Forward Looking Statements





The following discussion should be read in conjunction with our unaudited
financial statements and related notes included in Item 1, "Financial
Statements," of this Quarterly Report on Form 10-Q, as well as our Annual Report
on Form 10-K for the fiscal year ended December 31, 2021. Certain information
contained in this MD&A includes "forward-looking statements." Statements which
are not historical reflect our current expectations and projections about our
future results, performance, liquidity, financial condition and results of
operations, prospects and opportunities and are based upon information currently
available to us and our management and their interpretation of what is believed
to be significant factors affecting our existing and proposed business,
including many assumptions regarding future events. Actual results, performance,
liquidity, financial condition and results of operations, prospects and
opportunities could differ materially and perhaps substantially from those
expressed in, or implied by, these forward-looking statements as a result of
various risks, uncertainties and other factors, including those risks described
in detail in the section entitled "Risk Factors" of our Annual Report on Form
10-K for the year ended December 31, 2021.



Forward-looking statements, which involve assumptions and describe our future
plans, strategies, and expectations, are generally identifiable by use of the
words "may," "should," "would," "will," "could," "scheduled," "expect,"
"anticipate," "estimate," "believe," "intend," "seek," or "project" or the
negative of these words or other variations on these words or comparable
terminology.



In light of these risks and uncertainties, and especially given the nature of
our existing and proposed business, there can be no assurance that the
forward-looking statements contained in this section and elsewhere in this
Quarterly Report on Form 10-Q will in fact occur. Potential investors should not
place undue reliance on any forward-looking statements. Except as expressly
required by the federal securities laws, there is no undertaking to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other reason.



15






Overview




We are a pre-clinical medical device company specializing in the research,
design and development of next generation robotic endoluminal surgery devices
targeting the minimally invasive surgery space. We are developing the first ever
fully disposable robot for various endovascular interventional procedures, and
our primary mission is to enable accessibility to robotic solutions to all
stakeholders by removing barriers for adoption such as capital expense and
enabling remote access to patients and users.



Our current technological platforms are comprised of the proprietary LIBERTY®
and One & Done™ (the instrument platform which currently includes assets
acquired from Cardiosert) innovative technological platforms, as well as other
assets and intellectual property. In addition, we are focused on the development
of a Multi Generation Product Portfolio utilizing our proprietary technologies,
which together is expected to redefine surgical robotics while improving
surgical outcomes for patients.



Recent Developments



October 2022 Financing



On October 21, 2022, we entered into a Securities Purchase Agreement with an
institutional investor, pursuant to which we issued and sold, in a registered
direct offering priced at-the-market under the rules of The Nasdaq Stock Market,
(i) an aggregate of 782,495 shares of Common Stock, at an offering price of
$4.89 per share and (ii) pre-funded warrants exercisable for up to 240,000
shares of Common Stock (the "Pre-Funded Warrants") to the investor at an
offering price of $4.8899 per Pre-Funded Warrant, for aggregate gross proceeds
from the Offerings (as defined below) of approximately $5.0 million before
deducting the placement agent fee (as described in greater detail below) and
related offering expenses.



Each Pre-Funded Warrant represents the right to purchase one share of Common
Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are
exercisable immediately and may be exercised at any time until the Pre-Funded
Warrants are exercised in full.



In a concurrent private placement, we issued to the Investor (i) Series A
preferred investment options to purchase up to 1,022,495 shares of Common Stock
(the "Series A Warrants") at an exercise price of $4.64 per share and (ii)
Series B preferred investment options to purchase up to 1,022,495 shares of
Common Stock (the "Series B Warrants") at an exercise price of $4.64 per share.
Each Series A Warrant is exercisable immediately and will expire five years from
the initial exercise date. Each Series B Warrant is exercisable immediately and
will expire two years from the initial exercise date.



On October 3, 2022 we entered into an engagement letter with H.C. Wainwright &
Co., LLC ("Wainwright"), pursuant to which Wainwright agreed to serve as the
exclusive placement agent for the issuance and sale of securities of the Company
pursuant to the above-referenced Securities Purchase Agreement. As compensation
for such placement agent services, the Company paid Wainwright aggregate cash
fees and reimbursed Wainwright for its expenses aggregating approximately
$565,000. We also issued to Wainwright or its designees warrants to purchase
51,125 shares of our common stock (the "Wainwright Warrants"). The Wainwright
Warrants have a term of five years, and have an exercise price of $6.1125 per
share.



Suspension of ATM




On October 21, 2022, we delivered written notice to Wainwright that we were
suspending and terminating the prospectus supplement (the "ATM Prospectus
Supplement") related to our common stock issuable pursuant to the At The Market
Offering Agreement, dated June 10, 2021, by and between us and Wainwright (the
"ATM Agreement"). We will not make any sales of our securities pursuant to the
ATM Agreement, unless and until a new prospectus supplement is filed. Other than
the termination and suspension of the ATM Prospectus Supplement, the ATM
Agreement remains in full force and effect.



16






LIBERTY Milestones

On October 18, 2022, we announced that we have submitted the anticipated follow-up pre-submission package for the LIBERTY®Robotic System to ensure we remain fully aligned with the U.S. Food and Drug Administration (FDA) as we prepare for our Investigational Device Exemption (IDE) submission and first-in-human clinical trial with the system in 2023.

On October 13, 2022, we announced a significant development milestone as we completed the GLP animal study for the LIBERTY®Robotic System.

Suspension of Self Cleaning Shunt Project


On October 11, 2022, we announced that we have made the strategic decision to
suspend the continued research and development of our Self-Cleaning Shunt (SCS)
project, effective immediately. We further announced that we are planning to
focus our strategic efforts on the growing endovascular space and advancing the
LIBERTY® Robotic System to achieve our regulatory and commercial milestones, as
well as expanding the LIBERTY® ecosystem. We plan to explore opportunities with
the SCS assets with the focus on maximizing shareholders value, which may
include seeking buyers for the assets, entering into joint ventures, licensing
arrangements, spinning-off the assets into a new operating company or
discontinue the project altogether.



We have been in discussions with the licensor of the original SCS and ViRob
intellectual property with respect to the suspension of the SCS project, and we
expect that if we are unsuccessful in entering into alternative arrangements for
the SCS assets, we will return such licensed assets to the licensor pursuant to
the terms of the license agreement. Any such return or other alternative with
respect to the SCS assets will not affect any other licensed or owned assets of
Microbot.

Acquisition of Nitiloop's Assets


On October 6, 2022, our wholly-owned subsidiary purchased substantially all of
the assets, including intellectual property, devices, components and product
related materials, of Nitiloop Ltd., an Israeli limited liability company. The
assets include intellectual property and technology in the field of intraluminal
revascularization devices with anchoring mechanism and integrated microcatheter
and the products or potential products incorporating such technology owned by
Nitiloop and designated by Nitiloop as "NovaCross", "NovaCross Xtreme" and
"NovaCross BTK" and any enhancements, modifications and improvements thereof
("Devices"). We did not assume any material liabilities of Nitiloop other than
obligations Nitiloop has to the IIA and relating to certain renewal/maintenance
fees for a European patent application. In consideration for the acquisition of
the Nitiloop assets, Microbot Israel shall pay royalties to Nitiloop, which
shall not, in the aggregate, exceed $8,000,000, as follows:

? Royalties at a rate of 3% of net revenue generated as a result of sales,

license or other exploitation of the Devices; and

? Royalties at a rate of 1.5% of net revenue generated from the sale, license or


   other exploitation of commercialization of the technology as part of an
   integrated product.




Technological Platforms



LIBERTY®



On January 13, 2020, Microbot unveiled what it believes is the world's first
fully disposable robotic system for use in endovascular interventional
procedures, such as cardiovascular, peripheral and neurovascular. The LIBERTY
robotic system features a unique compact design with the capability to be
operated remotely, reduce radiation exposure and physical strain to the
physician, reduce the risk of cross contamination, as well as the potential to
eliminate the use of multiple consumables when used with its "One & Done"
capabilities, which would be based in part on the CardioSert platform or
possibly other guidewire/microcatheter technologies.



17







LIBERTY is designed to maneuver guidewires and over-the-wire devices (such as
microcatheters) within the body's vasculature. It eliminates the need for
extensive capital equipment requiring dedicated cath-lab rooms as well as
dedicated staff. In addition, when combined with CardioSert technology or
possibly other guidewire/microcatheter technologies, it may be designed to
streamline cath-lab procedures with our proprietary "One & Done" tool that
combines guidewire and microcatheter into a single device. With control over tip
curvature and stiffness for maneuverability and access - and without the need
for constant tool exchanges -when integrated into the LIBERTY device, the device
may drastically reduce procedure time and costs while enhancing the operator
experience.



On August 17, 2020, Microbot announced the successful conclusion of its
feasibility animal study using the LIBERTY robotic system. The study met all of
its end points with no intraoperative adverse events, which supports Microbot's
objectives to allow physicians to conduct a catheter-based procedure from
outside the catheterization laboratory (cath-lab), avoiding radiation exposure,
physical strain and the risk of cross contamination. The study was performed by
two leading physicians in the neuro vascular and peripheral vascular
intervention spaces, and the results demonstrated robust navigation
capabilities, intuitive usability and accurate deployment of embolic agents,
most of which was conducted remotely from the cath-lab's control room.

In December 2021, we achieved design freeze of the LIBERTY device.





On December 22, 2021, we entered into a strategic collaboration agreement for
technology co-development with Stryker Corporation, acting through its
Neurovascular Division. Pursuant to the agreement, the collaborative development
program between Stryker and us aims to integrate certain of Stryker's
instruments with our LIBERTY Robotic System to address certain neurovascular
procedures. The activities contemplated by the Agreement shall be specified in
one or more development plans derived from the terms and conditions set forth in
the Agreement.



On March 31, 2022, the Company filed its pre-submission package for the LIBERTY
Robotic System with the U.S. Food and Drug Administration ("FDA"), addressing
the regulatory pathway for the LIBERTY Robotic System. The Company expects to
meet with the FDA following a normal review process to discuss the
pre-submission and ensure the testing protocols and regulatory pathway are
aligned with the FDA to obtain clearance for LIBERTY.



On July 22, 2022, the Company completed a pre-submission process with the FDA
regarding the LIBERTY device. Formal feedback from the FDA included a
recommendation to perform a clinical study and a human factors validation study,
to support clearance through the 510(k) notification process.



In September 2022 the company conducted a GLP Animal study at an FDA accredited
laboratory. The study was performed by a team of seasoned Key Opinion Leaders
(KOLs) in the endovascular space at a world-class MedTech research laboratory
with FDA-required levels of planning, controlling, monitoring, and reporting
(GLP standards), using porcine model.



During the GLP animal study, the physicians conducted pre-determined 63
navigations to the targeted sites using the investigational LIBERTY Robotic
System and performed an equal number of procedures manually. The performance
endpoint of the LIBERTY Robotic System after robotic navigation was successfully
completed for 58 out of the 63 targets (92%), while 3 of the targets (4.8%) were
not completed due to technical issues and 2 (3.2%) were not completed due to
fluoroscopy related issues (non-device related). Post navigation intra-operative
selective angiograms of the target vessels showed no definite evidence of acute
vascular injury. Follow up angiograms of these vessels in post-procedure day 3
showed normal vessel anatomy without signs of injury. Initial postmortem gross
pathology examination of some of the target organs showed preliminary findings,
which will be further investigated in the pending histopathology analysis, and
potentially an additional pre-clinical study. In addition to the objective
measurements, the performance and usability of the LIBERTY Robotic System were
subjectively graded by each of the physicians, with their assessments accounting
for features such as ease of navigation to the target, learning curve, and
system stability. For the target sites reached, the physicians graded the
LIBERTY Robotic system at the highest grade.

We are continuously exploring and evaluating additional innovative guidewire/microcatheter technologies to be integrated and combined with the LIBERTY robotic platform.

We are continuing our feasibility animal trials with respect to the LIBERTY device.





18

One & DoneTM (CardioSert) Technology





On April 8, 2018, Microbot acquired a patent-protected technology from
CardioSert Ltd., a privately-held medical device company based in Israel that
was part of a technological incubator supported by the Israel Innovation
Authorities. The CardioSert technology contemplates a combination of a guidewire
and microcatheter, technologies that are broadly used for surgery within a
tubular organ or structure such as a blood vessel or duct. The CardioSert
technology features a unique guidewire delivery system with steering and
stiffness control capabilities which when developed is expected to give the
physician the ability to control the tip curvature, to adjust tip load to
varying degrees of stiffness in a gradually continuous manner. The CardioSert
technology was originally developed to support interventional cardiologists in
crossing chronic total occlusions (CTO) during percutaneous coronary
intervention (PCI) procedures and has the potential to be used in other spaces
and applications, such as peripheral intervention, and neurosurgery. Our
CardioSert tool is now trademarked as "One & DoneTM".



Nitiloop




As stated above, on October 6, 2022, our wholly-owned subsidiary purchased
substantially all of the assets of Nitiloop. Nitiloop's assets are composed of
the NovaCross family of microcatheters, including NovaCross CTO, NovaCross
Xtreme and NovaCross BTK. These devices enable the intraluminal placement of
conventional and steerable guidewires beyond stenotic lesions, including chronic
total occlusions (CTO), before percutaneous transluminal coronary angioplasty
(PTCA) or stent intervention. The NovaCross microcatheter family can be used as
standalone devices and are expected to be able to be incorporated into our One &
Done technology. They can also potentially form a collection of customized
procedure-related kits for the LIBERTY Robotic System.

ViRob



The ViRob is an autonomous crawling micro-robot which can be controlled remotely
or within the body. Its miniature dimensions are expected to allow it to
navigate and crawl in different natural spaces within the human body, including
blood vessels, the digestive tract and the respiratory system as well as
artificial spaces such as shunts, catheters, ports, etc. Its unique structure is
expected to give it the ability to move in tight spaces and curved passages as
well as the ability to remain within the human body for prolonged time. The SCS
product was developed using the ViRob technology.



TipCAT



The TipCAT is a disposable self-propelled locomotive device that is specially
designed to advance in tubular anatomies. The TipCAT is a mechanism comprising a
series of interconnected balloons at the device's tip that provides the TipCAT
with its forward locomotion capability. The device can self-propel within
natural tubular lumens such as the blood vessels, respiratory and the urinary
and GI tracts. A single channel of air/fluid supply sequentially inflates and
deflates a series of balloons creating an inchworm like forward motion. The
TipCAT maintains a standard working channel for treatments. Unlike standard
access devices such as guidewires, catheters for vascular access and endoscopes,
the TipCAT does not need to be pushed into the patient's lumen using external
pressure; rather, it will gently advance itself through the organ's anatomy. As
a result, the TipCAT is designed to be able to reach every part of the lumen
under examination regardless of the topography, be less operator dependent, and
greatly reduce the likelihood of damage to lumen structure. The TipCAT thus
offers functionality features equivalent to modern tubular access devices, along
with advantages associated with its physiologically adapted self-propelling
mechanism, flexibility, and design.



Financial Operations Overview

Research and Development Expenses

Research and development expenses consist primarily of salaries and related expenses and overhead for Microbot's research, development and engineering personnel, prototype materials and research studies, obtaining and maintaining Microbot's patent portfolio. Microbot expenses its research and development costs as incurred.

General and Administrative Expenses

General and administrative expenses consist primarily of the costs associated with management salaries and benefits, professional fees for accounting, auditing, consulting and legal services, and allocated overhead expenses.


Microbot expects that its general and administrative expenses may increase in
the future as it expands its operating activities, maintains and expands its
patent portfolio and maintains compliance with exchange listing and SEC
requirements. Microbot expects these potential increases will likely include
management costs, legal fees, accounting fees, directors' and officers'
liability insurance premiums and expenses associated with investor relations.



Income Taxes



Microbot has incurred net losses and has not recorded any income tax benefits
for the losses. It is still in its development stage and has not yet generated
revenues, therefore, it is more likely than not that sufficient taxable income
will not be available for the tax losses to be fully utilized in the future.

Critical Accounting Policies and Significant Judgments and Estimates


Management's discussion and analysis of Microbot's financial condition and
results of operations are based on its consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting
principles, or GAAP. The preparation of these consolidated financial statements
requires Microbot to make estimates and judgments that affect the reported
amounts of assets, liabilities, and expenses and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements.
Microbot bases its estimates on historical experience, known trends and events,
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ materially from these estimates under
different assumptions or conditions.



While Microbot's significant accounting policies are described in more detail in
the notes to its consolidated financial statements, Microbot believes the
following accounting policies are the most critical for fully understanding and
evaluating its consolidated financial condition and results of operations.




19






Contingencies




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

Fair Value of Financial Instruments

The Company measures the fair value of certain of its financial instruments on a recurring basis.

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

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


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

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





Results of Operations

Comparison of Three and Nine Months Ended September 30, 2022 and 2021





The following table sets forth the key components of Microbot's results of
operations for the three and nine month periods ended September 30, 2022 and
2021 (in thousands):



                                        Three months ended                      Nine months ended
                                           September 30,                          September 30,
                                         2022          2021       Change        2022          2021        Change

Research and development expenses $ (1,953 ) $ (1,389 ) $ (564 )

$  (5,852 )   $ (3,897 )   $ (1,955 )
General and administrative expenses       (1,521 )     (1,163 )      (358 )      (4,361 )     (3,523 )       (838 )
Financing income (expenses), net               6           (3 )         9  

         43          (34 )         77




Research and Development Expenses. Microbot's research and development expenses
were approximately $1,953,000 and $5,852,000 for the three and nine months ended
September 30, 2022, respectively, compared to approximately $1,389,000 and
$3,897,000 for the comparable periods in 2021. The increase in research and
development expenses for the periods presented was primarily due to increases in
payroll due to new hires and salary increases, as well as increases relating to
the initial preparations to transfer the LIBERTY device from R&D to low volume
and controlled production (to be used for bench, animal and clinical trials).
Microbot expects its research and development expenses to continue to increase
over time as Microbot advances its development programs and begins pre-clinical
and clinical trials for its LIBERTY device and possibly other product
candidates, which increase is expected to be somewhat offset by the decrease in
R&D expenses relating to the SCS device due to its suspension in October 2022.



20






General and Administrative Expenses. General and administrative expenses were
approximately $1,521,000 and $4,361,000 for the three and nine months ended
September 30, 2022, respectively, compared to approximately $1,163,000 and
$3,523,000 for the comparable periods in 2021. The increase in general and
administrative expenses for the periods presented was primarily due to increases
in payroll due to new hires and salary increases, increases in share-based
compensation expense, D&O insurance premiums and travel expenses, which have
resumed as Covid-related lockdowns have been lifted. These increases were
partially offset by decreases in legal and consultant fees and expenses.
Microbot believes its general and administrative expenses may increase over time
as it advances its programs, increases its headcount and operating activities
and incurs increasing expenses associated with being a public company.



Financing Income (Expenses), net. Financing income was approximately $6,000 and
$43,000 for the three and nine months ended September 30, 2022, respectively,
compared to financing expenses of approximately $3,000 and $34,000 for the
comparable periods in 2021. The increase in financial income for the periods
presented was primarily due to an increase in the exchange rate between the U.S.
Dollar and NIS offset by a reduction of financial expenses related to leasing
liabilities.

Liquidity and Capital Resources





Microbot has incurred losses since inception and negative cash flows from
operating activities for all periods presented. As of September 30, 2022,
Microbot had a net working capital of approximately $4,953,000, consisting
primarily of cash and cash equivalents and marketable securities. The amount
does not include approximately $4.3 million of net proceeds the Company raised
in October 2022. This compares to net working capital of approximately
$13,895,000 as of December 31, 2021. Microbot anticipates that it will continue
to incur net losses for the foreseeable future as it continues research and
development efforts of its primary product candidates, hires additional staff,
including clinical, scientific, operational, financial and management personnel,
and continues to incur costs associated with being a public company.



Microbot has funded its operations through the issuance of capital stock, grants
from the Israeli Innovation Authority, and convertible debt. Since inception
(November 2010) through October 31, 2022, Microbot has raised net cash proceeds
of approximately $59,000,000 and through September 30, 2022 incurred a total
cumulative loss of approximately $65,763,000. Microbot returned $3,375,000
(before interest) of such proceeds as a result of an adverse outcome in a
litigation that concluded in the first quarter of 2020 and is now subject to an
additional lawsuit seeking the return of an additional $6,750,000 of such
proceeds. This litigation is in the discovery stage and we cannot project what
the eventual outcome will be or if it will be settled prior to trial, though
management is currently defending its position that no return of capital is
warranted.



Microbot Israel obtained from the Israeli Innovation Authority ("IIA") grants
for participation in research and development for the years 2013 through
September 30, 2022 in the total amount of approximately $1,500,000. On January
4, 2018, Microbot Israel entered into an agreement with CardioSert to acquire
certain of its patent-protected technology. CardioSert received grants from the
IIA in the aggregate amount of approximately $530,000 and Microbot Israel took
over the liability to repay such grants. On October 6, 2022, Microbot Israel
entered into an agreement with Nitiloop Ltd. to acquire substantially all of its
assets. Nitiloop received grants from the IIA in the aggregate amount of
approximately $925,000 and Microbot Israel took over the liability to repay

such
grants.



Microbot Israel is obligated to pay royalties amounting to 3%-3.5% of its future
sales up to the amount of the grants. The grants are linked to the exchange rate
of the dollar to the New Israeli Shekel and bears interest at an annual rate of
USD LIBOR. Under the terms of the grants and applicable law, Microbot is
restricted from transferring any technologies, know-how, manufacturing or
manufacturing rights developed using the grant outside of Israel without the
prior approval of the Israel Innovation Authority. Microbot has no obligation to
repay the grants, if the applicable project fails, is unsuccessful or aborted
before any sales are generated. The financial risk is assumed completely by

the
IIA.




We believe that our net cash, taking into account our recent capital raise of
approximately $4.3 million in net proceeds, will be sufficient to fund
operations necessary to continue development activities of LIBERTY for
approximately eight months, based on current projected burn rate and milestones.
However, in the event we are unsuccessful in our current litigation with Empery
and Hudson Bay, pursuant to which they are seeking the return of $6,750,000 in
proceeds we received from them in a 2017 stock offering, we would have net cash
for approximately one month. Outcomes with respect to the regulatory process for
our proposed products may further require adjustments to our projections or
require the reallocation of funds from one or more existing projects to other
projects. For instance, as a result of our recently announced suspension of the
SCS project, we reallocated funds budgeted for that program to the LIBERTY

device program.



21






Microbot plans to continue to fund its research and development programs from
time to time and other operating expenses, and the associated losses from
operations, through its existing cash. Microbot intends to also raise capital
through additional, future issuances of debt and/or equity securities, including
possibly through its existing $10 million registered At-The-Market offering and
other registered offerings under its existing Registration Statement on Form S-3
for up to $75 million of securities, which it may draw down from time to time.
This is regardless that we raised approximately $4.3 million in net proceeds in
a recent capital raise, subject to any limitations we may have agreed to with
the investor in that capital raise or pursuant to applicable law. These
issuances may be opportunistic and even if the Company has enough funds at such
time for operations. The capital raises from issuances of convertible debt and
equity securities could result in additional dilution to Microbot's
shareholders. In addition, to the extent Microbot determines to incur additional
indebtedness, Microbot's incurrence of additional debt could result in debt
service obligations and operating and financing covenants that would restrict
its operations. Microbot can provide no assurance that financing will be
available in the amounts it needs or on terms acceptable to it, if at all. If
Microbot is not able to secure adequate additional working capital when it
becomes needed, it may be required to make reductions in spending, extend
payment terms with suppliers, liquidate assets where possible and/or suspend or
curtail planned research and development programs. Any of these actions could
materially harm Microbot's business.



As a result of the foregoing, we are unable to fully implement our business plan
without raising additional capital, if at all, and these conditions raise
substantial doubt about Microbot's ability to continue as a going concern. The
accompanying consolidated interim financial statements do not include any
adjustments to reflect the possible future effects on recoverability and
reclassification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.

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