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SHARE CAPITAL | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2024 | Dec. 31, 2023
Equity [Abstract] |  |
SHARE CAPITAL | NOTE 4 - SHARE CAPITAL A. Preferred investment options inducement On December 29, 2023, the Company entered into a preferred investment option exercise inducement offer letter with certain holders of existing (i) Series A preferred investment options to purchase 1,022,495 shares of the Company’s common stock at an exercise price of $2.20 per share, issued on October 25, 2022, as amended on May 24, 2023, (ii) Series C preferred investment options to purchase 350,878 shares of the Company’s common stock at an exercise price of $2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options to purchase 312,309 shares of the Company’s common stock at an exercise price of $3.19 per share issued on June 26, 2023 (clauses (i) through (iii) collectively, the “Existing Preferred Investment Options”), pursuant to which the holders agreed to exercise for cash their Existing Preferred Investment Options to purchase an aggregate of 1,685,682 shares of the Company’s common stock, at a reduced exercised price of $1.62 per share, in consideration for the Company’s agreement to issue new series E preferred investment options having terms to purchase up to 1,685,682 shares of the Company’s common stock (the “Inducement Investment Options”). Each Inducement Investment Option will have an exercise price equal to $1.50 per share, and will be exercisable from the date of the issuance until five and one-half (5.5) years following the date of the issuance. The Company received aggregate gross proceeds of approximately $2,730 from the exercise of the Existing Preferred Investment Options by the Holders and the sale of the Inducement Investment Options, before deducting placement agent fees and other offering expenses of approximately $333. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 84,284 shares of common stock which have the same terms as the Inducement Investment Options except for an exercise price equal to $2.025 per share. Further, pursuant to the engagement letter, Wainwright has a right of first refusal to act as sole book-running manager, sole underwriter, or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities using an underwriter or placement agent occurring during the twelve-month period following the closing date January 3, 2024. B. June 2024 Offerings On June 3, 2024, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market, an aggregate of 1,566,669 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.50 per share, for aggregate gross proceeds from the Offerings of approximately $2,350 before deducting the placement agent fee and related offering expenses of approximately $328. In a concurrent private placement, the Company agreed to issue to the investors series F preferred investment options to purchase up to 3,133,338 shares of common stock at an exercise price of $1.50 per share. Each Series F preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 78,333 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $1.875 per share. C. Equity component of settlement amount As part of the Settlement Agreement (refer to Note 3G above), the Company issued 1,005,965 shares of the Company’s common stock. D. At-the-market offerings In connection with entering into the ATM Agreement, on July 1, 2024, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $4,820 of the Company’s shares of common stock pursuant to the ATM Agreement. For the three months ended September 30, 2024, the Company issued 685,800 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $734 before deducting sales agent commissions and other offering expenses of $49. E. Equity classification The shares of common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity. The Company analyzed the accounting treatment for the series E and series F preferred investment options and concluded that they should be classified as equity. The Company analyzed the accounting treatment for the preferred investment options issued to Wainwright. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards. F. Employee and advisor stock option grants In February 2024, the Company granted the CEO, certain executives and certain employees, fully vested options to purchase an aggregate of 130,000 shares of the Company’s common stock, at an exercise price per share of $1.2684, attributable to performance goals achieved in January 2024. The Company also granted the CEO and other executives, options to purchase an aggregate of 132,500 shares of the Company’s common stock at an exercise price per share of $1.25, with vesting based on meeting certain performance conditions in the year 2024. For the nine-month period ended September 30, 2024, the Company did not record an expense for these performance-based grants. This was either because the Company’s management believes the conditions are tied to securing additional capital, or because specific performance obligations, with deadlines set on or before September 30, 2024, were not met by that date. In February 2024, the Company granted the CEO and certain employees and advisors, options to purchase an aggregate of 195,000 shares of the Company’s common stock, at an exercise price per share of $1.2684, with a vesting period of three years. Regarding the CEO’s 2023 annual bonus, in February 2024, the Company paid the CEO 25% of his 2023 annual bonus, amounting to approximately $99, through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with an exercise price per share of $1.25. In September 2024, the Company granted an advisor options to purchase an aggregate of 25,000 shares of the Company’s common stock, at an exercise price per share of $0.8558, with a vesting period of three years. | NOTE 10 - SHARE CAPITAL A. Share capital developments: As of December 31, 2023 and 2022, the Company has 11,707,317 and 7,890,628 shares of common stock issued and outstanding, respectively. On October 21, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued and sold, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the “Registered Offering”), (i) an aggregate of 782,495 shares of common stock, at an offering price of $4.89 per share and (ii) pre-funded warrants exercisable for up to 240,000 shares of common stock (the “Pre-Funded Warrants”) to the Investor at an offering price of $4.8899 per Pre-Funded Warrant, for aggregate gross proceeds from the Offerings (as defined below) of approximately $5,000 before deducting the placement agent fee (as described below) and related offering expenses. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. In a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”), the Company issued to the Investor (i) Series A preferred investment options to purchase up to 1,022,495 shares of common stock (the “Series A Warrants”) at an exercise price of $4.64 per share and (ii) Series B preferred investment options to purchase up to 1,022,495 shares of common stock (the “Series B Warrants”) at an exercise price of $4.64 per share. Each Series A Warrant is exercisable immediately and will expire five years from the initial exercise date. Each Series B Warrant is exercisable immediately and will expire two years from the initial exercise date. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL On October 3, 2022 and in connection with the Offerings, the Company entered into an Engagement Letter with Wainwright as mentioned in Note 9E, as compensation for such placement agent services, the Company paid Wainwright aggregate cash fees and reimbursed Wainwright for its expenses aggregating approximately $565. The Company incurred other related offering expenses of $111. The Company also issued to Wainwright or its designees warrants to purchase 51,125 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants have a term of five years from the commencement of sales in the Offerings, and have an exercise price of $6.11 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $138. On February 13, 2023, 240,000 of the Company’s outstanding pre-funded warrants were exercised into an equivalent number of shares of common stock, at an exercise price of $0.0001 per share. B. Registered direct and private placement offerings: On May 22, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 655,569 shares of common stock, at an offering price of $2.20 per share, for aggregate gross proceeds of $1,442 before deducting the placement agent fee and related offering expenses of approximately $222 (the “First May Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 32,778 shares of common stock, which have a term of three and one-half years from the commencement of sales in the First May Offering, and have an exercise price of $2.75 per share. The First May Offering was consummated on May 23, 2023. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $46. On May 23, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering (i) an aggregate of 975,000 shares of common stock, at an offering price of $2.20 per share and (ii) pre-funded warrants exercisable for up to 234,500 shares of the Company’s common stock, at an offering price of $2.1999 per pre-funded warrant, for aggregate gross proceeds of $2,661 before deducting the placement agent fee and related offering expenses of approximately $345 (the “Second May Offering”). The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full. The Second May Offering was consummated on May 24, 2023. All of such pre-funded warrants were subsequently immediately exercised in accordance with their terms at an exercise price per share of $0.0001 into an equivalent number of shares of common stock. The Company also issued to Wainwright or its designees preferred investment options to purchase 60,476 shares of common stock, which have a term of three and one-half years from the closing of the Second May Offering, and have an exercise price of $2.75 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $72. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Registered Direct and Private Placement Offerings: On June 2, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 701,756 shares of common stock, at an offering price of $2.1375 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $1,500 before deducting the placement agent fee and related offering expenses of approximately $227 (the “First June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 35,088 shares of its common stock, which have a term of five years from the commencement of sales in the First June Offering, and have an exercise price of $2.6719 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $58. The registered direct offering was consummated on June 6, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the First June Offering, series C preferred investment options to purchase up to 350,878 shares of common stock. Each series C preferred investment option is exercisable for one share of common stock at an exercise price of $2.075 commencing on the date of issuance and expiring five and one-half years from the issuance date. On June 26, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 624,618 shares of its common stock, at an offering price of $3.25 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $2,030 before deducting the placement agent fee and related offering expenses of approximately $281 (the “Second June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 31,231 shares of its common stock, which have a term of five years from the commencement of sales in the Second June Offering, and have an exercise price of $4.0625 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $68. The registered direct offering was consummated on June 28, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the Second June Offering, series D preferred investment options to purchase up to 312,309 shares of the Company’s common stock. Each series D preferred investment option is exercisable for one share of common stock at an exercise price of $3.19 commencing on the date of issuance and expiring five and one-half years from the issuance date. The common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity. The Company analyzed the accounting treatment for the series A preferred investment option, the series B preferred investment option, the series C preferred investment option, the series D preferred investment option, and all of the pre-funded warrants issued to investors. Based on the Company’s analysis all such warrants were classified as equity. The Company analyzed the accounting treatment for all of the preferred investment options issued to Wainwright in the aforementioned offerings. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards. C. Preferred investment options amendment: In connection with the Second May Offering, the Company amended the terms of (i) the Series A preferred investment options to purchase 1,022,495 shares of its common stock for an exercise price of $4.64 per share which are scheduled to expire on October 25, 2027 and (ii) the Series B preferred investment options to purchase 1,022,495 shares of its common stock for an exercise price of $4.64 per share which were initially scheduled to expire on October 25, 2024 (the “Series B Preferred Investment Options”), in each case previously issued to the investor in October 2022 under the securities purchase agreement dated October 21, 2022 (collectively, the “Existing Preferred Investment Options”), which investor also participated in the Second May Offering, such that effective upon the closing of the Second May Offering, the Existing Preferred Investment Options have a reduced exercise price of $2.20 per share and the Series B Preferred Investment Options expire on October 25, 2027. These modifications to the Existing Preferred Investment Options represent issuance costs associated with the Second May Offering. The Company estimated the amount of the effect of the modifications using a Black-Scholes option pricing model and concluded that is approximately $1,230. On June 16, 2023, the holder of the Series B Preferred Investment Options exercised all of such Series B Preferred Investment Options pursuant to its cashless exercise provision into 385,246 shares of common stock. The grant date fair values of preferred investment options issued to Wainwright and preferred investment options issued to investors that were modified in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF GRANT DATE FAIR VALUE OF PREFERRED INVESTMENT OPTIONS ISSUED TO INVESTORS
|  | For the Years Ended December 31, |
|  | 2023 |  |  | 2022 |
Expected volatility |  |  | 101.31%-122.39% |  |  |  | 87.96 | %
Risk-free interest |  |  | 3.85%- 4.93% |  |  |  | 4.25 | %
Dividend yield |  |  | -% |  |  |  | -% |
Expected terms (years) |  |  | 1.42-5 |  |  |  | 4.99 |
MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL D. Employee stock option grants: During the year ended December 31, 2022, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO (the “CEO”), options to purchase an aggregate of 260,000 shares of the Company’s common stock, at an exercise price per share ranging from $3.73-$6.48. The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2022, the Company granted to certain employees, consultants and directors, options to purchase an aggregate of 270,822 shares of the Company’s common stock, at an exercise price per share ranging from $3.73-$6.48. The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2023, the Company granted to the CEO, options to purchase an aggregate of 80,000 shares of the Company’s common stock, at an exercise price per share of $2.43. The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2023, the Company granted stock option awards to certain officers, directors and employees to purchase an aggregate of 631,308 shares of the Company’s common stock, at an exercise price per share ranging from $1.16-$3.48 with a vesting period of three years. A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: SUMMARY OF STOCK OPTION ACTIVITY
|  | For the Year Ended December 31, 2023 |
|  | Number of stock options |  |  | Weighted average exercise price |
Outstanding as of December 31, 2022 |  |  | 1,507,137 |  |  | $ | 7.31 |
Granted |  |  | 711,308 |  |  |  | 1.75 |
Forfeitures |  |  | (123,083 | ) |  |  | 5.78 |
Outstanding as of December 31, 2023 |  |  | 2,095,362 |  |  | $ | 5.51 |
Vested as of December 31, 2023 |  |  | 1,176,118 |  |  | $ | 7.74 |
|  | For the Year Ended December 31, 2022 |
|  | Number of stock options |  |  | Weighted average exercise price |
Outstanding as of December 31, 2021 |  |  | 997,148 |  |  | $ | 8.48 |
Granted |  |  | 530,822 |  |  |  | 5.14 |
Forfeitures |  |  | (20,833 | ) |  |  | 8.16 |
Outstanding as of December 31, 2022 |  |  | 1,507,137 |  |  | $ | 7.31 |
Vested as of December 31, 2022 |  |  | 899,609 |  |  | $ | 8.52 |
The Company recognizes forfeitures of outstanding options as they occur. The intrinsic value is calculated as the difference between the fair market value of the common stock and the exercise price, multiplied by the number of in-the-money stock options on those dates that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, and 2022, the aggregate intrinsic value of the outstanding options is $277 and $185, respectively, and the aggregate intrinsic value of the exercisable options is $102 and $185, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $1.40 and $4.50, respectively. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: As of December 31, 2023, there were approximately $1,918 of total unrecognized compensation costs related to unvested share-based compensation awards granted under the Share Incentive Plan. The costs are expected to be recognized over a weighted average period of 2.4 years. The stock options outstanding as of December 31, 2023 and December 31, 2022, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING
Exercise price $ |  | Stock options outstanding as of December 31, 2023 |  |  | Stock options outstanding as of December 31, 2022 |  |  | Weighted average remaining contractual life – years as of December 31, 2023 |  |  | Weighted average remaining contractual life – years as of December 31, 2022 |  |  | Stock options exercisable as of December 31, 2023 |  |  | Stock options exercisable as of December 31, 2022 |
0.00-0.01 |  |  | 61,577 |  |  |  | 61,577 |  |  |  | 2.3 |  |  |  | 3.3 |  |  |  | 61,577 |  |  |  | 61,577 |
1.00-3.73 |  |  | 860,808 |  |  |  | 211,000 |  |  |  | 9.6 |  |  |  | 10 |  |  |  | 95,925 |  |  |  | - |
4.2-7.26 |  |  | 639,232 |  |  |  | 687,482 |  |  |  | 6.3 |  |  |  | 8.0 |  |  |  | 484,871 |  |  |  | 315,807 |
8.16-9.64 |  |  | 380,872 |  |  |  | 380,872 |  |  |  | 6.6 |  |  |  | 7.6 |  |  |  | 380,872 |  |  |  | 356,019 |
15.3-15.75 |  |  | 152,873 |  |  |  | 166,206 |  |  |  | 3.7 |  |  |  | 4.8 |  |  |  | 152,873 |  |  |  | 166,206 |
|  |  | 2,095,362 |  |  |  | 1,507,137 |  |  |  |  |  |  |  |  |  |  |  | 1,176,118 |  |  |  | 899,609 |
MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: The grant date fair values of employee stock options granted in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS
|  | For the Years Ended December 31, |
|  | 2023 |  |  | 2022 |
Expected volatility |  |  | 86.5%-98.2% |  |  |  | 111.2%-161.7% |
Risk-free interest |  |  | 3.3%- 4.7% |  |  |  | 1.7%- 3.7% |
Dividend yield |  |  | -% |  |  |  | -% |
Expected terms (years) |  |  | 5.8 |  |  |  | 6.2 |
E. Warrants: The remaining outstanding warrants and terms as of December 31, 2023 and 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING
Issuance date |  | Outstanding and exercisable as of December 31, 2023 |  |  | Outstanding and exercisable as of December 31, 2022 |  |  | Exercise Price |  |  | Exercisable Through
Series A (2013) |  |  | - |  |  |  | 183 |  |  | $ | 2,754.00 |  |  | April 9, 2023
Warrant to underwriters December 2019 |  |  | - |  |  |  | 45,643 |  |  | $ | 13.13 |  |  | June 25, 2023
Warrant to underwriters December 2019 |  |  | - |  |  |  | 47,619 |  |  | $ | 13.13 |  |  | June 27, 2023
Warrant to underwriters December 2019 |  |  | - |  |  |  | 45,045 |  |  | $ | 13.88 |  |  | June 30, 2023
Series A October 2022 |  |  | 1,022,495 |  |  |  | 1,022,495 |  |  | $ | 2.20 |  |  | October 25, 2027
Series B October 2022 |  |  | - |  |  |  | 1,022,495 |  |  | $ | 2.20 |  |  | October 25, 2027
Prefunded warrants October 2022 |  |  | - |  |  |  | 240,000 |  |  | $ | (* | ) |  | No limit
Warrant to underwriters October 2022 |  |  | 51,125 |  |  |  | 51,125 |  |  | $ | 6.11 |  |  | October 21, 2027
Warrant to underwriters May 2023 |  |  | 32,778 |  |  |  | - |  |  | $ | 2.75 |  |  | November 23, 2026
Warrant to underwriters May 2023 |  |  | 60,476 |  |  |  | - |  |  | $ | 2.75 |  |  | November 24, 2026
Warrant to underwriters June 2023 |  |  | 35,088 |  |  |  | - |  |  | $ | 2.67 |  |  | June 2, 2028
Warrant series C June 2023 |  |  | 350,878 |  |  |  | - |  |  | $ | 2.08 |  |  | December 6, 2028
Warrant to underwriters June 2023 |  |  | 31,231 |  |  |  | - |  |  | $ | 4.06 |  |  | June 28, 2028
Warrant series D June 2023 |  |  | 312,309 |  |  |  | - |  |  | $ | 3.19 |  |  | December 28, 2028
(*) |  | Less than $0.01.
MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data)

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