Proxy Statement (definitive) (def 14a) (2023)

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

SCHEDULE14A

ProxyStatement Pursuant To Section 14(a) of the Securities Exchange Actof 1934

Filedby the Registrant ☒

Filedby a Party other than the Registrant ☐

Checkthe appropriate box:

Paymentof Filing Fee (Check all boxes that apply):

MICROBOTMEDICAL INC.

25Recreation Park Drive, Unit 108

Hingham,MA 02043

NOTICEOF ANNUAL MEETING OF SHAREHOLDERS

TOBE HELD ON SEPTEMBER 21, 2022

DearShareholders:

NOTICEIS HEREBY GIVEN, that the 2022 Annual Meeting of Shareholders (the“Annual Meeting”) of Microbot Medical Inc. (the “Company”) will beheld at 11:00 A.M., Eastern Time on September 21, 2022 at theoffices of the Company, located at 25 Recreation Park Drive, Unit108, Hingham, MA 02043. At the Annual Meeting, you will be asked tovote on:

TheBoard of Directors has fixed the close of business on July 25, 2022as the record date for determining shareholders who are entitled toreceive notice of, and to vote at, the Annual Meeting or anyadjournment or postponement thereof.

Yourvote is important to us. Whether or not you intend to be present atthe meeting, please sign and date the enclosed proxy card andreturn it in the enclosed envelope. Returning a proxy will notdeprive you of your right to attend the Annual Meeting and voteyour shares in person.

Theforegoing items of business are more fully described in theaccompanying proxy statement.

ByOrder of the Board of Directors,

HarelGadot

Chairman,President and Chief Executive Officer

Dated:August 8, 2022

Hingham,Massachusetts

MICROBOTMEDICAL INC.

25Recreation Park Drive, Unit 108

Hingham,MA 02043

PROXYSTATEMENT

2022ANNUAL MEETING OF SHAREHOLDERS

August8, 2022

Thisproxy statement and the accompanying proxy card is furnished inconnection with the solicitation by the Board of Directors (the“Board”) of Microbot Medical Inc., a Delaware corporation (the“Company”), of proxies for use at the 2022 Annual Meeting ofShareholders (the “Annual Meeting”) to be held at the offices ofthe Company, located at 25 Recreation Park Drive, Unit 108,Hingham, MA 02043, at 11:00 A.M., Eastern Time, on September 21,2022, or at any adjournment or postponement thereof, for thepurposes set forth in this proxy statement and the accompanyingNotice of Annual Meeting of Shareholders.

TheCompany is making available to you over the Internet or deliveringpaper copies of this proxy statement, a proxy card and theCompany’s 2022 Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 (the “Annual Report”), in connection with theAnnual Meeting. The Company is using the rules of the Securitiesand Exchange Commission (“SEC”) that allow companies to furnishtheir proxy materials over the Internet. As a result, the Companyis mailing to many of its stockholders a notice about the Internetavailability of the proxy materials instead of a paper copy of theproxy materials. All stockholders receiving the notice will havethe ability to access the proxy materials over the Internet, aswell as to request a paper copy by mail or via email, free ofcharge, by following the instructions in the notice. The noticeabout the Internet availability of the proxy materials is firstbeing mailed on or about August 9, 2022 to all shareholders of theCompany entitled to vote at the Annual Meeting (the“Shareholders”).

TheCompany will bear the cost of solicitation of proxies. Directors,officers and employees of the Company may solicit proxies bytelephone, email, facsimile, in person or otherwise for noadditional compensation. The Company will pay the entire costs ofsuch solicitation as well as the costs of printing and filing thisproxy statement and proxy card. The Company will reimburse banks,brokerage firms, proxy solicitors, and other custodians, nomineesand fiduciaries for reasonable expenses incurred by them in sendingproxy materials to the beneficial owners of shares.

TheBoard of Directors has fixed the close of business on July 25,2022, as the record date for determining stockholders entitled tonotice of, and to vote at, the Annual Meeting or at anypostponement or adjournment thereof. There were 7,108,133 shares ofour common stock, $.01 par value, outstanding on July 25, 2022,each of which is entitled to one vote for each share on the mattersto be voted upon.

Stockholdersare being asked to vote on two proposals at the Company’s 2022Annual Meeting. The proposals to be voted on and relatedrecommendations from the Board of Directors are asfollows:

Inthe election of directors, which is Proposal Number 1, you may vote“FOR” both of the nominees or your vote may be “WITHHELD” withrespect to one or both of the nominees. For Proposal Number 2, youmay vote “FOR,” vote “AGAINST” or “ABSTAIN.” If you “ABSTAIN” as toProposal Number 2, the abstention will have no effect.

Sharesof our common stock represented by proxies in the form enclosedthat are properly executed and returned to us and not revoked willbe voted as specified in the proxy by the stockholder. In theabsence of contrary instructions, or in instances where nospecifications are made, the shares will be voted:

Anystockholder signing and delivering a proxy may revoke it at anytime before it is voted by delivering to the Company’s corporatesecretary a written revocation or a duly executed proxy bearing adate later than the date of the proxy being revoked. Anystockholder attending the Annual Meeting in person may revoke his,her or its proxy and vote his, her or its shares at the AnnualMeeting.

How to vote shares at our 2022 Annual Meeting.

Votingat the Annual Meeting. All Company stockholders are invited toattend the Annual Meeting in person. Any stockholder that attendsthe meeting in person may deliver a completed proxy card in personor vote by completing a ballot, which will be available at themeeting. However, each stockholder intending to vote in person atthe Annual Meeting should note that if his, her or its shares areheld in the name of a bank, broker or other nominee, suchstockholder must obtain a legal proxy, executed in his, her or itsfavor, from the holder of record to be able to vote at the AnnualMeeting. Stockholders should allow enough time prior to the AnnualMeeting to obtain this proxy from the holder of record, ifneeded.

Whetheryou hold shares directly as a registered stockholder of record orbeneficially in street name, you may vote without attending theAnnual Meeting. You may vote by granting a proxy or, for sharesheld in street name, by submitting voting instructions to yourbroker or nominee. In most cases, you will be able to do this bytelephone, by using the Internet or by mail. Please refer to thesummary instructions included with proxy materials and on yourproxy card. For shares held in street name, the voting instructioncard will be included in the materials forwarded by the broker ornominee. If you have telephone or Internet access, you may submityour proxy by following the instructions with your proxy materialsand on your proxy card. You may submit your proxy by mail bysigning your proxy card or, for shares held in street name, byfollowing the voting instructions with your proxy materials and onyour proxy card. You may submit your proxy by mail by signing yourproxy card or, for shares held in street name, by following thevoting instruction card included in the materials forwarded by yourstockbroker or nominee and mailing it in the enclosed, postage paidenvelope. If you provide specific voting instructions, your shareswill be voted as you have instructed.

Theshares voted electronically or represented by the proxy cardsreceived, properly marked, dated, signed and not revoked, will bevoted at the Annual Meeting.

Quorum, Required Votes and Method of Tabulation

Consistentwith Delaware law and the Company’s amended and restated by-laws, amajority of the votes entitled to be cast on a particular matter,present in person or represented by proxy, constitutes a quorum asto such matter. Proxies received but marked as “ABSTAIN” or“WITHHOLD”, if any, and broker non-votes (described below), ifapplicable, will be included in the calculation of the number ofshares considered to be present at the Annual Meeting for quorumpurposes. If a quorum is not present, we will be required toreconvene the Annual Meeting at a later date. The Company willappoint one or more election inspectors for the meeting to countvotes cast by proxy or in person at the Annual Meeting.

Ifyou hold shares beneficially in street name and do not provide yourbroker or nominee with voting instructions, your shares mayconstitute “broker non-votes.” Generally, broker non-votes occur ona matter when a broker is not permitted to vote on that matterwithout instructions from the beneficial owner and instructionshave not been given. If you hold shares beneficially in street nameand do not vote your shares, your broker or nominee can vote yourshares at its discretion on Proposal Number 2. In tabulating thevoting result for any proposal for which the required vote is basedon the number of shares present, shares that constitute brokernon-votes are not considered entitled to vote on that proposal.However, for proposals for which the required vote is based on thenumber of shares of common stock issued and outstanding, brokernon-votes have the same effect as a vote “AGAINST” theproposal.

What Vote is Required to Approve Each Item?

Electionof directors by stockholders, which is Proposal Number 1, will bedetermined by a plurality of the votes cast by the stockholdersentitled to vote at the election that are either present in personor represented by proxy. Consequently, any shares not voted at theannual meeting, whether due to abstentions, broker non-votes orotherwise, will have no impact on the election ofdirectors.

ForProposal Number 2, the affirmative “FOR” vote is required by theholders of a majority of the votes cast by the stockholdersentitled to vote at the Annual Meeting in person or by proxy andvoting. Abstentions and broker non-votes will have no effect on theoutcome of this proposal as they are not considered to be “votescast” for purposes of this proposal.

Managementdoes not know of any matters to be presented at this year’s AnnualMeeting other than those set forth in this proxy statement and inthe notice accompanying this proxy statement. Stockholders willhave no appraisal rights under Delaware law with respect to any ofthe matters expected to be voted on at the Annual Meeting. If othermatters should properly come before the meeting, the proxy holderswill vote such matters in their discretion. Any stockholder has theright to revoke his, her or its proxy at any time until it isvoted.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT

Thefollowing table shows the number of shares of our common stockbeneficially owned, as of August 5, 2022, by (i) each of ourdirectors and director nominees, (ii) each of our named executiveofficers, (iii) all of our current directors and executive officersas a group, and (iv) all those known by us to be a beneficial ownerof more than 5% of the Company’s common stock. In general,“beneficial ownership” refers to shares that an individual orentity has the power to vote or dispose of, and any rights toacquire common stock that are currently exercisable or will becomeexercisable within 60 days of August 5, 2022. We calculatedpercentage ownership in accordance with the rules of the SEC. thepercentage of common stock beneficially owned is based on 7,108,133shares outstanding as of August 5, 2022. In addition, sharesissuable pursuant to options or other convertible securities thatmay be acquired within 60 days of August 5, 2022 are deemed to beissued and outstanding and have been treated as outstanding incalculating and determining the beneficial ownership and percentageownership of those persons possessing those securities, but not forany other persons.

Thistable is based on information supplied by each director, officerand principal stockholder of the Company. Except as indicated infootnotes to this table, the Company believes that the stockholdersnamed in this table have sole voting and investment power withrespect to all shares of Common Stock shown to be beneficiallyowned by them, based on information provided by such stockholders.Unless otherwise indicated, the address for each director,executive officer and 5% or greater stockholders of the Companylisted is: c/o Microbot Medical Inc., 25 Recreation Park Drive,Unit 108, Hingham, MA 02043.

BOARDOF DIRECTORS

General

Wecurrently have seven directors serving on our Board. The followingtable lists the names, ages and positions of the individuals whoserve as directors of the Company, as of August 5, 2022:

Becausewe have a classified Board, with each of our directors serving astaggered three-year term, only our Class I Directors are standingfor election at our 2022 Annual Meeting. The following table showsthe current composition of the three classes of ourBoard:

ClassI Directors (terms scheduled to expire in 2022):

ClassII Directors (term scheduled to expire in 2023):

ClassIII Directors (term scheduled to expire in 2024):

The independent members of our Board, as determined by the Board inaccordance with the existing Nasdaq Listing rules, are Messrs.Bornstein, Burell, Madden, Laxminarain and Wenderow, and Ms.Stockburger.

The Board held approximately seven regular and special meetingsduring the fiscal year ended December 31, 2021 and acted byunanimous written consent four times. Each of our then-directorsattended all such meetings of the Board, except on three occasionswhen one director was absent and one occasion when two directorswere absent. While we encourage our directors to attend theCompany’s annual shareholder meeting, we do not have a policyrequiring that they do so. All of our then-directors attended inperson or by telephone the Company’s 2021 annual stockholdermeeting.

Board Diversity Matrix

Thematrix below reflects our Board’s gender and racial characteristicsand LGBTQ+ status, based on the self-identification of ourdirectors. Each of the categories listed below has the meaning asit is used in Nasdaq Rule 5605(f).

Committees of the Board of Directors

Presently,the Board has three standing committees — the Audit Committee, theCompensation and Stock Option Committee (the “CompensationCommittee”), and the Corporate Governance and Nominating Committee(the “Corporate Governance Committee”). All members of the AuditCommittee, the Compensation Committee, and the Corporate GovernanceCommittee are, and are required by the charters of the respectivecommittees to be, independent as determined under Nasdaq Listingrules.

AuditCommittee

TheAudit Committee is composed of Messrs. Burell, Madden andBornstein. Each of the members of the Audit Committee isindependent, and the Board has determined that Mr. Burell is an“audit committee financial expert,” as defined in SEC rules. TheAudit Committee acts pursuant to a written charter which isavailable through our website at www.microbotmedical.com. The AuditCommittee held four meetings during the fiscal year ended December31, 2021 and acted by unanimous written consent onetime.

Theprimary function of the Audit Committee is to assist the Board ofDirectors in fulfilling its oversight responsibilities. The AuditCommittee does this primarily by reviewing the Company’s financialreports and other financial information as well as the Company’ssystems of internal controls regarding finance, accounting, legalcompliance, and ethics that management and the Board of Directorshave established. The Audit Committee also assesses the Company’sauditing, accounting and financial processes more generally. TheAudit Committee recommends to the Board of Directors theappointment of a firm of independent auditors to audit thefinancial statements of the Company and meets with such personnelof the Company to review the scope and the results of the annualaudit, the amount of audit fees, the company’s internal accountingcontrols, the Company’s financial statements contained in thisproxy statement, and other related matters.

CompensationCommittee

TheCompensation Committee is composed of Messrs. Madden (Chairman) andBornstein and Ms.Stockburger. Each of the members of theCompensation Committee is independent. The Compensation Committeeacts pursuant to a written charter which is available through ourwebsite at www.microbotmedical.com. The Compensation Committee heldfour meetings during the fiscal year ended December 31, 2021 andacted by unanimous written consent one time.

TheCompensation Committee acts pursuant to a written charter. TheCompensation Committee makes recommendations to the Board ofDirectors and management concerning salaries in general, determinesexecutive compensation and approves incentive compensation foremployees and consultants.

CorporateGovernance Committee

TheCorporate Governance Committee is composed of Messrs. Laxminarain,Burell and Wenderow. Each of the members of the CorporateGovernance Committee is independent. The Corporate GovernanceCommittee acts pursuant to a written charter which is availablethrough our website at www.microbotmedical.com. The CorporateGovernance Committee acted by unanimous written consent one timeduring the fiscal year ended December 31, 2021.

TheCorporate Governance Committee oversees nominations to the Boardand considers the experience, ability and character of potentialnominees to serve as directors, as well as particular skills orknowledge that may be desirable in light of the Company’s positionat any time. From time to time, the Corporate Governance Committeemay engage the services of a paid search firm to help the CorporateGovernance Committee identify potential nominees to the Board. TheCorporate Governance Committee and Board seek to nominate andappoint candidates to the Board who have significant businessexperience, technical expertise or personal attributes, or acombination of these, sufficient to suggest, in the Board’sjudgment, that the candidate would have the ability to help directthe affairs of the Company and enhance the Board as a whole. TheCorporate Governance Committee may identify potential candidatesthrough any reliable means available, including recommendations ofpast or current members of the Board from their knowledge of theindustry and of the Company. The Corporate Governance Committeealso considers past service on the Board or on the board ofdirectors of other publicly traded or technology focused companies.The Corporate Governance Committee has not adopted a formulaicapproach to evaluating potential nominees to the Board; it does nothave a formal policy concerning diversity, for example. Rather, theCorporate Governance Committee weighs and considers the experience,expertise, intellect, and judgment of potential nomineesirrespective of their race, gender, age, religion, or otherpersonal characteristics. The Corporate Governance Committee maylook for nominees that can bring new skill sets or diverse businessperspectives. Potential candidates recommended by security holderswill be considered as provided in the company’s “Policy RegardingShareholder Candidates for Nomination as a Director,” which setsforth the procedures and conditions for such recommendations. Thispolicy is available through our website atwww.microbotmedical.com.

Themembers of the Corporate Governance Committee have approved thenomination of the Class I directors standing for election orreelection, as the case may be, at our 2022 AnnualMeeting.

Director Oversight and Qualifications

Whilemanagement is responsible for the day-to-day management of therisks the company faces, the Board, as a whole and through itscommittees, has responsibility for the oversight of riskmanagement. An important part of risk management is not onlyunderstanding the risks facing the company and what stepsmanagement is taking to manage those risks, but also understandingwhat level of risk is appropriate for the company. In support ofthis oversight function, the Board receives regular reports fromour Chief Executive Officer and members of senior management onoperational, financial, legal, and regulatory issues and risks. TheAudit Committee additionally is charged under its charter withoversight of financial risk, including the company’s internalcontrols, and it receives regular reports from management, thecompany’s internal auditors and the company’s independent auditors.The chairman of the Board and independent members of the Board worktogether to provide strong, independent oversight of the company’smanagement and affairs through its standing committees and, whennecessary, special meetings of directors.

We believe each of our directors brings valuable skills,experience, judgment, and perspectives to our company. The Boardtook the following qualifications into consideration, among otherthings, when nominating or appointing our currentdirectors:

HarelGadot, became President, Chief Executive Officer and Chairmanof the Company’s Board following the consummation of the merger ofC&RD Israel Ltd, a wholly owned subsidiary of the Company, withand into Microbot Medical Ltd. (“Microbot Israel”), with MicrobotIsrael surviving as a wholly owned subsidiary of the Company (the“Merger”). Mr. Gadot is a co-founder of Microbot Israel and hasserved as Microbot Israel’s Chief Executive Officer since MicrobotIsrael was founded in November 2010. He has been the Chairman ofMicrobot Israel’s board of directors since July 2014. He alsoserves as the Executive Chairman and President of XACT RoboticsLtd., an Israel-based private company seeking to develop a novelplatform technology for robotic needle steering in minimallyinvasive interventional procedures such as biopsies and ablations,since August 2013 and MEDX Xelerator L.P., a medical device anddigital health Israeli incubator, since July 2016. From December2007 to April 2010 Mr. Gadot was a Worldwide Group MarketingDirector at Ethicon Inc., a Johnson and Johnson Company, where hewas responsible for the global strategic marketing of the Company.Mr. Gadot also held management positions, as well as leadingregional strategic position for Europe, Middle-East and Africa, aswell as In Israel, while at Johnson and Johnson. Mr. Gadot servedas director for ConTIPI Ltd. from August 2010 until November 2013when ConTIPI Ltd. was acquired by Kimberly-Clark Corporation. Mr.Gadot holds a B.Sc. in Business from Siena College, Loudonville NY,and an M.B.A. from the University of Manchester, UK. The Companybelieves that Mr. Gadot is qualified to serve as Chairman of theBoard and as President and Chief Executive Officer of the Companydue to his extensive experience in strategic marketing and generalmanagement in the medical device industry.

YosephBornstein, became a director of the Company following theMerger. Mr. Bornstein is a co-founder of Microbot Israel and hasbeen a member of the Board of Directors since Microbot Israel wasfounded in November 2010. Mr. Bornstein founded Shizim Ltd., a lifescience holding group in October 2000 and has served as itspresident since then. Mr. Bornstein is the Chairman of GCP ClinicalStudies Ltd., a provider of clinical research services andeducational programs in Israel since January 2002. He is theChairman of Biotis Ltd., a service company for thebio-pharmaceutical industry, since June 2000. In addition, he isthe Chairman of Dolphin Medical Ltd., which supplies the medicaldevice industry, since April 2012, and the Chairman of ASISEnterprises B.B.G. Ltd., a business development company focusing oncreating business ties between Israeli and Japanese entities, sinceAugust 2007. Mr. Bornstein is a co-founder and director of XACTRobotics, which is developing a novel platform technology forrobotic needle steering in minimally invasive interventionalprocedures. In October 1992, Mr. Bornstein founded Pharmateam Ltd.,an Israeli company that specialized in representing internationalpharmaceutical companies which was sold in 2000. Mr. Bornstein isalso a founder of a number of other privately held life-sciencecompanies. Mr. Bornstein served as the Biotechnology CommitteeChairman of the Unites States-Israel Science & TechnologyCommission (the “USISTC”) from September 2002 to February 2005 aswell as a consultant for USISTC from September 2002 to February2005. He is also the founder of ILSI-Israel Life Science IndustryOrganization (who was integrated into IATI) and ITTN-Israel TechTransfer Organization. He founded in July 2014 ShizimXL Ltd., aninternational medical device innovation center, and founded inJanuary 2020 ShizimVS Ltd., a digital health innovation center. Mr.Bornstein was nominated in August 2021 to be an external directorin Can-fit BioPharma Ltd. (Nasdaq:CANF). The Company believes thatMr. Bornstein is qualified to serve as a member of the Board due tohis extensive experience in, and knowledge of, the life sciencesindustry and international business.

ScottR. Burell, became a director of the Company following theMerger. Since August 1, 2018, Mr. Burell has been the ChiefFinancial Officer and Secretary of AIVITA Biomedical, Inc., anIrvine California-based immuno-oncology company focused on theadvancement of commercial and clinical-stage programs utilizingcurative and regenerative medicines. From November 2006 until itssale to Invitae Corp. (NYSE: NVTA) in November 2017, he was theChief Financial Officer, Secretary and Treasurer of CombiMatrixCorporation (NASDAQ: CBMX), a family health-focused clinicalmolecular diagnostic laboratory specializing in pre-implantationgenetic screening, prenatal diagnosis, miscarriage analysis, andpediatric developmental disorders. He successfully led thesplit-off of CombiMatrix in 2007 from its former parent, has ledseveral successful public and private debt and equity financingtransactions as well as CombiMatrix’s reorganization in 2010. Priorto this, Mr. Burell had served as CombiMatrix’s Vice President ofFinance since November 2001 and as its Controller from February2001 to November 2001. From May 1999 to first joining CombiMatrixin February 2001, Mr. Burell was the Controller for NetworkCommerce, Inc. (NASDAQ: SPNW), a publicly traded technology andinformation infrastructure company located in Seattle. Prior tothis, Mr. Burell spent nine years with Arthur Andersen’s Audit andBusiness Advisory practice in Seattle. During his tenure in publicaccounting, Mr. Burell worked with many clients, both public andprivate, in the high-tech and healthcare markets, and was involvedin numerous public offerings, spin-offs, mergers and acquisitions.Mr. Burell obtained his Washington state CPA license in 1992 and isa certified public accountant (currently inactive). He holdsBachelor of Science degrees in Accounting and Business Finance fromCentral Washington University. The Company believes Mr. Burell’squalifications to serve on the Board include his experience as anexecutive of a public life sciences company and knowledge offinancial accounting in the medical technology field.

MartinMadden, has been a director of the Company since February 6,2017. Mr. Madden has held various positions at Johnson &Johnson and its affiliates from 1986 to January 2017, most recentlyas Vice President, Research & Development of DePuy Synthes, aJohnson & Johnson Company, from February 2016 to January 2017.Prior to that, from July 2015 to February 2016, Mr. Madden was theVice President, New Product Development of Johnson & JohnsonMedical Devices. From January 2012 to July 2015, Mr. Madden was theVice President, Research & Development of Johnson &Johnson’s Global Surgery Group. During his thirty-year tenure withJohnson & Johnson’s Medical Device organization, he was aninnovator and research leader for nearly every medical devicebusiness including Cardiology, Electrophysiology, PeripheralVascular Surgery, General and Colorectal Surgery, Aesthetics,Orthopaedics, Sports Medicine, Spine, and Trauma. As an executiveof Johnson & Johnson, Mr. Madden served on the managementboards of Johnson & Johnson’s Global Surgery Group, Ethicon,Ethicon Endo-Surgery, DePuy-Synthes, and Cordis, withresponsibility for research and development – inclusive of organicand licensed/acquired technology. He was also Chairman of J&J’sMedical Device Research Council, with responsibility for talentstrategy and technology acceleration. Mr. Madden serves on theBoard of Directors of Novocure (NASDAQ: NVCR), a global oncologycompany, and is an advisor to numerous medical device start-ups.Mr. Madden holds a MBA from Columbia University, a M.S. fromCarnegie Mellon University in Mechanical Engineering, and a B.S.from the University of Dayton in Mechanical Engineering. TheCompany believes that Mr. Madden is qualified to serve as a memberof the Board due to his extensive experience in research anddevelopment, portfolio planning, technology assessment andassimilation, and project management and budgeting.

PrattipatiLaxminarain, has been a director of the Company since December6, 2017. From April 2006 through October 2017, Mr. Laxminarainserved as Worldwide President at Codman Neuro, a globalneurosurgery and neurovascular company that offers a portfolio ofdevices for hydrocephalus management, neuro intensive care andcranial surgery and other technologies, and which was part of DePuySynthes Companies of Johnson & Johnson. Mr. Laxminarain iscurrently the CEO of Deinde Medical Corporation, and is a BoardMember of Oculogica Inc., Millar Inc., and GT Medical Inc. He has adegree in Mechanical Engineering from Osmania University,Hyderabad, India and an MBA from Indian Institute of Management.The Company believes that Mr. Laxminarain is qualified as a Boardmember of the Company because of his extensive experience workingwith medical device companies and knowledge of the industries inwhich the Company intends to compete.

AileenStockburger was appointed by the Board on March 26, 2020 tofill a vacancy on the Board and to serve as a Class II director ofthe Company, with a term commencing on April 1, 2020. SinceFebruary 2018, Ms. Stockburger has provided M&A consulting andadvisory services through Aileen Stockburger LLC. Prior to that,from 1989 through January 2018, Ms. Stockburger held variouspositions in Johnson & Johnson, most recently as VicePresident, Worldwide Business Development & Strategic Planningfor the DePuy Synthes Group of Johnson & Johnson, and as amember of its Worldwide Board and Group Operating Committee, from2010-2018. In that role, she oversaw the group’s merger andacquisition activities, including deal structuring, negotiations,contract design and review, and deal terms. Before joining Johnson& Johnson, Ms. Stockburger spent several years atPriceWaterhouseCoopers, and earned her CPA certification. She isalso a Non-Executive Director of Next Science Limited (ASX: NXS), amedical technology company headquartered in Sydney, Australia, witha primary focus in the development and continued commercializationof its proprietary technology to reduce the impact of biofilm basedinfections in human health. She also serve on the Audit Committeeand the People, Culture and Remuneration Committee of the Board ofDirectors of Next Science Limited. Ms. Stockburger received her MBAand BS from The Wharton School, University of Pennsylvania. TheCompany believes that Ms. Stockburger is qualified as a Boardmember of the Company because of her extensive experience instrategizing, managing and closing sizable, complex worldwidemergers and acquisitions, licensing agreements and divestitures, aswell as her expertise in business development, strategic planningand finance.

TalWenderow was appointed by the Board on July 29, 2020 to fill avacancy on the Board and to serve as a Class I director of theCompany, with a term commencing on August 1, 2020. Since September2021, Mr. Wenderow serves as the Venture Partner at GenesisMedTech, a global medical device company. Previously, from February2019, Mr. Wenderow served as the President and CEO of VocalisHealth Inc., an AI healthtech company pioneering the development ofvocal biomarkers. Previously, Mr. Wenderow co-founded CorindusVascular Robotics in 2002, which was a New York StockExchange-listed company upon its acquisition by SiemensHealthineers in 2019. Mr. Wenderow held various positions atCorindus from founder, Chief Executive Officer and director atinception, Executive Vice President Product & BusinessDevelopment to his most recent role as Executive Vice President ofInternational & Business Development. Mr. Wenderow received aB.Sc. in Mechanical Engineering at the Technion – Israel Instituteof Technology, Haifa, Israel. The Company believes that Mr.Wenderow is qualified as a Board member of the Company because ofhis extensive knowledge of the medical robotics space with specificfocus on interventional procedures, as well as his medical devicesstart up experience.

Executive Officers

Followingare the name, age and other information for our executive officers,as of March 29, 2022. All company officers have been appointed toserve until their successors are elected and qualified or untiltheir earlier resignation or removal. Information regarding HarelGadot, our Chairman, President and Chief Executive Officer, is setforth above under “Board of Directors.”

RachelVaknin, became the Company’s Chief Financial Officer as ofApril 1, 2022. Ms. Vaknin hasbeen the Vice President-Finance, of the Company since January 2022.Prior to that, she was the Chief Financial Officer of Imagry, anIsraeli-American autonomous technologies software provider, fromSeptember 2017 through December 2021. From April 2004 throughDecember 2016, Ms. Vaknin was the FP&A Department Manager atMellanox Technologies Ltd., an Israeli-American multinationalsupplier of computer networking products acquired by Nvidia in2020, where she was responsible, among other things, for budgetplanning, budget control, building and maintaining businessintelligence key performance indicators, leading teams with respectto preparing quarterly financial statements, obtaining and managinggrant monies, and Sarbanes-Oxley controls.

SimonSharon, has served as the Company’s Chief Technology Officersince April 2018 and as the General Manager of Microbot Israelsince April 2021. From August 2016 to March 2018, Mr. Sharon servedas the Chief Technology Officer at MEDX Xelerator, an Israel-basedmedical device and digital health incubator. He is also a directorof XACT Robotics Ltd., a private Israeli company developing a novelplatform robotic technology for needle steering in minimallyinvasive interventional procedures. Mr. Harel Gadot, the Company’sPresident, CEO and Chairman, is the Chairman of each of XACT andMEDX Xelerator. Prior to this, Mr. Sharon held the position ofChief Operating Officer at Microbot Israel before it became apublicly traded company from February 2013 to August 2016. Prior tojoining Microbot Israel, Mr. Sharon was the Vice President ofResearch & Development with IceCure Medical, a TASE tradedcompany developing a portfolio of cryogenic ablation systems. Priorto IceCure, he held roles of increasing responsibility at RockwellAutomation–Anorad Israel Ltd., a leading linear motor-based,precision positioning equipment manufacturer. Prior to Rockwell,Mr. Sharon was the Research & Development Manager atDisc-O-Tech Medical Technologies Ltd., a private orthopedic venturethat was acquired by Kyphon (currently part of Medtronic), andbefore this was the Research & Development Manager at CISystems, a worldwide supplier of a wide range of electro-opticaltest and measurement equipment.

EyalMorag, has served as the Company’s Chief Medical Officer(“CMO”) since May 2020. As CMO, Dr. Morag leads the development andexecution of the clinical strategy of the Company, including itscurrent development of the SCS and LIBERTY products as well as itsfuture pipeline. Dr. Morag is a member of the Company’s ScientificAdvisory Board since November 1, 2017. Dr. Morag is certified bythe American Board of Radiology, and from March 2017 through May2020 has been the Chairman of Radiology at Assuta Ashdod MedicalCenter, Ashdod, Israel. Previously, from July 2014 through March2017, he was the senior Radiologist at URG Teleradiology LLC, thelargest provider of subspecialty radiology and teleradiologyservices in New Jersey. He is a graduate of Boston UniversitySchool of Medicine and completed both his Radiology residency andFellowship in Cardiovascular & Interventional Radiology at theBeth Israel Deaconess Medical Center & Harvard Medical School.Following his clinical training, Dr. Morag then joined a privatepractice in western Massachusetts, where he served as Chief ofRadiology at Holyoke Medical Center for several years. He has alsoserved as the Regional Radiology Director at Mercy Health PartnersHospitals in Toledo, Ohio, and was a member of the UniversityRadiology Group where he headed the International Investmentefforts for the Ventures division. Dr. Morag’s internationalexperience developing and establishing radiology-related businessesincludes teleradiology, interventional Radiology services, andfree-standing imaging centers. During his fellowship, Dr. Moragco-founded InTek Technology, a medical device startup company.Later he founded Global Versa Radiology (“GVR”), an Israeli andU.S. based teleradiology company. GVR has established imagingcenters in Russia and Ukraine and provided teleradiology servicesin countries outside the U.S. and Israel. Dr. Morag served as GVR’sChief Medical Officer and Vice-President. He continues to beinvolved in several startup companies ranging from AI to medicaldevices. Dr. Morag is also a member of the Advisory Board of MEDXXelerator, a medical device and digital health incubator, of whichMr. Gadot is Chairman.

Section 16(a) Reports

Section16(a) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) requires our executive officers, directors, andpersons who own more than 10% of a registered class of our equitysecurities, to file with the SEC reports of ownership of oursecurities and changes in reported ownership. Executive officers,directors and greater than 10% beneficial owners are required bySEC rules to furnish us with copies of all Section 16(a) reportsthey file. Based solely on a review of the copies of such formsfurnished to us, or written representations from the reportingpersons that no Form 5 was required, we believe that, during thefiscal year ended December 31, 2021, with the exception of oneuntimely Form 4 (detailing a single transaction) for each ofMessrs. Bornstein, Burell, Madden, Laxminarain and Wenderow and Ms.Stockburger, all Section 16(a) filing requirements applicable toour officers, directors and greater than 10% beneficial owners havebeen met.

Code of Business Conduct and Ethics

Wehave adopted a Code of Ethics and Conduct that applies to all ofour directors, officers, employees, and consultants. A copy of ourcode of ethics is posted on our website at www.microbotmedical.com.We intend to disclose any substantive amendment or waivers to thiscode on our website. There were no substantive amendments orwaivers to this code in 2021.

Legal Proceedings Involving Directors

Therewere no legal proceedings involving the nominees to theBoard.

EXECUTIVECOMPENSATION

SummaryCompensation Table

The following table sets forth information regarding each elementof compensation that was paid or awarded to the named executiveofficers of the Company for the periods indicated.

OutstandingEquity Awards at Fiscal Year-End

Thefollowing table presents the outstanding equity awards held by eachof the named executive officers as of the end of the fiscal yearended December 31, 2021.

ExecutiveEmployment Agreements

Harel Gadot Employment Agreement

TheCompany entered into an employment agreement (the “GadotAgreement”) with Harel Gadot on November 28, 2016, to serve as theCompany’s Chairman of the Board of Directors and Chief ExecutiveOfficer, on an indefinite basis subject to the terminationprovisions described in the Agreement. The Gadot Agreement wasamended most recently on January 26, 2022. Mr. Gadot’s annual basesalary for 2021 was $500,000, and has been increased to $515,000for 2022. The salary is reviewed on an annual basis by theCompensation Committee of the Company to determine potentialincreases taking into account such performance metrics and criteriaas established by Mr. Gadot and the Company.

Effectiveas of January 1, 2020, Mr. Gadot shall also be entitled to receivea target annual cash bonus of up to a maximum amount of 60% of basesalary, which maximum amount was paid for the 2021 fiscalyear.

Mr.Gadot shall be further entitled to a monthly automobile allowanceand tax gross up on such allowance of $1,150, and shall be grantedoptions to purchase shares of common stock of the Companyrepresenting 5% of the issued and outstanding shares of theCompany, based on vesting and other terms to be determined by theCompensation Committee of the Board of Directors.

Inthe event Mr. Gadot’s employment is terminated as a result ofdeath, Mr. Gadot’s estate would be entitled to receive any earnedannual salary, bonus, reimbursement of business expenses andaccrued vacation, if any, that is unpaid up to the date of Mr.Gadot’s death.

Inthe event Mr. Gadot’s employment is terminated as a result ofdisability, Mr. Gadot would be entitled to receive any earnedannual salary, bonus, reimbursement of business expenses andaccrued vacation, if any, incurred up to the date oftermination.

Inthe event Mr. Gadot’s employment is terminated by the Company forcause, Mr. Gadot would be entitled to receive any compensation thendue and payable incurred up to the date of termination.

Inthe event Mr. Gadot’s employment is terminated by the Companywithout cause, he would be entitled to receive (i) any earnedannual salary; (ii) 12 months’ pay and full benefits, (iii) a prorata bonus equal to the maximum target bonus for that calendaryear; (iv) the dollar value of unused and accrued vacation days;and (v) applicable premiums (inclusive of premiums for Mr. Gadot’sdependents) pursuant to the Consolidated Omnibus BudgetReconciliation Act of 1986, as amended, for twelve (12) months fromthe date of termination for any benefits plan sponsored by theCompany. In addition, 100% of any unvested portion of his stockoptions shall immediately vest and become exercisable.

Theagreement contains customary non-competition and non-solicitationprovisions pursuant to which Mr. Gadot agrees not to compete andsolicit with the Company. Mr. Gadot also agreed to customary termsregarding confidentiality and ownership of intellectualproperty.

Rachel Vaknin Employment Agreement

TheCompany entered into an employment agreement (the “Agreement”),dated November 22, 2021, with Ms. Vaknin, to serve as the Company’sVice President of Finance, on an indefinite basis subject to thetermination provisions described in the Agreement. There were nochanges or revisions to the Agreement as a result of Ms. Vaknin’selevation and promotion to Chief Financial Officer.

Pursuantto the terms of the Agreement, Ms. Vaknin receives a base salary ofNIS32,000 per month plus “global compensation” of NIS8,000 permonth for overtime. Ms. Vaknin is also entitled to receive anannual cash bonus of up to 20% of annual salary, contingent onmeeting targets as shall be determined from time to time by theCompany at its sole discretion.

Ms.Vaknin shall be further entitled to reimbursement of commutingexpenses in the amount of NIS1,000 per month or, alternatively, aleased motor vehicle. In the event Ms. Vaknin elects to receive themotor vehicle, her base salary shall be adjusted to NIS29,600 permonth and her global compensation shall be reduced to NIS7,400 permonth.

Ms.Vaknin was initially granted options in January 2022 to purchase20,000 shares of common stock of the Company.

Pursuantto the Agreement, the Company pays to an insurance company or apension fund, for Ms. Vaknin, an amount equal to 8.33% of thesalary, which shall be allocated to a fund for severance pay, andan additional amount equal to 6.5% of the salary, which shall beallocated to a provident fund or pension plan. The Company alsopays an additional sum for disability insurance to insure Ms.Vaknin for up to 75% of the salary, and 7.5% of each monthlypayment to be allocated to a “study fund.”

Eitherthe Company or Ms. Vaknin may terminate the Agreement without cause(as determined pursuant to the Agreement) by providing the otherparty with sixty days prior written notice.

TheCompany may terminate the Agreement for cause at any time bywritten notice without any advance notice.

TheAgreement contains customary non-competition and non-solicitprovisions pursuant to which Ms. Vaknin agrees not to compete with,or solicit third parties with respect to business activitiesrelating to, the Company. Ms. Vaknin also agreed to customary termsregarding confidentiality and ownership of intellectualproperty.

David Ben Naim Services Agreement

Weentered into a services agreement (the “Services Agreement”) withDBN Finance Services effective October 31, 2016, to provideoutsourced CFO services. Pursuant to the terms of the ServicesAgreement, DBN Finance Services will provide its servicesexclusively through Mr. David Ben Naim, who will serve as theprincipal financial and accounting officer of Microbot Israel andthe Company. Mr. Ben Naim’s engagement will continue on anindefinite basis subject to the termination provisions described inthe Agreement.

Pursuantto the Agreement, the Company shall pay the Service Provider afixed fee of NIS 22,000, or the equivalent of approximately $7,097per month based on an exchange rate of $.32 for NIS1.0, plus VATper month, and the Company shall reimburse DBN Finance Services forreasonable and customary out of pocket expenses incurred by it orMr. Ben Naim connection with the performance of the duties underthe Services Agreement. In addition, the Company shall maintain forthe benefit of Mr. Ben Naim, a Directors and Officers insurancepolicy, according to the Company’s policy for other directors andofficers of the Company.

Boththe Company and DBN Finance Services shall have the right toterminate the Agreement for any reason or without reason at anytime by furnishing the other party with a 30-day notice oftermination. The Company shall further be entitled to terminate theServices Agreement for “cause” without notice, in which caseneither DBN Finance Services nor Mr. Ben Naim shall be entitled toany compensation due to such early termination.

DBNFinance Services and Mr. Ben Naim agreed to customary provisionsregarding confidentiality and intellectual property ownership. TheServices Agreement also contains customary non-competition andnon-solicitation provisions pursuant to which DBN Finance Servicesand Mr. Ben Naim agree not to compete and solicit with the Companyduring the term of the Agreement and for a period of twelve monthsfollowing the termination of the Agreement.

OnApril 1, 2022, Mr. Ben Naim resigned from his position as ChiefFinancial Officer and the Services Agreement terminated. Thenon-competition and non-solicitation provisions of the ServicesAgreement survived the termination of the ServicesAgreement.

Simon Sharon Employment Agreement

TheCompany entered into an employment agreement, dated as of March 31,2018 and amended pursuant to a First Amendment to EmploymentAgreement dated as of April 19, 2021 (as so amended, the “SharonAgreement”), with Mr. Sharon, to serve as the Company’s ChiefTechnology Officer and the General Manager of Microbot Israel, onan indefinite basis subject to the termination provisions describedin the Sharon Agreement.

Thesalary is reviewed on an annual basis by the Compensation Committeeof the Company to determine potential increases taking into accountsuch performance metrics and criteria as established by theCompany.

Pursuantto the terms of the Sharon Agreement, Mr. Sharon will receive in2022 a combined base salary and overtime payment of NIS72,000 permonth. Mr. Sharon is also entitled to receive an annual cash bonusof up to 35% of the annual combined salary and overtime payment,based on certain performance factors established and assessed bythe Compensation Committee of the Board of Directors of theCompany.

Mr.Sharon shall be further entitled to a monthly automobile allowanceplus a tax gross up to cover taxes relating to the grant of suchmotor vehicle, and pursuant to the Sharon Agreement was initiallygranted options in 2018 to purchase 150,000 shares (pre-stocksplit) of common stock of the Company.

Pursuantto the Sharon Agreement, the Company pays to (unless agreedotherwise by the parties) an insurance company or a pension fund,for Mr. Sharon, an amount equal to 8.33% of the base salary andovertime payments, which shall be allocated to a fund for severancepay, and an additional amount equal to 6.5% of the base salary andovertime payments, which shall be allocated to a provident fund orpension plan. The Company also pays an additional sum fordisability insurance to insure Mr. Sharon for up to 75% of basesalary and overtime payments, and 7.5% of each monthly payment tobe allocated to an educational fund.

Eitherthe Company or Mr. Sharon may terminate the Sharon Agreementwithout cause (as defined in the Sharon Agreement) by providing theother party with ninety days prior written notice.

TheCompany may terminate the Sharon Agreement for cause at any time bywritten notice without any advance notice.

TheSharon Agreement contains customary non-competition and non-solicitprovisions pursuant to which Mr. Sharon agrees not to compete andsolicit with the Company. Mr. Sharon also agreed to customary termsregarding confidentiality and ownership of intellectualproperty.

Eyal Morag Employment Agreement

Weentered into an employment agreement (the “Morag Agreement”), as ofFebruary 18, 2020, with Dr. Morag, to serve as the Company’s ChiefMedical Officer, on an indefinite basis subject to the terminationprovisions described in the Morag Agreement. The salary is reviewedon an annual basis by the Compensation Committee of the Company todetermine potential increases taking into account such performancemetrics and criteria as established by the Company. Pursuant to theterms of the Morag Agreement, Dr. Morag shall receive a base salaryin 2022 of NIS64,000 per month plus Global Overtime (as defined inthe Morag Agreement) of NIS16,000 per month.

Dr.Morag shall also be entitled to receive a target annual cash bonus,based on certain milestones, of up to a maximum amount of 30% ofhis annual salary.

Dr.Morag shall be further entitled to a monthly automobile allowancenot to exceed NIS 4,800 per month plus expenses and applicabletaxes, and shall be granted options to purchase 25,000 shares ofcommon stock of the Company based on vesting and other terms setforth in the Morag Agreement.

Pursuantto the Morag Agreement, the Company shall pay an amount equal to8.33% of Dr. Morag’s salary to be allocated for severance pay, 6.5%of Dr. Morag’s salary to be allocated for pension savings and 7.5%to be allocated to an educational fund. The Company may haveadditional payment obligations for disability insurance asspecified in the Morag Agreement.

Eitherthe Company or Dr. Morag may terminate the Morag Agreement at itsdiscretion at any time by providing the other party with six monthsprior written notice of termination (the “Advance NoticePeriod”).

TheCompany may terminate the Morag Agreement “For Cause” (as definedin the Morag Agreement) at any time by written notice without theAdvance Notice Period.

TheMorag Agreement contains customary non-competition and non-solicitprovisions pursuant to which Dr. Morag agrees not to compete andsolicit with the Company. Dr. Morag also agreed to customary termsregarding confidentiality and ownership of intellectualproperty.

IndemnificationAgreements

TheCompany generally enters into indemnification agreements with eachof its directors and executive officers. Pursuant to theindemnification agreements, the Company has agreed to indemnify andhold harmless these current and former directors and officers tothe fullest extent permitted by the Delaware General CorporationLaw. The agreements generally cover expenses that a director orofficer incurs or amounts that a director or officer becomesobligated to pay because of any proceeding to which he is made orthreatened to be made a party or participant by reason of hisservice as a current or former director, officer, employee or agentof the Company, provided that he acted in good faith and in amanner he reasonably believed to be in or not opposed to the bestinterests of the Company. The agreements also provide for theadvancement of expenses to the directors and officers subject tospecified conditions. There are certain exceptions to the Company’sobligation to indemnify the directors and officers, and, withcertain exceptions, with respect to proceedings that heinitiates.

Limitson Liability and Indemnification

Weprovide directors and officers insurance for our current directorsand officers.

Ourcertificate of incorporation eliminate the personal liability ofour directors to the fullest extent permitted by law. Thecertificate of incorporation further provide that the Company willindemnify its officers and directors to the fullest extentpermitted by law. We believe that this indemnification covers atleast negligence on the part of the indemnified parties. Insofar asindemnification for liabilities under the Securities Act may bepermitted to our directors, officers, and controlling persons underthe foregoing provisions or otherwise, we have been advised that inthe opinion of the Securities and Exchange Commission suchindemnification is against public policy as expressed in theSecurities Act of 1933 and is therefore unenforceable.

DirectorCompensation

TheCompany adopted in January 2021 an amended compensation package forthe non-management members of its Board, pursuant to which eachsuch Board member would receive for his or her services $35,000 perannum. Furthermore, each member of the Audit Committee of the Boardreceives an additional $10,000 per annum ($20,000 if Chairman),each member of the Compensation Committee of the Board receives anadditional $7,500 per annum ($15,000 if Chairman) and each memberof the Corporate Governance and Nominating Committee of the Boardreceives an additional $5,000 per annum ($10,000 if Chairman).Board members are also entitled to receive equity awards. Uponjoining the Board, a member would receive an initial grant of$190,000 of stock options (calculated as the product of theexercise price on the date of grant multiplied by the number ofshares underlying the stock option award required to equal$190,000), with an additional grant of stock options each yearthereafter, to purchase such number of shares of the Company’scommon stock equal to $95,000, computed on a similarbasis.

Thefollowing table summarizes cash and equity-based compensationinformation for our outside directors, for the year ended December31, 2021:

Mr.Gadot received compensation for his services to the Company as setforth under the summary compensation table above.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

Relatedparties can include any of our directors or executive officers,certain of our stockholders and their immediate family members.Each year, we prepare and require our directors and executiveofficers to complete Director and Officer Questionnairesidentifying any transactions with us in which the officer ordirector or their family members have an interest. This helps usidentify potential conflicts of interest. A conflict of interestoccurs when an individual’s private interest interferes, or appearsto interfere, in any way with the interests of the company as awhole. Our code of ethics requires all directors, officers andemployees who may have a potential or apparent conflict of interestto immediately notify our general counsel, who serves as ourcompliance officer. In addition, the Corporate Governance Committeeis responsible for considering and reporting to the Board anyquestions of possible conflicts of interest of Board members. Ourcode of ethics further requires pre-clearance before any employee,officer or director engages in any personal or business activitythat may raise concerns about conflict, potential conflict orapparent conflict of interest. Copies of our code of ethics and theCorporate Governance Committee charter are posted on the corporategovernance section of our website atwww.microbotmedical.com.

Therehave been no related party transactions or any other transactionsor relationships required to be disclosed pursuant to Item 404 ofRegulation S-K.

PRINCIPALACCOUNTANT FEES AND SERVICES

Audit and Tax Fees

TheBoard, upon the recommendation of the Audit Committee, has selectedthe independent accounting firm of Brightman Almagor Zohar &Co., a Member of Deloitte Touche Tohmatsu Limited, to audit theaccounts of the Company for the year ending December 31,2021.

TheAudit Committee considered the tax compliance services provided byBrightman Almagor Zohar & Co. and Deloitte Israel & Co.,concluded that provision of such services is compatible withmaintaining the independence of the independent accountants, andapproved the provision by Brightman Almagor Zohar & Co. of taxcompliance services with respect to the year ending December 31,2021.

TheAudit Committee received the following information concerning thefees of the independent accountants for the years ended December31, 2021 and 2020, has considered whether the provision of theseservices is compatible with independence of the independentaccountants, and concluded that it is:

Auditand tax fees include administrative overhead charges andreimbursement for out-of-pocket expenses.

Pre-Approval Policies and Procedures

TheAudit Committee has adopted policies and procedures forpre-approving all services (audit and non-audit) performed by ourindependent auditors. In accordance with such policies andprocedures, the Audit Committee is required to pre-approve allaudit and non-audit services to be performed by the independentauditors in order to assure that the provision of such services isin accordance with the rules and regulations of the SEC and doesnot impair the auditors’ independence. Under the policy,pre-approval is generally provided up to one year and anypre-approval is detailed as to the particular service or categoryof services and is subject to a specific budget. In addition, theAudit Committee may pre-approve additional services on acase-by-case basis.

REPORTOF THE AUDIT COMMITTEE

TheAudit Committee oversees our accounting and financial reportingprocesses and the audits of our financial statements on behalf ofthe Board and selects an independent public accounting firm toperform these audits. Management has the primary responsibility forestablishing and maintaining adequate internal control overfinancial reporting, preparing the financial statements, andestablishing and maintaining adequate controls over publicreporting. Our independent registered public accounting firm forfiscal 2021, Deloitte, had responsibility for conducting an auditof our annual financial statements in accordance with the standardsof the Public Company Accounting Oversight Board (United States)and expressing an opinion on the conformity of those auditedfinancial statements with generally accepted accountingprinciples.

TheAudit Committee oversaw the independent public accounting firm’squalifications and independence, as well as its performance. TheAudit Committee assisted the Board in overseeing the preparation ofthe Company’s financial statements, the Company’s compliance withlegal and regulatory requirements, and the performance of theCompany’s internal audit function. The Audit Committee met withpersonnel of the Company and Deloitte to review the scope and theresults of the annual audit, the amount of audit fees, theCompany’s internal accounting controls, the Company’s financialstatements contained in the Company’s Annual Report to Shareholdersand other related matters.

TheAudit Committee has reviewed and discussed with management thefinancial statements for fiscal year 2021 audited by Deloitte, aswell as management’s report on internal control over financialreporting, using the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) inInternal Control — Integrated Framework. The Audit Committee hasdiscussed with Deloitte various matters related to the financialstatements, including those matters required to be discussed by SAS114 (The Auditor’s Communication with Those Charged withGovernance). The Audit Committee has also discussed with Deloitteits report on internal control over financial reporting, hasreceived the written disclosures and the letter from Deloitterequired by Public Company Accounting Oversight Board (PCAOB)Ethics and Independence Rule 3526, Communication with AuditCommittees Concerning Independence (Rule 3526), and hasdiscussed with Deloitte its independence.

Basedupon such review and discussions, the Audit Committee recommendedto the Board of Directors, and the Board approved therecommendation, that the audited financial statements be includedin the Company’s Annual Report on Form 10-K for the fiscal yearending December 31, 2021 for filing with the SEC.

Theforegoing Audit Committee Report shall not be deemed incorporatedby reference into any filing under the Securities Act of 1933 orthe Securities Exchange Act of 1934, and shall not otherwise bedeemed filed under these acts, except to the extent we specificallyincorporate by reference into such filings.

PROPOSAL1: NOMINEES FOR ELECTION OF CLASS III DIRECTORS

Thenumber of directors is currently fixed at seven. Both our restatedcertificate of incorporation, as amended to date, and our amendedand restated by-laws provide for the classification of the Boardinto three classes (Class I, Class II and Class III), as nearlyequal in number as possible, with the term of office of one classexpiring each year.

Unlessotherwise instructed, the enclosed proxy will be voted to elect thenominees named below as Class I directors for a term of three yearsexpiring at the 2025 Annual Meeting of Shareholders and until theirsuccessors are duly elected and qualified. All three Class Idirector nominees have been recommended by the Corporate GovernanceCommittee because of their past experience serving on the Company’sBoard, the breadth of their business expertise, sound judgment, anddemonstrated leadership, among other things. Proxies cannot bevoted for a greater number of persons than the number of nomineesnamed below. It is expected that the nominees will be able toserve, but if any are unable to serve, the proxy will be voted fora substitute nominee or nominees designated by theBoard.

TheCorporate Governance Committee has recommended and the Board hasnominated Harel Gadot, Tal Wenderow, and MartinMadden for election as the Company’s Class I directors to serveas Class I Directors until the 2025 Annual Meeting ofShareholders.

THEBOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL 1 TOELECT AS DIRECTORS THE THREE NOMINEES DESCRIBEDABOVE.

PROPOSAL2: RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTINGFIRM

TheCompany is asking the stockholders to ratify the selection ofDeloitte, or its U.S. affiliate, as the Company’s independentpublic accountants for the fiscal year ending December 31, 2022.The affirmative vote of the holders of a majority of the sharesrepresented and voting at the Annual Meeting will be required toratify the selection of Deloitte or its U.S. affiliate.

Inthe event the stockholders fail to ratify the appointment, theAudit Committee of the Board of Directors will consider it as arecommendation to select other auditors for the subsequent year,which the Audit Committee would then take under advisement. Even ifthe selection is ratified, the Audit Committee of the Board at itsdiscretion could decide to terminate the engagement of Deloitte orits U.S. affiliate and engage another firm at any time if the AuditCommittee determines that such a change would be necessary ordesirable in the best interests of the Company and itsstockholders.

Arepresentative of Deloitte is expected to attend the Annual Meetingtelephonically and is not expected to make a statement, but will beavailable to respond to appropriate questions and may make astatement if such representative desires to do so.

THEBOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL 2 TORATIFY THE SELECTION OF DELOITTE OR ITS U.S. AFFILIATE AS THECOMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDINGDECEMBER 31, 2022.

OTHERMATTERS

ShareholderProposals

Shareholderswho wish to present proposals for inclusion in the Company’s proxymaterials for the 2023 Annual Meeting of Shareholders may do so byfollowing the procedures prescribed in Rule 14a-8 under theExchange Act. To be eligible, the Shareholder proposals must bereceived by our corporate secretary on or before April 10,2023.

Shareholderswho wish to make a proposal at the 2023 Annual Meeting ofShareholders, other than one that will be included in our proxymaterials, must notify us in a timely manner, but no later thanJune 24, 2023. If a Shareholder who wishes to present a proposal atthe 2023 Annual Meeting of Shareholders fails to notify us by June24, 2022, the proxies that management solicits for the meeting willconfer discretionary authority to vote on the Shareholder’sproposal if it is properly brought before the meeting.

Inaddition, to comply with the universal proxy rules, shareholderswho intend to solicit proxies in support of director nominees otherthan the Company’s nominees must provide notice that sets for theinformation required by Rule 14a-19 under the Exchange Act no laterthan July 23, 2023.

ShareholderNominations of Directors

Ashareholder entitled to vote for the election of directors at ameeting may nominate persons for election as directors by givingtimely notice thereof in proper written form to the secretaryaccompanied by a petition signed by at least 100 record holders ofcapital stock of the Company which shows the class and number ofshares held by each person and which represent in the aggregate 1%or more of the outstanding shares entitled to vote in the electionof directors. The submission must be in writing and delivered toMicrobot Medical Inc., Attn: Secretary, Board of Directors, 25Recreation Park Drive, Unit 108, Hingham, MA 02043, in accordancewith the advance notice procedures and other requirements set forthin Section 3.2 of our bylaws for nominees to be considered fornomination at the 2023 annual meeting. These requirements areseparate from, and in addition to, the requirements discussed aboveto have the shareholder nomination or other proposals included inour proxy statement and form of proxy/voting instruction cardpursuant to the SEC’s rules. Submissions must include the name,address and number of shares of common stock beneficially owned byeach participant in the Nominating Shareholder group, arepresentation that the Nominating Shareholder meets therequirements described in the Board policy and will continue tomeet them through the date of the annual meeting, a description ofall arrangements or understandings between or among the NominatingShareholder group (or any participant in the Nominating Shareholdergroup) and the candidate or any other person or entity regardingthe candidate, all information regarding the candidate that theCompany would be required to disclose in a proxy statement underSEC rules, including whether the candidate is independent or, ifnot, a description of the reasons why not, the consent of thecandidate to serve as a director, and representations by thecandidate regarding his or her performance of the duties of adirector. Full details may be obtained from the secretary of theBoard at the address above. The Corporate Governance Committee willconsider and evaluate up to two candidates recommended inaccordance with this policy in connection with any annual meeting.The Corporate Governance Committee will consider and evaluatecandidates recommended by Shareholders on the same basis ascandidates recommended by other sources.

Inaddition, the Company’s by-laws provide that a Shareholder entitledto vote for the election of directors at a meeting may nominatepersons for election as directors by giving timely notice thereofin proper written form to the Secretary accompanied by a petitionsigned by at least 100 record holders of capital stock of theCompany representing in the aggregate 1% or more of the outstandingshares entitled to vote in the election of directors, whichpetition must show the class and number of shares held by eachperson. To be timely, such notice and petition must be received atthe principal executive offices of the Company not less than 60days nor more than 90 days prior to the meeting, except if lessthan 70 days notice of the date of the meeting is given toShareholders, in which case the notice and petition must bereceived not later than the close of business on the tenth dayfollowing the day on which notice of the date of the meeting wasmailed or public disclosure of such date was made. The requestingShareholder is required to provide information with respect to thenominee(s) for director similar to that described above, as morefully set forth in the Company’s by-laws.

Form10-K

TheCompany’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021, as filed with the SEC, is available withoutcharge upon request by writing to Microbot Medical Inc. at 25Recreation Park Drive, Unit 108, Hingham, MA 02043, Attention:Investor Relations. A copy of this report is also available throughour website at www.microbotmedical.com or, alternatively, atwww.sec.gov.

“Householding”of Proxy Materials

Somebanks, brokers and other nominee record holders may beparticipating in the practice of “householding” proxy statementsand annual reports. This means that only one copy of our proxystatement and annual report, or the notice of Internet availabilityof the proxy statement, to shareholders may have been sent tomultiple shareholders in your household. The Company will promptlydeliver a separate copy of either document to you if you contactthe Secretary at the following address or telephone number:Microbot Medical Inc., 25 Recreation Park Drive, Unit 108, Hingham,MA 02043; telephone: (781) 875-3605. In addition, copies of bothdocuments may be obtained from our website(www.microbotmedical.com, click on the button “Investors” and then“Presentation + Resources”). If you want to receive separate copiesof the proxy statement, annual report or notice of Internetavailability to shareholders in the future, or if you are receivingmultiple copies and would like to receive only one copy perhousehold, you should contact your bank, broker or other nomineerecord holder, or you may contact the Company at the above addressor telephone number.

OtherBusiness

TheBoard knows of no business that will come before the meeting foraction except as described in the accompanying Notice of Meeting.However, as to any such business, the persons designated as proxieswill have authority to act in their discretion.