller ownership pieces still worth much more than today.

🧩 Final Takeaway

Microbot Medical is using this flexible stock-selling facility to fund its high-stakes, high-cost journey to bring its LIBERTY surgical robot to market. While it provides essential capital, investors face significant risks from immediate dilution, dependence on unproven technology, and operational challenges in Israel. This is a classic high-risk, high-potential-reward play on a pre-revenue medical device company.