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 2.20 350,878 2.075 312,309 3.19 1,685,682 1.62 1,685,682 1.50 2,730 333 84,284 2.025 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 0.01 1.50 2,350 328 3,133,338 1.50 The Company also issued to Wainwright or its designees preferred investment options to purchase up to 78,333 1.875 C. Equity component of settlement amount As part of the Settlement Agreement (refer to Note 3G above), the Company issued 1,005,965 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 $ 4,820 685,800 734 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 1.2684 The Company also granted the CEO and other executives, options to purchase an aggregate of 132,500 1.25 In February 2024, the Company granted the CEO and certain employees and advisors, options to purchase an aggregate of 195,000 1.2684 three years 25 99 79,567 1.25 In September 2024, the Company granted an advisor options to purchase an aggregate of 25,000 0.8558 three years | NOTE 10 - SHARE CAPITAL A. Share capital developments: As of December 31, 2023 and 2022, the Company has 11,707,317 7,890,628 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 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 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 0.0001 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 2.20 1,442 222 32,778 2.75 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 2.20 234,500 2.1999 2,661 345 0.0001 The Company also issued to Wainwright or its designees preferred investment options to purchase 60,476 2.75 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 4.64 October 25, 2027 1,022,495 4.64 October 25, 2024 2.20 October 25, 2027 1,230 385,246 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 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 During the year ended December 31, 2023, the Company granted to the CEO, options to purchase an aggregate of 80,000 2.43 three years 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 1.16 3.48 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 $ 277 185 102 185 The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 1.40 4.5 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 2.4 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) |