View Filing Data

Preferred stock, shares authorized

$ 0.01

1,000,000

Preferred stock, shares issued

550

4,001

Preferred stock, shares outstanding

550

4,001

Common stock, par value

$ 0.01

Common stock, shares authorized

220,000,000

Common stock, shares issued

^[1]

2,254,569

2,013,193

Common stock, shares outstanding

^[1]

2,254,569

2,013,193

[1]	December 31, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.

Interim Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2018

Sep. 30, 2017

Sep. 30, 2018

Sep. 30, 2017

Income Statement [Abstract]

Research and development expenses, net

$ 623

$ 339

$ 1,753

$ 900

General and administrative expenses

1,130

896

3,407

2,830

Operating loss

(1,753)

(1,235)

(5,160)

(3,730)

Financing income (expenses), net

(2,272)

Net loss per share, basic and diluted

$ (1,749)

$ (1,187)

$ (5,111)

$ (6,002)

^[1]

$ (0.58)

$ (0.45)

$ (1.69)

$ (2.25)

Weighted-average number of common shares outstanding, basic and diluted

^[1]

2,947,633

2,383,327

2,876,020

2,061,331

[1]	September 30, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.

- Definition

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

+ References + Details

Interim Consolidated Statements of Comprehensive Loss (Parenthetical)	Sep. 04, 2018
Income Statement [Abstract]
Reverse stock split	1:15 reverse stock split

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

Preferred A Shares [Member]

Common Stock [Member]

Additional Paid-In Capital [Member]

Accumulated Deficit [Member]

Total

Temporary Equity [Member]

Balance at Dec. 31, 2016

^[1]

$ 18

^[2]

$ 14,713

$ (13,035)

$ 1,696

$ 500

Balance, shares at Dec. 31, 2016

9,736

1,788,884

^[2],[3]

Issuance of common stock

$ 3

^[2]

12,699

12,702

Issuance of common stock, shares

299,815

^[2]

Share-based compensation

^[1],[2]

479

Share-based compensation, shares

8,085

^[2]

Exercise of options

^[1],[2]

^[1]

Exercise of options, shares

31,787

^[2]

Cashless exercise of warrants

^[1],[2]

^[1]

Cashless exercise of warrants, shares

^[2]

Extinguishment of convertible notes and issuance of preferred A shares

^[1]

^[2]

2,676

Extinguishment of convertible notes and issuance of preferred A shares, shares

3,255

^[2]

Conversion of preferred A shares to common stock

^[1]

$ 6

^[2]

(6)

Conversion of preferred A shares to common stock, shares

(8,990)

605,705

^[2]

Balance, shares at Dec. 31, 2017

^[2]

(7,589)

Balance at Dec. 31, 2017

^[1]

$ 27

^[2]

30,561

(20,624)

$ 9,964

500

4,001

2,734,300

^[2],[3]

Issuance of common stock, shares

Share-based compensation

^[2]

1,139

$ 1,139

Share-based compensation, shares

^[2]

Exercise of options

^[1],[2]

Exercise of options, shares

2,487

^[2]

Conversion of preferred A shares to common stock

^[1]

$ 2

^[2]

(2)

Conversion of preferred A shares to common stock, shares

(3,451)

232,151

^[2]

Shares issued as consideration-vendor

$ 1

^[2]

Shares issued as consideration-vendor, shares

6,738

^[2]

Balance, shares at Sep. 30, 2018

^[2]

(5,111)

Balance at Sep. 30, 2018

^[1]

$ 30

$ 31,771

$ (25,735)

$ 6,066

$ 500

550

2,975,676

^[2],[3]

[1]	Less than 1
[2]	December 31, 2017 and 2016 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.
[3]	Includes 721,107 common stock classified as temporary equity.

Interim Consolidated Statements of Shareholder's Equity (Parenthetical) - shares	Sep. 04, 2018	Sep. 30, 2018	Dec. 31, 2017
Statement of Stockholders' Equity [Abstract]
Temporary equity		721,107	721,107
Reverse stock split	1:15 reverse stock split

Interim Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2018

Sep. 30, 2017

Sep. 30, 2018

Sep. 30, 2017

Dec. 31, 2017

OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash used in operating activities:

$ (1,749)

$ (1,187)

$ (5,111)

$ (6,002)

$ (7,589)

Depreciation

Interest and revaluation of convertible notes, net

237

Financing loss on debt extinguishment

2,364

Changes in fair value of derivative warrant liability

(23)

(274)

Shares issued as consideration-vendor

Share-based compensation expense

1,139

176

Changes in assets and liabilities:

Other receivables

(32)

Other payables and accrued liabilities

(92)

Net cash used in operating activities

(3,875)

(3,547)

INVESTMENT ACTIVITIES

Increase in restricted cash

Purchase of property and equipment

(239)

(28)

Net cash used in investing activities

(239)

(28)

FINANCING ACTIVITIES

Outflow (inflow) in connection with current assets and liabilities acquired in reverse recapitalization, net

(82)

Issuance of common stock, net of issuance costs

12,704

Net cash provided by financing activities

12,622

Net increase (decrease) in cash and cash equivalents and restricted cash

(4,114)

9,047

Cash and cash equivalents and restricted cash at the beginning of the period

10,814

2,709

Cash and cash equivalents and restricted cash at the end of the period

$ 6,700

$ 11,756

6,700

11,756

$ 10,814

Non-cash financing transactions:

Cashless exercise of warrants

^[1]

Conversion of preferred A shares into common shares

^[1]

Extinguishment of convertible notes in exchange for preferred A shares

$ 2,083

[1]	Less than 1

General

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 improving surgical outcomes for patients.

It was 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 began trading on the Nasdaq Capital Market under the symbol “MBOT”.

Prior to the Merger, the Company was a biopharmaceutical company that conducted research, development, and commercialization of stem cell therapeutics and related technologies. The sale of substantially all material assets relating to the stem cell business were completed on November 29, 2016.

The Company and its subsidiaries are collectively referred to as the “Company”. “StemCells” or “StemCells, Inc.” refers to the Company prior to the Merger.

Risk Factors

To date, the Company has not generated revenues from its operations. As of September 30, 2018, the Company had cash and cash equivalent balance of approximately $6,673, which management believes is sufficient to fund its operations for more than 12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. The Company plans to continue to fund its current operations as well as other development activities relating to additional product candidates, through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and others. 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

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.

Reverse Stock Split

On September 4, 2018, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a one-for-15 reverse stock split of the Company’s common stock (the “Reverse Split”). As a result of the Reverse Split, every 15 shares of the Company’s old common stock was converted into one share of the Company’s new common stock. Fractional shares resulting from the Reverse Split were rounded up to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the one-for-fifteen split ratio, all issued and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, stock options, warrants and other derivative securities outstanding at the time of the effectiveness of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto for periods ended prior to September 4, 2018 have been adjusted to reflect the Reverse Split on a retroactive basis.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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-month period ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018.

Significant Accounting Policies

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

Recent Accounting Standards

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of this standard did not have a material impact on our interim consolidated statements of comprehensive loss since the Company has not yet generated revenues to date.

In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments 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. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for the Company during the first quarter of 2019. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee.

In July 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements - Leases (Topic 842).” This update provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented. If elected, an entity would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 4) and will likely have an insignificant impact on the consolidated statements of comprehensive loss.

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity.

Derivative Warrant Liabilities

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Warrant Liabilities

NOTE 3 - DERIVATIVE WARRANT LIABILITIES

The remaining outstanding warrants and terms as of September 30, 2018 and December 31, 2017 after the split is as follows: (*)

Issuance date	Outstanding as of December 31, 2017		Outstanding as of September 30, 2018		Exercise Price		Exercisable as of September 30, 2018		Exercisable Through

Series A (2013)		3,895		3,895	$	2,885		3,895	October 2018
Series A (2013)		183		183	$	2,725		183	April 2023
Series A (2015)		683		683	$	1,363		683	April 2020
Series A (2016) (a)		625		-	$	-		-	March 2018
Series B (2016) (a)		2,770		2,770	$	40		2,770	March 2022

	(*)	December 31, 2017 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018
	a)	These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. As such anti-dilution price protection does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of our warrant liability at September 30, 2018 and December 31, 2017, was approximately $5 and $28, respectively.

As quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs in the valuation of its derivative warrant liabilities (level 3 measurement).

The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement.

In March 2017, an institutional holder executed a cashless exercise of 51 warrants and 24 shares of Common Stock were issued in connection therewith.

The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2018 and December 31, 2017:

	Series A (2011)		Series A (2013)		Series A (2013)		Series A (2015)		Series A (2016)			Series B (2016)			Total
Balances at December 31, 2017	$	-	$	-	$	-	$	-	$	(*	)	$	28		$	28
Exercised		-		-		-		-		-			-			-
expiration		-		-		-		-		(*	)		-			(*	)
Changes in fair value		-		-		-		-		-			(23	)		(23	)
Balances at September 30, 2018	$	-	$	-	$	-	$	-	$	-		$	5		$	5

(*)

Less than 1

The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2018 and December 31, 2017:

	As of September 30, 2018				As of December 31, 2017
	Series A (2016)		Series B (2016)		Series A (2016)		Series B (2016)
Share price		—	$	7.52	$	15.1	$	15.1
Exercise price		—	$	40.07	$	40.07	$	40.07
Expected volatility		—		84.9%		60%		119%
Risk-free interest		—		2.39%		1.24%		1.89%
Dividend yield		—		—		—		—
Expected life of up to (years)		—		3.50		0.25		4.25

Activity in such liabilities measured on a recurring basis is as follows:

	Derivative Warrant Liabilities
As of December 31, 2017	$	28
Revaluation of warrants		(23)
As of September 30, 2018	$	5

	Derivative Warrant Liabilities
As of December 31, 2016	$	313
Revaluation of warrants		(285)
Exercise warrants		(*)
As of December 31, 2017	$	28

(*)

Less than 1

In accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of the Company which are classified as level 3 financial instruments. The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk-free rate. A 5.0% decrease or ‘increase in volatility would not have materially changed the value of the warrants. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through September 30, 2018 in the total amount of approximately $1,310 and, in return, Microbot Israel is obligated to pay royalties amounting to 3% of its future sales up to the amount of the grant. The grant is 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.

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 partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3%) and on sublicense income as detailed in the agreement.

Lease Agreements

In December 2016, the Company entered into car lease agreements, which will end on December 31, 2019. According to the lease agreement, the monthly car lease payment is approximately $2.5.

In January 2018, the Company entered into an office lease agreement in the U.S., with a term ending on December 31, 2021. According to the lease agreement, the monthly office lease payment is approximately $4.

In May 2017, the Company entered into an office lease agreement IN Israel effective from February 1, 2018, with a term ending on December 31, 2020. According to the lease agreement, the monthly office lease payment is approximately $14.

Compensation Liability

The Company incurred compensation commitments of approximately $400 to a former executive that management estimates as remote that this amount will ever be paid out and therefore is not reflected in these consolidated financial statements.

Contract Research Agreement

On January 27, 2017, the Company entered into a Contract Research Agreement (the “Research Agreement”) with The Washington University (“Washington U.”), pursuant to which the parties are collaborating to determine the effectiveness of the Company’s self-cleaning shunt.

The study in Washington U. includes several phases. The first phase (initial research) was completed. The parties are in the final stage of planning the next phase, including the related various costs. Pursuant to the Research Agreement, all rights, title and interest in the data, information and results obtained or arrived at by Washington U. in the performance of its services under the Research Agreement, as well as any patentable inventions obtained or arrived at in the performance of such services, will be jointly owned by the Company and Washington U., and each will have full right to practice and grant licenses in joint inventions. Additionally, Washington U. granted to the Company: (a) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to use and practice patentable inventions (other than joint inventions and improvements to Washington U.’s animal models) obtained or arrived at by Washington U. in the provision of its services under the Research Agreement (“University Inventions”) with respect to the self-cleaning shunt; and (b) an exclusive option to obtain an exclusive worldwide license in University Inventions, on terms to be negotiated between the parties.

Litigation

The Company is named as the defendant in a lawsuit, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, pending in the Supreme Court of the State of New York, County of New York. 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 June 8, 2017 equity financing of the Company (the “Financing”), of which the Plaintiffs participated. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $3,375 purchase price with respect to the Financing, and damages in an amount to be determined at trial, but alleged to exceed $1 million. On August 3, 2018, both Plaintiffs and the Company filed motions for summary judgment. On September 27, 2018, the Court heard oral argument on the parties’ respective summary judgment motions. After oral argument, the Court denied Plaintiffs’ motion in its entirety from the bench. On September 28, 2018, the Court issued a decision granting the Company’s motion for summary judgment regarding Plaintiffs’ claim for monetary damages and denying the Company’s motion for summary judgment on Plaintiffs’ claim for rescission, finding that there were material questions of fact that would need to be resolved at trial. A trial date has not been set.

Management is unable to assess the likelihood of the claim and the amount of potential damages, if any, to be awarded. Management believes that the claims made against it are without merit and intends to vigorously defend itself against these claims.

Tolling and Standstill Agreement

On April 4, 2018, the Company entered into a Tolling and Standstill Agreement (the “Tolling Agreement”) with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the Financing (the “Other Investors”). Pursuant to the Tolling Agreement, among other things, (a) the Other Investors agree not to bring any claims against the Company arising out of the Matter, (b) the parties agree that if the Company reaches an agreement to settle the claims asserted by the Sabby Funds in the above suit, the Company will provide the same settlement terms on a pro rata basis to the Other Investors, and the Other Investors will either accept same or waive all of their claims and (c) the parties froze in time the rights and privileges of each party as of the effective date of the Tolling Agreement, until (i) an agreement to settle the suit is executed; (ii) a judgment in the suit is obtained; or (iii) the suit is otherwise dismissed with prejudice.

Agreement with CardioSert Ltd.

On January 4, 2018, Microbot Israel entered into an agreement with CardioSert Ltd. (“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 has 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.

On April 10, 2018, Microbot delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot elected to exercise the option to acquire the Technology owned by CardioSert and therefore made an additional cash payment of $250 and 6,738 (100,000 common shares before the Reverse Split) common shares estimated of $74. (see note 5).

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. 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 NIS 40,000 covering up to 60 consulting hours per month.

Agreement with Simon Sharon

Effective as of April 1, 2018, the Company hired Simon Sharon to replace its former Vice President of R&D. Pursuant to the terms thereof, among other things, Mr. Sharon is entitled to options to purchase 10,000 shares (150,000 shares before the Reverse Split) of the Company’s common stock, subject and pursuant to the Company’s 2017 Equity Incentive Plan.

Share Capital

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Share Capital

NOTE 5 - SHARE CAPITAL

Each share of the Series A Convertible Preferred Stock, par value $0.01 per share, issued by the Company in December 2016 and in May 2017 (the “Series A Convertible Preferred Stock”), is convertible, at the option of the holder, into 67 shares of Common Stock (1,000 shares of Common Stock before the Reverse Split), and confer upon the holder dividend rights on an as converted basis.

Exercise of Warrants

On March 2017, an institutional holder exercised, in a cashless transaction, 52 warrants (768 warrants before the Reverse Split) and 24 shares (359 shares before the Reverse Split) of Common Stock were issued in connection therewith.

Share Capital Developments

The authorized capital stock consists of 221,000,000 shares of capital stock, which consists of 220,000,000 shares of Common Stock and 1,000,000 shares of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of March 31, 2018, the Company had 2,837,863 shares (42,120,127 shares before the Reverse Split) of Common Stock issued and outstanding, and 2,464 shares of Series A Convertible Preferred Stock issued and outstanding.

On December 27, 2016, the Company exchanged 655,962 shares (9,735,925 shares before the Reverse Split) or rights to acquire shares of its Common Stock, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock.

On January 5, 2017, the Company entered into a definitive securities purchase agreement with an institutional investor (the “Purchaser”) for the purchase and sale of an aggregate of 47,163 shares (700,000 shares before the Reverse Split) of Common Stock in a registered direct offering for $74 per share ($5.00 per share before the Reverse Split) or gross proceeds of $3,500. The Company paid the placement agent a fee of $210 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses.

On June 5, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Investors”) providing for the issuance and sale by the Company to the Investors of an aggregate of 252,658 shares (3,750,000 shares before the Reverse Split) of Common Stock, at a purchase price per share of $40 ($2.70 before the Reverse Split). The gross proceeds to the Company was $10,125 before deducting placement agent fees and offering expenses of $922.

Employee Stock Option Grant

In September 2014, Microbot Israel’s board of directors approved a grant of 26,906 stock options (403,592 stock options before the Reverse Split) (77,846 stock options as retroactively adjusted to reflect the Merger) to its CEO, through MEDX Venture Group LLC. Each option was exercisable into an ordinary share, at an exercise price of $12 ($0.8 before the Reverse Split) ($4.2 as retroactively adjusted to reflect the Merger). The stock options were fully vested at the date of grant.

On May 2, 2016, Microbot Israel’s board of directors approved a grant of 33,333 stock options (500,000 stock options before the Reverse Split) (96,482 as retroactively adjusted to reflect the Merger) to certain of its employees and directors. Each stock option was exercisable into an ordinary share, NIS 0.001 par value, of Microbot Israel, at an exercise price equal to the ordinary share’s par value. The stock options were fully vested at the date of grant. As a result, the Company recognized compensation expenses in the amount of $675 included in general and administrative expenses. As the exercise price of the stock options is nominal, Microbot Israel estimated the fair value of the options as equal to the Company’s share price of $20.25 ($1.35 before the Reverse Split) ($7.05 as retroactively adjusted to reflect the Merger) at the date of grant.

On September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of Common Stock to directors, officers and employees of the Company and to other individuals.

On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 120,848 shares (1,812,712 shares before the Reverse Split) of Common Stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3-5 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $460 and $0 included in general and administrative expenses for the nine months ended September 30, 2018 and 2017 respectively.

On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 72,508 shares (1,087,627 shares before the Reverse Split) of Common Stock to Mr. Hezi Himelfarb, the company’s General Manager, COO and a member of the Board, at an exercise price per share of $19.35 ($1.29 before the Reverse Split). The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options vest for period of 3 years starting from the grand date As a result, the Company recognized compensation expenses in the amount of $329 and $0 included in general and administrative expenses for the nine months ended September 30, 2018 and 2017 respectively.

On December 6, 2017, the board of directors approved a grant of 12,698 stock options (190,475 stock options before the Reverse Split) to purchase an aggregate of up to 12,698 shares of Common Stock to certain of its directors, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $55 and $0 included in general and administrative expenses for the nine months ended September 30, 2018 and 2017 respectively.

On December 28, 2017, the board of directors approved a grant of 66,036 stock options (990,543 stock options before the Reverse Split) to purchase an aggregate of up to 66,036 shares of Common Stock to certain of its employees, at an exercise price per share of $15.3 ($1.02 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $273 and $0 included in general and administrative expenses and research and development expenses for the nine months ended September 30, 2018 and 2017 respectively.

On November 2017, certain employees and consultant exercised 31,453 options (471,794 options before the Reverse Split) to 31,453 ordinary shares at exercise price of 0.001 NIS.

In February 2018, an employee exercised options to purchase 2,487 shares (37,300 shares of common stock before the Reverse Split) at an exercise price of $0.001 per share

On August 13, 2018, the board of directors approved a grant of stock options to purchase an aggregate of up to 10,000 shares (150,000 shares before the Reverse Split) of Common Stock to Mr. Simon Sharon, the company’s CTO, at an exercise price per share of $9 ($0.6 before the Reverse Split). The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options vest for period of 3 years starting from the grand date As a result, the Company recognized compensation expenses in the amount of $22 and $0 included in general and administrative expenses for the nine months ended September 30, 2018 and 2017 respectively.

A summary of the Company’s option activity related to options to employees and directors, and related information is as follows:

	For the nine months ended September 30, 2018
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value

Outstanding at beginning of period		414,965	$	11.70	$	1,859
Granted		10,000		9		-
Exercised		(2,487)		-		-
Cancelled		-		-		-
Outstanding at end of period		422,478	$	11.70	$	729
Vested and expected-to-vest at end of period		228,758	$	7.80	$	729

	*For the year ended December 31, 2017()**
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value
Outstanding at beginning of period		174,328	$	1.95	$	3,739
Granted		272,090		16.50		-
Exercised		(31,453)		-		-
Cancelled		-		-		-
Outstanding at end of period		414,965	$	11.70	$	1,859
Vested and expected-to-vest at end of period		142,875	$	1.95	$	1,375

(*)	December 31, 2017 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

The aggregate intrinsic value in the table above represents the total intrinsic value (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 September 30, 2018 and December 31, 2017 respectively.

The stock options outstanding as of September 30, 2018 and December 31, 2017, separated by exercise prices, are as follows:

Exercise price $		Stock options outstanding as of September 30, 2018		Stock options outstanding as of December 31, 2017()**		Weighted average remaining contractual life – years as of September 30, 2018		Weighted average remaining contractual life – years as of December 31, 2017()**		Stock options exercisable as of September 30, 2018		Stock options exercisable as of December 31, 2017()**

	4.20		77,846		77,846		7.25		8.00		77,846		77,846
	15.75		133,546		133,546		9.00		9.75		46,117		-
	9.00		10,000		-		10.00		-		-		-
	19.35		72,508		72,508		9.00		9.75		23,565		-
	15.30		66,036		66,036		9.25		10.00		18,688		-
	(*)		62,542		65,029		8.00		8.75		62,542		65,029
			422,478		414,965		8.55		9.3		228,758		142,875

	(*)	Less than $0.01.
	(**)	December 31, 2017 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the nine-month ended September 30, 2018 and 2017 was $ 1,139 and $196, respectively.

The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions:

	Nine months ended September 30, 2018		Year ended December 31, 2017
Expected volatility		99.4%		122.5%
Risk-free interest		2.39%		1.64%
Dividend yield		0%		0%
Expected life of up to (years)		5.24		6.25

Shares issued to service provider

In connection with the Merger, the Company issued an aggregate of 525,706 restricted shares (7,802,639 restricted shares before the Reverse Split) of its Common Stock to certain advisors. The fair value of the award of approximately $10,000 was estimated based on the share price of the Common Stock of $19.2 ($1.28 before the Reverse Split) as of the date of grant. The portion of the expense in excess of the cash and other current assets acquired in the Merger, in the amount of $7,300 was included in general and administrative expenses in the Statements of Comprehensive Loss.

During 2017, the Company issued an aggregate of 8,085 nonrefundable shares (120,000 nonrefundable shares before the Reverse Split) of Common Stock to a consultant as part of investor relations services. The Company recorded expenses of approximately $225 with respect to the issuance of these shares included in general and administrative expenses

On May 24, 2018 the Company issued an aggregate of 6,738 nonrefundable shares (100,000 nonrefundable shares before the Reverse Split) of Common Stock to CardioSert as part of certain patent acquisition. The Company recorded expenses of approximately $74 with respect to the issuance of these shares included in research and development expenses.

Securities Exchange Agreement with Alpha Capital

On December 16, 2016, the Company entered into a Securities Exchange Agreement with Alpha Capital, pursuant to which Alpha Capital exchanged 655,967 shares (9,736,000 shares before the Reverse Split) of common stock or rights to acquire shares of the common stock held by it, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”). The common stock and common stock underlying the rights to acquire common stock include all of the shares of common stock issued or issuable to Alpha Capital pursuant to the Merger. The 655,967 shares (9,735,925 shares before the Reverse Split) of common stock and the rights to acquire common stock were cancelled and the Company’s issued and outstanding shares of Common Stock were reduced to 1,786,684 (26,518,315 before the Reverse Split).

On May 9, 2017, the Company entered into a Securities Exchange Agreement with Alpha Capital pursuant to which the Company agreed to issue 3,254 shares of the Series A Convertible Preferred Stock, in exchange for the full satisfaction, termination and cancellation of the outstanding 6% convertible promissory note of the Company in the principal amount of approximately $2,029 issued on November 28, 2016 and held by Alpha Capital. The Series A Convertible Preferred Stock is the same series of securities as the Company’s existing Series A Convertible Preferred Stock issued in December 2016. As a result of the extinguishment of the convertible note and issuance of the preferred shares, the Company recorded a financial loss in the amount of $2,360.

During the year 2017, the holder of the Series A Convertible Preferred Stock converted 8,990 shares of the Series A Convertible Preferred Stock for 605,705 shares (8,990,000 shares before the Reverse Split) of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock.

For the nine-month ended September 30, 2018, the holder of the Series A Convertible Preferred Stock converted 3,451 shares of the Series A Convertible Preferred Stock for 232,151 shares (3,445,266 shares before the Reverse Split) of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock.

Repurchase of Shares

The Company intends to enter into a definitive agreement with up to three Israeli shareholders, one of which is a director of the Company, that were former shareholders of Microbot Israel, pursuant to which the Company would repurchase, at a discount on the fair value of the share at the date of repurchase, up to $500 of Common Stock held by them, in the aggregate, if and to the extent such shareholders are unable to sell enough of their shares to cover certain of their Israeli tax liabilities resulting from the Merger. Such repurchase(s), if any, would occur only after the two-year anniversary of the Merger. The transaction is subject to negotiating final terms and entering into definitive agreements with such shareholders.

The Company evaluated whether an embedded derivative that requires bifurcation exists within such shares that may be subject to repurchase. The Company concluded the fair value of such derivative instrument would be nominal and, in any case, would represent an asset to the Company as (a) the settlement requires acquiring the shares at a discount on the fair market value of the share at the time of repurchase and in no circumstances the acquisition price will be higher than approximately one dollar per share (representing 25% discount on the fair market value of the share at the merger closing date) and (b) it is assumed that the selling shareholders would use such right as last resort as such repurchase at a discount on the fair market value of such shares results in a loss to be incurred by the selling shareholders.

In accordance with ASC 480-10-S99-3A (formerly EITF D-98), the Company classified the maximum amount it may be required to pay in the event the repurchase right is exercised ($500) as temporary equity.

Basic and Diluted Net Loss Per Share

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Share

NOTE 6 - BASIC AND DILUTED NET LOSS PER SHARE

The basic and diluted net loss per share and weighted average number of common shares used in the calculation of basic and diluted net loss per share are as follows (in thousands, except share and per share data):

	Nine months ended September 30,
	2018		*2017()**
Net loss attributable to shareholders of the Company	$	(5,111)	$	(6,002)
Net loss attributable to shareholders of preferred shares		(226)		(1,442)
Net loss used in the calculation of basic net loss per share	$	(4,885)	$	(4,560)
Net loss per share	$	(1.69)	$	(2.25)
Weighted average number of common shares		2,876,020		2,061,331

(*)

September 30, 2017 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

As the inclusion of common share equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2018
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	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-month period ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements.
Recent Accounting Standards	Recent Accounting Standards In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of this standard did not have a material impact on our interim consolidated statements of comprehensive loss since the Company has not yet generated revenues to date. In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments 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. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for the Company during the first quarter of 2019. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. In July 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements - Leases (Topic 842).” This update provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented. If elected, an entity would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 4) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity.

Derivative Warrant Liabilities (Tables)

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Warrants Liabilities

The remaining outstanding warrants and terms as of September 30, 2018 and December 31, 2017 after the split is as follows: (*)

Issuance date	Outstanding as of December 31, 2017		Outstanding as of September 30, 2018		Exercise Price		Exercisable as of September 30, 2018		Exercisable Through

Series A (2013)		3,895		3,895	$	2,885		3,895	October 2018
Series A (2013)		183		183	$	2,725		183	April 2023
Series A (2015)		683		683	$	1,363		683	April 2020
Series A (2016) (a)		625		-	$	-		-	March 2018
Series B (2016) (a)		2,770		2,770	$	40		2,770	March 2022

	(*)	December 31, 2017 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018
	a)	These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. As such anti-dilution price protection does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of our warrant liability at September 30, 2018 and December 31, 2017, was approximately $5 and $28, respectively.

Schedule of Valuation of Derivative Warrant Liabilities

The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2018 and December 31, 2017:

	Series A (2011)		Series A (2013)		Series A (2013)		Series A (2015)		Series A (2016)			Series B (2016)			Total
Balances at December 31, 2017	$	-	$	-	$	-	$	-	$	(*	)	$	28		$	28
Exercised		-		-		-		-		-			-			-
expiration		-		-		-		-		(*	)		-			(*	)
Changes in fair value		-		-		-		-		-			(23	)		(23	)
Balances at September 30, 2018	$	-	$	-	$	-	$	-	$	-		$	5		$	5

(*)

Less than 1

Schedule of Fair Value Assumption

The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2018 and December 31, 2017:

	As of September 30, 2018				As of December 31, 2017
	Series A (2016)		Series B (2016)		Series A (2016)		Series B (2016)
Share price		—	$	7.52	$	15.1	$	15.1
Exercise price		—	$	40.07	$	40.07	$	40.07
Expected volatility		—		84.9%		60%		119%
Risk-free interest		—		2.39%		1.24%		1.89%
Dividend yield		—		—		—		—
Expected life of up to (years)		—		3.50		0.25		4.25

Schedule of Liabilities Measured on a Recurring Basis

Activity in such liabilities measured on a recurring basis is as follows:

	Derivative Warrant Liabilities
As of December 31, 2017	$	28
Revaluation of warrants		(23)
As of September 30, 2018	$	5

	Derivative Warrant Liabilities
As of December 31, 2016	$	313
Revaluation of warrants		(285)
Exercise warrants		(*)
As of December 31, 2017	$	28

(*)

Less than 1

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Share Capital (Tables)

9 Months Ended

Sep. 30, 2018

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:

	For the nine months ended September 30, 2018
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value

Outstanding at beginning of period		414,965	$	11.70	$	1,859
Granted		10,000		9		-
Exercised		(2,487)		-		-
Cancelled		-		-		-
Outstanding at end of period		422,478	$	11.70	$	729
Vested and expected-to-vest at end of period		228,758	$	7.80	$	729

	*For the year ended December 31, 2017()**
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value
Outstanding at beginning of period		174,328	$	1.95	$	3,739
Granted		272,090		16.50		-
Exercised		(31,453)		-		-
Cancelled		-		-		-
Outstanding at end of period		414,965	$	11.70	$	1,859
Vested and expected-to-vest at end of period		142,875	$	1.95	$	1,375

(*)	December 31, 2017 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

Schedule of Stock Options Outstanding

The stock options outstanding as of September 30, 2018 and December 31, 2017, separated by exercise prices, are as follows:

Exercise price $		Stock options outstanding as of September 30, 2018		Stock options outstanding as of December 31, 2017()**		Weighted average remaining contractual life – years as of September 30, 2018		Weighted average remaining contractual life – years as of December 31, 2017()**		Stock options exercisable as of September 30, 2018		Stock options exercisable as of December 31, 2017()**

	4.20		77,846		77,846		7.25		8.00		77,846		77,846
	15.75		133,546		133,546		9.00		9.75		46,117		-
	9.00		10,000		-		10.00		-		-		-
	19.35		72,508		72,508		9.00		9.75		23,565		-
	15.30		66,036		66,036		9.25		10.00		18,688		-
	(*)		62,542		65,029		8.00		8.75		62,542		65,029
			422,478		414,965		8.55		9.3		228,758		142,875

	(*)	Less than $0.01.
	(**)	December 31, 2017 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

Schedule of Stock Options Valuation Assumptions

The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions:

	Nine months ended September 30, 2018		Year ended December 31, 2017
Expected volatility		99.4%		122.5%
Risk-free interest		2.39%		1.64%
Dividend yield		0%		0%
Expected life of up to (years)		5.24		6.25

Basic and Diluted Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

	Nine months ended September 30,
	2018		*2017()**
Net loss attributable to shareholders of the Company	$	(5,111)	$	(6,002)
Net loss attributable to shareholders of preferred shares		(226)		(1,442)
Net loss used in the calculation of basic net loss per share	$	(4,885)	$	(4,560)
Net loss per share	$	(1.69)	$	(2.25)
Weighted average number of common shares		2,876,020		2,061,331

(*)

September 30, 2017 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018.

General (Details Narrative) - USD ($) $ in Thousands	Sep. 04, 2018	Sep. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalent		$ 6,673	$ 10,787
Reverse stock split	1:15 reverse stock split

Derivative Warrant Liabilities (Details Narrative)	9 Months Ended
Derivative Warrant Liabilities (Details Narrative)	Sep. 30, 2018	Mar. 31, 2017 shares
Warrant calculation description	The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk-free rate. A 5.0% decrease or 'increase in volatility would not have materially changed the value of the warrants. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates.
Measurement Input Price Volatility [Member]
Fair value assumption rate	0.050
Measurement Input Risk Free Interest Rate [Member]
Fair value assumption rate	0.050
Warrant [Member]
Cashless exercise warrants		51
Common Stock [Member]
Cashless exercise warrants		24

Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) - $ / shares

9 Months Ended

Sep. 30, 2018

Dec. 31, 2017

^[1]

3,895

^[1]

$ 2,885

^[1]

3,895

^[1]

October 2018

^[1]

183

^[1]

$ 2,725

^[1]

183

^[1]

April 2023

Series A (2015) [Member]

^[1]

683

^[1]

$ 1,363

^[1]

683

^[1]

April 2020

Series A (2016) [Member]

^[1],[2]

625

^[1],[2]

^[1],[2]

^[1],[2]

March 2018

Series B (2016) [Member]

^[1],[2]

2,770

^[1],[2]

$ 40

^[1],[2]

2,770

^[1],[2]

March 2022

[1]

December 31, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.

[2]

These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. As such anti-dilution price protection does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of our warrant liability at September 30, 2018 and December 31, 2017, was approximately $5 and $28, respectively.

Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands	Sep. 04, 2018	Sep. 30, 2018	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Reverse stock split	1:15 reverse stock split
Estimated fair value of warrant liability		$ 5	$ 28

Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2018

Sep. 30, 2017

$ 28

^[1]

(23)

$ (274)

Series A (2011) [Member]

Series A (2015) [Member]

Series A (2016) [Member]

^[1]

^[1]

Series B (2016) [Member]

(23)

Derivative Instruments and Hedging Activities Disclosure [Abstract]

$ 5

[1]	Less than 1

Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2018 $ / shares	Dec. 31, 2017 $ / shares
Series A (2016) [Member]
Share price		$ 15.1
Series A (2016) [Member] \| Measurement Input, Exercise Price [Member]
Fair value assumption, price		$ 0.07
Series A (2016) [Member] \| Measurement Input, Price Volatility [Member]
Fair value assumption, percentage		0.60
Series A (2016) [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair value assumption, percentage		0.0124
Series A (2016) [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair value assumption, percentage
Series A (2016) [Member] \| Measurement Input, Expected Term [Member]
Fair value assumption expected life of up to (years)	0 years	2 months 30 days
Series B (2016) [Member]
Share price	$ 7.52	$ 15.1
Series B (2016) [Member] \| Measurement Input, Exercise Price [Member]
Fair value assumption, price	$ 0.07	$ 0.07
Series B (2016) [Member] \| Measurement Input, Price Volatility [Member]
Fair value assumption, percentage	0.849	1.19
Series B (2016) [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair value assumption, percentage	0.0239	0.0189
Series B (2016) [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair value assumption, percentage
Series B (2016) [Member] \| Measurement Input, Expected Term [Member]
Fair value assumption expected life of up to (years)	3 years 6 months	4 years 2 months 30 days

Derivative Warrant Liabilities - Schedule of Liabilities Measured on a Recurring Basis (Details) - USD ($)
$ in Thousands

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

Beginning balance

$ 28

$ 313

Revaluation of warrants

(23)

(285)

Exercise warrants

^[1]

Ending balance

$ 5

$ 28

[1]	Less than 1

Commitments and Contingencies (Details Narrative) - USD ($)						1 Months Ended				9 Months Ended
	May 24, 2018	Apr. 10, 2018	Apr. 02, 2018	Jan. 04, 2018	Jun. 08, 2017	Jan. 31, 2018	May 31, 2017	Dec. 31, 2016	Dec. 31, 2012	Sep. 30, 2018
NIS [Member]
Monthly consultation fee				$ 40,000,000
CardioSert Ltd [Member]
Initial payment		$ 250,000		$ 50,000
Number of common shares acquired	6,738	6,738
Number of common shares acquired, value		$ 74,000
Buy back amount per patent				$ 1.00
CardioSert Ltd [Member] \| Before Reverse Split [Member]
Number of common shares acquired	100,000	100,000
Former Executive [Member]
Compensation commitments										$ 400,000
Car Lease Agreements [Member]
Lease term								Dec. 31, 2019
Monthly lease payment								$ 2,500
Officer Lease Agreement [Member]
Lease term						Dec. 31, 2021	Dec. 31, 2020
Monthly lease payment						$ 4,000	$ 14,000
Securities Purchase Agreement [Member]
Purchase price of Plaintiffs					$ 3,375,000
Loss contingency, damages sought					$ 1,000,000
Minimum [Member] \| CardioSert Ltd [Member]
Investments				$ 2,000,000
Technician Research And Development Foundation Limited [Member] \| Minimum [Member]
Royalties payable as percentage of future sales									1.50%
Technician Research And Development Foundation Limited [Member] \| Maximum [Member]
Royalties payable as percentage of future sales									3.00%
Vice President of R&D [Member] \| 2017 Equity Incentive Plan [Member]
Number of options to purchase common stock			10,000
Vice President of R&D [Member] \| Before Reverse Split [Member] \| 2017 Equity Incentive Plan [Member]
Number of options to purchase common stock			150,000
Israeli Innovation Authority [Member] \| 2013 Through September 30, 2018 [Member]
Total grants obtained										$ 1,310,000
Royalties payable as percentage of future sales										3.00%

Share Capital (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

9 Months Ended

12 Months Ended

Aug. 13, 2018

May 24, 2018

Apr. 10, 2018

Feb. 28, 2018

Dec. 28, 2017

Dec. 06, 2017

Sep. 14, 2017

Jun. 05, 2017

May 09, 2017

Jan. 05, 2017

Dec. 27, 2016

Dec. 16, 2016

May 02, 2016

Nov. 30, 2017

May 31, 2017

Sep. 30, 2014

Sep. 30, 2018

Sep. 30, 2017

Dec. 31, 2017

Dec. 31, 2016

Mar. 31, 2018

Mar. 31, 2017

Common stock, shares authorized

$ 0.01

Authorized capital stock

221,000,000

220,000,000

Preferred stock, shares authorized

$ 0.01

1,000,000

Common stock, shares issued, including temporary equity

2,837,863

Common stock, shares outstanding, including temporary equity

2,837,863

Preferred stock, shares issued

550

4,001

Preferred stock, shares outstanding

550

4,001

Proceeds from issuance of shares

$ 12,704

10,000

272,090

^[1]

$ 9

$ 16.50

^[1]

$ 1,139

196

Loss on extinguishment of convertible note

2,364

Repurchase of common stock

$ 500

Fair market value percentage

25.00%

Temporary equity value

$ 500

Microbot Israel [Member] | General and Administrative Expense [Member]

Number of common shares issued for acquisition

675

CardioSert Ltd [Member]

6,738

CardioSert Ltd [Member] | Research and Development Expense [Member]

$ 74

Alpha Capital [Member]

$ 0.01

Designated preferred stock

655,967

9,736

Common stock shares issued and outstanding reduced during the period

655,967

1,786,684

Purchaser [Member]

Number of common stock shares sold during the period

47,163

Proceeds from issuance of shares

$ 74

$ 3,500

Placement agent fee

$ 210

Investor [Member]

Number of common stock shares sold during the period

252,658

Proceeds from issuance of shares

$ 40

$ 10,125

Placement agent fee

$ 922

Board of Directors [Member]

12,698

$ 15.75

Board of Directors [Member] | General and Administrative Expense [Member]

3 years

Board of Directors [Member] | NIS [Member]

Board of Directors [Member] | Microbot Israel [Member]

$ 0.001

Number of stock option granted as adjustment of reflect merger

33,333

26,906

96,482

77,846

Stock option merger retroactively adjusted exercise price per share

$ 20.25

$ 12

$ 7.05

$ 4.2

Harel Gadot [Member]

120,848

Harel Gadot [Member] | Minimum [Member]

$ 15.75

Harel Gadot [Member] | Maximum [Member]

3 years

Harel Gadot [Member] | General and Administrative Expense [Member]

5 years

460

Hezi Himelfarb [Member]

72,508

$ 19.35

Hezi Himelfarb [Member] | General and Administrative Expense [Member]

3 years

329

Employees [Member]

$ 0.001

66,036

$ 15.3

3 years

Employees [Member] | General and Administrative Expense [Member]

2,487

Employees and Consultant [Member]

273

Employees and Consultant [Member] | NIS [Member]

31,453

Mr. Simon Sharon [Member]

$ 0.001

10,000

$ 9

Mr. Simon Sharon [Member] | General and Administrative Expense [Member]

3 years

Advisors [Member] | Restricted Stock [Member]

$ 22

$ 0

$ 19.2

Number of shares issued for services, value

525,706

$ 10,000

Advisors [Member] | General and Administrative Expense [Member] | Restricted Stock [Member]

$ 7,300

Consultant [Member]

$ 225

8,085

Warrant [Member]

Series A Convertible Preferred Stock [Member]

Preferred stock, shares issued

3,451

8,990

2,464

Preferred stock, shares outstanding

2,464

Common Stock [Member]

^[2]

232,151

605,705

655,962

^[2]

2,487

31,787

Common Stock [Member] | Directors [Member]

^[2]

299,815

Common Stock [Member] | Employees [Member]

12,698

Before Reverse Split [Member]

66,036

Common stock, shares issued, including temporary equity

42,120,127

Common stock, shares outstanding, including temporary equity

42,120,127

Before Reverse Split [Member] | CardioSert Ltd [Member]

Number of common shares issued for acquisition

100,000

Before Reverse Split [Member] | Alpha Capital [Member]

9,736,000

Common stock shares issued and outstanding reduced during the period

9,735,925

26,518,315

Before Reverse Split [Member] | Purchaser [Member]

Number of common stock shares sold during the period

700,000

Before Reverse Split [Member] | Investor [Member]

$ 5.00

Number of common stock shares sold during the period

3,750,000

Before Reverse Split [Member] | Board of Directors [Member]

$ 2.70

190,475

Before Reverse Split [Member] | Board of Directors [Member] | Microbot Israel [Member]

$ 1.05

500,000

403,592

Before Reverse Split [Member] | Harel Gadot [Member]

$ 1.35

$ 0.8

1,812,712

Before Reverse Split [Member] | Hezi Himelfarb [Member]

$ 1.05

1,087,627

Before Reverse Split [Member] | Employees [Member]

$ 1.29

990,543

$ 1.02

Before Reverse Split [Member] | Employees and Consultant [Member]

37,300

Before Reverse Split [Member] | Mr. Simon Sharon [Member]

471,794

150,000

Before Reverse Split [Member] | Advisors [Member] | Restricted Stock [Member]

$ 0.6

$ 1.28

Before Reverse Split [Member] | Consultant [Member]

7,802,639

Before Reverse Split [Member] | Warrant [Member]

120,000

Before Reverse Split [Member] | Common Stock [Member]

768

8,990,000

Series A Convertible Preferred Stock [Member]

9,735,925

$ 0.01

Designated preferred stock

232,151

9,736

Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]

Loan bears interest rate

6.00%

Debt maturity date

Nov. 28, 2016

Debt instrument face amount

$ 2,029

Series A Convertible Preferred Stock [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member]

Loss on extinguishment of convertible note

3,254

$ 2,360

Series A Convertible Preferred Stock [Member] | Before Reverse Split [Member]

1,000

3,445,266

1,000

Common Stock [Member]

Common Stock [Member] | Before Reverse Split [Member]

Number of Stock Options Outstanding, Outstanding at Beginning Balance

359

[1]	December 31, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.
[2]	December 31, 2017 and 2016 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.

Share Capital - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

Equity [Abstract]

^[1]

414,965

174,328

Number of Stock Options Outstanding, Granted

10,000

272,090

^[1]

Number of Stock Options Outstanding, Exercised

(2,487)

(31,453)

^[1]

Number of Stock Options Outstanding, Cancelled

^[1]

Number of Stock Options Outstanding, Outstanding at Ending Balance

422,478

414,965

^[1]

Number of Stock Options Outstanding, Vested and expected-to-vest at end of period

228,758

142,875

^[1]

Weighted Average Exercise Price, Outstanding at Beginning Balance

^[1]

$ 11.70

$ 1.95

Weighted Average Exercise Price, Granted

16.50

^[1]

Weighted Average Exercise Price, Exercised

^[1]

Weighted Average Exercise Price, Cancelled

^[1]

Weighted Average Exercise Price, Outstanding at Ending Balance

11.70

^[1]

Weighted Average Exercise Price, Vested and expected-to-vest at end of period

$ 7.80

$ 1.95

^[1]

Aggregate intrinsic value, Stock Options Outstanding at Beginning period

^[1]

$ 1,859

$ 3,739

Aggregate intrinsic value, Stock Options Outstanding at End period

729

1,859

^[1]

Aggregate intrinsic value, Vested and expected-to-vest at end of period

$ 729

$ 1,375

^[1]

[1]	December 31, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on September 4, 2018.

Share Capital - Summary of Stock Option Activity (Details) (Parenthetical)	Sep. 04, 2018
Equity [Abstract]
Reverse stock split	1:15 reverse stock split

Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

422,478

414,965

^[1]

8 years 6 months 18 days

9 years 3 months 19 days

^[1]

Exercise Price One [Member]

228,758

142,875

^[1]

$ 4.20

77,846

^[1]

7 years 2 months 30 days

8 years

^[1]

Exercise Price Two [Member]

77,846

^[1]

$ 15.75

133,546

^[1]

9 years

9 years 9 months

^[1]

Exercise Price Three [Member]

46,117

^[1]

$ 9.00

10,000

^[1]

10 years

0 years

^[1]

Exercise Price Four [Member]

^[1]

$ 19.35

72,508

^[1]

9 years

9 years 9 months

^[1]

Exercise Price Five [Member]

23,565

^[1]

$ 15.30

66,036

^[1]

9 years 2 months 30 days

10 years

^[1]

Exercise Price Six [Member]

18,688

^[1]

^[2]

62,542

65,029

^[1]

8 years

8 years 9 months

^[1]