8-K

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

Dateof Report (Date of earliest event reported): August 27, 2025

MICROBOT

MEDICAL INC.

(Exactname of registrant as specified in its charter)

175Derby St., Bld. 27

Hingham,MA 02043

(Addressof Principal Executive Offices) (Zip Code)

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

(FormerName 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:

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

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. ☐

Item3.02. Unregistered Sales of Equity Securities.

From August 26, 2025 through August 27, 2025, Microbot Medical Inc. (the “Company”) issued an aggregate of 4,055,870 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), upon the exercise of (a) 300,000 outstanding Series H preferred investment options (the “Series H Options”), by the holders of the Series H Options and (b) 3,755,870 outstanding Series I preferred investment options (the “Series I Options”), by the holders of the Series I Options. The exercise prices per share of the Series H Options were $2.10 and Series I Options were $2.13, generating aggregate gross proceeds to the Company, before deducting placement agent fees and expenses, of approximately $8.6 million. As of August 27, 2025, the Company had issued and outstanding approximately 52,569,762 shares of Common Stock.

The Shares were issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

Each of the Shares underlying the Series H Options were registered by the Company for resale on a Registration Statement on Form S-3 (Registration No.: 333-284688) on behalf of the holders of the Series H Options. Each of the Shares underlying the Series I Options were registered for resale by the Company on a Registration Statement on Form S-3 (Registration No.: 333-285690) on behalf of the holders of the Series I Options.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

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.

Date: August 27, 2025