Microbot Medical Announces $13 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Rhea-AI Summary

Microbot Medical (Nasdaq: MBOT) has announced a $13 million registered direct offering priced at-the-market, selling 6,103,289 shares of common stock at $2.13 per share. The company is also conducting a concurrent private placement of unregistered short-term series I preferred investment options.

These investment options allow the purchase of up to 12,206,578 additional shares at $2.13 per share, exercisable for two years following stockholder approval. The closing is expected around February 11, 2025, with H.C. Wainwright & Co. serving as the exclusive placement agent.

The net proceeds will fund the development and commercialization of the LIBERTY® Robotic System, expand applications from existing IP portfolio, and provide working capital. The offering is made under a previously filed S-3 registration statement, while the preferred investment options are issued under Section 4(a)(2) of the Securities Act.

Positive

• Secured $13 million in gross proceeds through equity offering
• Funds allocated for LIBERTY® Robotic System development and commercialization
• Strategic expansion of IP portfolio applications planned

Negative

• Significant shareholder dilution through issuance of 6.1M new shares
• Potential additional dilution of 12.2M shares through investment options
• Offering priced at market rate without premium

Insights

Financial Analyst

This $13 million capital raise represents a strategic yet dilutive financing move for Microbot Medical, structured as a combination of immediate equity issuance and potential future conversion rights. The offering's complexity reveals careful consideration of both immediate capital needs and future flexibility.

Several critical aspects warrant attention:

• The pricing at $2.13 versus the current market price of $2.55 represents a 16.5% discount, reflecting current market conditions for small-cap medical device companies seeking capital.
• The inclusion of short-term series I preferred investment options effectively doubles the potential dilution, as it allows for up to 12.2 million additional shares at the same price point over a two-year period.
• The stipulation requiring stockholder approval for increased authorized shares suggests the company is near its current authorized share limit, adding a layer of execution risk to the full transaction.

The stated use of proceeds focuses on the LIBERTY® Robotic System's commercialization and regulatory activities, indicating a important phase in the company's development timeline. This funding could provide approximately 12-18 months of runway based on typical burn rates for medical device companies at this stage.

The selection of H.C. Wainwright as the exclusive placement agent suggests a structured approach to institutional investor targeting, though the dilutive nature and complex structure of the offering reflects the challenging funding environment for small-cap medical device companies in early 2025.

BRAINTREE, Mass., Feb. 10, 2025 (GLOBE NEWSWIRE) -- Microbot Medical Inc. (Nasdaq: MBOT) today announced that it has entered into definitive agreements for the purchase and sale of 6,103,289 shares of the Company’s common stock at a purchase price of $2.13 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue unregistered short-term series I preferred investment options. The short-term series I preferred investment options to purchase up to 12,206,578 shares of common stock have an exercise price of $2.13 per share and will be exercisable for a period of two years beginning on the later of (i) the effective date of the increase of the Company’s authorized shares of common stock following stockholder approval and (ii) the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about February 11, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The gross proceeds to the Company from the offerings are expected to be approximately $13 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for the continued development, commercialization and regulatory activities for the Company’s LIBERTY^® Robotic System, expansion and development of additional applications derived from the Company’s existing IP portfolio, and for working capital and other general corporate purposes.

The shares of common stock described above (but not the short-term series I preferred investment options issued in the concurrent private placement or the shares of common stock underlying such short-term series I preferred investment options) are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-275634) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 4, 2023. The offering of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The short-term series I preferred investment options described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the short-term series I preferred investment options, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the short-term series I preferred investment options and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Microbot Medical
Microbot Medical Inc. (NASDAQ: MBOT) is a clinical stage medical technology company with a vision to improve the quality of care for millions of patients and providers globally. The Company has developed the world’s first single-use, fully disposable endovascular robotic system, which aims to eliminate traditional barriers to accessing advanced robotic systems.

Further information about Microbot Medical is available at http://www.microbotmedical.com.

Safe Harbor
Statements to future financial and/or operating results, future growth in research, technology, clinical development, commercialization and potential opportunities for Microbot Medical Inc. and its subsidiaries, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects” and “estimates”) should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, the completion of the offerings, the satisfaction of customary closing conditions related to the offerings, the intended use of proceeds from the offerings, the receipt of stockholder approval in connection therewith, the Company’s need for and ability to obtain additional working capital to continue its transition to a commercially focused company, market conditions, risks inherent in the development and/or commercialization of the LIBERTY^® Endovascular Robotic Surgical System, uncertainty in the results of regulatory pathways and regulatory approvals, including whether the FDA will grant 510(k) clearance to commercially market the LIBERTY^® Endovascular Robotic Surgical System in the United States, disruptions resulting from new and ongoing hostilities between Israel and the Palestinians and other neighboring countries, need and ability to obtain future capital, and maintenance of intellectual property rights. Additional information on risks facing Microbot Medical can be found under the heading “Risk Factors” in Microbot Medical’s periodic reports filed with the Securities and Exchange Commission (SEC), which are available on the SEC’s web site at www.sec.gov. Microbot Medical disclaims any intent or obligation to update these forward-looking statements, except as required by law.

Investor Contact:
IR@microbotmedical.com

FAQ

What is the size and price of Microbot Medical's (MBOT) February 2025 offering?

Microbot Medical's February 2025 offering consists of 6,103,289 shares priced at $2.13 per share, totaling approximately $13 million in gross proceeds.

How many additional shares could be issued through MBOT's preferred investment options?

The preferred investment options allow for the purchase of up to 12,206,578 additional shares at $2.13 per share over a two-year period.

What will Microbot Medical (MBOT) use the offering proceeds for?

The proceeds will be used for LIBERTY® Robotic System development and commercialization, expanding IP portfolio applications, and general working capital.

When will MBOT's February 2025 offering close?

The offering is expected to close on or about February 11, 2025, subject to customary closing conditions.

What is the exercise period for MBOT's series I preferred investment options?

The investment options are exercisable for two years, beginning after stockholder approval of increased authorized shares and approval of shares issuance.