SHARE CAPITAL | NOTE 5 - SHARE CAPITAL Share Capital Developments As of September 30, 2023 and December 31, 2022, the Company had, respectively, 11,707,317 7,890,628 On February 13, 2023, 240,000 0.0001 Employee Stock Option Grants During the nine months ended September 30, 2023, the Company granted stock option awards to certain officers, directors and employees to purchase an aggregate of 241,000 2.664 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 2.20 1,442 222 32,778 2.75 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 2.20 234,500 2.1999 2,661 345 60,476 2.75 0.0001 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 2.1375 1,500 227 35,088 2.6719 350,878 2.075 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 3.25 2,030 281 31,231 4.0625 312,309 3.19 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 4.64 October 25, 2027 1,022,495 4.64 October 25, 2024 2.20 October 25, 2027 1,230 385,246 | NOTE 10 - SHARE CAPITAL Share Capital Developments As of December 31, 2022, and 2021, the Company has 7,890,628 7,108,133 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 4.89 240,000 4.8899 5,000 Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $ 0.0001 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 4.64 1,022,495 4.64 The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares 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. The Company analyzed the accounting treatment for the Pre-funded Warrants and for the Common Warrants. The Common Stocks of the Company are recognized as equity under the requirements of Accounting Standard Codification Topic 505 Equity (ASC 505). Based on the Company’s analysis the Warrants were classified as equity. On October 3, 2022 and in connection with the Offerings, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Wainwright aggregate cash fees and reimbursed Wainwright for its expenses aggregating approximately $ 565 51,125 five years 6.11 Upon any exercise for cash of any preferred investment options issued to investors in the offering, the Company obligate to pay 7% percent of the aggregate gross exercise price of the warrants issued in the Offering and shall issue to Wainwright (or its designees), within five (5) business days of the Company’s receipt of the exercise price, warrants to purchase that number of shares of common stock of the Company equal to five (5.0%) percent of the aggregate number of such shares of common stock underlying the preferred investment options that have been so exercised. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) The Company analyzed the accounting treatment for the Wainwright Warrants issued to Wainwright. Since the Company did not identify any features causing liability classification of the Wainwright Warrants according to ASC 718, it concluded that the Wainwright Warrants are equity-classified awards. Employee Stock Option Grants During the year ended December 31, 2021, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, options to purchase an aggregate of 190,000 8.48 2 646 During the year ended December 31, 2021, the Company granted to certain employees and consultants and directors, options to purchase an aggregate of 231,426 6.72 7.26 3 740 During the year ended December 31, 2022, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, options to purchase an aggregate of 260,000 3.73 6.48 three years During the year ended December 31, 2022, the Company granted to certain employees, consultants and directors, options to purchase an aggregate of 270,822 3.73 6.48 three years A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: SUMMARY OF STOCK OPTION ACTIVITY 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 Cancelled (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 For the Year Ended December 31, 2021 Number of stock options Weighted average exercise price Outstanding as of December 31, 2020 575,722 $ 9.14 Granted 421,426 7.60 Outstanding as of December 31, 2021 997,148 $ 8.48 Vested as of December 31, 2021 568,053 $ 9.08 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) 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, 2022 and December 31, 2021, respectively. As of December 31, 2022, and 2021, the aggregate intrinsic value of the outstanding options is $ 185 974 185 815 As of December 31, 2022, there were approximately $ 2,036 2.039 The stock options outstanding as of December 31, 2022 and December 31, 2021, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price $ Stock options outstanding as of December 31, 2022 Stock options outstanding as of December 31, 2021 Weighted average remaining contractual life – years as of December 31, 2022 Weighted average remaining contractual life – years as of December 31, 2021 Stock options exercisable as of December 31, 2022 Stock options exercisable as of December 31, 2021 3.73 211,000 - 10 - - - 4.20 77,846 77,846 2.0 3.0 77,846 77,846 4.80 32,500 - 9.6 - - - 5.06 15,808 15,808 6.8 7.8 15,808 11,064 5.71 99,823 - 9.7 - - - 5.95 17,503 17,503 6.6 7.6 17,503 13,564 6.16 31,492 31,492 7.5 8.5 26,282 16,834 6.48 182,500 - 9.1 - 59,312 - 6.72 117,500 125,000 8.4 9.4 64,624 31,249 7.00 81,426 81,426 8.8 9.8 38,676 - 7.22 11,084 11,084 7.9 8.9 7,756 4,432 7.26 20,000 25,000 8.8 9.8 8,000 - 8.16 4,902 4,902 7.6 8.6 3,799 2,328 8.48 190,000 190,000 8.1 9.1 166,250 - 8.60 9,304 9,304 6.1 7.1 9,304 9,304 9.00 10,000 10,000 5.6 6.6 10,000 10,000 9.64 166,666 166,666 7.2 8.2 166,666 166,666 15.30 35,199 38,533 5.0 6.0 35,199 38,533 15.75 131,007 131,007 4.7 5.7 131,007 124,656 (*) - 61,577 61,577 3.3 4.3 61,577 61,577 1,507,137 997,148 7.6 7.6 899,609 568,053 (*) Less than $ 0.01 Compensation expense recorded by the Company for its stock-based employee compensation awards in accordance with ASC 718-10 for the years ended December 31, 2022 and 2021 was $ 1,752 1,386 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) Employee Stock Option Grants The grant date fair values of stock options granted in the years ended December 31, 2022 and 2021 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the Years Ended December 31, 2022 2021 Expected volatility 111.2 161.7 118.3 134.3 Risk-free interest 1.7 3.7 0.4 1.2 Dividend yield - - Expected terms (years) 6.2 5.3 Warrants The remaining outstanding warrants and terms as of December 31, 2022 and 2021 are as follows: SCHEDULE OF WARRANTS OUTSTANDING Issuance date Outstanding and exercisable as of December 31, 2022 Outstanding and exercisable as of December 31, 2021 Exercise Price Exercisable Through Series A (2013) 183 183 $ 2,754.00 April 9, 2023 Series B (2016) - 2,770 $ 40.50 March 14, 2022 Warrant to underwriters 1.2019 - 8,082 $ 8.13 July 14, 2022 Warrant to underwriters 1.2019 - 29,500 $ 12.50 July 15, 2022 Warrant to underwriters 12.2019 45,643 45,643 $ 13.13 June 25, 2023 Warrant to underwriters 12.2019 47,619 47,619 $ 13.13 June 27, 2023 Warrant to underwriters 12.2019 45,045 45,045 $ 13.88 June 30, 2023 Series A 10.2022 1,022,495 - $ 4.64 October 25, 2027 Series B 10.2022 1,022,495 - $ 4.64 October 25, 2024 Warrant to underwriters 10.2022 51,125 - $ 6.11 October 21, 2027 |