MBOT 10-K & 10-Q changes, risk factors and insider trading

Through December 31, 2025, Microbot has hadnot norecognized revenueany revenues, and hascannot incurredmake any assurances of generating significant operatingrevenues lossesin sincethe inceptionfuture. andIt is expected to continue to incur significant operating losses for the foreseeable future. The Company may never become profitable or, if achieved, be able to sustain profitability.

Microbot has incurred significant operating losses since its inception and expects to incur significant losses for the foreseeable future as Microbot Microbot continuesconducts its preclinicalsales and clinicalmarketing development programsoperations for its existing product candidates, primarily the LIBERTY® Endovascular Robotic Surgical System; 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 in the United States and other markets. In the future, Microbot intends to continue conducting micro-robotics research and development; performing necessary animal and clinical testing; working towards medical device regulatory compliance; and, if the LIBERTY® Endovascular Robotic Surgical System or other future product candidates are approved or cleared for commercial distribution,and engaging in appropriate sales and marketing activities that, together with anticipated sales, general and administrative expenses, will likely result in Microbot incurring further significant losses for the foreseeable future.

Microbot ishas anot development-stagerecognized medicalany device company and currently generates no revenuerevenues from product sales,sales through December 31, 2025, and maydoes nevernot beanticipate ablegenerating tosignificant revenues until it can successfully commercialize and sell the LIBERTY® Endovascular Robotic Surgical System or other future product candidates. Microbot does not currently have the required approvals or clearances to market or test in humans the LIBERTY® Endovascular Robotic Surgical System or any other future product candidates and Microbot may never receive them. Microbot does not anticipate generating significant revenues until it can successfully develop, commercialize and sell products derived from its product pipeline,candidates, of which Microbot can give no assurance. Even if Microbot or any of its future development partnerspartners, if any, succeed in commercializing anythe LIBERTY® ofEndovascular itsRobotic productSurgical candidates,System, Microbot may never generate revenues significant enough to achieve profitability.

Because of the numerous risks and uncertainties associated with the LIBERTY® Endovascular Robotic Surgical System or its product development pipeline and strategy, Microbot cannot accurately predict when it will achieve profitability, if ever. Failure to become and remain profitable would depress the value of the Company and could impair its ability to raise capital, which may force the Company to curtail or discontinue its ongoing research and development programs and/or day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis.

Microbot has a limited operating history outsideas ofa commercial-stage company since it ceased primarily being a research and development-stage company, which may make it difficult to evaluate the prospects for the Company’s future viability.

Microbot has a limited operating history as a commercial-stage company upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of Microbot must be considered in the light of the potential problems, delays, uncertainties and complications that may be encountered in connection with a newly established business. The risks include, but are not limited to, the possibility that Microbot will not be able to develop functional and scalable products, or that although functional and scalable, its products will not be economical to market; that its competitors hold proprietary rights that may preclude Microbot from marketing such products; that its competitors market a superior or equivalent product; that Microbot is not able to upgrade and enhance its technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances or approvals for its products. To successfully introduce and market its products at a profit, Microbot must establish brand name recognition and competitive advantages for its products. There are no assurances that Microbot can successfully address these challenges. If it is unsuccessful, Microbot and its business, financial condition and operating results could be materially and adversely affected.

Microbot’sMicrobot operations to date have been limited to organizing the company, entering into licensing arrangements to initially obtain rights to its technologies, developing and securing its technologies, raising capital, developing regulatory and reimbursement strategies for its product candidates, preparing for preclinical and clinical trials of product candidates from time to time and, most recently, commencing pre-commercialization planning for the LIBERTY® Endovascular Robotic Surgical System. Microbot has not yet demonstrated its ability to successfully complete development of any product candidate, obtain marketing clearance or approval, manufacture a commercial-scale product or arrange for a third-party to do so on its behalf, or conduct sales and marketing activities necessary for successful product commercialization. Consequently, any predictions made about Microbot’s future success or viability may not be as accurate as they could be if Microbot had a longer operating history.

Microbot willexpects to need additional funding.funding to continue to transition to a profitable commercial enterprise and build a sustainable business model. If Microbot is unable to raise capital when needed,capital, it could be forced to delay, reduce or eliminate its product development programs or commercialization efforts efforts.or future product development programs.

To date, Microbot has funded its operations primarily through offerings of debt and equity securities and grants. Microbot does not know when, or if, it will generatebe any revenue, but does not expect to generate significant revenue unless and until it obtains regulatory clearance or approval of and commercializes one of its current or future product candidates.profitable. It is anticipated that the Company will continue to incur losses for the foreseeable future, and that losses will increase as it continues the development of,of the manufacturing, sales and seeksmarketing regulatoryinfrastructure necessary review of, its product candidates, and begins to commercialize any approved or cleared products following a successful regulatory review.LIBERTY®.

Microbot also expects the research and development expenses of the Company to continue to increase substantially in future periods as it potentially conducts clinical trials for additional research programs for the LIBERTY® Endovascular Robotic Surgical System, and especially if it initiates additional research programs for future applications and product candidates. This is the case even with the Company’s past suspension or termination of the research and development programs relating to the SCS device, the technology we originally acquired from CardioSert, and other programs. In addition, if the Company obtains marketing clearance or approval for any of its product candidates, it expects to incur significant commercialization expenses related to product manufacturing, marketing and sales. Furthermore, Microbot incurs substantial costs associated with operating as a public company in the United States. Accordingly, the Company will likely need to obtain substantial additional funding in connection with its continuing continuing operations through its projected profitability, of which it can give no assurance of success. If the Company is unable to raise raise capital when needed or on attractive terms, it could be forced to delay, reduce or eliminate its research and development programs or any future commercialization efforts, in which case it may be unable to meet its obligations or fully implement its business plan, plan, if at all.

The Company intends to continue to opportunistically strengthen its balance sheet by raising additional funds through equity offerings or otherwise in order to meet expected future liquidity needs, including the commercial introduction of the LIBERTY® Endovascular Robotic Surgical System.needs. The Company’s future capital requirements, generally, will depend on many factors, including:

Risks Relating to the Development and Commercialization of Microbot’s Product CandidatesProducts

The results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success of Microbot’s future product applications or candidates.

Microbot believes that its success will depend in part on its ability to expand its product offerings and continue to improve its existing productproducts candidates in response to changing technologies, customer demands and competitive pressures. As such, Microbot expects to continue dedicating significant significant resources in research and development. The product candidates and services being developed by Microbot may not be technologically successful. successful. In addition, the length of Microbot’s product candidates and service development cycle may be greater than Microbot originally originally expected.

Microbot has established internal goals, based upon expectations with respect to its technologies, which Microbot has used to assess its progress towardtowards, developingmost recently, commercializing the LIBERTY® Endovascular Robotic Surgical System. These goals relate to technology and design improvements as well as to dates for achieving specific development, commercialization and results. If the LIBERTY® Endovascular Robotic Surgical System exhibits technical defects or are unable to meet cost or performance goals, among other things, Microbot’s commercialization schedule could be delayed and potential purchasers may decline to purchase such products or may opt to pursue alternative products, which would materially harm its business.

AtMicrobot this time, Microbot does not know whether theany data submitted with itsany future 510(k) application will satisfy all FDA requirements to support clearance of any thefuture LIBERTY®product Endovascularcandidate Roboticof Surgical System,Microbot, which createswould create uncertainty for Microbot as well as the possibility of increased product development costs and time to market.market for any such product candidate.

In the event Microbot has identifiedpursues a future product candidate that requires FDA approval or clearance, it would have to identify a predicate device for thethat LIBERTY®product Endovascular Robotic Surgical System,candidate which it usedwould then use in its 510(k) application. However, there is no guarantee that the FDA will agree with the Company’s determination or that the FDA would accept the predicate device that Microbot submitted in itsany such 510(k). Furthermore, even though Microbot intends to commence its human trials based on protocols agreed to with the FDA as part of its IDE submission, the FDA also may request additional data in response to a 510(k) or require Microbot to conduct further testing or compile more data in support of its 510(k). It is unclear at this time whether and how various activities initiated or announced by the FDA to modernize the U.S. medical device regulatory system could affect the marketing pathway or timeline for our product candidate, given their nature.

The FDA requireswill require clinical data to be submitted as part of theany LIBERTY®future Endovascularproduct Robotic Surgical Systemcandidate’s marketing submission, and any type of clinical study performed in humans will require the investment of substantial expense, professional resources and time. In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and effectiveness of a medical device, a company must, among other things, apply for and obtain Institutional Review Board, or IRB, approval of the proposed investigation. investigation. In addition, the sponsor of the investigation must also submit and obtain FDA approval of an Investigational Device Exemption, or IDE, application, which we have submitted and are continuing the submission process with the FDA while we commence the approved human trials. trials. Microbot may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the United States for any new devices Microbot Microbot intends to market in the United States in the future. Moreover, the timing of the commencement, continuation and completion of any future clinical trial may be subject to significant delays attributable to various causes, including scheduling conflicts with participating participating clinicians and clinical institutions, difficulties in identifying and enrolling patients who meet trial eligibility criteria, failure failure of patients to complete the clinical trial, delay in or failure to obtain IRB approval to conduct a clinical trial at a prospective site, site, and shortages of supply in the investigational device.

Thus, the addition of one or more mandatory clinical trials to the development timeline for the LIBERTY® Endovascular Robotic Surgical System or any otherfuture product candidate would significantly increase the costs associated with developing and commercializing the product and delay the timing of U.S. regulatory authorization. Additionally, The current uncertainty regarding near-termany medical device regulatory changes by the FDA could further affect our development plans for the LIBERTY® Endovascular Robotic Surgical System or any other product candidate, depending on their nature, scope and applicability. Microbot and its business, financial condition and operating results could be materially and adversely affected as a result of any such costs, delays or uncertainty.

Microbot will depend upon the ability of third parties, including contract research organizations, collaborative academic groups, future clinical trial sites and investigators, to conduct or to assist the Company in conducting clinical trials for itsany future product applications and candidates, if such trials become necessary.

AsAlthough a development-stage, clinical-stage company, Microbot has no prior experience in designing, initiating, conducting and monitoring human clinical trials.trials, Microbotit willexpects to continue to depend in part upon its ability and/or the ability of future collaborators, contract research organizations, clinical trial sites and investigators to successfully design, initiate, conduct and monitor such clinical trials.

Failure by Microbot or by any of these future collaborating parties to timely and effectively initiate, conduct and monitor a future clinical trial could significantly delay or materially impair Microbot’s ability to complete those clinical trials and/or obtain regulatory clearance or approval of itsany future product candidates and, consequently, could delay or materially impair its ability to generate revenues from the commercialization of any of those future products.

Our research and development program is dependent on the availability of certain components from suppliers, the delay in delivery of which could materially adversely affect our ongoing development and ability to manufacture and package devices in the timeframes currently expected.

As a result of the Israel-Hamas war and related conflicts, we arehave currentlyexperienced experiencingfrom time to time delays in the supply for certain components from from Israeli-based vendors. We cannot determine with any certainty as to whether these shortagesthere will continuebe future shortages, especially if the recently commenced U.S.-Israeli war against Iran escalates and spreads, and if so, for how long. Consequently, Consequently, our operational and development timeline could be adversely affected if we were unable to obtain these components from our suppliers in the quantities or based on the timeline we require. Although we believe in most cases that we could identify alternative suppliers, suppliers, we can give no assurance that our research and development timelines will not be delayed while we identify and retain replacement suppliers. Accordingly, Accordingly, any material delay in delivery of any component parts or packaging could materially adversely affect our ability to obtain FDA approval and otherwise meet our expected timeframes.

Microbot has relied on, and intends to continue to rely on, third-party manufacturers to produce its products and product candidates.

Microbot currently relies, and expects to rely for the foreseeable future, on third-party manufacturers to produce and supply its productproducts, candidates,and and it expects to rely on third parties to manufacture the commercialized products as well, should they receive the necessary regulatory clearance or approval.well. Reliance on third-party manufacturers entails risks to which Microbot would not be subject if Microbot manufactured its product candidates or future commercial products itself, including:

If Microbot is not able to maintain its key manufacturing relationships, Microbot may fail to find replacement manufacturers or develop its own manufacturing capabilities, which could delay or impair Microbot’s ability to obtainsupply regulatory clearance or approvalproducts for its product candidatescustomers and could substantially increase its costs or deplete profit margins, if any. If Microbot does find replacement manufacturers, Microbot may not be able to enter into agreements with them on terms and conditions favorable to it and there could be a substantial delay before new facilities could be qualified and registered with the FDA and other foreign regulatory authorities.

If Microbot’s products and product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot will not be commercially successful.

Microbot may be subject to penalties and may be precluded from marketing its products and product candidates if Microbot fails to comply with extensive governmental regulations.

MicrobotMicrobot’s believes that its medical device productproducts candidates will beare categorized as Class II devices, which typically requirerequired a 510(k) or 510(k) de-novo premarket submission to the FDA. In addition, Microbot believes that any future medical device products it may develop would also likely be categorized as Class II devices. However, the FDA has not made any determination about whether Microbot’s contemplated future medical product candidates are Class II medical devices and may disagree with that classification. If the FDA determines that Microbot’s future product candidates should be reclassified as Class III medical devices, Microbot could be precluded from marketing the devices for clinical use within the United States for months, years or longer, depending on the specifics of the change in classification. Reclassification of any of Microbot’s product candidates as Class III medical devices could significantly increase Microbot’s regulatory costs, including the timing and expense associated with required clinical trials and other costs.

If LIBERTY® or other of Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to Medical Device Reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.

Microbot anticipates that in the future it is likely that weit may experience events that would require reporting to the FDA pursuant to the Medical Device Reporting (MDR) regulations. Any adverse event involving a Microbot product could result in future voluntary corrective actions, such as product actions or customer notifications, or agency actions, such as inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending Microbot in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results.

Microbot is dependent on its senior management, in particular Harel Gadot, Microbot’s Chairman, President and Chief Executive Officer, and Simonthe Sharon,other itssenior General Manager and Chief Technology Officer.executive. Although Microbot believes that its relationship with members of its senior management is positive, there can be no assurance that the services of any of these individuals will continue to be available to Microbot in the future. In particular, as part of our May 2023 cost reduction program, we reduced all executive officers’ salariesMicrobot’s by between 30%-50%. Although the salaries of all executives have since been reinstated, we can give no assurance that any of our executives will remain with our company in light of such reductions. Microbot’s future success will depend in part on its ability to retain its management and scientific teams, to identify, hire and retain additional qualified personnel with expertise in research and development and sales and marketing, and to effectively provide for the succession of senior management, when necessary. Competition for qualified personnel in the medical device industry is intense and finding and retaining qualified personnel with experience in the industry is very difficult. Microbot believes that there are only a limited number of individuals with the requisite skills to serve in key positions at Microbot, particularly in Israel, and it competes for key personnel with other medical equipment and technology companies, as well as research institutions.

If Microbot fails to obtain regulatory clearances in other countries for itsLIBERTY® or any other future product candidates under development, candidates, Microbot will not be able to commercialize these products or product candidates in those countries.

Israel’s Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or MOH, Registrar through the submission of an application to the Ministry of Health Medical Institutions and Devices Licensing Department, or AMAR. IfMicrobot thehas submitted an application includes ato certificateAMAR issuedbased byon aits competent510(k) authorityclearance of a “recognized” country, which includes Australia, Canada, the European Community Member States, Japan orin the United States,States the registration process is expedited, but is generally still expected to take 6 to 9 months for approval. If certification from a recognized country is not available, the registration process takes significantly longer and a license is rarely issued under such circumstances, as the MOH may require the presentation of significant additional clinical data. Once granted, a license (marketing authorization) for a medical device is valid for five years from the date of registration of the device, except for implants with a life-supporting function, for which the validity is for only two years from the date of registration. Furthermore, the holder of the license must meet several additional requirements to maintain the license. Microbot cannot be certain that it will be successful in applying for a license from the MOH for its product candidates.

Existing and historical risks relating to our operations in Israel are being exacerbated by the current military actions and operations, and related activities, that commenced withfollowing the surpriseU.S.-Israel attackjoint attach on the State of Israel on October 7, 2023.Iran.

The ongoing risks of operating in Israel arehave beingbeen exacerbated as a result of the October 7, 2023 surprise attack by hostile forces from Gaza, which led to Israeli military operation at first in Gaza andGaza, then in Lebanon.Lebanon, Syria, Yemen and Iran. These include security and economic risks, risks relating to our ability to sell or buy internationally, risk of economic instability, risk of exchange rate fluctuation negatively negatively affecting operating costs, and the risk of employees leaving to perform military service. These military operations and related activities, such as the recent collapse of the Assad regime in Syria and Israel’s subsequent military operations in Syria, and the recent escalation of military operations by and against the Houthis in Yemen,activities are on-going as of the filing date of this Annual Report on Form 10-K, although there have been temporary cease fires in such military operations from time to time.10-K.

Microbot is a clinical-stage medical device company specializing in the research, design and development of next generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. We are primarily focused on leveraging our robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

Using our LIBERTY® technological platform, we arehave developingdeveloped the first everfirst-ever fully disposable robot for various endovascular interventional procedures. The LIBERTY® Endovascular Robotic Surgical System 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 targetstargets, inwith the current intention to focus on the peripheral vasculature. vasculature market. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff.

Research and Development ExpensesExpenses, net

Research and development expenses consist primarily of salaries, benefits and related expenses and overhead for Microbot’s research, development and engineering personnel, prototype materials and research studies, obtaining and maintaining Microbot’s patent portfolio, net of government grants and NRE payments.grants. Microbot expenses its research and development costs as incurred.

Sales, General and Administrative Expenses

GeneralSales, general and administrative expenses consist primarily of the costs associated with management salaries, benefits and related expenses, sales and marketing activities, business development expenses, professional fees for accounting, auditing, consulting, legal services, and insurance expenses, net of insurance loss recoveries.expenses.

Microbot expects that its sales, general and administrative expenses will increase over the long-term, as it expands its operating and commercialization activities, maintains compliance with exchange listing and SEC requirements. Microbot expects these potential increases will likely include management costs, the costs of building out marketing and sales teams for the LIBERTY® product, legal fees, accounting fees, directors’ and officers’ liability insurance premiums and expenses associated with investor investor relations.

Microbot has incurred net losses and has not recorded any income tax benefits for the losses. It is still in its development stage and has not yet generated revenues, therefore,losses, it is more likely than not that sufficient taxable income will not be available for the tax losses to be fully utilized in the future.

The Company accounts for warrants issued to investors as either equity-classified or liability-classified instruments, based on an assessment of the warrant’s specific terms and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Sales, General and Administrative Expenses, net.Expenses. The increase in sales, general and administrative expenses of approximately $0.9$3.5 million in 2024 2025 as compared to 20232024 was primarily due to certainan costincrease reductionin plans targeting employee salariessales and bonusesmarketing payroll and related expenses mainly due to new hiring, commercialization activities, as well as board of director fees that were implementedincreases in 2023professional services, including legal, audit and laterrecruitment fees, relaxedand higher travel and office rent expenses. This increase was partially offset by a decrease in 2024.stock-based compensation expenses.

Financing Income, net. The decreaseincrease in Financefinancing income in 2024 as2025 compared towith 20232024 iswas dueprimarily todriven aby decrease inhigher market gains offsetearned byon increasemarketable in interestsecurities, incomefollowing andthe foreigninvestments exchangeof changes.capital raised during 2025.

To date,Through December 31, 2025, Microbot has not generatedrecognized any revenues, and cannot make any assurances of generating significant revenues fromin operations.the future. Microbot has incurred losses since inception and negative cash flows from operating activities for all periods presented. As of December 31, 2024,2025, Microbot had a net working capital of approximately $3.4 $76.4 million, consisting primarily of cash and cash equivalents and marketable securities. This compares to net working capital of approximately $3.4 $4.1 million as of December 31, 2023. This does not include any of the approximately $30.6 million we have raised subsequent to December 31, 2024, discussed further below.2024. Microbot anticipates that it will continue to incur net losses for the foreseeable future as it continues to ramp up manufacturing and commercialization of LIBERTY®, continues research and development efforts with respect to other uses for LIBERTY® and rampsother uppotential commercializationtechnologies ofand its primary product candidateproducts, and continues to incur costs associated with being a public company.

SinceDuring Januaryour 1,fiscal year ended December 31, 2025, we have raised the following amounts:

Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through December 31, 20242025 in the total amount of approximately $1.9$2.5 million. This amount includes amounts received of approximately $378,000,$518,000, which are a portion of an additional grant from the IIA in the amount of approximately NIS 1.62.2 million (approximately $447,000$673,000) approved on JuneJuly 1,15, 2023,2025, to further finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic Surgical System. On January 4, 2018, Microbot Israel entered into an agreement with CardioSert to acquire certain of its patent-protected technology as well as to assume CardioSert’s grants from the IIA in the aggregate amount of approximately $530,000. During the 3rd quarter of 2024, Microbot Israel transferred such technology back to CardioSert, for nominal consideration and, as a result, Microbot Israel’s liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $530,000 was also transferred back to CardioSert. On October 6, 2022, Microbot Israel entered into an agreement with Nitiloop Ltd. to acquire substantially all of its assets. Nitiloop received grants from the IIA in the aggregate amount of approximately $925,000 and Microbot Israel took over the liability to repay such grants.

Microbot Israel is obligated to pay royalties amounting to 3%-5% of its future sales up to the amount of the grants. The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest at an annual rate of SOFR, a benchmark interest rate which replaced LIBOR. Under the terms of the grants and applicable law, Microbot is restricted from transferring any technologies, know-how, manufacturing or manufacturing rights developed using the grant outside of Israel without the prior approval of the Israel Innovation Authority. Microbot has no obligation to repay the grants, if the applicable project fails, is unsuccessful or aborted before any sales are generated; accordingly, as we have discontinued the CardioSert program and are returning the technology to CardioSert, we do not expect to repay, or have the obligation to repay, the grants relating to that technology. The financial risk is assumed completely by the IIA.generated.

On MarchAs 2,of 2023,December the31, Company2025, announced that itMicrobot received approval for a grant grants from the Ministry of Economy of the State of Israel in the amount of approximately NIS 300,000, which based on an exchange rate on such date of NIS 1.00 = $0.2923, would be approximately $88,000,$50,000, to further finance the marketing activities of the LIBERTY® Endovascular Robotic Surgical System 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 the LIBERTY® Endovascular Robotic Surgical System up to the grant amount plus interest.

To the extent available, Microbot intends to continue to raise capital through future public and private issuances of debt and/or equity equity securities, to fund its commercial activities and working capital and general business purposes.purposes, including to continue to build a commercial and sales team in the U.S. and elsewhere as part of its full market release of LIBERTY® expected in April 2026. The capital raises from issuances of convertible debt and equity securities could result in additional dilution to Microbot’s shareholders. In addition, to the extent Microbot determinesis determined to incur additional indebtedness, Microbot’s incurrence of additional debt could result in debt service obligations obligations, and operating and financing covenants that would restrict its operations. Microbot can provide no assurance that financing will be available in the amounts it needs, at the times it needs it or on terms acceptable to it, if at all, and will need additional funds to continue the commercialization process for the LIBERTY® Endovascular Robotic Surgical System.

The increase in net cash flows used in operating activities was primarily from an increase in research and development expensesexpenses, manufacturing inventory, sales and marketing, and general and administration expenses discussed above.

The decreaseincrease of net cash flows providedused byin investing activities was primarily due to aan decreaseincrease in proceeds from maturitiespurchases of marketable securities in 2024 2025 compared to 2023.2024.

The increase in net cash flows provided by financing activities was due to increased issuances of common stock and warrants in 20242025 compared to 2023.2024, also discussed above.

The FDA-cleared LIBERTY® Endovascular Robotic System features a unique compact, single-usesingle use design with the capability to be operated remotely, reduce radiation exposure and physical strain to the physician, as well as the potential to eliminate the use of consumables.

The LIBERTY® Endovascular Robotic System ishas been designed to have the following attributes:

On August 13, 2024, we announced that we received ISO 13485:2016 certification for our quality management system. Receiving ISO 13485 certification indicates that a company has developed and implemented robust policies and procedures for the development and manufacture of regulated medical products. This is a certification ensuring compliance with the Quality Management System (QMS) requirements of the EU Medical Devices Regulation (MDR 2017/745) and supporting our future CE Mark approval, and to ultimately allowingallow us to market the LIBERTY® Endovascular Robotic System in Europe as well as other regions who accept the CE Mark. We anticipate CE Mark approval in the second half of 2026. However, we can give no assurance that we will meet this or any other projected milestones, if ever. In addition, in view of the recent revision published by the FDA regarding the quality system management regulationsregulation and its incorporation by reference of the ISO 13485 standard, we believe it will help streamline our transition into this revised FDA regulation.

The Company entered into an agreement with Emory University, which will allow the parties to evaluate and explore the potential for a future collaboration in connection with autonomous robotics in endovascular procedures. Under the terms of the agreement, Emory University will assume the responsibility of exploring the feasibility of integrating the LIBERTY® Endovascular Robotic System with an imaging system to create an autonomous robotic system for endovascular procedures. Inprocedures November 2025, we announced that Emory University Hospital adopted LIBERTY® Endovascular Robotic System for patient care, and that we are collaborating with it to establish an Endovascular Robotics Program in interventional radiology..

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

The Company closely monitors how these and otherthe 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® Endovascular Robotic System 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.

OurRevenues revenues consistsconsist of selling our LIBERTY® Endovascular Robotic System to hospitals.

Our costCost of revenues consists primarily of labor expenses, materials, and other related manufacturing costs associated with manufacturing units of the LIBERTY® Endovascular Robotic System.

Comparison of Three and Six Months Ended MarchJune 31,30, 2026 and 2025

The following table sets forth the key components of Microbot’s results of operations for the three-monththree- and six-month periods ended March 31,June 30, 2026 and 2025 (in thousands):

Revenues. During the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, the Company generated revenue exclusively from the sale of the LIBERTY® Endovascular Robotic System in its Limitedlimited Marketmarket Releaserelease and full market release to certain hospital customers, compared with no revenue in the corresponding period of 2025 as the Company had not yet commenced commercial operations. In the third quarter of 2025, the Company launched the Limited Market Release of the LIBERTY® Endovascular Robotic System, where it strategically introduced the product into select high procedure volume regions. This Limited Market Release continued through the end of the three-month period ended March 31, 2026. The Company commencedtransitioned itsfrom Fullthe Marketlimited market Release subsequentrelease to the threefull monthmarket period ended March 31, 2026,release in April 2026.

Cost of revenues. Cost of revenuerevenues consists primarily of direct and indirect costs related to the manufacturing of units of the LIBERTY® Endovascular Robotic System for commercial sale, including personnel costs, third-party manufacturing costs, packaging services, freight, storage costs, royalties, and write down of inventories. The Company did not recognize cost of revenues for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2025 as it had not yet commenced commercial operations.

FinancingCost Income.of Therevenues increaseincreased forin the threethree-month monthsperiod ended June 30, 2026 compared to the three-month period ended March 31, 2026 comparedprimarily due to the samefollowing periods in 2025, was primarily due to higher interest income from short-term investments resulting from the capital raised in 2025.factors:

AsDuring the six months ended June 30, 2026, the Company has commenced recognition of Marchrevenues, 31,in 2026,the Microbotamount hasof not$346,000. recognizedThe any significant revenues, andCompany cannot make any assurances of continuing to generate revenues, or of generating significant revenuesrevenues, in the future. Microbot has incurred losses since inception and negative cash flows from operating activities for all periods presented. As of MarchJune 31,30, 2026, Microbot had a net working capital of approximately $73.1 $67.3 million, consisting primarily of cash and cash equivalents and marketable securities. This compares to net working capital of approximately $76.4 million as of December 31, 2025. Microbot anticipates that it will continue to incur net losses for the foreseeable future as it continues to ramp up manufacturing and commercialization of the LIBERTY® Endovascular Robotic System, continues research and development efforts with respect to other uses for it and other potential technologies and products, and continues to incur costs associated with being a public company.

Microbot has funded its operations through the issuance of capital stock, grants from the Israeli Innovation Authority, and convertible debt. Since inception (November 2010) through MarchJune 31,30, 2026, Microbot has raised cash proceeds of approximately $168.3 million.million Since inception (November 2010) through March 31, 2026, Microbotand incurred a total cumulative loss of approximately $107.8$113.4 million.

During ourthe fiscal year ended December 31, 2025 and through MarchJune 31,30, 2026, we raised the following amounts:

Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through MarchJune 31,30, 20262026, in the total amount of approximately $2.5 million. This amount includes amounts received of approximately $518,000, which are a portion of an additional grant from the IIA in the amount of approximately NIS 2.2 million (approximately $673,000) approved on July 15, 2025, to further finance the development of the manufacturing process of the LIBERTY® Endovascular Robotic System. On October 6, 2022, Microbot Israel entered into an agreement with Nitiloop Ltd. to acquire substantially all of its assets. Nitiloop received grants from the IIA in the aggregate amount of approximately $925,000 and Microbot Israel took over the liability to repay such grants.

As of MarchJune 31,30, 2026, Microbot received grants from the Ministry of Economy of the State of Israel in the amount of approximately $50,000, to further finance the marketing activities of the LIBERTY® Endovascular Robotic System 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 the LIBERTY® Endovascular Robotic System up to the grant amount plus interest.

To the extent available, Microbot intends to continue to raise capital through future public and private issuances of debt and/or equity securities, including pursuant to our At-the-Market facility described above and upon any cash exercise of its outstanding investment options by the holders of such options, to fund its commercial activities and working capital and general business purposes, including to continue to build a commercial and sales team in the U.S. and elsewhere as part of its full market release of the LIBERTY® Endovascular Robotic System which commenced in April 2026. The capital raises from issuances of convertible debt and equity securities could result in additional dilution to Microbot’s shareholders. In addition, to the extent Microbot is determined to incur additional indebtedness, Microbot’s incurrence of additional debt could result in debt service obligations, obligations and operating and financing covenants that would restrict its operations. Microbot can provide no assurance that financing will be available in the amounts it needs, at the times it needs it or on terms acceptable to it, if at all, and will need additional funds to continue the commercialization process for the LIBERTY® Endovascular Robotic System.

The increase in net cash flows used in operating activities during the three six months ended March 31, 2026 compared with the same periodsperiod in 2025,2025 was primarily from an increase in themanufacturing costexpenses and sales and marketing expenses relating to manufacturethe inventoryrelease of the the LIBERTY® Endovascular Robotic System,System salesas we shift to commercialization of the product and marketing,due to an increase in salary and general and administrationbonus expenses.

The increase of net cash flows provided by investing activities was primarily due to mostly purchases of marketable securities during the thesix-month period endingended MarchJune 31,30, 20252025, compared to mostly sales of marketable securities during the samecomparable period in 2026.

The decrease in net cash flows provided by financing activities was due to issuanceissuances of common stock and warrants during the first quarter of 2025, with no similar activity during the comparable period in 2026.