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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):
June 10, 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)) |
| ☐ | 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 8.01 Other Events
On June 10, 2024, Vicarious Surgical Inc.
(the “Company”) issued a press release announcing that the Company's Board of Directors approved effecting a reverse stock
split, as approved by the Company’s shareholders at the Company’s annual shareholder meeting held on June 10, 2024, and fixed
a ratio for the reverse stock split at one-for-thirty (1-for-30). A copy of this press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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: June 10, 2024
3
Exhibit 99.1
Vicarious Surgical Announces Reverse Stock Split
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
lives through the transformation of surgical robotics, today announced it will effect a 1-for-30 reverse stock split of the Company’s
issued and outstanding Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share.
The reverse stock split was approved by Vicarious Surgical’s
shareholders at the Company’s annual shareholder meeting held on June 10, 2024, with the final ratio determined by the Company’s
Board of Directors within the ratio range authorized by shareholders. The reverse split is primarily intended to increase the Company’s
per share trading price and bring the Company into compliance with the New York Stock Exchange’s listing requirement regarding minimum
share price.
The Company anticipates that the 1-for-30 reverse stock split will
be effective as of 4:15 p.m. on June 12, 2024 and the Company’s Class A common stock will open for trading through the New York Stock
Exchange on a post-split basis on June 13, 2024 under the Company’s existing trading symbol “RBOT”. The new CUSIP number for
the Class A common stock following the reverse stock split will be 92561V208. The Company’s publicly-traded warrants will continue
to be traded under the symbol “RBOT WS” and the CUSIP identifier for the warrants will remain unchanged.
At the time of the reverse stock split, every 30 shares of the Company’s
common stock issued and outstanding will be combined into 1 share of common stock issued and outstanding, with no change to the par value
of $0.0001 per share. This will reduce the number of shares of Class A common stock issued and outstanding from approximately 156,762,690
to approximately 5,225,423 and the number of shares of Class B common stock issued and outstanding from approximately 19,619,760 to approximately
653,992. The total authorized number of shares of common stock will remain the same.
No fractional shares will be issued in connection with the reverse
stock split. Each stockholder who would otherwise be entitled to receive a fraction of a share of Vicarious Surgical’s common stock
will be entitled to receive cash. All outstanding options, warrants, restricted stock units, and similar securities entitling their holders
to receive or purchase shares of common stock will be adjusted as a result of the reverse stock split, as required by the terms of each
security, and the number of shares of common stock available for issuance under the Company’s equity incentive plans will be adjusted
in accordance with the terms of each plan.
Prior to the reverse stock split, the Company has outstanding (i) publicly
issued warrants listed on the New York Stock Exchange to purchase a total of 17,248,601 shares of Class A common stock (the “public
warrants”) and (ii) privately placed warrants to purchase a total of 10,400,000 shares of Class A common stock (the “private
placement warrants” and, together with the public warrants, the “Warrants”), with each whole Warrant being exercisable
to purchase one share of Class A common stock at $11.50 per share. After giving effect to the reverse stock split, the Warrants will be
exercisable for a total of approximately 921,620 shares of Class A common stock with an exercise price of $345.00 per share.
The reverse stock split will affect all stockholders uniformly and
will not alter any stockholder’s percentage ownership interest in the Company, except for adjustments that may result from the treatment
of fractional shares.
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 theCompany’s intention to regain compliance with the New York Stock Exchange’s listing requirement
regarding minimum share price, 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
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