Microbot Medical Closes $13 Million Registered Direct Offering

Rhea-AI Summary

Microbot Medical (MBOT) has successfully closed a registered direct offering, raising $13 million through the sale of 6,103,289 common stock shares at $2.13 per share. The company also issued unregistered short-term series I preferred investment options in a concurrent private placement, allowing the purchase of up to 12,206,578 additional shares at $2.13 per share, exercisable for two years following stockholder approval.

The net proceeds will fund the development, commercialization, and regulatory activities for the LIBERTY® Robotic System, expand applications from the company's IP portfolio, and provide working capital. H.C. Wainwright & Co. served as the exclusive placement agent for the offerings.

Positive

• Secured $13 million in gross proceeds through equity offering
• Investment options could provide additional future funding at $2.13 per share
• Clear allocation of funds for LIBERTY® Robotic System development and commercialization

Negative

• Potential significant dilution from 6.1M new shares issued
• Additional dilution risk from 12.2M shares under investment options
• Offering priced at-the-market, indicating no premium to market price

Insights

Financial Analyst

This $13 million capital raise represents a important financing milestone for Microbot Medical, structured as a sophisticated two-part transaction that balances immediate capital needs with future funding potential. The offering price of $2.13 per share, aligned with market rates, demonstrates institutional confidence in the company's valuation.

The financing structure is particularly noteworthy for several reasons:

• The combination of registered shares and unregistered warrants provides flexibility while managing dilution - immediate issuance of 6.1M shares represents approximately 20% dilution, with potential for additional dilution through warrants
• The two-year warrant exercise period, contingent on shareholder approval, creates a strategic window for future capital injection if development milestones are met
• The at-market pricing suggests strong institutional interest, as premium/discount pricing is often needed for smaller cap biotech financings

The capital injection significantly strengthens Microbot's position in advancing their LIBERTY® Robotic System through regulatory pathways and commercialization efforts. The raised amount should provide adequate runway for key development milestones, though investors should monitor the burn rate against development timelines.

H.C. Wainwright's involvement as exclusive placement agent adds credibility to the transaction, as they maintain strong relationships with healthcare-focused institutional investors. The shelf registration utilization indicates efficient execution and suggests potential for future capital raises if needed.

BRAINTREE, Mass., Feb. 11, 2025 (GLOBE NEWSWIRE) -- Microbot Medical Inc. (Nasdaq: MBOT) today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules 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 addition, in a concurrent private placement, the Company issued 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 series I preferred investment options and the shares issuable upon exercise thereof.

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

The gross proceeds to the Company from the offerings were 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) were 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 was 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 were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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 were 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, were not 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 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

How much did Microbot Medical (MBOT) raise in its February 2025 offering?

Microbot Medical raised $13 million in gross proceeds through a registered direct offering of common stock shares.

What is the exercise price of MBOT's series I preferred investment options?

The series I preferred investment options have an exercise price of $2.13 per share.

How will MBOT use the proceeds from the February 2025 offering?

The proceeds will be used for LIBERTY® Robotic System development, commercialization, regulatory activities, IP portfolio expansion, and working capital.

How many new shares did MBOT issue in the February 2025 offering?

MBOT issued 6,103,289 shares of common stock in the registered direct offering.

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

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