10-K: Microbot Medical's LIBERTY System Cleared, Faces Funding Needs
Annual Report
Microbot Medical Inc. reports FDA clearance for its LIBERTY Endovascular Robotic Surgical System and initiates limited market release, while continuing to incur significant operating losses and requiring additional funding.
Summary
- FDA granted 510(k) clearance for the LIBERTY Endovascular Robotic Surgical System on September 8, 2025.
- Limited market release of LIBERTY commenced in November 2025 to selected high-volume regions, with full market release planned for April 2026.
- The company has not recognized any revenues through December 31, 2025, and expects to continue incurring significant operating losses for the foreseeable future.
- Net working capital increased significantly to approximately $76.4 million as of December 31, 2025, from $3.4 million in 2024.
- Raised approximately $86.2 million in gross proceeds from equity and warrant exercises during 2025.
- Research and development expenses, net, decreased to $6.283 million in 2025 from $6.630 million in 2024.
- Sales, general and administrative expenses increased to $8.460 million in 2025 from $4.995 million in 2024, driven by commercialization efforts.
- The company is collaborating with Emory University to evaluate autonomous robotics in endovascular procedures and establish an Endovascular Robotics Program.
- ISO 13485:2016 certification for its quality management system was received on August 13, 2024, supporting future CE Mark approval.
- The company faces ongoing risks related to its operations in Israel, exacerbated by current military actions and operations in the Middle East.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral-to-slightly-negative report. While FDA clearance and significant capital raises are positive milestones, the continued lack of revenue, increasing operating losses, and geopolitical risks in Israel temper enthusiasm, indicating significant commercialization hurdles remain.
Positives
- FDA 510(k) clearance for the LIBERTY Endovascular Robotic Surgical System received on September 8, 2025.
- Initiated limited market release of LIBERTY in November 2025, with adoption by Emory University Hospital and Tampa General Hospital.
- Significant increase in net working capital to approximately $76.4 million as of December 31, 2025, from $3.4 million in 2024.
- Successful capital raises totaling approximately $86.2 million in gross proceeds during 2025 through equity offerings and warrant exercises.
- Received ISO 13485:2016 certification on August 13, 2024, which supports future CE Mark approval and compliance with FDA quality system regulations.
- Research collaboration with Corewell Health demonstrated feasibility of telerobotic interventions using LIBERTY in a coronary simulation model.
- Collaboration with Emory University to explore autonomous robotics and establish an Endovascular Robotics Program.
- Received a judgment of approximately $316,000, net of legal fees, in the Mona litigation.
- Management believes sufficient funds are available for operations for in excess of one year as of the filing date.
Negatives
- No revenues recognized through December 31, 2025.
- Incurred significant operating losses since inception and expects to continue incurring significant losses for the foreseeable future, with a cumulative loss of approximately $104.1 million.
- Sales, general and administrative expenses increased by approximately $3.5 million in 2025 compared to 2024, driven by commercialization costs.
- Net cash flows used in operating activities increased to $(13.046) million in 2025 from $(8.827) million in 2024.
- Reliance on third-party manufacturers for products, which entails risks.
- Dependence on the success of a sole product, the LIBERTY Endovascular Robotic Surgical System.
- Telesurgery feature of LIBERTY is still being evaluated and is not covered under current FDA 510(k) clearance.
- Uncertainty regarding CE Mark approval, anticipated in the second half of 2026, with no assurance of meeting this milestone.
- Ongoing risks related to operations in Israel, exacerbated by current military actions and operations, including potential supply chain delays and negative international perception.
Risks
- Microbot has not recognized any revenues through December 31, 2025, and cannot assure future significant revenues, expecting continued significant operating losses and may never achieve or sustain profitability.
- Limited operating history as a commercial-stage company makes it difficult to evaluate future viability, including developing scalable, economical products, overcoming competitor proprietary rights, and obtaining necessary regulatory clearances.
- Requires additional funding to transition to a profitable commercial enterprise; inability to raise capital could force delays, reductions, or elimination of commercialization or product development programs.
- Business heavily depends on the success of the LIBERTY Endovascular Robotic Surgical System; inability or significant delays in commercialization would materially harm the business.
- Commercial opportunity for LIBERTY may be smaller than anticipated, adversely affecting future revenue and business.
- Customers are unlikely to buy LIBERTY unless Microbot can demonstrate it can be produced for sale at attractive prices, requiring efficient, low-cost manufacturing capabilities.
- Failure to obtain and maintain adequate levels of third-party reimbursement for procedures involving LIBERTY would materially adversely affect the business.
- Unsuccessful studies, trials, or procedures relating to product candidates could materially adversely affect prospects.
- Results of research and development efforts are uncertain, with no assurance of commercial success for future product applications.
- May not meet development and commercialization objectives in a timely manner or at all, leading to delays or product rejection.
- Ability to expand technology platforms for other uses may be limited by development, regulatory approvals, and market acceptance.
- Uncertainty whether future 510(k) applications will satisfy FDA requirements, potentially increasing development costs and time to market.
- Dependence on third parties (CROs, academic groups, clinical trial sites) to conduct clinical trials, with potential for significant delays or impairment.
- Research and development program is dependent on the availability of certain components from suppliers; delays in delivery could materially adversely affect development and manufacturing timelines.
- Reliance on third-party manufacturers entails risks such as supply limitations, regulatory non-compliance, breach of agreements, or termination of agreements.
- If products are not considered safe and effective alternatives to existing technologies, commercial success will not be achieved.
- Failure to comply with extensive governmental regulations could lead to penalties or preclusion from marketing products.
- Products may be subject to mandatory product recalls, harming reputation, business, and financial results.
- If LIBERTY causes or contributes to death or serious injury, Medical Device Reporting regulations apply, potentially leading to corrective actions or enforcement.
- Exposure to significant liability claims if unable to obtain adequate insurance or protect against product liability.
- Failure to retain key personnel and attract additional qualified personnel could hinder growth strategy.
- Profitability may be negatively impacted by inflation in the cost of labor, materials, and services, and increased import tariffs.
- Failure to obtain regulatory clearances in other countries (e.g., CE Mark, Israeli MOH) would prevent international commercialization.
- International operations involve inherent risks such as adverse macroeconomic conditions, foreign currency exchange rates, political instability, and trade protection measures.
- Intellectual property litigation and infringement claims could incur significant expenses or prevent product sales.
- Inability to protect patents or proprietary rights, or infringement on others' rights, could materially damage competitiveness.
- Existing and historical risks relating to operations in Israel are exacerbated by current military actions (U.S.-Israel joint attack on Iran, counterattack by Iran, Hezbollah attacks), leading to potential subcontractor inactivity, flight slowdowns, decreased international regard, and boycotts.
- Political conditions in Israel (e.g., judicial reform attempts, ongoing conflicts) may affect operations and results.
- Political relations could limit ability to sell or buy internationally due to boycotts or defense export policies.
- Israel's economy may become unstable due to inflation, commodity prices, military conflicts, or civil unrest.
- Exchange rate fluctuations between U.S. dollar and NIS may negatively affect operating costs.
- Funding and benefits from Israeli government programs (e.g., IIA grants) may be terminated or reduced, and terms restrict technology transfer outside Israel without approval.
- Some Israeli employees are obligated to perform military reserve duty, potentially disrupting the workforce.
- Difficulty enforcing non-Israeli judgments against the company or its officers and directors due to assets and personnel being outside the U.S.
- Failure to comply with Nasdaq continued listing requirements could lead to delisting, reducing liquidity and ability to access capital markets.
- Issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing stockholders.
- Information technology failures and data security breaches could harm the business, leading to disruptions, data compromise, litigation, and significant expenses.
- Business strategy relies on identifying, acquiring, and developing complementary technologies, which entails risks like integration difficulties, failure to achieve synergies, and diversion of management attention.
- Market price for common stock may be volatile due to various factors, including operating results, market conditions, and competitor announcements.
- Anti-takeover provisions in charter and bylaws may prevent or frustrate attempts by stockholders to change the board or management.
Future Outlook
The company anticipates CE Mark approval for the LIBERTY Endovascular Robotic Surgical System in the second half of 2026 and plans for its full market release at the Society of Interventional Radiology conference in April 2026. It expects to continue increasing hirings for its U.S.-based commercial team and other global operations, and will continue to invest significantly in research and development activities, including improving LIBERTY and developing new applications and future product candidates. The company also intends to opportunistically strengthen its balance sheet by raising additional funds through equity offerings or otherwise to meet future liquidity needs.
Management Comments
- We believe the addressable markets for the LIBERTY Endovascular Robotic Surgical System in its current version includes the peripheral interventional radiology market, with future versions expected to include the Interventional Cardiology and Interventional Neuroradiology markets.
- We believe the unique characteristics of the LIBERTY Endovascular Robotic Surgical 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.
- 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.
- We believe it [ISO 13485 certification] will help streamline our transition into this revised FDA regulation.
- Microbot believes that with the LIBERTY Endovascular Robotic System, it is well-positioned to deliver a value-added endovascular robotic system, with a focus on improving the ease and access and enhancing the safety of endovascular interventions.
- Microbot believes that its success will depend in part on its ability to expand its product offerings and continue to improve its existing products in response to changing technologies, customer demands and competitive pressures.
- As of the filing date of this Annual Report on Form 10-K, we have determined that there have not been any materially adverse effects on our business or operations [from Middle East conflict], but we continue to monitor the situation.
- Management believes we have sufficient funds for our operations for in excess of one year.
Industry Context
StockSavvy.ai notes that the global minimally invasive surgery market is projected to grow from $24 billion in 2020 to $42 billion in 2026 (CAGR of 9.85%), with robotic surgery specifically projected to grow at a CAGR of 15.6% from 2025 to 2034. This indicates a strong and expanding market for Microbot Medical's LIBERTY system, positioning the company within a high-growth segment of the medical device industry. The company's focus on a fully disposable, compact, and remotely operable system addresses key drawbacks of existing endovascular robotic systems, such as high capital expenditure and limited maneuverability, potentially allowing it to carve out a significant niche.
Comparison to Industry Standards
- The LIBERTY Endovascular Robotic Surgical System is positioned against competitors like CorPath GRX by Corindus Vascular Robotics (Siemens Healthineers) and R-One+ by Robocath.
- Microbot believes its system offers advantages over these competitors by being compact, fully disposable, and remotely controlled, potentially eliminating the need for extensive capital equipment and dedicated Cath-lab rooms.
- Existing systems are noted to have drawbacks such as limited maneuverability, the requirement to exchange multiple expensive surgical tools, cumbersome setup, and significant upfront capital expenditures, which LIBERTY aims to overcome.
- The company's ISO 13485:2016 certification aligns its quality management system with international standards, comparable to those required for CE Mark approval in Europe and revised FDA regulations in the U.S.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | David J. Wilson | 2024-12-17 | Elected as Class III director at Annual Meeting of Stockholders. |
| Director, Brenmiller Energy (NASDAQ: BNRG) | NA | Harel Gadot | 2025-09-01 | Appointed as director. |
| Director, XACT Robotics Ltd. | Harel Gadot | NA | 2024-01-01 | Company ceased operations and entered insolvency proceedings. |
| Chairman, MEDX Xelerator L.P. | Harel Gadot | NA | 2025-08-01 | Resigned from position. |
| Director, XACT Robotics Ltd. | Simon Sharon | NA | 2024-01-01 | Company ceased operations and entered insolvency proceedings. |
| Founding Managing Partner, Star51 Capital | NA | Tal Wenderow | 2025-05-01 | New investment vehicle focused on Medtech & AI. |
| Interim CEO, Sensory Cloud Inc. | NA | Tal Wenderow | 2024-06-01 | Served in interim capacity. |
| Venture Partner, Genesis MedTech | NA | Tal Wenderow | 2021-09-01 | New role. |
| CEO, Deinde Medical Corporation | Prattipati Laxminarain | NA | 2025-06-01 | Resigned from position. |
| Director, Expion360 (Nasdaq: XPON) | NA | Scott R. Burell | 2025-10-01 | Appointed to the Board of Directors. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Classification | The Board has a classified structure with directors serving staggered three-year terms. | NA | This structure can delay or prevent an acquisition or change in management, potentially providing an opportunity for higher bids but also making it harder for stockholders to replace directors. |
| Authorized Shares Increase | Stockholders approved an amendment to increase the total number of authorized common stock to 120,000,000 shares, and total authorized shares to 121,000,000 (including 1,000,000 preferred stock). | 2025-06-10 | Provides flexibility for future equity raises and stock-based compensation, but could lead to further dilution for existing shareholders. |
| Clawback Policy Adoption | Adopted a clawback policy in Q4 2023, implementing Dodd-Frank requirements for incentive-based compensation recovery in case of accounting restatements. | 2023-10-01 | Enhances corporate governance and accountability for executive officers, aligning with regulatory standards. |
| Director Compensation Update | Commencing 2026, non-management board members will receive $40,000 per annum, with additional fees for committee service ($10,000 for Audit, $7,500 for Compensation, $5,000 for Corporate Governance, with double for Chair). Equity awards also granted annually. | 2026-01-01 | Aims to attract and retain qualified independent directors by offering competitive compensation, aligning with market practices. |
| Insider Trading Policy | Adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers, and employees, or the Company itself, to promote compliance with insider trading laws. | NA | Enhances compliance and reduces risk of insider trading, fostering investor confidence. |
Legal Proceedings
- On June 17, 2025, received a demand letter from legal counsel representing a former employee regarding an employment-related matter.
- On December 3, 2025, received a charge filed by the former employee with the Massachusetts Commission Against Discrimination and Equal Employment Opportunity Commission, alleging discrimination and retaliation.
- On January 16, 2026, filed a position statement challenging the merits of the charge, believing the allegations lack merit and intending to defend against them.
- In March 2025, an appellate court held in favor of the Company in the Mona litigation, resulting in a judgment of approximately $316,000, net of legal fees and expenses.
Stakeholder Impact
- Shareholders: Potential for significant dilution from ongoing equity offerings and warrant exercises. Continued operating losses and need for future funding pose risks to share value. Geopolitical risks in Israel could negatively impact investment perception.
- Employees: Workforce in Israel subject to military reserve duty, potentially disrupting operations. Compensation and benefits are competitive, with annual bonuses and stock-based compensation.
- Customers (Medical Facilities/Physicians): Benefit from the FDA-cleared LIBERTY system, potentially offering enhanced safety and ease of use in endovascular procedures. Adoption by Emory University Hospital and Tampa General Hospital indicates initial acceptance.
- Suppliers/Vendors: Israeli subcontractors, vendors, and suppliers may face operational disruptions due to military actions, potentially causing delays in component supply.
- Regulatory Authorities: Company is actively engaging with FDA for clearances and ISO 13485 certification for CE Mark, demonstrating compliance efforts.
Next Steps
- Full market release of LIBERTY Endovascular Robotic Surgical System at the Society of Interventional Radiology conference in April 2026.
- Seek CE Mark approval for LIBERTY in Europe, anticipated in the second half of 2026.
- Expand global commercial footprint and partner with Key Opinion Leaders (KOLs) to conduct post-market clinical research and develop centers of excellence.
- Continue to refine LIBERTY and develop additional surgical robotic solutions, leveraging core technology.
- Continuously invest in research and development activities, including improving LIBERTY and developing new applications and product candidates.
- Explore partnerships with global medical device companies for sales and distribution.
- Seek additional intellectual property and technologies through licensing, mergers, and acquisitions.
- Increase hirings for U.S.-based commercial team and other aspects of U.S. and global operations.
- Monitor the Middle East conflict for potential adverse effects on business and operations.
- Continue to raise capital through future public and private issuances of debt and/or equity securities.
- Work with subcontractor to increase production capacity for LIBERTY.
- Evaluate and adopt additional cybersecurity procedures and tools as business operations evolve.
- Defend against the discrimination and retaliation charge filed by a former employee.
Key Dates
| Date | Description |
|---|---|
| 2010-11-01 | Microbot Israel founded. |
| 2012-06-01 | Entered into license agreement with Technion Research and Development Foundation (TRDF). |
| 2016-11-28 | Merger of C&RD Israel Ltd. into Microbot Israel, making Microbot Israel a wholly owned subsidiary. Harel Gadot became President, CEO, and Chairman. |
| 2016-11-29 | Common stock listed on NASDAQ Capital Market under symbol MBOT. |
| 2017-02-06 | Martin Madden became a director. |
| 2017-12-06 | Prattipati Laxminarain became a director. |
| 2018-03-31 | Simon Sharon's initial employment agreement date. |
| 2020-04-01 | Aileen Stockburger's term as Class II director commenced. |
| 2020-08-01 | Tal Wenderow's term as Class I director commenced. |
| 2021-06-10 | Entered into At-the-Market Offering Agreement with H.C. Wainwright & Co. LLC. |
| 2022-04-01 | Rachel Vaknin became Chief Financial Officer. |
| 2022-10-06 | Purchased substantially all assets, including intellectual property, of Nitiloop Ltd. (NovaCross technology). |
| 2023-06-01 | Ceased research and development activities for TipCat platform and returned IP to TRDF. |
| 2023-07-01 | Ceased research and development activities for SCS (ViRob) platform and returned IP to TRDF. |
| 2023-10-01 | Clawback policy adopted in Q4 2023. |
| 2023-10-07 | Date of surprise attack by hostile forces from Gaza, leading to Israeli military operations. |
| 2023-10-24 | Announced confirmation for commencement of CE Mark approval process. |
| 2023-12-01 | Juan Diaz-Cartelle became Chief Medical Officer. |
| 2023-12-29 | Entered into preferred investment option exercise inducement offer letter with certain holders. |
| 2024-01-03 | Closing of inducement transaction, receiving approximately $2.730 million gross proceeds. |
| 2024-01-26 | Entered into settlement agreement and release with Plaintiffs in the 2017 financing lawsuit. |
| 2024-02-01 | Plaintiffs filed stipulation discontinuing the lawsuit with prejudice. |
| 2024-06-03 | Entered into Securities Purchase Agreements with institutional investors for a registered direct offering and concurrent private placement. |
| 2024-07-01 | Amendment to ATM Agreement with Wainwright. |
| 2024-08-13 | Announced ISO 13485:2016 certification for quality management system. |
| 2024-12-17 | David J. Wilson elected as Class III director at Annual Meeting of Stockholders. |
| 2025-01-01 | Company received approximately $1.1 million through At-the-Market facility in January 2025. |
| 2025-01-01 | Company received approximately $15.6 million in gross proceeds from institutional investors in January 2025. |
| 2025-01-01 | Company received approximately $916,000 from exercise of preferred investment options in January 2025. |
| 2025-01-06 | Entered into Securities Purchase Agreements with institutional investors for a registered direct offering and concurrent private placement. |
| 2025-01-07 | Entered into Securities Purchase Agreements with institutional investors for a registered direct offering and concurrent private placement. |
| 2025-02-01 | Company received approximately $13.0 million in gross proceeds from institutional investors in February 2025. |
| 2025-02-09 | Entered into Securities Purchase Agreements with institutional investors for a registered direct offering and concurrent private placement. |
| 2025-03-01 | Entered into a lease agreement for US office. |
| 2025-03-01 | Appellate court held in favor of the Company in Mona litigation, resulting in a $316,000 judgment. |
| 2025-04-01 | Company received approximately $2.3 million from exercise of Series E and F preferred investment options in April 2025. |
| 2025-05-01 | Company received approximately $1.4 million from exercise of Series F preferred investment options in May 2025. |
| 2025-06-01 | Company received approximately $1.3 million from exercise of Series E, F and G preferred investment options in June 2025. |
| 2025-06-10 | Stockholders approved amendment to increase authorized common stock to 120,000,000 shares; amendment became effective. |
| 2025-06-17 | Received demand letter from legal counsel representing a former employee. |
| 2025-07-01 | Subsidiary entered into a lease agreement for its Israel office. |
| 2025-07-01 | Company received approximately $12.2 million from exercise of Series F and G preferred investment options in July 2025. |
| 2025-07-15 | IIA approved additional grant of approximately NIS 2.153 million (approx. $673,000) for manufacturing process development. |
| 2025-08-01 | Company received approximately $15.2 million from exercise of Series E, G, H, I preferred investment options in August 2025. |
| 2025-09-01 | Company received approximately $472,500 from exercise of Series H preferred investment options in September 2025. |
| 2025-09-01 | Company received approximately $895,744 from exercise of placement agent options in September 2025. |
| 2025-09-08 | FDA granted 510(k) clearance for the LIBERTY Endovascular Robotic Surgical System. |
| 2025-09-14 | Entered into inducement agreement (Letter Agreement) with certain holders of existing preferred investment options. |
| 2025-09-16 | First closing of Inducement Transaction, receiving approximately $26.5 million gross proceeds from exercise of preferred investment options. |
| 2025-09-29 | Second closing of Inducement Transaction. |
| 2025-10-01 | Company began recognizing inventory related to LIBERTY Endovascular Robotic Surgical System manufacturing after FDA approval. |
| 2025-10-01 | Company received approximately $2.8 million from inducement transaction exercise of preferred investment options in October 2025. |
| 2025-10-06 | Third closing of Inducement Transaction. |
| 2025-11-01 | Announced limited market release of LIBERTY and Emory University Hospital adopted LIBERTY for patient care. |
| 2025-12-03 | Received charge from former employee with Massachusetts Commission Against Discrimination and Equal Employment Opportunity Commission. |
| 2025-12-10 | Simon Sharon adopted a Rule 10b5-1 trading arrangement. |
| 2026-01-16 | Filed position statement responding to former employee's discrimination charge. |
| 2026-02-01 | Company authorized and approved CEO bonus of approximately $556,000 (including special bonus) and salary increase. |
| 2026-02-01 | Company authorized and approved executive and employee bonuses of approximately $434,000 and salary increases. |
| 2026-02-01 | Company granted CEO and executives 480,000 and 315,000 options, respectively, and 292,500 options to certain employees. |
| 2026-02-01 | Company provided an unconditional bank guarantee of $800,000 to secure subcontractor purchases. |
| 2026-02-28 | Israeli military operation 'Epic-Fury' commenced with a large-scale attack on Iran, followed by counterattack and Hezbollah involvement. |
| 2026-03-24 | Common stock outstanding: 67,158,044 shares. |
| 2026-03-26 | Filing date of the Annual Report on Form 10-K. |
| 2026-04-01 | Full market release of LIBERTY planned at the Society of Interventional Radiology conference. |
| 2026-07-01 | Anticipated CE Mark approval in the second half of 2026. |
Recommendation
holdThe FDA clearance and initial market release of the LIBERTY system are significant positive developments, validating the company's core product. The substantial capital raised in 2025 provides a strong balance sheet for continued commercialization and R&D. However, the company has yet to generate revenue, continues to incur significant operating losses, and faces substantial execution risks in commercialization, manufacturing scale-up, and international regulatory approvals (CE Mark). Geopolitical risks in Israel also add uncertainty. Given the early commercial stage and ongoing financial burn, a "hold" recommendation is appropriate, awaiting clearer signs of revenue generation and successful market penetration before a more aggressive stance.
Keywords
Endovascular Robotics, LIBERTY Surgical System, Medical Device, Minimally Invasive Surgery, FDA Clearance, ISO 13485, Robotic Surgery, Healthcare Technology, Capital Raise, SEC Filing, Microbot Medical, NovaCross, Interventional Radiology, Israel Operations, Product Commercialization
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