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Microbot Medical (NASDAQ: MBOT) revises executive contracts and approves $140k bonus for CEO

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Microbot Medical Inc. reported changes to its executive employment arrangements and a one-time cash award. As of February 20, 2026, the company entered into an addendum to the employment agreement with Simon Sharon, an addendum with Rachel Vaknin, and an amendment to the employment agreement with Juan Diaz-Cartelle. On February 18, 2026, the board also authorized a special bonus of approximately $140,000 for CEO, President and Chairman Harel Gadot, which is in addition to bonuses he may receive under his existing employment agreement.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 18, 2026

 

MICROBOT MEDICAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-19871   94-3078125

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

175 Derby St., Bld. 27

Hingham, MA 02043

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (781) 875-3605

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   MBOT   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

The information set forth in Item 5.02 below is incorporated herein by reference into this Item 1.01.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

As of February 20, 2026, Microbot Medical Inc. (the “Company”) entered into:

 

●Addendum #3 to Employment Agreement, with Simon Sharon, the Company’s Chief Technology Officer and the General Manager of the Company’s Israel facilities, to (a) increase Mr. Sharon’s annual base salary to NIS 1,008,000, commencing for the 2026 fiscal year, and (b) to increase the maximum annual bonus of Mr. Sharon to up to 50% of base salary, commencing for the 2026 fiscal year (the “Sharon Agreement”). In addition, the Sharon Agreement provides that the base salary shall be reviewed on an annual basis, taking into account such performance metrics and criteria of Mr. Sharon and of the Company in the Compensation Committee’s (or the full Board of Director’s, if applicable) sole discretion, without further amendment or addendum to Mr. Sharon’s employment agreement, as amended by the Sharon Agreement.

 

●Addendum #3 to Employment Agreement, with Rachel Vaknin, the Company’s Chief Financial Officer, to (a) increase Ms. Vaknin’s annual base salary to NIS 756,000, commencing for the 2026 fiscal year, and (b) to increase the maximum annual bonus of Ms. Vaknin to up to 50% of base salary, commencing for the 2026 fiscal year (the “Vaknin Agreement”). In addition, the Vaknin Agreement provides that the base salary shall be reviewed on an annual basis, taking into account such performance metrics and criteria of Ms. Vaknin and of the Company in the Compensation Committee’s (or the full Board of Director’s, if applicable) sole discretion, without further amendment or addendum to Ms. Vaknin’s employment agreement, as amended by the Vaknin Agreement.

 

●Amendment #2 to Employment Agreement, with Juan Diaz-Cartelle, the Company’s Chief Medical Officer, to increase the maximum annual bonus of Dr. Diaz-Cartelle to up to 50% of base salary, commencing for the 2026 fiscal year (the “Diaz-Cartelle Agreement”).

 

In addition, on February 18, 2026, the Company authorized the payment of a special bonus to Harel Gadot, the Company’s Chief Executive Officer, President and Chairman, in the amount of approximately $140,000. This is in addition to any other bonuses he is entitled to receive under his existing employment agreement.

 

The Sharon Agreement, Vaknin Agreement and Diaz-Cartelle Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The description of the terms of the Sharon Agreement, Vaknin Agreement and Diaz-Cartelle Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
     
10.1   Addendum #3 to Employment Agreement, dated as of February 20, 2026, with Simon Sharon
10.2   Addendum #3 to Employment Agreement, dated as of February 20, 2026, with Rachel Vaknin
10.3   Amendment #2 to Employment Agreement, dated as of February 20, 2026, with Juan Diaz-Cartelle
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  MICROBOT MEDICAL INC.
   
  By: /s/ Harel Gadot
  Name: Harel Gadot
  Title: Chief Executive Officer, President and Chairman

 

Date: February 24, 2026

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation actions did MBOT disclose in this 8-K filing?

Microbot Medical disclosed new amendments to employment agreements for three senior executives and a one-time special cash bonus for its CEO. These changes affect contractual terms and pay structure at the leadership level, but are limited to the named individuals rather than broad employee programs.

How much is the special bonus granted to Microbot Medical’s CEO Harel Gadot?

Harel Gadot was granted a special bonus of approximately $140,000. This award is described as an additional payment on top of any bonuses he may receive under his existing employment agreement, highlighting a discrete, board-authorized cash incentive for the company’s top executive.

Which Microbot Medical executives had their employment agreements amended in February 2026?

Microbot Medical amended employment arrangements with three executives: Simon Sharon, Rachel Vaknin, and Juan Diaz-Cartelle. Their updated contracts are documented as Addendum #3 for Sharon and Vaknin and Amendment #2 for Diaz-Cartelle, each dated as of February 20, 2026, and filed as exhibits.

Where can investors find the detailed terms of Microbot Medical’s new executive agreements?

Detailed terms are contained in exhibits to the report: Addendum #3 for Simon Sharon (Exhibit 10.1), Addendum #3 for Rachel Vaknin (Exhibit 10.2), and Amendment #2 for Juan Diaz-Cartelle (Exhibit 10.3). These exhibits provide the full contractual language governing the updated arrangements.

Does the special bonus replace existing bonus rights under Harel Gadot’s employment agreement with MBOT?

The special bonus does not replace existing rights; it is in addition to bonuses under his current employment agreement. The filing states the approximately $140,000 payment is separate from other bonus entitlements already provided for in his existing contract with Microbot Medical.

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

Other Documents