Form 8-K

8-K — Microbot Medical Inc.

Accession: 0001493152-26-016198

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0000883975

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 10, 2026

MICROBOT

MEDICAL INC.

(Exact

name of registrant as specified in its charter)

Delaware

000-19871

94-3078125

(State

or other jurisdiction

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 ☐

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

8.01 Other Events.

Microbot

Medical Inc. (the “Company”) previously

entered into an At the Market Offering Agreement dated June 10, 2021, as amended on July 1, 2024 (the “Sales Agreement”),

with H.C. Wainwright & Co., LLC (“Wainwright”) in connection with the Company’s

“at the market offering” program (the “ATM Program”). Pursuant to the terms of the Sales Agreement, the

Company may sell from time to time through Wainwright the Company’s common stock (“Common

Stock”), par value $0.01 per share (the “ATM Shares”), having an aggregate offering price of up to $39,230,691 (the

“ATM Program”). Sales of the ATM Shares under the ATM Program, if any, will be made

by means of transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act

of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for the Common

Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated

transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other

method permitted by law.

The

Company will file a prospectus supplement to the Company’s shelf registration statement on Form S-3 (File No. 333-275634) (the

“Prospectus Supplement”) with the Securities and Exchange Commission in connection with the offer and sale of the ATM Shares.

The

opinion of the Company’s counsel regarding the validity of the ATM Shares offered pursuant to the ATM Program under the Prospectus

Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This

Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy shares of the Company’s common

stock, and there shall not be any sale of such shares in any state or jurisdiction in which such an offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of ATM Shares is being

made only by means of a prospectus and related prospectus supplement.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

5.1

Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

10.1

At the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 10, 2021).

10.2

Amendment to the At the Market Offering Agreement, dated July 1, 2024, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 1, 2024).

23.1

Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1).

104

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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 hereunto duly authorized.

MICROBOT

MEDICAL INC.

By:

/s/

Harel Gadot

Name:

Harel

Gadot

Title:

Chief

Executive Officer, President and Chairman

Dated:

April 10, 2026

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

919

Third Avenue

New

York, NY 10022

212

935 3000

mintz.com

April

10, 2026

Microbot

Medical Inc.

175

Derby St., Bld. 27

Hingham,

MA 02043

Ladies

and Gentlemen:

have acted as counsel to Microbot Medical Inc., a Delaware corporation (the “Company”), in connection with the preparation

and filing with the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement to be filed to

a Prospectus, dated December 4, 2023 (the “Prospectus and Prospectus Supplement”), filed pursuant to a Registration

Statement on Form S-3, Registration No. 333-275634 (the “Registration Statement”), pursuant to which the Company is

registering under the Securities Act of 1933, as amended (the “Securities Act”), the sale of up to $39,230,691 of

shares (the “Placement Shares”) of common stock, $0.01 par value per share (the “Common Stock”),

of the Company. The Placement Shares are being sold pursuant to an At the Market Offering Agreement, dated as of June 10, 2021, as amended

on July 1, 2024, by and between the Company and H.C. Wainwright & Co., LLC (the “Agreement”), pursuant to which

the Company may issue and sell the Placement Shares pursuant to the Registration Statement and the Prospectus and Prospectus Supplement.

connection with this opinion, we have examined the Company’s Restated Certificate of Incorporation, as amended to date, and Amended

and Restated By-laws, as amended to date, such other records of the corporate proceedings of the Company and certificates of the Company’s

officers as we have deemed relevant, as well as the Registration Statement and the exhibits thereto and the Prospectus and the Prospectus

Supplement.

our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents

submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile

copies and the authenticity of the originals of such copies.

Based

upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Placement Shares, when issued by the

Company out of the Company’s duly authorized Common Stock and issued and delivered by the Company against payment therefor as contemplated

by the Agreement, on terms approved by the Board of Directors of the Company, or a duly authorized committee thereof, will be duly and

validly issued, fully paid and non-assessable.

Our

opinion is limited to the General Corporation Law of the State of Delaware and the United States federal laws, and we express no opinion

with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Placement

Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

MINTZ

April 10, 2026

Page 2

have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed

by us to be responsible.

Please

note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to

advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or

opinions set forth herein.

hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and the Registration Statement in accordance

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firm’s name therein and

in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are

in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very

truly yours,

/s/

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz,

Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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