Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

VICARIOUS SURGICAL INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39384		87-2678169
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

78 Fourth Avenue Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 868-1700

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RBOT	The New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	RBOT WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2024, Vicarious Surgical Inc. (the “Company”) announced the appointment of Randy Clark as the President of the Company, effective as of the same day (the “Appointment Date”). In connection with the appointment of Mr. Clark, Adam Sachs stepped down from his role as President. Mr. Sachs will continue to serve as the Chief Executive Officer of the Company.

Mr. Clark, age 48, served as the Global President of the Health Solutions business at Flex Ltd. (Nasdaq: FLEX), a global supply chain, manufacturing, and design solutions provider, since January 2022. Prior to joining Flex Ltd., Mr. Clark spent 15 years at Olympus Corporation of the Americas, a medical technology and equipment manufacturing company, from 2005 until January 2022, where he held various roles with increasing responsibilities, ultimately serving as President and member of their board of directors. Mr. Clark earned a Bachelor of Science in Business Administration from Drake University, a Master of Business Administration degree from Colorado State University, and completed the Advanced Management program at Harvard Business School.

The Company has entered into an offer letter of employment with Mr. Clark, effective as of the Appointment Date (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Clark’s annual base salary is $500,000. Mr. Clark is eligible to receive an annual discretionary bonus with a target of 50% of his base salary. The Offer Letter further provides that Mr. Clark is eligible to receive a stock option for the purchase of 1,000,000 shares of Class A common stock of the Company, subject to approval by the Compensation Committee of the Board of Directors.

Mr. Clark entered into an indemnification agreement in the form the Company has entered into with its other executive officers, which form is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed by the Company on September 23, 2021 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Clark and any other persons pursuant to which Mr. Clark was appointed as President of the Company. There are no family relationships between Mr. Clark and any director or executive officer of the Company, and he has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Clark’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated January 29, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VICARIOUS SURGICAL INC.

By:	/s/ Adam Sachs
Name:	Adam Sachs
Title:	Chief Executive Officer
Date:	January 29, 2024

Exhibit 99.1

Vicarious Surgical Strengthens Executive Team with Appointment of

Randy Clark as Company President

WALTHAM, Mass. -- (BUSINESS WIRE) -- Vicarious Surgical Inc. (“Vicarious Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve patient outcomes as well as both the cost and efficiency of surgical procedures, today announced that Randy Clark has been appointed President effective today, January 29, 2024.

As Vicarious Surgical prepares for its next phase of growth following the anticipated finalization of the Vicarious Surgical Version 1.0 System (“V1.0”), the newly established role of President is designed to fortify organizational alignment and focus on the Company’s long-term needs and objectives. Reporting to Chief Executive Officer Adam Sachs, Mr. Clark will assume responsibility for the day-to-day oversight of many core business functions including product development, operations, clinical, regulatory and quality affairs, and human resources.

“We are thrilled to announce Randy’s addition to the Vicarious Surgical team, especially during this pivotal phase for the Company as we approach the finalization of the V1.0 system this fall”, said Adam Sachs, Co-Founder & Chief Executive Officer of Vicarious Surgical. “With decades of cross-functional experience in leading medical device organizations, Randy brings a wealth of expertise, particularly within manufacturing and supply-chain. His well-established track record of successfully guiding organizations from development stage to commercial launch is a testament to his capabilities, and we anticipate his expertise and leadership will play a crucial role in shaping our future success.”

Mr. Clark joins as an accomplished leader with more than 20 years of medical device industry experience and has been instrumental in the development, manufacture, and commercialization of several innovative medical device solutions throughout his career. Most recently, Mr. Clark served as the Global President of the Health Solutions Business Unit at Flex Ltd., a prominent global supply chain, manufacturing, and design solutions provider. Prior to this, he spent 15 years at Olympus Corporation of the Americas, where he held various roles with increasing responsibilities, ultimately serving as President and a member of their board of directors, overseeing full P&L management for the Americas. Mr. Clark earned a Bachelor of Science in Business Administration from Drake University, a Master of Business Administration degree from Colorado State University, and completed the Advanced Management program at Harvard Business School.

“Vicarious Surgical has pioneered a revolutionary method for minimally invasive surgery. I am confident that this innovation will greatly benefit our hospital system and surgeon partners, and, above all, the patients. I am excited about participating in this transformative journey and playing a role in turning Vicarious Surgical’s vision and mission into tangible reality”, said Randy Clark, President of Vicarious Surgical.

About Vicarious Surgical

Founded in 2014, Vicarious Surgical is a next generation robotics company, developing a unique disruptive technology with the multiple goals of substantially increasing the efficiency of surgical procedures, improving patient outcomes, and reducing healthcare costs. The Company’s novel surgical approach uses proprietary human-like surgical robots to virtually transport surgeons inside the patient to perform minimally invasive surgery. The Company is led by an experienced team of technologists, medical device professionals and physicians, and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Massachusetts. Learn more at www.vicarioussurgical.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The company’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical facts contained herein, including without limitation statements about the finalization of the Vicarious Surgical Version 1.0 System, among other things, are forward-looking statements that reflect the current beliefs and expectations of management. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Vicarious Surgical’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: changes in applicable laws or regulations; the ability of Vicarious Surgical to raise financing in the future; the success, cost and timing of Vicarious Surgical’s product and service development activities; the potential attributes and benefits of Vicarious Surgical’s product candidates and services; Vicarious Surgical’s ability to obtain and maintain regulatory approval for the Vicarious System on the timeline it expects, and any related restrictions and limitations of any approved product; the size and duration of human clinical trials for the Vicarious Surgical; Vicarious Surgical’s ability to identify, in-license or acquire additional technology; Vicarious Surgical’s ability to maintain its existing license, manufacture, supply and distribution agreements and scale manufacturing of the Vicarious Surgical System and any future product candidates to commercial quantities; Vicarious Surgical’s ability to compete with other companies currently marketing or engaged in the development of products and services that Vicarious Surgical is currently marketing or developing, as well as with the use of open surgeries; the size and growth potential of the markets for Vicarious Surgical’s product candidates and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of Vicarious Surgical’s product candidates and services and reimbursement for medical procedures conducted using its product candidates and services; the company’s ability to meet its estimates regarding expenses, revenue, capital requirements, cash runway and needs for additional financing; Vicarious Surgical’s financial performance; Vicarious Surgical’s intellectual property rights, its ability to protect or enforce these rights, and the impact on its business, results and financial condition if it is unsuccessful in doing so; economic downturns, political and market conditions and their potential to adversely affect Vicarious Surgical’s business, financial condition and results of operations; and other risks and uncertainties indicated from time to time in Vicarious Surgical’s filings with the SEC. Vicarious Surgical cautions that the foregoing list of factors is not exclusive. The company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Vicarious Surgical does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Investor Contact
Kaitlyn Brosco
Vicarious Surgical
Kbrosco@vicarioussurgical.com

Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com

Media Inquiries
media@vicarioussurgical.com

Cover	Jan. 25, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2024
Entity File Number	001-39384
Entity Registrant Name	VICARIOUS SURGICAL INC.
Entity Central Index Key	0001812173
Entity Tax Identification Number	87-2678169
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	78 Fourth Avenue
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	617
Local Phone Number	868-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RBOT
Security Exchange Name	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	RBOT WS
Security Exchange Name	NYSE