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SHARE CAPITAL

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Equity [Abstract]

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 and 7,890,628 shares of Common Stock issued and outstanding.

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.

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 shares of the Common Stock, at a weighted average exercise price per share of $2.664 and with a vesting period of three years.

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.

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 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 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 Second May Offering was consummated on May 24, 2023. All of such pre-funded warrants were subsequently exercised in accordance with their terms at an exercise price per share of $0.0001 into an equivalent number of shares of Common Stock.

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 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 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.

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 amount of the effect of the modifications 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.

NOTE 10 - SHARE CAPITAL

Share Capital Developments

As of December 31, 2022, and 2021, the Company has 7,890,628 and 7,108,133 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.

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. 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. 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 shares of the Company’s common stock, at an exercise price per share of $8.48. The stock options vest over a period of 2 years as outlined in the option agreements evidencing such grants. As a result, the Company recognized compensation expenses for the year ended December 31, 2021, in the total amount of $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 shares of the Company’s common stock, at an exercise price per share of $6.72 - $7.26. The stock options vest over a period of 3 years as outlined in the option agreements evidencing such grants. As a result, the Company recognized compensation expenses for the year ended December 31, 2021, in the total amount of $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 shares of the Common Stock, at an exercise price per share of $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 Common Stock, at an exercise price per share of $3.73-$6.48. The stock options vest over a period of three years as outlined in the option agreements evidencing such grants.

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 and $974 respectively, and the aggregate intrinsic value of the exercisable options is $185 and $815, respectively.

As of December 31, 2022, there were approximately $2,036 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 2.039 years

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 and $1,386, respectively.

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:

	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

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases
2024	$ 182	$ 312
2025	15	181
2025		2
Total future lease payments	257	495
Less imputed interest	(12)	(33)
Total lease liability balance	245	$ 462
2023 (Remainder of the year)	$ 60

CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Unrealized gains on marketable securities	$ 105		$ 12
Maximum [Member]
Unrealized gains on marketable securities				$ 1

SHARE CAPITAL (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Oct. 25, 2023

Jun. 28, 2023

Jun. 26, 2023

Jun. 16, 2023

Jun. 02, 2023

May 23, 2023

May 22, 2023

Oct. 21, 2022

Oct. 03, 2022

Jun. 30, 2023

^[1]

Mar. 31, 2023

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Feb. 13, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

11,707,317

7,890,628

7,108,133

Common stock, shares outstanding

11,707,317

7,890,628

7,108,133

Exercise price

$ 0.0001

Warrants exercise price

$ 0.0001

Stock-based employee compensation

$ 1,752

$ 1,386

Aggregate intrinsic value of outstanding options

185

974

Aggregate intrinsic value of exercisable options

185

$ 815

Unrecognized compensation costs, net of expected forfeitures

$ 2,036

Unrecognized compensation weighted average period

2 years 14 days

Class of warrant or right, outstanding

240,000

Modifications amount

$ 1,230

Series B Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Expiry date

Oct. 25, 2027

Options exercise price per share

$ 2.20

Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Agggregate number of options granted

241,000

Weighted average exercise price per share

$ 2.664

H.C. Wainwright & Co. LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 6.11

Prefunded warrants exercisable

51,125

Professional service fees

$ 565

Warrant term

5 years

Warrant issued, descriptions

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.

Series A Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

1,022,495

Share price per share

$ 4.64

Series B Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

1,022,495

Share price per share

$ 4.64

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

3,576,689

240,000

782,495

Common Stock [Member] | Series B Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Cashless exercise of shares

385,246

Common Stock [Member] | Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

35,088

Share price per share

$ 2.6719

Gross proceeds

$ 2,030

$ 1,500

$ 2,661

$ 1,442

Offering expenses

$ 281

$ 227

$ 345

$ 222

Common Stock [Member] | Series D Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

312,309

32,778

Share price per share

$ 3.19

$ 2.1999

Common Stock [Member] | Series C Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

350,878

Share price per share

$ 2.075

Common Stock [Member] | Series A Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

1,022,495

Share price per share

$ 4.64

Expiry date

Oct. 25, 2027

Common Stock [Member] | Series B Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

1,022,495

Share price per share

$ 4.64

Expiry date

Oct. 25, 2024

Common Stock [Member] | Mr. Harel Gadot [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Agggregate number of options granted

260,000

190,000

Weighted average exercise price per share

$ 8.48

Stock option vested term

3 years

2 years

Stock-based employee compensation

$ 646

Common Stock [Member] | Mr. Harel Gadot [Member] | Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price per share

$ 3.73

Common Stock [Member] | Mr. Harel Gadot [Member] | Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price per share

$ 6.48

Common Stock [Member] | Employees Consultants and Directors [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Agggregate number of options granted

270,822

231,426

Stock option vested term

3 years

Stock-based employee compensation

$ 740

Common Stock [Member] | Employees Consultants and Directors [Member] | Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price per share

$ 3.73

$ 6.72

Common Stock [Member] | Employees Consultants and Directors [Member] | Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price per share

$ 6.48

$ 7.26

Purchase Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

782,495

Exercise price

$ 4.89

Purchase Agreement [Member] | Investor [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 4.8899

Prefunded warrants exercisable

240,000

Proceeds from warrants offerings

$ 5,000

Securities Purchase Agreement [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

624,618

701,756

975,000

Prefunded warrants exercisable

234,500

Share price per share

$ 3.25

$ 2.1375

$ 2.20

$ 2.75

$ 0.0001

Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

655,569

Share price per share

$ 2.20

Securities Purchase Agreement [Member] | Common Stock [Member] | H.C. Wainwright & Co. LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

31,231

Share price per share

$ 4.0625

Securities Purchase Agreement [Member] | Common Stock [Member] | Wainwright [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate shares of common stock

60,476

Share price per share

$ 2.75

[1]	Net of issuance costs in the amount of $1,075.

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

12 Months Ended

Dec. 31, 2022

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES

	2022		2021
	For the Years Ended December 31,
	2022		2021
Transactions:
Payroll and related expenses	$	2,067	$	1,912
ESOP expenses to CEO and executive officers		1,172		846
Board of directors fees		300		300
ESOP expenses to directors		301		91
Insurance for directors and executives		722		727
Total	$	4,562	$	3,876

	2022		2021
	As of December 31,
	2022		2021
Balances:
Bonus to CEO and executive offices		581		310
Board of directors fees		75		75
Payroll and related expenses		92		28
Total	$	748	$	413

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	60,000,000	60,000,000	60,000,000
Common stock, shares issued	11,707,317	7,890,628	7,108,133
Common stock, shares outstanding	11,707,317	7,890,628	7,108,133

Interim Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Research and development, net	$ (1,612)	$ (1,953)	$ (4,594)	$ (5,852)	$ (7,736)	$ (6,153)
General and administrative	(932)	(1,521)	(3,193)	(4,361)	(5,545)	(5,204)
Operating loss	(2,544)	(3,474)	(7,787)	(10,213)	(13,281)	(11,357)
Financing income, net	98	6	201	43	118	44
Capital loss					(5)
Net loss	$ (2,446)	$ (3,468)	$ (7,586)	$ (10,170)	$ (13,168)	$ (11,313)
Basic net loss per share	$ (0.21)	$ (0.49)	$ (0.79)	$ (1.43)	$ (1.81)	$ (1.59)
Diluted net loss per share	$ (0.21)	$ (0.49)	$ (0.79)	$ (1.43)	$ (1.81)	$ (1.59)
Basic weighted average common shares outstanding	11,707,317	7,108,133	9,653,337	7,108,133	7,260,344	7,108,133
Diluted weighted average common shares outstanding	11,707,317	7,108,133	9,653,337	7,108,133	7,260,344	7,108,133

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 7 - PROPERTY AND EQUIPMENT, NET

SUMMARY OF PROPERTY AND EQUIPMENT, NET

	As of December 31,
	2022		2021

Cost:
Research equipment and software	$	71	$	68
Leasehold improvement		229		229
Furniture and office equipment		308		236
		608		533
Accumulated Depreciation:
Research equipment and software		63		54
Leasehold improvement		135		89
Furniture and office equipment		189		146
		387		289
	$	221	$	244

Interim Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,335	$ 2,442	$ 13,493
Marketable securities	6,818	5,760	1,999
Short-term deposit		3
Restricted cash	46	77	87
Prepaid expenses and other current assets	208	532	300
Total current assets	8,407	8,814	15,879
Property and equipment, net	184	221	244
Operating right-of-use assets	297	502	644
Total assets	8,888	9,537	16,767
Current liabilities:
Accounts payable	238	116	279
Lease liabilities	206	283	278
Accrued liabilities	1,047	1,670	1,427
Total current liabilities	1,491	2,069	1,984
Non-current liabilities:
Long-term lease liabilities	39	179	402
Total liabilities	1,530	2,248	2,386
Commitments and contingencies
Shareholders’ equity:
Common stock; $0.01 par value; 60,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 11,707,317 and 7,890,628 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.	118	80	72
Additional paid-in capital	83,587	75,970	69,902
Accumulated deficit	(76,347)	(68,761)	(55,593)
Total shareholders’ equity	7,358	7,289	14,381
Total liabilities and shareholders’ equity	$ 8,888	$ 9,537	$ 16,767

LEASES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Leases

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES

Supplemental cash flow information related to operating leases was as follows:

	2023		2022
	For the Nine Months Ended September 30,
	2023		2022

Cash payments and expenses	$	216	$	247

Supplemental cash flow information related to operating leases was as follows:

	2022		2021
	For the Years Ended December 31,
	2022		2021
Cash payments and expenses	$	344	$	330

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Undiscounted maturities of operating lease payments as of September 30, 2023 are summarized as follows:


2023 (Remainder of the year)	$	60
2024		182
2025		15
Total future lease payments		257
Less imputed interest		(12	)
Total lease liability balance	$	245

Undiscounted maturities of operating lease payments as of December 31, 2022 are summarized as follows:

	2022
	As of December 31,
	2022
2023	$	312
2024		181
2025		2
Total future lease payments		495
Less imputed interest		(33	)
Total lease liability balance	$	462

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

	September 30,			December 31,
	2023			2022

Operating leases weighted average remaining lease term (in years)		1-2			2
Operating leases weighted average discount rate		9	%		9	%

	As of December 31,
	2022			2021

Operating leases weighted average remaining lease term (in years)		2			3
Operating leases weighted average discount rate		9	%		9	%

SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Expected volatility, minimum	111.20%	118.30%
Expected volatility, maximum	161.70%	134.30%
Risk-free interest, minimum	1.70%	0.40%
Risk-free interest, maximum	3.70%	1.20%
Dividend yield
Expected terms (years)	6 years 2 months 12 days	5 years 3 months 18 days

GENERAL

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GENERAL

NOTE 1 – GENERAL

A. Description of business

Microbot Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design and development of next generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

The Company incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of Incorporation was restated on February 14, 1992 to change the name of the Company to Cyto Therapeutics, Inc. On May 24, 2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc.

On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Company’s common stock, par value $0.01 per share (the “Common Stock”) began trading on the Nasdaq Capital Market under the symbol “MBOT”.

The Company and Microbot Israel, its sole subsidiary, are sometimes collectively referred to as the “Company” as the context may require.

B. Risk Factors

To date, the Company has not generated revenues from its operations. As of September 30, 2023, the Company had cash equivalents and marketable securities balance of approximately $8,153, excluding restricted cash, which management believes is sufficient to fund its operations for five months from the filing date of this Quarterly Report on Form 10-Q. Accordingly, as of such filing date, there is a substantial doubt as to the Company’s ability to continue as a going concern.

Due to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. While management of the Company believes that it has sufficient funds until approximately April 2024, partially as a result of the Company’s cost reduction program implemented in May 2023 and capital raises in May and June 2023, the Company will seek to raise additional funds through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. See Note 6 for additional risk factors which have developed subsequent to September 30, 2023.

C. Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates.

D. Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed).

Operating results for the nine and three-month periods ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

NOTE 1 - GENERAL

Description of business:

Microbot Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design and development of next generation micro-robotics assisted medical technologies targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.

The Company and its subsidiary are sometimes collectively referred to as the “Company” as the context may require.

Risk Factors:

To date, the Company has not generated revenues from its operations. As of December 31, 2022, the Company had cash equivalents and marketable securities balance of approximately $8,202 excluding encumbered cash, which management believes is sufficient to fund its operations for additional 4 months form the date of this annual report. As of the issuance date, there is a substantial doubt as to the Company’s ability to continue as a going concern.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Due to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. While management of the Company believes that it has sufficient funds until August 2023, the Company will seek to raise additional funds through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.

Use of estimates:

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

SUMMARY OF PROPERTY AND EQUIPMENT, NET

	As of December 31,
	2022		2021

Cost:
Research equipment and software	$	71	$	68
Leasehold improvement		229		229
Furniture and office equipment		308		236
		608		533
Accumulated Depreciation:
Research equipment and software		63		54
Leasehold improvement		135		89
Furniture and office equipment		189		146
		387		289
	$	221	$	244

ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

SUMMARY OF ACCRUED LIABILITIES

	2022		2021
	As of December 31,
	2022		2021

Employee-related liabilities	$	1,372	$	1,031
Other current liabilities		298		396
Total Accrued Liabilities	$	1,670	$	1,427

CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

NOTE 3 – CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

The following table sets forth our cash, cash equivalents and marketable securities as of December 31, 2022 and 2021:

	2022		2021
	As of December 31,
	2022		2021
Cash and cash equivalents:
Cash	$	1,195	$	13,493
U.S. treasury securities		1,247		-
Total cash and cash equivalents	$	2,442	$	13,493

Marketable securities:
Money market mutual funds	$	1,999	$	1,999
U.S. treasury securities		3,761		-
Total marketable securities	$	5,760	$	1,999

Total cash and cash equivalents and marketable securities	$	8,202	$	15,492

The unrealized gains on our marketable securities were $12 and less than $1 for the years ended December 31, 2022 and 2021, respectively.

Treasuries have contractual maturities of less than 12 months.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant To Underwriters Twenty Two Thousand Nineteen [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from diluted loss per share	138,307	175,889
Series A And B Warrants Ten Two Thousand Twenty Two [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from diluted loss per share	2,044,990
Warrant To Underwriters Ten Two Thousand Twenty Two [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from diluted loss per share	51,125
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from diluted loss per share	1,507,137	997,148
Series A And B Warrants Two Thousand Thirteen And Two Thousand Sixteen [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from diluted loss per share	183	2,953

RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables)

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES

	2022		2021
	For the Years Ended December 31,
	2022		2021
Payroll and related expenses	$	3,558	$	3,030
Share-based compensation		387		183
Professional services		2,097		1,532
Materials		559		703
Patents		341		251
Rent		224		206
Office and maintenance expenses		100		123
Depreciation		102		72
Other		368		53
Research and development expense	$	7,736	$	6,153

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Financial statement in U.S. dollars

Financial statement in U.S. dollars:

The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.

Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Translation”.

All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.

Principles of consolidation

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Inter-company balances and transactions have been eliminated in consolidation.

Cash and cash equivalents

Cash and cash equivalents:

Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of three months or less at the date of purchase.

Restricted cash

Restricted cash:

Restricted cash as of December 31, 2022 and 2021 included an $77 and $87, respectively, collateral account for the Company’s leases agreements and credit line from the bank.

Fair value of financial instruments

Fair value of financial instruments

The carrying values of cash and cash equivalents, other receivables and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments.

A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023
	Total		Level 1		Level 2		Level 3

Marketable securities:
U.S. treasury securities	$	6,220	$	6,220	$	-	$	-
Money market mutual funds		598		598		-		-
	$	6,818	$	6,818	$	-	$	-

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s securities and money market funds are classified as Level 1. Other than that, the Company doesn’t have any other financial assets or financial liabilities marked to market at fair value as of September 30, 2023 and December 31, 2022.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Fair value of financial instruments:

The carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments.

The Company measures the fair value of certain of its financial instruments (such as marketable securities) on a recurring basis. The method of determining the fair value of marketable securities is discussed in Note 4.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentrations of credit risk

Concentrations of credit risk

Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements.

Property and equipment

Property and equipment:

Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, at the following annual rates:

	%

Research equipment and software		25-33
Furniture and office equipment		7
Leasehold improvements		Over the lease period

Liabilities due to termination of employment agreements

Liabilities due to termination of employment agreements:

Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”). According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheets.

Basic and diluted net loss per share

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Basic and diluted net loss per share:

Basic net loss per share is calculated by dividing net loss attributable to common stock shareholders by the weighted average number of shares of common stock outstanding during the year without consideration of potentially dilutive securities. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method.

All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect.

Research and development expenses

Research and development expenses

Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses.

Share-based compensation

Share-based compensation:

The Company applies ASC 718-10, “Share-Based Payment” (“ASC 718-10”), which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including stock options under the Company’s stock plans based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model, which is recognized as an expense over the requisite service periods in the Company’s statement of comprehensive loss, based on a straight-line method. The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date.

The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services.

The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term.

The expected stock option term is calculated for stock options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company.

Income Taxes

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Income Taxes:

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance against deferred tax assets.

Marketable securities

Marketable securities:

The Company invests in various debt securities and an equity security. Debt securities consist of U.S. treasury securities. Equity security consist of a mutual fund. The Company records these investments in the consolidated balance sheet at fair value. For all of the Company’s debt securities, the Company elected the fair value option and thus all unrealized gains or losses for these securities are included in financing income, net. Unrealized gains or losses for the equity security are included in financing income, net. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations.

Leases

Leases

The Company implements ASU 2016-02, Leases (“Topic 842”). This ASU requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months.

Arrangements that are determined to be leases at inception are recognized as long-term right-of-use assets (“ROU”) and lease liabilities in the balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease ROU assets, and corresponding as lease liabilities (current portion), and as operating long-term lease liabilities, on the Company’s consolidated balance sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the lease term at commencement date. The Company’s leases do not provide an implicit interest rate. The Company calculates the incremental borrowing rate to reflect the interest rate that it would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term and considers the Company’s historical borrowing activities and market data in this determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, which it accounts for as a single lease component. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on the Company’s ROU assets and lease liabilities was not material. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company does not have any related party leases and its sublease transactions are de minimis.

Contingencies

Contingencies

Management records and discloses legal contingencies in accordance with ASC Topic 450, Contingencies. Accordingly, management of the Company will recognize a liability for a legal contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters in each reporting period in order to determine if any adjustments are required.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Contingencies

Management records and discloses legal contingencies in accordance with ASC Topic 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters to determine if any adjustments are required.

Government grants

Q. Government grants

Government grants which are received from the IIA by way of participation in research and development that is conducted by the Company, are received in installments as the program progresses based on qualified research spending. Grants received are recognized when the grant becomes receivable, provided there was reasonable assurance that the Company will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. Refer to Note 2Q above.

SUBSEQUENT EVENT (Details Narrative)	Feb. 13, 2023 $ / shares shares
Subsequent Event [Line Items]
Exercise price	$ 0.0001
Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate shares of common stock \| shares	240,000
Exercise price	$ 0.0001

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Restricted cash	$ 46	$ 77	$ 87

LEASES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Leases

LEASES

NOTE 3 – LEASES

The Company has lease agreements with lease and non-lease components, which it accounts for as a single lease component. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on the Company’s ROU assets and lease liabilities was not material for the periods presented. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company does not have any related party leases.

Supplemental cash flow information related to operating leases was as follows:

	2023		2022
	For the Nine Months Ended September 30,
	2023		2022

Cash payments and expenses	$	216	$	247

Undiscounted maturities of operating lease payments as of September 30, 2023 are summarized as follows:


2023 (Remainder of the year)	$	60
2024		182
2025		15
Total future lease payments		257
Less imputed interest		(12	)
Total lease liability balance	$	245

	September 30,			December 31,
	2023			2022

Operating leases weighted average remaining lease term (in years)		1-2			2
Operating leases weighted average discount rate		9	%		9	%

NOTE 6 - LEASES

In November 2019, the Company signed a lease agreement for the period from November 2019 till October 2024. In addition, the Company received an option to extend the lease agreement for additional 5 years.

The monthly lease payments are approximately $16.

To secure the lease payments the Company had issued a bank guarantee of $54 in favor of the facility’s lessor.

Supplemental cash flow information related to operating leases was as follows:

	2022		2021
	For the Years Ended December 31,
	2022		2021
Cash payments and expenses	$	344	$	330

Undiscounted maturities of operating lease payments as of December 31, 2022 are summarized as follows:

	2022
	As of December 31,
	2022
2023	$	312
2024		181
2025		2
Total future lease payments		495
Less imputed interest		(33	)
Total lease liability balance	$	462

	As of December 31,
	2022			2021

Operating leases weighted average remaining lease term (in years)		2			3
Operating leases weighted average discount rate		9	%		9	%

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
Amounts due from government institutions		$ 103	$ 174
Prepaid expenses		429	126
Total prepaid expenses and other current assets	$ 208	$ 532	$ 300

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Payroll and related expenses					$ 2,067	$ 1,912
Share-based compensation			$ 1,097	$ 1,322	1,752	1,386
Research and development expense	$ 1,612	$ 1,953	$ 4,594	$ 5,852	7,736	6,153
Research and Development Expense [Member]
Payroll and related expenses					3,558	3,030
Share-based compensation					387	183
Professional services					2,097	1,532
Materials					559	703
Patents					341	251
Rent					224	206
Office and maintenance expenses					100	123
Depreciation					102	72
Other					368	53
Research and development expense					$ 7,736	$ 6,153

SUMMARY OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cost		$ 608	$ 533
Accumulated Depreciation		387	289
Net book value	$ 184	221	244
Research Equipment and Software [Member]
Property, Plant and Equipment [Line Items]
Cost		71	68
Accumulated Depreciation		63	54
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost		229	229
Accumulated Depreciation		135	89
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost		308	236
Accumulated Depreciation		$ 189	$ 146

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements.

Fair value of financial instruments

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023
	Total		Level 1		Level 2		Level 3

Marketable securities:
U.S. treasury securities	$	6,220	$	6,220	$	-	$	-
Money market mutual funds		598		598		-		-
	$	6,818	$	6,818	$	-	$	-

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

Contingencies

Recently issued accounting pronouncements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the preparation of the financial statements are as follows:

Basis of presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Financial statement in U.S. dollars:

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Inter-company balances and transactions have been eliminated in consolidation.

Cash and cash equivalents:

Restricted cash:

Restricted cash as of December 31, 2022 and 2021 included an $77 and $87, respectively, collateral account for the Company’s leases agreements and credit line from the bank.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Fair value of financial instruments:

The carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentrations of credit risk

Property and equipment:

	%

Research equipment and software		25-33
Furniture and office equipment		7
Leasehold improvements		Over the lease period

Liabilities due to termination of employment agreements:

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Basic and diluted net loss per share:

Research and development expenses

Share-based compensation:

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Income Taxes:

Marketable securities:

Leases

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

Contingencies

Q. Government grants

Recently issued accounting pronouncements

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating leases weighted average remaining lease term (in years)		2 years	3 years
Operating leases weighted average discount rate	9.00%	9.00%	9.00%
Operating leases weighted average remaining lease term (in years)		2 years
Minimum [Member]
Operating leases weighted average remaining lease term (in years)	1 year
Maximum [Member]
Operating leases weighted average remaining lease term (in years)	2 years

SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2022 $ / shares
Equity [Abstract]
Exercise price	$ 0.01

SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents		$ 2,442	$ 13,493
Total marketable securities	$ 6,818	5,760	1,999
Total cash and cash equivalents and marketable securities	$ 8,153	8,202	15,492
Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Total marketable securities		1,999	1,999
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Total marketable securities		3,761
Cash [Member]
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents		1,195	13,493
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents		$ 1,247

RESEARCH AND DEVELOPMENT EXPENSES, NET

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT EXPENSES, NET

NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET

	2022		2021
	For the Years Ended December 31,
	2022		2021
Payroll and related expenses	$	3,558	$	3,030
Share-based compensation		387		183
Professional services		2,097		1,532
Materials		559		703
Patents		341		251
Rent		224		206
Office and maintenance expenses		100		123
Depreciation		102		72
Other		368		53
Research and development expense	$	7,736	$	6,153

BASIC AND DILUTED NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

BASIC AND DILUTED NET LOSS PER SHARE

NOTE 11 - BASIC AND DILUTED NET LOSS PER SHARE

The basic and diluted net loss per share and weighted average number of shares of common stock used in the calculation of basic and diluted net loss per share were presented in the consolidated statements of comprehensive loss for the years ended December 31, 2022 and 2021.

Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of December 31, 2022 and 2021, potentially dilutive securities excluded from the diluted loss per share calculation are as follows:

	For the Years Ended December 31,
	2022		2021

Series A and B warrants 2013 and 2016		183		2,953
Warrant to underwriters 12.2019		138,307		175,889
Series A and B warrants 10.2022		2,044,990		-
Warrant to underwriters 10.2022		51,125		-
Outstanding options to purchase common stock		1,507,137		997,148

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expenses And Other Current Assets

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

	2022		2021
	As of December 31,
	2022		2021

Amounts due from government institutions	$	103	$	174
Prepaid expenses		429		126
	$	532	$	300

BASIC AND DILUTED NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE

	For the Years Ended December 31,
	2022		2021

Series A and B warrants 2013 and 2016		183		2,953
Warrant to underwriters 12.2019		138,307		175,889
Series A and B warrants 10.2022		2,044,990		-
Warrant to underwriters 10.2022		51,125		-
Outstanding options to purchase common stock		1,507,137		997,148

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)

12 Months Ended

Dec. 31, 2022

General And Administrative Expenses

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

	2022		2021
	For the Years Ended December 31,
	2022		2021
Payroll and related expenses	$	1,813	$	1,391
Government fees		35		170
Share-based compensation		1,365		1,203
Professional services		998		1,298
Insurance		733		732
Public and investor relations		220		203
Office and maintenance expenses		120		108
Travel		180		42
Other		81		57
General and administrative expenses	$	5,545	$	5,204

TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
U.S. Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Corporate income tax rate	21.00%	21.00%
Net operating loss carryforwards	$ 502,053	$ 496,950
Israel Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Corporate income tax rate	23.00%	23.00%
Net operating loss carryforwards	$ 34,688	$ 26,623

TAXES ON INCOME (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES


	For the Years Ended December 31,
	2022			2021

Net operating loss carryforwards	$	113,393		$	109,483
Operation lease liabilities		105			156
Accrued vacation pay		71			45
Total deferred tax assets		113,569			110,684
Less: valuation allowance		(113,455	)		(110,536	)
Net deferred tax assets		114			148

Operating leases, right-of-use assets		(114	)		(148	)
Total deferred tax liabilities		(114	)		(148	)
Total net deferred tax assets	$	-		$	-

SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE

The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate:

	For the Years Ended December 31,
	2022			2021

Net loss in Israel	$	8,065		$	6,853
Net loss in U.S.	$	5,103		$	4,460
Statutory tax rate		21%-23%			21%-23%
Income Tax under statutory tax rate		2,922			2,513
Change in valuation allowance		(2,922	)		(2,513	)
Actual provision for income tax	$	-		$	-

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares

12 Months Ended

Dec. 31, 2022

Feb. 13, 2023

Dec. 31, 2021

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

240,000

Exercise price

$ 0.0001

Series A (2013) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

183

Exercise price

$ 2,754.00

Exercisable Through

April 9, 2023

Series B (2016) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

2,770

Exercise price

$ 40.50

Exercisable Through

March 14, 2022

Warrant to Underwriters 1/2019 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

8,082

Exercise price

$ 8.13

Exercisable Through

July 14, 2022

Warrant to Underwriters 1/2019 One [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

29,500

Exercise price

$ 12.50

Exercisable Through

July 15, 2022

Warrant to Underwriters 12/2019 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

45,643

Exercise price

$ 13.13

Exercisable Through

June 25, 2023

Warrant to Underwriters 12/2019 One [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

47,619

Exercise price

$ 13.13

Exercisable Through

June 27, 2023

Warrant to Underwriters 12/2019 Two [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

45,045

Exercise price

$ 13.88

Exercisable Through

June 30, 2023

Series A Warrant Ten Two Thousand Twenty Two [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

1,022,495

Exercise price

$ 4.64

Exercisable Through

October 25, 2027

Series B Warrant Ten Two Thousand Twenty Two [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

1,022,495

Exercise price

$ 4.64

Exercisable Through

October 25, 2024

Warrant To Underwriters Ten Two Thousand Twenty Two Two [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of outstanding warrants

^[1]

51,125

Exercise price

^[1]

$ 6.11

Exercisable Through

^[1]

October 21, 2027

[1]	Net of issuance costs in the amount of $1,075.

TAXES ON INCOME

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

TAXES ON INCOME

NOTE 15 - TAXES ON INCOME

The Company is subject to income taxes under the Israeli and U.S. tax laws:

Corporate tax rates

The Company is subject to U.S. federal tax rate of 21% for the years ended December 31, 2022 and 2021.

The Company has not been audited by the Internal Revenue Service since its incorporation.

As of December 31, 2022 and 2021, the Company has generated accumulated net operating losses in the U.S. of approximately $502,053 and $496,950, respectively. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

Microbot Israel is subject to Israeli corporate tax rate of 23% for the years ended 2022 and 2021. Microbot Israel has not received a final tax assessment since 2016.

As of December 31, 2022 and 2021, Microbot Israel has generated accumulated net operating losses in Israel of approximately $34,688 and $26,623, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period.

The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts.


	For the Years Ended December 31,
	2022			2021

Net operating loss carryforwards	$	113,393		$	109,483
Operation lease liabilities		105			156
Accrued vacation pay		71			45
Total deferred tax assets		113,569			110,684
Less: valuation allowance		(113,455	)		(110,536	)
Net deferred tax assets		114			148

Operating leases, right-of-use assets		(114	)		(148	)
Total deferred tax liabilities		(114	)		(148	)
Total net deferred tax assets	$	-		$	-

Reconciliation of Income Taxes:

The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate:

	For the Years Ended December 31,
	2022			2021

Net loss in Israel	$	8,065		$	6,853
Net loss in U.S.	$	5,103		$	4,460
Statutory tax rate		21%-23%			21%-23%
Income Tax under statutory tax rate		2,922			2,513
Change in valuation allowance		(2,922	)		(2,513	)
Actual provision for income tax	$	-		$	-

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Interim Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Balance at Dec. 31, 2020

$ 72

$ 68,516

$ (44,280)

$ 24,308

Balance, shares at Dec. 31, 2020

7,108,133

Share-based compensation

1,386

Net loss

(11,313)

Balances at Dec. 31, 2021

$ 72

69,902

(55,593)

14,381

Balance, shares at Dec. 31, 2021

7,108,133

Share-based compensation

429

Net loss

(3,189)

Balances at Mar. 31, 2022

$ 72

70,331

(58,782)

11,621

Balance, shares at Mar. 31, 2022

7,108,133

Balance at Dec. 31, 2021

$ 72

69,902

(55,593)

14,381

Balance, shares at Dec. 31, 2021

7,108,133

Net loss

(10,170)

Balances at Sep. 30, 2022

$ 72

71,224

(65,763)

5,533

Balance, shares at Sep. 30, 2022

7,108,133

Balance at Dec. 31, 2021

$ 72

69,902

(55,593)

14,381

Balance, shares at Dec. 31, 2021

7,108,133

Issuance of common stock and warrants net of issuance costs ()

$ 8

4,316

4,324

Issuance of common stock upon exercise of warrants, shares

782,495

Share-based compensation

1,752

Net loss

(13,168)

Balances at Dec. 31, 2022

$ 80

75,970

(68,761)

7,289

Balance, shares at Dec. 31, 2022

7,890,628

Balance at Mar. 31, 2022

$ 72

70,331

(58,782)

11,621

Balance, shares at Mar. 31, 2022

7,108,133

Share-based compensation

432

Net loss

(3,513)

Balances at Jun. 30, 2022

$ 72

70,763

(62,295)

8,540

Balance, shares at Jun. 30, 2022

7,108,133

Share-based compensation

461

Net loss

(3,468)

Balances at Sep. 30, 2022

$ 72

71,224

(65,763)

5,533

Balance, shares at Sep. 30, 2022

7,108,133

Balance at Dec. 31, 2022

$ 80

75,970

(68,761)

7,289

Balance, shares at Dec. 31, 2022

7,890,628

Issuance of common stock and warrants net of issuance costs ()

$ 3

(3)

Issuance of common stock upon exercise of warrants, shares

240,000

Share-based compensation

412

Net loss

(2,853)

Balances at Mar. 31, 2023

$ 83

76,379

(71,614)

4,848

Balance, shares at Mar. 31, 2023

8,130,628

Balance at Dec. 31, 2022

$ 80

75,970

(68,761)

7,289

Balance, shares at Dec. 31, 2022

7,890,628

Net loss

(7,586)

Balances at Sep. 30, 2023

$ 118

83,587

(76,347)

7,358

Balance, shares at Sep. 30, 2023

11,707,317

Balance at Mar. 31, 2023

$ 83

76,379

(71,614)

4,848

Balance, shares at Mar. 31, 2023

8,130,628

Issuance of common stock and warrants net of issuance costs ()

^[1]

$ 35

6,523

6,558

Issuance of common stock upon exercise of warrants, shares

^[1]

3,576,689

Share-based compensation

349

Net loss

(2,287)

Balances at Jun. 30, 2023

$ 118

83,251

(73,901)

9,468

Balance, shares at Jun. 30, 2023

11,707,317

Share-based compensation

336

Net loss

(2,446)

Balances at Sep. 30, 2023

$ 118

$ 83,587

$ (76,347)

$ 7,358

Balance, shares at Sep. 30, 2023

11,707,317

[1]	Net of issuance costs in the amount of $1,075.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net loss	$ (2,446)	$ (2,287)	$ (2,853)	$ (3,468)	$ (3,513)	$ (3,189)	$ (7,586)	$ (10,170)	$ (13,168)	$ (11,313)
Income Tax under statutory tax rate									2,922	2,513
Change in valuation allowance									(2,922)	(2,513)
Actual provision for income taxes
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Statutory tax rate									21.00%	21.00%
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Statutory tax rate									23.00%	23.00%
ISRAEL
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net loss									$ 8,065	$ 6,853
UNITED STATES
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net loss									$ 5,103	$ 4,460

SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

SUMMARY OF STOCK OPTION ACTIVITY

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

SCHEDULE OF STOCK OPTIONS OUTSTANDING

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.

SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS

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:

	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

SCHEDULE OF WARRANTS OUTSTANDING

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

Cover	9 Months Ended
Cover	Sep. 30, 2023
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Registrant Name	MICROBOT MEDICAL INC.
Entity Central Index Key	0000883975
Entity Tax Identification Number	94-3078125
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	288 Grove Street
Entity Address, Address Line Two	Suite 388
Entity Address, City or Town	Braintree
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02184
City Area Code	(781)
Local Phone Number	875-3605
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	288 Grove Street
Entity Address, Address Line Two	Suite 388
Entity Address, City or Town	Braintree
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02184
City Area Code	(781)
Local Phone Number	875-3605
Contact Personnel Name	Harel Gadot

TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2022

	2022		2021
	For the Years Ended December 31,
	2022		2021
Transactions:
Payroll and related expenses	$	2,067	$	1,912
ESOP expenses to CEO and executive officers		1,172		846
Board of directors fees		300		300
ESOP expenses to directors		301		91
Insurance for directors and executives		722		727
Total	$	4,562	$	3,876

	2022		2021
	As of December 31,
	2022		2021
Balances:
Bonus to CEO and executive offices		581		310
Board of directors fees		75		75
Payroll and related expenses		92		28
Total	$	748	$	413

SUMMARY OF STOCK OPTION ACTIVITY (Details) - Employees and Directors [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of stock options outstanding, Outstanding at beginning of period	997,148	575,722
Weighted average exercise price, Outstanding at beginning of period	$ 8.48	$ 9.14
Number of stock options outstanding, Granted	530,822	421,426
Weighted average exercise price, Granted	$ 5.14	$ 7.60
Number of stock options outstanding, cancelled	(20,833)
Weighted average exercise price, cancelled	$ 8.16
Number of stock options outstanding, Outstanding at end of period	1,507,137	997,148
Weighted average exercise price, Outstanding at end of period	$ 7.31	$ 8.48
Number of stock options outstanding, Vested at end of period	899,609	568,053
Weighted average exercise price, Vested at end of period	$ 8.52	$ 9.08

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Leases
Cash payments and expenses	$ 216	$ 247	$ 344	$ 330

Interim Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 1,075

LEASES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
LEASES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Nov. 30, 2019
Leases
Short-term lease term		5 years
Lease payment	$ 16
Issued bank guarantee	$ 54

SUBSEQUENT EVENT

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 6 - SUBSEQUENT EVENTS

SUBSEQUENT EVENT

On October 7, 2023, subsequent to the reporting period, the State of Israel, where the Company’s operations are primarily based, suffered a surprise attack by hostile forces from Gaza, which led to the declaration by Israel of the “Iron Swords” military operation. This military operation and related activities are on-going as of the issuance date of these financial statements. Consequently:

	●	Some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities, which has caused delays in aspects of our development and regulatory activities;

	●	The lack of international flights in and out of Israel may affect the Company’s ability to import materials that are required to construct the Company’s devices which are required to complete development and regulatory activities; and

	●	The lack of international flights in and out of Israel may affect the Company’s commercial and regulatory activities.

The Company is currently assessing whether there are any material adverse effects on its anticipated milestones and results of operations in the fourth quarter of 2023 and perhaps beyond due to the military operation and related matters, the extent of which cannot be estimated at this stage.

NOTE 16 – SUBSEQUENT EVENT

On February 13, 2023, 240,000 pre-funded warrants were exercised to shares of Common Stock (the “Pre-Funded Warrants”) in exercise price of $0.0001 per share.

Interim Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (7,586)	$ (10,170)	$ (13,168)	$ (11,313)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	71	69	102	76
Interest income and unrealized gains from marketable securities, net	(105)		(12)
Loss on disposal of property and equipment			5
Share-based compensation expense	1,097	1,322	1,752	1,386
Changes in assets and liabilities:
Prepaid expenses and other assets	549	350	13	177
Other payables and accrued liabilities	(738)	(657)	(241)	320
Net cash flows used in operating activities	(6,712)	(9,086)	(11,549)	(9,354)
Investing activities:
Short term deposit	3		(3)
Purchases of property and equipment	(38)	(83)	(84)	(69)
Sale of property and equipment	2
Proceeds from sale of investment				270
Purchases of marketable securities	(8,379)		(3,749)
Proceeds from sales of a marketable securities	2,039			2,999
Proceeds from maturities of marketable securities	5,389
Net cash flows used in investing activities	(984)	(83)	(3,836)	3,200
Financing activities:
Issuance of common stock and warrants, net of issuance costs	6,558		4,324
Net cash flows provided by financing activities	6,558		4,324
Decrease in cash, cash equivalents and restricted cash	(1,138)	(9,169)	(11,061)	(6,154)
Cash, cash equivalents and restricted cash at beginning of period	2,519	13,580	13,580	19,734
Cash, cash equivalents and restricted cash at end of period	1,381	4,411	2,519	13,580
Supplemental disclosure of cash flow information:
Cash received from interest	100	15	51	1
Right-of-use asset and lease liability	$ 20	$ 147	$ 103	$ 69

ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Leasehold Improvements [Member]
Research Equipment and Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	25 years
Research Equipment and Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	33 years
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years

SUMMARY OF ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Employee-related liabilities		$ 1,372	$ 1,031
Other current liabilities		298	396
Total Accrued Liabilities	$ 1,047	$ 1,670	$ 1,427

COMMITMENTS AND CONTINGENCIES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Israeli Innovation Authority Grants

Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through September 30, 2023 totaling approximately $1,656. This amount includes advance payment in the third quarter of 2023 of approximately $156 which is a portion of additional grant previously approved from the IIA in the amount of approximately NIS 1.62 million, which based on an exchange rate on September 30, 2023 of NIS 1.00 = $0.2614, would be approximately $423, to further finance the development of the Company’s manufacturing process of the LIBERTY^® robotic surgical system.

In addition, as a result of the agreement with CardioSert Ltd. (“CardioSert”) on January 4, 2018, Microbot Israel took over the liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $530, which liability will remain for so long as the Company continues to own the CardioSert assets.

As a result of the agreement with Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”), on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $925.

In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3%-5% of its future sales of the products relating to such grants.

The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of Libor per annum.

The repayment of the grants is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the project fails, is unsuccessful or aborted or if no sales are generated. The financial risk is assumed completely by the Government of Israel. The grants are received from the Government on a project-by-project basis.

Approval for Grant from Ministry of Economy

On March 2, 2023, the Company announced that it received approval for a grant from the Ministry of Economy of the State of Israel in the amount of approximately NIS 300 thousand, which based on an exchange rate on such date of NIS 1.00 = $0.27457, would be approximately $82, to further finance the marketing activities of the LIBERTY Robotic System in the US market.

On November 1, 2023, the Company received NIS 109,474 (approximately US$27) of such amount.

In relation to the Ministry of Economy grant, the Company is obligated to pay royalties amounting to between 3%-5% of future sales of the LIBERTY product up to the grant amount plus interest.

TRDF Agreement

Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF transferred to Microbot Israel a global, exclusive, royalty-bearing license (as amended, the “License Agreement”) with respect to the Company’s Self-Cleaning Shunt (SCS) project and its TipCat assets in addition to certain technology relating to the Company’s LIBERTY device. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3.0%) and on sublicense income as detailed in the License Agreement.

The Company in October 2022 suspended the SCS project while it evaluated alternatives for the SCS assets (mainly related patents), including seeking buyers for the assets, joint ventures or licensing arrangements, spinning off the assets into a new operating company or discontinuing the project altogether, and as a result of the Company’s May 2023 implementation of its core-business focus program and cost reduction plan, the Company returned the licensed intellectual property for the TipCat back to TRDF in June 2023, and returned the licensed intellectual property for the SCS (ViRob) back to TRDF in July 2023.

Agreement with CardioSert Ltd.

On January 4, 2018, Microbot Israel entered into an agreement with CardioSert (the “CardioSert Agreement”) to acquire certain of its patent-protected technology (the “Technology”). Pursuant to the CardioSert Agreement, Microbot Israel made aggregate payments of $300 in cash and 6,738 shares of Common Stock estimated at $74 to complete the acquisition.

The CardioSert Agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The CardioSert Agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the CardioSert Agreement except if Microbot Israel has invested more than $2,000 in certain development stages, or the first commercial sale does not occur within 50 months. As of September 30, 2023, the 50 months period has expired and CardioSert can buy-back the Technology at any time.

In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the right to buy back the Technology from Microbot Israel for $1.00 (dollar not in thousands), upon 60 days prior written notice, but only 1 year after such termination events. Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology. As a result of its core-business focus program and its cost reduction plan enacted in May 2023, the Company has terminated the CardioSert Agreement effective as of August 17, 2023 and ceased its research and development and commercialization efforts for the Technology, which could result in the Technology being reacquired by CardioSert for nominal consideration.

As of the filing date of this Quarterly Report on Form 10-Q, CardioSert has not purchased back the Technology; however, the Company is in discussions with CardioSert with respect to post-termination matters.

ATM Agreement

On June 10, 2021, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its Common Stock having an aggregate offering price of up to $10,000 at market prices or as otherwise agreed with Wainwright. Any shares sold under the ATM Agreement from time to time will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was initially filed on November 25, 2020 and which was declared effective by the SEC on December 4, 2020, and the related prospectus as supplemented by a prospectus supplement that the Company filed on June 10, 2021 (the “June 2021 Prospectus”). To date, the Company has not sold any shares of Common Stock pursuant to the ATM Agreement, and as of October 13, 2022, the Company suspended the ATM Agreement, which otherwise remains in full force and effect, and terminated the June 2021 Prospectus.

Engagement Letter with H.C. Wainwright

On May 16, 2023 and in connection with the registered direct and private placement offerings referred to in Note 5 below, the Company entered into an engagement letter (the “Engagement Letter”) with Wainwright, pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from offerings contemplated by the Engagement Letter, plus a management fee equal to 1.0% of the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings.

Acquisition of Nitiloop’s Assets

On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Nitiloop Technology”) and the products or potential products incorporating the Nitiloop Technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application.

In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $8,000, as follows:

	●	Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and
	●	Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product.

Litigation

Litigation Resulting from the 2017 Financing

The Company was named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “2017 Financing”), of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the 2017 Financing. The lawsuit is currently in the discovery phase, and a court-ordered mediation was completed. Management is unable to assess the likelihood that the Company will succeed at trial, having previously lost another lawsuit with respect to the 2017 Financing.

Mona Litigation

On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”), later amended to add Joseph Mona (“Mona”) as a defendant, in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), to compel Alliance and/or Mona to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months. The amount of profits was estimated in the complaint to be approximately $468.

On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance, which was subsequently granted by the Court. On February 4, 2020, Mona answered the 16(b) claim and filed a counterclaim against the Company under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming a net loss on trading the Company’s stock of approximately $151.

On March 31, 2021, the Court entered a judgment against Mona and in favor of the Company in the amount of approximately $485. Collection of the judgment was deferred pending resolution of Mona’s counterclaim.

On August 4, 2023, the Magistrate Judge issued a Report & Recommendation, which recommended that the District Court dismiss Mona’s Section 10(b) counterclaim in the entirety. On August 22, 2023, the District Court adopted the Report and Recommendation in full and dismissed the Section 10(b) counterclaim in its entirety. The time for appeal has expired and the Company is proceeding with collection efforts for the $485 judgment against Mona.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Government Grants:

Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through December 31, 2022 totaling approximately $1,500.

In addition, as a result of the agreement with Nitiloop, on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $925.

In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3.0%-3.5% of its future sales of the products relating to such grants.

The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of Libor per annum.

TRDF Agreement:

Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF transferred to Microbot Israel a global, exclusive, royalty-bearing license (as amended, the License Agreement”). As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3.0%) and on sublicense income as detailed in the agreement.

Pursuant to the License Agreement, both parties agreed to extend the next development milestone for the Company’s Self Cleaning Shunt (SCS) project, which includes the First In Human milestone, until December 2024, and to continue to maintain the TipCat assets, which are still in a discovery phase, until December 2023. The Company in October 2022 suspended the SCS project while it evaluates alternatives for the SCS assets (mainly related patents), which may include seeking buyers for the assets, entering into joint ventures or licensing arrangements, spinning off the assets into a new operating company or discontinuing the project altogether. The Company has certain obligations to seek to develop and commercialize the SCS and the TipCat assets under the License Agreement. At the time of filing of this Annually Report on Form 10-K, the Company has been in discussions with TRDF with respect to the suspension of the SCS project and the status of the TipCat assets, and the Company expects that if it is unsuccessful in entering into alternative arrangements for such assets, the Company will return the licensed assets to TRDF.

Agreement with CardioSert Ltd.:

On January 4, 2018, Microbot Israel entered into an agreement with CardioSert to acquire certain patent-protected technology owned by CardioSert (the “Technology”). Pursuant to the Agreement, Microbot Israel made an initial payment of $50 to CardioSert and had 90-days to elect to complete the acquisition. At the end of the 90-day period, at Microbot Israel’s sole option, CardioSert shall assign and transfer the Technology to Microbot Israel and Microbot Israel shall pay to CardioSert additional amounts and securities as determined in the agreement.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

On May 25, 2018, Microbot Israel, delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot Israel elected to exercise the option to acquire the Technology owned by CardioSert and therefore made an additional cash payment of $250 and 6,738 shares of common stock estimated at $74.

The agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the agreement except if Microbot Israel. has invested more than $2,000 in certain development stages, or the first commercial sale does not occur within 50 months. As of December 31, 2022, the 50 months period has expired and CardioSert can buy-back the Technology at any time. As of the report date, CardioSert has not purchased back the Technology.

In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the right to buy back the Technology from Microbot Israel for $1.00, upon 60 days prior written notice, but only 1 year after such termination. Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure). CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS40 (or approximately US$11.37, based on an exchange rate of NIS 3.519 to the dollar) covering up to 60 consulting hours per month.

ATM Agreement:

On June 10, 2021, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its Common Stock having an aggregate offering price of up to $10,000 at market prices or as otherwise agreed with Wainwright. Any shares sold under the ATM Agreement from time to time will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was initially filed on November 25, 2020 and which was declared effective by the SEC on December 4, 2020, and the related prospectus as supplemented by a prospectus supplement that the Company filed on June 10, 2021 (the “June 2021 Prospectus”). To date, we have not sold any shares of Common Stock pursuant to the ATM Agreement, and as of October 13, 2022, the Company suspended the ATM Agreement, which remains in full force and effect, and terminated the June 2021 Prospectus.

Acquisition of Nitiloop’s Assets

On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Technology”) and the products or potential products incorporating the Technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application.

In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $8,000, as follows:

	●	Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and
	●	Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as business combination or an acquisition of assets. Based on the Company’s analysis, the Company concluded that the acquisition of the assets does not meet the definition of a business for the purpose of applying SEC Rules (S-X Rules of 3-05, 8-04 and 11-01).

Litigation:

Litigation Resulting from 2017 Financing

The Company was named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “Financing”), of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the Financing. The Company is currently in the discovery phase. Management is unable to assess the likelihood that the Company will succeed at trial with respect to the SPA or the Financing, having previously lost another lawsuit with respect to the Financing.

Alliance Litigation

On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”), later amended to include Joseph Mona (“Mona”) as a defendant, in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78p(b), to compel Alliance and Mona to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months. The case is Microbot Medical Inc. v. Alliance Investment Management, Ltd., No. 19-cv-3782-GBD (SDNY). The amount of profits was estimated in the complaint to be approximately $468.

On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance. On February 4, 2020, Mona answered the 16(b) claim the Company asserted against him by claiming various equitable defenses and filed a counterclaim against the Company under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, claiming a net loss on trading the Company’s stock of approximately $151.

On September 17, 2020, the Court issued a Memorandum Decision & Order that, among other things, granted Alliance’s summary judgment motion.

On March 30, 2021, the Court issued an Order; and on March 31, 2021, the Clerk entered judgment against Mona and in favor of the Company in the amount of approximately $485. On April 27, 2021, Mona filed an appeal of the Court’s judgment, which is pending before the U.S. Court of Appeals for the Second Circuit.

MICROBOT MEDICAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

(Except share and per share data)

In June 2021, the Magistrate issued an order permitting Mona to file an Amended Counterclaim Complaint, and rejected the Company’s request to execute on the judgment. The Company filed a response to Mona’s amended counterclaim in July 2021, and in February 2023 filed a motion for summary judgment on Mona’s fraud claim on the basis of inability to demonstrate reliance or loss causation. The motion is scheduled to be fully briefed and submitted on May 1, 2023.

COMMITMENTS AND CONTINGENCIES (Details Narrative)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

USD ($)

Aug. 22, 2023

USD ($)

May 16, 2023

Mar. 02, 2023

ILS (₪)

Oct. 06, 2022

USD ($)

Oct. 06, 2022

USD ($)

Oct. 03, 2022

USD ($)

Mar. 31, 2021

USD ($)

Mar. 31, 2021

USD ($)

Feb. 04, 2020

USD ($)

Apr. 28, 2019

USD ($)

Apr. 28, 2019

USD ($)

May 25, 2018

USD ($)

Jan. 04, 2018

USD ($)

$ / shares

Jan. 04, 2018

USD ($)

$ / shares

Jan. 04, 2018

ILS (₪)

Jan. 04, 2018

USD ($)

$ / shares

Jan. 04, 2018

ILS (₪)

Jun. 30, 2012

Jun. 30, 2023

USD ($)

^[1]

Mar. 31, 2023

USD ($)

Sep. 30, 2023

USD ($)

Dec. 31, 2022

USD ($)

Nov. 01, 2023

USD ($)

Nov. 01, 2023

ILS (₪)

Sep. 30, 2023

ILS (₪)

Jun. 10, 2021

USD ($)

Loss Contingencies [Line Items]

Stock issued during period, value, new issues

$ 6,558,000

$ 4,324,000

Net loss on trading of common stock

$ 151,000

Gross proceeds from cash fee percentage

7.00%

Gross proceeds from management fee percentage

1.00%

Joseph Mona [Member]

Loss Contingencies [Line Items]

Purchase price of plaintiffs

$ 485,000

Device [Member]

Loss Contingencies [Line Items]

Royalties percentage

3.00%

Integrated Product [Member]

Loss Contingencies [Line Items]

Royalties percentage

1.50%

Securities Purchase Agreement [Member]

Loss Contingencies [Line Items]

Purchase price of plaintiffs

$ 6,750,000

Israeli Innovation Authority [Member]

Loss Contingencies [Line Items]

Currency exchange rate, description

exchange rate on September 30, 2023 of NIS 1.00 = $0.2614, would be approximately $423

exchange rate on such date of NIS 1.00 = $0.27457, would be approximately $82

Grants receivable

$ 156,000

₪ 300,000,000

$ 156,000

₪ 1,620,000

Israeli Innovation Authority [Member] | Subsequent Event [Member]

Loss Contingencies [Line Items]

Grants receivable

$ 27

₪ 109,474

Israeli Innovation Authority [Member] | Minimum [Member]

Loss Contingencies [Line Items]

Royalties payable as percentage of future sales

3.00%

Israeli Innovation Authority [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Royalties payable as percentage of future sales

5.00%

3.50%

Israeli Innovation Authority [Member] | CardioSert Ltd [Member]

Loss Contingencies [Line Items]

Repayment of government grants

$ 530,000

Israeli Innovation Authority [Member] | Nitiloop [Member]

Loss Contingencies [Line Items]

Repayment of government grants

$ 925,000

Technion Research and Development Foundation Limited [Member] | Minimum [Member]

Loss Contingencies [Line Items]

Royalties payable as percentage of future sales

1.50%

Technion Research and Development Foundation Limited [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Royalties payable as percentage of future sales

3.00%

CardioSert Ltd [Member] | Technology [Member]

Loss Contingencies [Line Items]

Payment to acquire intangible assets

$ 250,000

$ 300,000

$ 50,000

Number of common shares issued for acquisition | shares

6,738

Number of common shares issued for acquisition, value

$ 74,000

Buy back amount per patent | $ / shares

$ 1.00

Consulting fee description

Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology.

CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS40 (or approximately US$11.37, based on an exchange rate of NIS 3.519 to the dollar) covering up to 60 consulting hours per month

Monthly consultation fee | ₪

₪ 40,000,000

₪ 40,000

Monthly consultation fee in USD | $ / shares

$ 11

$ 11.37

Currency exchange rate, description

exchange rate of NIS 3.7 to the dollar

exchange rate of NIS 3.519 to the dollar

CardioSert Ltd [Member] | Minimum [Member] | Technology [Member]

Loss Contingencies [Line Items]

Investments

$ 2,000,000

H.C. Wainwright & Co. LLC [Member]

Loss Contingencies [Line Items]

Monthly consultation fee

$ 565,000

H.C. Wainwright & Co. LLC [Member] | At-the-Market Offering Agreement [Member]

Loss Contingencies [Line Items]

Offering costs

$ 10,000,000

Stock issued during period, value, new issues

$ 8,000,000

Alliance Investment Management, Ltd. [Member]

Loss Contingencies [Line Items]

Litigation settlement

$ 468,000

Two Thousand Thirteen To June Thirty Two Thousand Twenty Two [Member] | Israeli Innovation Authority [Member]

Loss Contingencies [Line Items]

Total grants obtained

$ 1,500,000

Two Thousand Thirteen To September Thirty Two Thousand Twenty Three [Member] | Israeli Innovation Authority [Member]

Loss Contingencies [Line Items]

Total grants obtained

$ 1,656,000

[1]	Net of issuance costs in the amount of $1,075.

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES

The following table summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of December 31, 2022 and 2021:

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

	As of December 31, 2021
	Total		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	- (*)	$	- (*)	$	-	$	-

Marketable securities:
Money market mutual funds	$	1,999	$	1,999	$	-	$	-

(*)

Reclassified

GENERAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 29, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Aug. 02, 1988	Aug. 02, 1988
Cash equivalents and marketable securities	$ 8,153	$ 8,202	$ 15,492
Common stock, par value	$ 0.01	$ 0.01	$ 0.01	$ 0.01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

	%

Research equipment and software		25-33
Furniture and office equipment		7
Leasehold improvements		Over the lease period

SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022:

	As of September 30, 2023
	Total		Level 1		Level 2		Level 3

Marketable securities:
U.S. treasury securities	$	6,220	$	6,220	$	-	$	-
Money market mutual funds		598		598		-		-
	$	6,818	$	6,818	$	-	$	-

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Payroll and related expenses					$ 2,067	$ 1,912
Share-based compensation			$ 1,097	$ 1,322	1,752	1,386
General and administrative expenses	$ 932	$ 1,521	$ 3,193	$ 4,361	5,545	5,204
General and Administrative Expense [Member]
Payroll and related expenses					1,813	1,391
Government fees					35	170
Share-based compensation					1,365	1,203
Professional services					998	1,298
Insurance					733	732
Public and investor relations					220	203
Office and maintenance expenses					120	108
Travel					180	42
Other					81	57
General and administrative expenses					$ 5,545	$ 5,204

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 113,393	$ 109,483
Operation lease liabilities	105	156
Accrued vacation pay	71	45
Total deferred tax assets	113,569	110,684
Less: valuation allowance	(113,455)	(110,536)
Net deferred tax assets	114	148
Operating leases, right-of-use assets	(114)	(148)
Total deferred tax liabilities	(114)	(148)
Total net deferred tax assets

GENERAL AND ADMINISTRATIVE EXPENSES

12 Months Ended

Dec. 31, 2022

General And Administrative Expenses

GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES

	2022		2021
	For the Years Ended December 31,
	2022		2021
Payroll and related expenses	$	1,813	$	1,391
Government fees		35		170
Share-based compensation		1,365		1,203
Professional services		998		1,298
Insurance		733		732
Public and investor relations		220		203
Office and maintenance expenses		120		108
Travel		180		42
Other		81		57
General and administrative expenses	$	5,545	$	5,204

CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables)

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

The following table sets forth our cash, cash equivalents and marketable securities as of December 31, 2022 and 2021:

	2022		2021
	As of December 31,
	2022		2021
Cash and cash equivalents:
Cash	$	1,195	$	13,493
U.S. treasury securities		1,247		-
Total cash and cash equivalents	$	2,442	$	13,493

Marketable securities:
Money market mutual funds	$	1,999	$	1,999
U.S. treasury securities		3,761		-
Total marketable securities	$	5,760	$	1,999

Total cash and cash equivalents and marketable securities	$	8,202	$	15,492

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4 - FAIR VALUE MEASUREMENTS

Fair value measurement

The following table summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of December 31, 2022 and 2021:

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

	As of December 31, 2021
	Total		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	- (*)	$	- (*)	$	-	$	-

Marketable securities:
Money market mutual funds	$	1,999	$	1,999	$	-	$	-

(*)

Reclassified

SCHEDULE OF RELATED PARTY TRANSACTION AND BALANCES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Payroll and related expenses	$ 2,067	$ 1,912
ESOP expenses to CEO and executive officers	1,172	846
Board of directors fees	300	300
ESOP expenses to directors	301	91
Insurance for directors and executives	722	727
Total	4,562	3,876
Bonus to CEO and executive offices	581	310
Board of directors fees	75	75
Payroll and related expenses	92	28
Total	$ 748	$ 413