Microbot Medical Inc.

NOTE 1 –GENERAL

A. Description of Business

Microbot Medical Inc. (the “Company”) is a 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 robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

Using the Company’s LIBERTY® technological platform, the Company has developed the first-ever fully disposable robot for various endovascular interventional procedures. The LIBERTY® Endovascular Robotic System (“LIBERTY”) is designed to maneuver guidewires and over-the-wire devices (such as microcatheters) within the body’s vasculature. It is intended for the remote delivery and manipulation of guidewires and catheters, and remote manipulation of guide catheters to facilitate navigation to anatomical targets, with the current intention to focus on the peripheral vasculature market. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff.

Microbot Medical Inc. (the “Company”), Microbot Medical Ltd. (“Microbot Israel”), an Israeli corporation and wholly owned subsidiary of the Company, and Microbot Medical R.D.I Ltd (“Microbot RDI”), an Israeli corporation and wholly owned subsidiary of Microbot Israel, are sometimes collectively referred to herein as the “Company,” as the context may require.

B. Risk Factors

As of June 30, 2026, the Company had cash equivalents and marketable securities balance of approximately $67,367, excluding restricted cash. The Company expects to incur significant losses for the foreseeable future as it conducts manufacturing operations, sales and marketing activities for its current product and continues its research and development of any other future product candidates and all other work necessary to obtain regulatory clearances or approvals for its products or product candidates. Notwithstanding these conditions, the Company’s management has concluded that the available funds as of the balance sheet date are sufficient to fund the Company’s operations for more than twelve months from the issuance date of these consolidated financial statements.

During the six months ended June 30, 2026, the Company has commenced recognition of revenues, in the amount of $346. The Company cannot make any assurances of continuing to generate revenues, or of generating significant revenues, in the future.

The Company intends to 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 in order to fund further growth and expansion of the Company. 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.

Middle East Conflict

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 Israeli military operations at first in Gaza and then in Lebanon. Since that time, the hostilities have escalated into a regional armed conflict involving Iran, Israel, and the United States, including direct military operations and retaliatory actions, as well as engagement by Iran-supported groups across multiple fronts. These developments have included military activity in Syria following the collapse of the Assad regime and Israel’s subsequent military operations in Syria, intensified hostilities by and against the Houthis in Yemen, and continued exchanges involving Iranian-aligned forces throughout the region, including in Lebanon. This regional armed conflict and related hostilities remain ongoing as of the filing date of these consolidated financial statements. Although there have been temporary cease-fires and periods of reduced military activity from time to time, these have been limited in duration and scope and have not resulted in a sustained reduction in regional hostilities or overall security risks.

As a result, a special state of emergency was declared in Israel, which included, among other things, the closure of Israel’s airspace, restrictions on public gatherings, temporary closures and/or reduced operating hours of businesses, and the mobilization of military reservists, which have resulted in reduced economic activity.

The Company has considered various ongoing risks relating to these and other military operation and related matters, including:

The Company closely monitors how these and other military operations and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future commercial, clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the LIBERTY devices and to ship them outside of Israel. In addition, the Company is also monitoring how negative international reaction to the events in Gaza, the West Bank and elsewhere in the Middle East or any further escalation of hostilities involving Iran could create a corresponding negative perception of companies based in Israel, which if broad enough, could negatively impact the Company’s business.

As of the filing date of these consolidated financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations as a result of the ongoing regional armed conflict involving Israel, Iran, and the United States. However, the Company continues to closely monitor the situation, as the current conflict remains fluid and subject to further escalation or expansion. Any material intensification or broadening of hostilities, including additional direct or indirect actions involving Iran or Iran-supported groups, the collapse of any cease-fire or de-escalation efforts, or other changes in the security environment could result in a material adverse effect on the ability of the Company’s Israeli office to support its clinical, regulatory, and other operational activities. The Company currently does not have any specific contingency plans in place in the event of any such escalation or change in circumstances.

C. Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These interim consolidated condensed financial statements should be read in conjunction with the Company’s latest audited financial statements.

Operating results for the three and six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the Company’s latest annual audited financial statements, except if noted below.

Basis of presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

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.

Revenues:

Revenue is derived from the sale of the LIBERTY devices.

Revenue is measured as the amount of consideration we expect to be entitled to, in exchange for transferring products to our customers and is recognized when or as performance obligations under the terms of contracts with our customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.

The Company’s contracts generally contain a single performance obligation, consisting with the promise to transfer the product to the customer.

Revenue is recognized at a point-in-time. It utilizes the core principle of recognizing revenue when the Company satisfies performance obligations as evidenced by the transfer of control of its products to the customer, which generally occurs upon delivery in accordance with the shipping terms specified in the contract.

The Company accepts returns in accordance with its product warranty policy, as in effect from time to time.

Cost of revenues:

Cost of revenues consists primarily of direct and indirect costs related to the manufacturing of LIBERTY for commercial sale, including third-party manufacturing costs, freight, storage costs, royalties, and inventory write-downs.

Fair value of financial instruments:

The carrying values of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments.

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.

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of June 30, 2026, and December 31, 2025:

The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s 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 June 30, 2026 and December 31, 2025.

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 recognizes the expense for an equity classified awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. If no explicit service period is determined, the Company estimates the implicit service period based on the timing the employee is expected to achieve the related performance condition.

When no future services are required to be performed by the grantee in exchange for an award of equity instruments, and if such award does not contain a performance condition, the cost of the award is expensed on the grant 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.

For stock options that qualify as “plain-vanilla”, the expected term is calculated using the simplified method. For stock options that do not qualify as “plain-vanilla”, the Company’s management estimated that the expected stock option term is the contractual term of the options.

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.

Recent Accounting Pronouncements:

In November 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10 Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, presentation and disclosure requirements for government grants received by business entities, including guidance for grants related to an asset and grants related to income. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements and related disclosures.

NOTE 3 -COMMITMENTS AND CONTINGENCIES

A. Government grants:

Microbot Israel has received grants from the IIA for participation in research and development since 2013 through June 30, 2026, totaling approximately $2,468. This includes amounts received of approximately $518 in 2025, which is a portion of an additional grant from the IIA in the amount of approximately NIS 2,153 (approximately $673), which was approved by the IIA on July 15, 2025 to further finance the development of the manufacturing process of LIBERTY.

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 U.S 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.

As of June 30, 2026, the Company received grants from the Ministry of Economy of the State of Israel in the amount of approximately $50, to further finance the marketing activities of LIBERTY 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 LIBERTY 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 its then Self-Cleaning Shunt (“SCS”) project and TipCat assets, which also governed certain technology relating to LIBERTY. 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. As a result, as of the date of these financial statements, the License Agreement is limited to the certain technology relating to LIBERTY.

C. 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. The Company entered into an amendment, dated July 1, 2024, to the ATM Agreement with Wainwright dated June 10, 2021, relating to the offer and sale of shares of the Company’s common stock having an aggregate offering price of up to approximately $4,820 from time to time through Wainwright, acting as sales agent. The compensation to Wainwright for sales of the shares is a placement fee of 3.0% of the gross sales price of the shares of common stock sold pursuant to this ATM Agreement. See also Note 4C below.

D. Engagement letters with H.C. Wainwright:

In connection with registered direct and private placement offerings, the Company entered into engagement letters (the “Engagement Letters”) with Wainwright on October 3, 2022, on May 16, 2023, on October 24, 2023, and on May 29, 2024 (which was amended most recently on February 9, 2025), 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 in certain circumstances 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. See also Note 4A and 4D.

E. 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. Mona litigation:

In March 2025, an appellate court held in favor of the Company with respect to a 2019 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. As a result, during the three-month period ended March 31, 2025, the Company received a judgment in the amount of approximately $316, net of legal fees and expenses. The amount received was recorded as other income in the Company’s interim condensed consolidated statement of comprehensive loss for the six-month period ending June 30, 2025.

G. Employment-Related Matter

On December 3, 2025, after having terminated an at-will employee in May 2025, the Company received a charge filed by the former employee with the Massachusetts Commission Against Discrimination (MCAD) and Equal Employment Opportunity Commission (EEOC). On January 16, 2026, the Company filed a position statement responding to the same and challenging the merits of the charge in total. On May 4, 2026, the MCAD/EEOC dismissed the charge based on the former employee’s notification of intent to file a private action in civil court. On May 22, 2026, the Company filed a complaint against the former employee captioned Microbot Medical, Inc. v. Paul Mullen, in Massachusetts Superior Court, Plymouth County, alleging breach of contract and breach of covenant of good faith and fair dealing. Subsequently, on May 22, 2026, the former employee filed a complaint captioned Paul Mullen v. Microbot Medical Inc. et. al., in Massachusetts Superior Court, Plymouth County, alleging violation of Massachusetts fair employment practice laws and wage/hour laws. On June 23, 2026, the Company filed its answer, denying all claims. Based on its initial assessment, the Company believes the former employee’s allegations lack merit and intend to defend against them; however, the matter is in the early stages of litigation and the Company can express no opinion as to the likely outcome of this matter.

H. Accrued bonuses

As of June 30, 2026, the Company recorded accrued bonuses to the CEO, executives and employees, in the aggregate amount of $604.

NOTE 4 -SHARE CAPITAL

A. Registered direct and private placement offerings

On June 3, 2024, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market, an aggregate of 1,566,669 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.50 per share, for aggregate gross proceeds of approximately $2,350 before deducting the placement agent fee and related offering expenses of approximately $328. In a concurrent private placement, the Company agreed to issue to the investors series F preferred investment options to purchase up to 3,133,338 shares of common stock at an exercise price of $1.50 per share. Each Series F preferred investment option is exercisable immediately and will expire two years from the initial exercise date.

The Company also issued to Wainwright or its designees preferred investment options to purchase up to 78,333 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $1.875 per share.

On January 6, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 4,000,001 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.75 per share, for aggregate gross proceeds from the offerings of approximately $7,000 before deducting the placement agent fee and related offering expenses of approximately $690. In a concurrent private placement, the Company agreed to issue to the investors series G preferred investment options to purchase up to 8,000,002 shares of common stock at an exercise price of $1.75 per share. Each Series G preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 200,000 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.1875 per share.

On January 7, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 3,788,550 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.27 per share, for aggregate gross proceeds from the offerings of approximately $8,600 before deducting the placement agent fee and related offering expenses of approximately $818. In a concurrent private placement, the Company agreed to issue to the investors series H preferred investment options to purchase up to 7,577,100 shares of common stock at an exercise price of $2.10 per share. Each Series H preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 189,428 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.8375 per share.

On February 9, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 6,103,289 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.13 per share, for aggregate gross proceeds from the offerings of approximately $13,000 before deducting the placement agent fee and related offering expenses of approximately $1,175. In a concurrent private placement, the Company agreed to issue to the investors series I preferred investment options to purchase up to 12,206,578 shares of common stock at an exercise price of $2.13 per share. Each Series I preferred investment option is exercisable on the later of (i) the date on which the amendment to the Company’s articles of incorporation that increases the number of authorized shares of common stock to an amount of shares of common stock sufficient for the exercise in full of the series I preferred investment options is filed and accepted with the State of Delaware law (such date, the “Authorized Share Increase Date”) and (ii) the date on which approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of all the series I preferred investment options and the shares of common stock issuable upon the exercise thereof, is received and deemed effective under Delaware law (the “Initial exercise date”), and will expire two years from the initial exercise date. Net cash settlements are not permitted under any event under the Securities Purchase Agreements.

The Company also issued to Wainwright or its designees preferred investment options to purchase up to 305,164 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.66 per share.

On June 10, 2025, at the Company’s annual meeting of stockholders, an amendment to the Company’s articles of incorporation was approved, increasing the number of authorized shares of common stock to 120,000,000. The amendment was subsequently filed with and accepted by the State of Delaware law and became effective on that date. Refer to Note 4E.

As a result, the Series I preferred investment options to purchase up to 12,206,578 shares of common stock at an exercise price of $2.13 per share, and the placement agent preferred investment options to purchase up to 305,164 shares of common stock at an exercise price of $2.66 per share, each of which was issued on February 11, 2025, became immediately exercisable until their two-year anniversary.

B. Equity Classification:

The common stock of the Company is classified as equity under the requirements of ASC Topic 505 Equity.

Pursuant to the guidance of ASC 480 and ASC 815 the warrants were classified as equity instruments.

The Company analyzed the accounting treatment for all of the outstanding preferred investment options issued to Wainwright and all such preferred investment options are equity-classified awards.

C. At-the-market offerings

On July 1, 2024, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $4,820 of the Company’s shares of common stock pursuant to the ATM Agreement. In January 2025, the Company issued 842,606 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $1,062 before deducting sales agent commissions and other offering expenses of $65.

On April 10, 2026, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $39,231 of the Company’s shares of common stock pursuant to the ATM Agreement. As of June 30, 2026, the Company issued 6,757 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $17 before deducting sales agent commissions and other offering expenses of $1.

D. Exercise of Investment Options

During the year ended December 31, 2025, the Company raised approximately $33,855 in gross proceeds from the exercise of an aggregate of 18,613,585 outstanding Series E, Series F, Series G, Series H and Series I preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company incurred placement agent cash fees of approximately $2,370. Additionally, the Company issued an aggregate of 930,680 placement agent options in accordance with such engagement letter.

Additionally, during the year ended December 31, 2025, the Company received gross proceeds of approximately $895 from the exercise of an aggregate of 374,167 outstanding placement agent options.

E. Increase in Authorized Shares

Following the 2025 annual meeting of stockholders of the Company held on June 10, 2025, the Company filed with the State of Delaware a certificate of amendment to the Company’s restated certificate of incorporation, as amended, which increased the total number of shares of common stock authorized for issuance to 120,000,000 shares, with a corresponding increase in the total authorized shares from 61,000,000 to 121,000,000. Immediately thereafter, the Company had 121,000,000 shares of authorized stock, consisting of (i)120,000,000 shares of common stock, and (ii)1,000,000 shares of undesignated preferred stock.

F. Investment Inducement Transaction

On September 14, 2025, the Company entered into an inducement agreement (the “Letter Agreement”) with certain holders (the “Holders”) of existing (i) series F preferred investment options to purchase 207,224 shares of Company’s common stock at an exercise price of $1.50 per share, (ii) series G preferred investment options to purchase 628,571 shares of Company’s common stock at an exercise price of $1.75 per share, (iii) series H preferred investment options to purchase 4,702,612 shares of Company’s common stock at an exercise price of $2.10 per share, and (iv) series I preferred investment options to purchase 8,450,708 shares of Company’s common stock at an exercise price of $2.13 per share (collectively, the “Existing Preferred Investment Options”). Pursuant to the Letter Agreement, the Holders exercised for cash their Existing Preferred Investment Options to purchase an aggregate of 13,989,115 shares of Company’s common stock, at exercise prices ranging from $1.50 to $2.13 per share, in consideration for the Company’s agreement to issue new series J preferred investment options (the “New Preferred Investment Options”) to purchase up to an aggregate of 13,989,115 shares of Company’s common stock at an exercise price of $4.50 per share (collectively, the “Inducement Transaction”). The New Preferred Investment Options are exercisable beginning six months after issuance and will expire two years thereafter.

At the first closing of the Inducement Transaction, which occurred on September 16, 2025, certain Holders exercised Existing Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock. At the second closing of the Inducement Transaction on September 29, 2025, a certain Holder exercised Existing Preferred Investment Options to purchase 600,000 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to 600,000 shares of Company’s common stock. At the third closing of the Inducement Transaction, which occurred on October 6, 2025, certain Holders exercised Existing Preferred Investment Options to purchase up to an aggregate of 1,324,488 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to an aggregate of 1,324,488 shares of Company’s common stock.

The Company received aggregate gross proceeds of approximately $29,286 from the exercise of the Existing Preferred Investment Options at the closings, before deducting placement agent fees and other offering expenses of approximately $2,472, of which $101 had not been paid as of June 30, 2026. Additionally, as a result of the Inducement Transaction, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company issued an aggregate of 699,456 placement agent options.

The inducement occurred concurrently with a fund raising. Pursuant to the guidance of ASC 480 and ASC 815 the warrants were classified as equity instruments before and after the warrant modification. In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the warrants was accounted as an equity issuance cost, which was recorded to additional paid-in capital.

G. Employee Stock Option Grants

During the year ended December 31, 2025:

The stock options vest over a period of three years as outlined in the option agreements evidencing such option grants.

During the six months ended June 30, 2026, the Company granted the CEO, certain employees, and certain board members 480,000,587,500 and 60,000 options, respectively.

H. Warrants:

The remaining outstanding warrants and terms as of June 30, 2026, and December 31, 2025, are as follows:

NOTE 5 –SEGMENT REPORTING

Segment information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the business, makes business decisions and assesses performance. The Company hasone operating and reportable segment, which is the development of robotic devices for endoluminal surgery. See Note 1A for further details.

The CODM assesses performance for this segment and decides how to allocate resources based on net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents and marketable securities. The chief executive officer performs the assessment of segment performance by using the reported measure of segment loss to monitor actual results.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three and six months ended June 30, 2026, and 2025:

NOTE 6 –LEASES

In March 2025, the Company entered into a lease agreement for its US office for the period from March 2025 until February 2027. The monthly lease payments are approximately $2.

In July 2025, Microbot Israel entered into a lease agreement for its Israel office for the period from July 2025 until October 2029. The monthly lease payments are approximately $21. To secure the lease payments, the Company issued a bank guarantee of $60 in favor of the facility’s lessor.

Additionally, the Company has several agreements for car leases.

Future minimum lease obligations under our non-cancelable lease agreements as of June 30, 2026 were as follows:

The following table includes the weighted-average lease terms and discount rates for operating leases as of June 30, 2026:

The Company’s lease cost for the three and six months ended June 30, 2026 was $110 and $192, respectively. This cost is classified as operating lease expense in the Company’s consolidated statements of comprehensive loss for the three and six months ended June 30, 2026.

Cash paid under operating lease agreements for the six months ended June 30, 2026 was $195.

Right-of-use assets obtained in exchange for lease liabilities for the six months ended June 30, 2026 were $101.

NOTE 7 –SUBSEQUENT EVENT

Acquisition of Certain Patents

On July 28, 2026, the Company acquired certain patents and related technology and assets (collectively, the “Assets”) from Forge Medical Inc. (“Forge”), relating to Forge’s discontinued VasoStat Hemostasis device (“VasoStat”). VasoStat was designed to provide arterial compression at the puncture-site following catheterization procedures for the purpose of stopping bleeding and for use following radial and tibial catheterization procedures. The purchase price for the Assets is limited to potential royalties payable to Forge as, if and when the Company commercializes the Assets, based upon a formula set forth in the purchase agreement for the Assets, and in any event is limited to a maximum of $5,000. The Company has the sole discretion in relation to the use (or non-use) of the Assets, including whether and/or to what extent to commercialize the assets; however, the Company has agreed to use commercially reasonable efforts to initiate commercialization of the Assets within two years (or in certain events, three years) of the acquisition. In the event the Company does not commercialize the Assets, they will be returned to Forge without any further consideration, payment, penalty or refund.