UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the quarterly period ended June 30, 2026

For the transition period from ____ to _____

Commission file number: 000-19871

MICROBOT MEDICAL INC.

(Name of Registrant in Its Charter)

175 Derby St., Bld. 27

Hingham, MA 02043

(Address of principal executive offices)

(781) 875-3605

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 67,164,801 shares of Common Stock, $0.01 par value at August 11, 2026. 

MICROBOT MEDICAL INC. AND SUBSIDIARY

Index

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Balance Sheets

U.S. dollars in thousands

(Except share and per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Comprehensive Loss

U.S. dollars in thousands

(Except share and per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Shareholders’ Equity

U.S. dollars in thousands

(Except share and per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Interim Condensed Consolidated Statements of Cash Flows

U.S. dollars in thousands

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MICROBOT MEDICAL INC.

Notes to Interim Unaudited Condensed Consolidated Financial Statements

U.S. dollars in thousands

(Except share and per share data)

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

Microbot is a 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 have developed the first-ever fully disposable robot for various endovascular interventional procedures. The LIBERTY^® Endovascular Robotic 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 targets, with the current intention to focus in the peripheral vasculature market. It is designed to eliminate the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff.

Technological Platforms

LIBERTY^® Endovascular Robotic System

The FDA-cleared LIBERTY^® Endovascular Robotic System features a unique compact, single 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 is designed to maneuver guidewires and over-the-wire devices (such as microcatheters) within the body’s vasculature. It eliminates the need for extensive capital equipment requiring dedicated Cath-lab rooms as well as dedicated staff, when compared to other robotic systems.

We believe the addressable markets for the LIBERTY^® Endovascular Robotic System in its current version includes the peripheral interventional radiology market, with future versions expected to include the Interventional Cardiology and Interventional Neuroradiology markets.

The unique characteristics of the LIBERTY^® Endovascular Robotic System - compact, mobile, disposable and remotely controlled – also may open the opportunity of expanding telerobotic interventions to patients with limited access to life-saving procedures.

The LIBERTY^® Endovascular Robotic System has 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 allow 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 regulation and its incorporation by reference of the ISO 13485 standard, we believe it will help streamline our transition into this revised FDA regulation.

On September 8, 2025, we announced that the FDA has granted 510(k) clearance for the LIBERTY® Endovascular Robotic System and in November 2025, we announced the limited market release of the LIBERTY® Endovascular Robotic System to selected high procedure volume regions where we already experienced preliminary demand for the product. The Company’s full market release was at the Society of Interventional Radiology conference in April 2026.

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 .

NovaCross^®

On October 6, 2022, we purchased substantially all of the assets, including intellectual property, devices, components and product related materials of Nitiloop Ltd., an Israeli limited liability company. The assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter, and the products or potential products incorporating the technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements.

Middle East Conflict

On October 7, 2023, the State of Israel, where the Company’s research and development and other operations are primarily based, suffered a surprise attack by hostile forces from Gaza, which led to Israeli military operations at first in Gaza and then in Lebanon. Since that time, the hostilities have escalated into a regional armed conflict involving Iran, Israel, and the United States, including direct military operations and retaliatory actions, as well as engagement by Iran-supported groups across multiple fronts. These developments have included military activity in Syria following the collapse of the Assad regime and Israel’s subsequent military operations in Syria, intensified hostilities by and against the Houthis in Yemen, and continued exchanges involving Iranian-aligned forces throughout the region, including in Lebanon. This regional armed conflict and related hostilities remain ongoing as of the filing date of these consolidated financial statements. Although there have been temporary cease-fires and periods of reduced military activity from time to time, these have been limited in duration and scope and have not resulted in a sustained reduction in regional hostilities or overall security risks.

As a result, a special state of emergency was declared in Israel, which included, among other things, the closure of Israel’s airspace, restrictions on public gatherings, temporary closures and/or reduced operating hours of businesses, and the mobilization of military reservists, which have resulted in reduced economic activity.

The Company has considered various ongoing risks relating to the military operations and related matters, including:

The Company closely monitors how the 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.

As of the filing date of these consolidated financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations as a result of the ongoing regional armed conflict involving Israel, Iran, and the United States. However, the Company continues to closely monitor the situation, as the current conflict remains fluid and subject to further escalation or expansion. Any material intensification or broadening of hostilities, including additional direct or indirect actions involving Iran or Iran-supported groups, the collapse of any cease-fire or de-escalation efforts, or other changes in the security environment could result in a material adverse effect on the ability of the Company’s Israeli office to support its clinical, regulatory, and other operational activities. The Company currently does not have any specific contingency plans in place in the event of any such escalation or change in circumstances.

Financial Operations Overview

Revenues

Revenues consist of selling our LIBERTY^® Endovascular Robotic System to hospitals.

Cost of Revenues

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

Gross Profit and Gross Margin

Gross profit is calculated as net revenue less cost of goods sold. We calculate gross margin as gross profit divided by net revenue. Our gross margin has been and will continue to be affected by a variety of factors, including sales price and volume, costs associated with third-party manufacturing, direct labor costs, and costs of other operation activities. We expect our gross margin to increase over the long term with production scale and other planned manufacturing efficiencies.

Research and Development Expenses, 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. Microbot expenses its research and development costs as incurred.

Sales, General and Administrative Expenses

Sales, general and administrative expenses consist primarily of the costs associated with salaries, benefits and related expenses, sales and marketing activities, professional fees for accounting, auditing, consulting, legal services, and insurance 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^® Endovascular Robotic System, legal fees, accounting fees, insurance premiums and expenses associated with investor relations.

Income Taxes

Microbot has incurred net losses and has not recorded any income tax benefits for the 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.

Inventory

Inventories are stated at the lower of actual cost, determined using the first-in, first-out method, or net realizable value (“NRV”).

Inventories primarily consist of raw materials ordered by us or in advance by our third-party contract manufacturer. Work in process and finished goods are produced by our third-party contract manufacturer and include direct labor and allocable overhead. We routinely evaluate the quantity and value of our inventories in light of current market conditions, and based on expiration of sterilization dates or defective inventory, and record write-downs when NRV is below cost.

The Company began ramping up inventory manufacturing for units of the LIBERTY^® Endovascular Robotic System intended for sale after receiving FDA clearance on September 4, 2025.

Critical Accounting Policies and Significant Judgments and Estimates

Management’s discussion and analysis of Microbot’s financial condition and results of operations are based on its consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires Microbot to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Microbot bases its estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

While Microbot’s significant accounting policies are described in more detail in the notes to its consolidated financial statements, Microbot believes the following accounting policies are the most critical for fully understanding and evaluating its consolidated financial condition and results of operations.

Contingencies

Management records and discloses legal contingencies in accordance with Accounting Standards Codification (“ASC”) Topic 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters to determine if any adjustments are required.

Common Stock Warrants

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.

Fair Value of Financial Instruments

The Company measures the fair value of certain of its financial instruments on a recurring basis.

A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2026 and 2025

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

Revenues. During the three- and six-month periods ended June 30, 2026, the Company generated revenue exclusively from the sale of the LIBERTY^® Endovascular Robotic System in its limited market release 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. The Company transitioned from the limited market release to the full market release in April 2026.

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 March 31, 2026, generating $105,000 in revenues during the three-month period then ended. In April 2026, the Company transitioned from the limited market release to the full market release of the LIBERTY^® Endovascular Robotic System and is pursuing broader commercial adoption to grow its customer base and revenues. The Company generated $241,000 in revenues during the three-month period ended on June 30, 2026.

Cost of revenues. Cost of revenues 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- and six-month periods ended June 30, 2025 as it had not yet commenced commercial operations.

Cost of revenues increased in the three-month period ended June 30, 2026 compared to the three-month period ended March 31, 2026 primarily due to the following factors:

During the first quarter, certain units sold included inventory that had been manufactured prior to FDA clearance, for which those costs were included in R&D expenses in prior periods. Cost of revenues increased during the second quarter primarily due to higher manufacturing labor costs and increased customer concessions.

We expect our cost of revenues per system to decrease over time as production volumes grow. In addition, we are implementing several cost-reduction initiatives.

Research and Development Expenses. The decrease for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to an increase in government grants recognized as a reduction of research and development expenses in 2026. Additionally, manufacturing costs were capitalized into inventory in 2026, by contrast, during 2025, prior to the Company’s receipt of FDA clearance for the LIBERTY^® Endovascular Robotic System in September 2025, such manufacturing costs were expensed as incurred within research and development expense. This decrease was partially offset by an increase in payroll and related expenses due to new hires, salary increases and bonuses, increase in patent expenses, and increase in allocation expenses due to increase in office maintenance.

Sales, General and Administrative Expenses. The increase for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to an increase in payroll and related expenses mainly due to new hiring of sales and marketing personnel, salary increases and bonuses, as well as increases in legal and other general operating expenses related to commercialization activities.

Other Income. During the six months ended June 30, 2025, the Company received a judgment in the amount of approximately $316,000 net of legal fees and expenses. This judgment is non-recurring and no similar payments or other income was paid to the Company during the three or six months ended June 30, 2026.

Financing Income. The increase for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to interest income from short-term investments resulting from the capital raised in 2025.

Liquidity and Capital Resources

During the six months ended June 30, 2026, the Company has commenced recognition of revenues, in the amount of $346,000. The Company cannot make any assurances of continuing to generate revenues, or of generating significant revenues, in the future. Microbot has incurred losses since inception and negative cash flows from operating activities for all periods presented. As of June 30, 2026, Microbot had a net working capital of approximately $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 June 30, 2026, Microbot has raised cash proceeds of approximately $168.3 million and incurred a total cumulative loss of approximately $113.4 million.

During the fiscal year ended December 31, 2025 and through June 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 June 30, 2026, 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.

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.

As of June 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 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.

As of the filing date of this Quarterly Report on Form 10-Q, management believes we have sufficient funds for our operations for in excess of one year.

Cash Flows

The following table provides a summary of the net cash flow activity for each of the periods presented (in thousands):

The increase in net cash flows used in operating activities during the six months ended 2026 compared with the same period in 2025 was primarily from an increase in manufacturing expenses and sales and marketing expenses relating to the release of the LIBERTY^® Endovascular Robotic System as we shift to commercialization of the product and due to an increase in salary and bonus expenses.

The increase of net cash flows provided by investing activities was primarily due to purchases of marketable securities during the six-month period ended June 30, 2025, compared to mostly sales of marketable securities during the comparable period in 2026.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Microbot’s cash and cash equivalents as of June 30, 2026 consisted of readily available checking and money market funds. Microbot’s primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the instruments in Microbot’s portfolio, a sudden change in market interest rates would not be expected to have a material impact on Microbot’s financial condition and/or results of operations. Microbot does not believe that its cash or cash equivalents have significant risk of default or illiquidity. While Microbot believes its cash and cash equivalents do not contain excessive risk, Microbot cannot provide absolute assurance that in the future its investments will not be subject to adverse changes in market value. In addition, Microbot maintains significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.

Foreign Exchange Risks

Our financial statements are denominated in U.S. dollars and financial results are denominated in U.S. dollars, while a significant portion of our business is conducted, and a substantial portion of our operating expenses are payable, in currencies other than the U.S. dollar.

Exchange rate fluctuations may have an adverse impact on our future revenues, if any, or expenses as presented in the financial statements. We may in the future use financial instruments, such as forward foreign currency contracts, in its management of foreign currency exposure. These contracts would primarily require us to purchase and sell certain foreign currencies with or for U.S. dollars at contracted rates. We may be exposed to a credit loss in the event of non-performance by the counterparties of these contracts. In addition, these financial instruments may not adequately manage our foreign currency exposure. Our results of operations could be adversely affected if we are unable to successfully manage currency fluctuations in the future.

Effects of Inflation

Inflation generally affects Microbot by increasing its research and development expenses. Microbot does not believe that inflation and changing prices had a significant impact on its results of operations for any periods presented herein.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2026. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with the management of the Company, have determined that as of June 30, 2026, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 3G to the unaudited financial statements for the fiscal quarter ended June 30, 2026, earlier in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not have any share repurchase activity for the three months ended June 30, 2026.

Except as previously disclosed in the Company’s Current Reports on Form 8-K filed from time to time with the Securities and Exchange Commission, the Company did not have any unregistered sales of its equity securities during the three months ended June 30, 2026.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended June 30, 2026, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits