See accompanying notes to these condensed consolidated
financial statements.
See accompanying notes to these condensed consolidated
financial statements.
See accompanying notes to these condensed consolidated
financial statements.
See accompanying notes to these condensed consolidated
financial statements.
1. |
NATURE OF BUSINESS AND BASIS OF PRESENTATION |
Nature of Business
Vicarious Surgical Inc. (including its subsidiaries, “Vicarious”
or the “Company”) was originally incorporated in the Cayman Islands as a special purpose acquisition company under the name
D8 Holdings Corp. (“D8”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving D8 and one or more businesses. On September 17, 2021, the Company consummated
the transaction (the “Closing”) contemplated by the Agreement and Plan of Merger, dated as of April 15, 2021 (the “Business
Combination Agreement”), by and among D8, Snowball Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of D8 (“Merger
Sub”), and Vicarious Surgical Inc., a Delaware corporation incorporated in the State of Delaware on May 1, 2014 (“Legacy Vicarious
Surgical”). The Company is headquartered in Waltham, Massachusetts.
Pursuant to the terms of the Business Combination Agreement,
a business combination between D8 was effected through the merger of Merger Sub with and into Legacy Vicarious Surgical, with Legacy Vicarious
Surgical surviving as a wholly owned subsidiary of D8 (the “Merger,” and collectively with the other transactions described
in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, D8 changed its named to Vicarious
Surgical Inc. and Legacy Vicarious Surgical changed its name to Vicarious Surgical US Inc.
The Company is currently developing its virtual reality
surgical system using proprietary human-like surgical robots and virtual reality to transport surgeons inside the patient to perform minimally
invasive surgical procedures.
The accompanying condensed consolidated financial statements
are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any
reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP.
Unless otherwise indicated or the context otherwise requires,
references in this Quarterly Report on Form 10-Q to the “Company” and “Vicarious Surgical” refer to the consolidated
operations of Vicarious Surgical Inc. References to “D8” refer to the Company prior to the consummation of the Business Combination
and references to “Legacy Vicarious Surgical” refer to Vicarious Surgical Inc. prior to the consummation of the Business Combination.
Legacy Vicarious Surgical was deemed to be the accounting
acquirer in the Business Combination. The determination was primarily based on Legacy Vicarious Surgical’s stockholders having a
majority of the voting power in the combined Company, Legacy Vicarious Surgical having the ability to appoint a majority of the Board
of Directors of the Company, Legacy Vicarious Surgical’s existing management team comprising the senior management of the combined
Company, Legacy Vicarious Surgical comprising the ongoing operations of the combined Company and the combined Company assuming Vicarious
Surgical’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Vicarious
Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost,
with no goodwill or other intangible assets recorded.
While D8 was the legal acquirer in the Business Combination,
because Legacy Vicarious Surgical was deemed the accounting acquirer, the historical financial statements of Legacy Vicarious Surgical
became the historical financial statements of the combined Company upon the consummation of the Business Combination. As a result, the
financial statements included in this report reflect (i) the historical operating results of Legacy Vicarious Surgical prior to the Business
Combination; (ii) the combined results of D8 and Legacy Vicarious Surgical following the close of the Business Combination; (iii) the
assets and liabilities of Legacy Vicarious Surgical at their historical cost; and (iv) the Legacy Vicarious Surgical’s equity structure
for all periods presented, as affected by the recapitalization presentation.
In accordance with guidance applicable to these circumstances,
the equity structure has been restated in all comparable periods up to September 17, 2021, to reflect the number of shares of the Company’s
common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination.
As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding
convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the Business Combination have been retroactively
restated as shares reflecting the exchange ratio of 3.29831 (the “Exchange Ratio”) established in the Business Combination.
Legacy Vicarious Surgical’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted
into common stock and reclassified to permanent as a result of the reverse recapitalization.
Basis of Presentation
The accompanying condensed consolidated financial statements
are unaudited and have been prepared in conformity with US GAAP and pursuant to regulations of the U.S. Securities and Exchange Commission
(“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the condensed
consolidated financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to such rules and regulations.
Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and
accompanying notes for the years ended December 31, 2021 and 2020. The condensed consolidated balance sheet as of December 31,
2021, included herein, was derived from the audited consolidated financial statements of the Company.
The condensed consolidated financial statements, in the
opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial
position as of September 30, 2022, our results of operations, and stockholders’ equity for the three and nine-month periods
ended September 30, 2022 and 2021, and our cash flows for the nine-month periods ended September 30, 2022 and 2021. The operating results
for the three and nine-month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for the
year ending December 31, 2022 or for any interim period or for any other future year.
Principles of Consolidation
The accompanying condensed consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated
in consolidation.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The accompanying condensed consolidated financial statements
reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed
consolidated financial statements and notes.
Use of Estimates
The preparation of financial statements in conformity with
US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the
reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern,
depreciation of property and equipment, fair value of financial instruments, and contingencies. Actual results may differ from those estimates.
Fair Value of Financial Instruments
US GAAP requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework
provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used,
when available. The three levels of the fair value hierarchy are described as follows:
Level 1—Inputs to the valuation
methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2—Inputs to the valuation
methodology include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets
and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs
that are derived from, or corroborated by, observable market data by correlation or other means.
Level 3—Inputs to the valuation
methodology are unobservable and significant to the fair value measurement.
The carrying values of prepaid expenses, right of use assets,
accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments.
The fair value of the Company’s publicly traded warrants
(the “Public Warrants”) was determined from their trading value on public markets. The fair value of the Company’s warrants
sold in a private placement (the “Private Placement Warrants”) was calculated using the Black-Scholes option pricing model
since these instruments do not have the early redemption feature.
Cash and Cash Equivalents
Cash and cash equivalents consist of checking accounts and
money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase
to be cash equivalents.
Restricted Cash
The Company has an agreement to maintain a cash balance
of $936 and $1,055 at September 30, 2022 and December 31, 2021, respectively as collateral for letters of credit related to the Company’s
lease. The balance is classified as long-term on the Company’s balance sheets as the lease period ends in March 2032.
Short-Term Investments
All of the Company’s investments, which consist of
certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the three
and nine-month periods ended September 30, 2022 or for the year ended December 31, 2021. The Company holds no short-term investments as
of September 30, 2022.
Concentrations of Credit Risk and Off-Balance-Sheet Risk
The Company has no significant off-balance-sheet risk, such
as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose
the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents
principally with accredited financial institutions of high-credit standing.
Warrant Liabilities
The Company does not use derivative instruments to hedge
its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including
issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
As part of the Business Combination, the Company assumed
17,249,991 Public Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 10,400,000 Private
Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40.
Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrant liability to fair value at each
reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value
is recognized in the statement of operations. The fair value of Public Warrants was determined from their trading value on public markets.
The fair value of Private Placement Warrants was calculated using the Black-Scholes option pricing model since these instruments do not
have the early redemption feature.
Property and Equipment
Property and equipment are recorded at cost. Expenditures
for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation
are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated
using the straight-line method over the estimated useful lives of the related assets.
Impairment of Long-Lived Assets
The Company continually evaluates whether events or circumstances
have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying
value of these assets may be impaired. The Company does not believe that any events have occurred through September 30, 2022, that
would indicate its long-lived assets are impaired.
Leases
Prior to January 1, 2022, the Company accounted for leases
under Accounting Standards Codification (“ASC”) 840, Leases (“ASC 840”). The Company recorded monthly rent
expense on a straight-line basis, equal to the total of the payments due over the lease term, divided by the number of months of the lease
term. The difference between rent expense recorded and the amount paid was charged to deferred rent.
Effective January 1, 2022, the Company adopted Accounting
Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC 842”), using the modified retrospective transition
method. Under this method, financial statements for reporting periods after adoption are presented in accordance with ASC 842 and prior-period
financial statements continue to be presented in accordance with ASC 840, the accounting standard originally in effect for such periods.
The adoption of ASC 842 requires lessees to record a lease
liability which is initially measured at the present value of all future lease payments, and a right-of-use asset, associated with operating leases,
is recorded on the Company’s balance sheet. The standard also requires a single lease expense to be recognized within the statement
of operations on a straight-line basis over the lease term. The effects of the Company’s January 1, 2022 adoption of ASC 842 resulted
in the Company recording lease liabilities and right-of-use assets associated with its operating leases on its consolidated
balance sheet and did not have any effect on the consolidated statement of operations or consolidated statement of cash flows.
As part of the adoption of ASC 842, the Company elected
to use the package of practical expedients permitted under the transition guidance. As a result, the Company did not reassess (i) whether
any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or
(iii) initial direct costs for any existing leases. For each asset class and the related lease agreements in which the Company is
the lessee that include lease and non-lease components, the Company made an election about the use of the practical expedient on all leases entered
into or modified after January 1, 2022 to combine lease and non-lease components. Additionally, the Company elected to not record
on the balance sheet leases with a term of twelve months or less.
Guarantees and Indemnifications
As permitted under Delaware law, the Company indemnifies
its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or
position held at, the Company. Through September 30, 2022, the Company had not experienced any losses related to these indemnification
obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations
and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established.
Research and Development
Research and development costs are expensed in the period
incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and web services, legal, raw
materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to
be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the
services are provided or when the goods are consumed.
Stock-Based Compensation
The Company accounts for all stock-based compensation, including
stock options, restricted stock units (“RSUs”) and other forms of equity issued as compensation for services, at fair value
and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period,
which is generally the vesting period of the respective award.
The fair value of the Company’s stock options on the
date of grant is determined by a Black-Scholes option pricing model utilizing key assumptions such as stock price, expected volatility
and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock,
historical data, peer company data and judgment regarding future trends. Prior to becoming a publicly traded company, the fair value of
the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including
the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance,
the status of technological developments within the Company’s proposed products, the illiquid nature of the common stock, arm’s
length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of
the preferred stockholders, and the prospects of a liquidity event, among others, as the Company’s common stock was not actively
traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock.
The fair market value of RSUs is based on the closing stock
price on the grant date.
Income Taxes
The Company accounts for income taxes under the asset and
liability method pursuant to ASC 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company
determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets
and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent
that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management
considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected
future taxable income, tax-planning strategies, and results of recent operations.
The Company provides reserves for potential payments of
taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax
benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount
recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain
tax positions are recorded as a component of income tax expense.
Net Income/(Loss) Per Share
Basic net income/(loss) per share attributable to common
stockholders is computed by dividing the net income/(loss) attributable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted net income/(loss) per share attributable to common stockholders is computed by dividing the
net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including
potential dilutive common stock. For purpose of this calculation, outstanding stock options, restricted stock units and stock warrants
are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive.
Accordingly, in periods in which the Company reports a net
loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable
to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable
to common stockholders, since dilutive common shares are not assumed to be outstanding when their effect is anti-dilutive.
Comprehensive Income/(Loss)
There were no differences between net income/(loss) and
comprehensive income/(loss) presented in the statements of operations for the three and nine-month periods ended September 30, 2022 and
2021.
Segments
Operating segments are identified as components of an enterprise
about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”)
in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer.
The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s
singular concentration is focused on the development of its virtual reality surgical system.
Emerging Growth Company Status
The Company is an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company
is provided the option to adopt new or revised accounting standards that may be issued by Financial Accounting Standards Board (“FASB”)
or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time
periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within
the same time periods as private companies so long as we qualify as an emerging growth company. Accordingly, the information contained
herein may be different than the information you receive from other public companies.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial
Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU No. 2016-13 requires
measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU No. 2016-13 within
ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and
Hedging, and Topic 825, Financial Instruments. This update is effective for entities other than public business entities, including
emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is
not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2022. The Company
is currently evaluating the impact that ASU No. 2016-13 will have on the financial statements and related disclosures.
As discussed in Note 1, “Nature of Business and Basis
of Presentation,” on September 17, 2021, the Company and D8 consummated the Business Combination with Legacy Vicarious Surgical
surviving the Merger as a wholly-owned subsidiary of D8. Upon the Closing, each share of Legacy Vicarious Surgical issued and outstanding
held by stockholders other than the initial founders of Legacy Vicarious Surgical was automatically cancelled and extinguished and converted
into the right to the number of shares of the Company’s Class A common stock equal to the Exchange Ratio, and each share of Legacy
Vicarious Surgical issued and outstanding held by the initial founders of Legacy Vicarious Surgical was automatically cancelled and extinguished
and converted into the right to the number of shares of the Company’s Class B common stock equal to the Exchange Ratio.
Upon the Closing, D8’s certificate of incorporation
was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 143,931,076
shares, of which 124,141,216 were designated as Class A common stock and 19,789,860 were designated as Class B common stock both having
a par value of $0.0001 per share.
In connection with the execution of the definitive agreement
for the Business Combination, D8 entered into separate subscription agreements (each a “Subscription Agreement”) with a number
of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and D8 agreed to sell to the Subscribers,
an aggregate of 14,200,000 shares of the Company’s Class A common stock, for a purchase price of $10.00 per share and an aggregate
purchase price of $142,000, in a private placement pursuant to the Subscription Agreements (the “PIPE financing”). The PIPE
financing closed simultaneously with the consummation of the Business Combination.
The Business Combination is accounted for as a reverse recapitalization
in accordance with US GAAP. Under this method of accounting, D8 was treated as the “acquired” company for financial accounting
purposes. See Note 1, “Nature of Business and Basis of Presentation” for further details. Accordingly, for accounting purposes,
the Business Combination was treated as the equivalent of Vicarious Surgical issuing stock for the net assets of D8, accompanied by a
recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded.
The following table reconciles the elements of the Business
Combination to the statement of cash flows and the statement of changes in equity for the year ended December 31, 2021.
| |
Recapitalization | |
Cash - D8’s trust and cash (net of redemptions) | |
$ | 77,993 | |
Cash - PIPE financing | |
| 142,000 | |
Less: Transaction costs and advisory fees | |
| (29,569 | ) |
Net proceeds from reverse recapitalization | |
| 190,424 | |
Less: Warrant liabilities assumed | |
| (93,110 | ) |
Net assets and liabilities assumed in reverse recapitalization | |
$ | 97,314 | |
The number of shares of common stock issued immediately
following the consummation of the Business Combination was as follows:
| |
Number of Shares | |
Common stock, outstanding prior to the Business Combination | |
| 34,500,000 | |
Less: Redemption of D8 shares | |
| (26,745,028 | ) |
D8 Public Shares | |
| 7,754,972 | |
D8 Sponsor Shares | |
| 8,625,000 | |
Shares issued in PIPE financing | |
| 14,200,000 | |
Business combination and PIPE financing shares | |
| 30,579,972 | |
Legacy Vicarious Surgical shares (1) | |
| 88,042,340 | |
Total shares of common stock immediately after Business Combination | |
| 118,622,312 | |
(1) | The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
4. |
PROPERTY AND EQUIPMENT, NET |
Property and equipment, net consist of the following:
| |
Estimated | |
September 30, | | |
December 31, | |
| |
Useful Lives | |
2022 | | |
2021 | |
Machinery and equipment | |
3 to 5 years | |
$ | 1,515 | | |
$ | 957 | |
Furniture and fixed assets | |
3 to 7 years | |
| 694 | | |
| 186 | |
Computer hardware and software | |
3 years | |
| 798 | | |
| 259 | |
Leasehold improvements | |
Lesser of lease term or asset life | |
| 4,227 | | |
| 1,432 | |
Total property and equipment | |
| |
| 7,234 | | |
| 2,834 | |
Less accumulated depreciation | |
| |
| (1,293 | ) | |
| (584 | ) |
Property and equipment, net | |
| |
$ | 5,941 | | |
$ | 2,250 | |
In connection with the Waltham lease, the Company received
$840 in May 2021 related to leasehold improvements funded by its landlord. These leasehold improvements are being depreciated over the
shorter of the lease term or each asset’s life. The $840 paid to vendors by the landlord was included in leasehold improvements.
In connection with the Waltham lease that was amended in
October 2021, the Company received $1,200 in August 2022 related to leasehold improvements funded by its landlord. These leasehold improvements
are being depreciated over the shorter of the lease term or each asset’s life. The $1,200 was included in leasehold improvements.
Depreciation expense for the three and nine-month periods
ended September 30, 2022 was $338 and $709, respectively. Depreciation expense for the three and nine-month periods ended September 30,
2021 was $84 and $190, respectively. Depreciation expense for the year ended December 31, 2021 was $316. Machinery with a gross value
of $232 was acquired for cash of $47 and equipment loans of $185 in 2019. This machinery had accumulated amortization of $198 and $155
at September 30, 2022 and December 31, 2021, respectively.
5. |
FAIR VALUE MEASUREMENTS |
The following fair value hierarchy table presents information
about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs
the Company utilized to determine such fair value:
| |
September 30, 2022 | |
| |
Quoted Prices | | |
| | |
| | |
| |
| |
in Active | | |
Significant | | |
| | |
| |
| |
Markets for Identical
Items | | |
Other observable Inputs | | |
Significant Unobservable Inputs | | |
| |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Money market funds | |
$ | 125,217 | | |
$ | — | | |
$ | — | | |
$ | 125,217 | |
Total assets | |
$ | 125,217 | | |
$ | — | | |
$ | — | | |
$ | 125,217 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities - public warrants | |
$ | 7,761 | | |
$ | — | | |
$ | — | | |
$ | 7,761 | |
Warrant liabilities - private warrants | |
| — | | |
| — | | |
| 6,968 | | |
| 6,968 | |
Total liabilities | |
$ | 7,761 | | |
$ | — | | |
$ | 6,968 | | |
$ | 14,729 | |
| |
December 31, 2021 | |
| |
Quoted Prices | | |
| | |
| | |
| |
| |
in Active | | |
Significant | | |
| | |
| |
| |
Markets for Identical
Items | | |
Other observable Inputs | | |
Significant Unobservable Inputs | | |
| |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Money market funds | |
$ | 171,196 | | |
$ | — | | |
$ | — | | |
$ | 171,196 | |
Total assets | |
$ | 171,196 | | |
$ | — | | |
$ | — | | |
$ | 171,196 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities - public warrants | |
$ | 37,085 | | |
$ | — | | |
$ | — | | |
$ | 37,085 | |
Warrant liabilities - private warrants | |
| — | | |
| — | | |
| 52,936 | | |
| 52,936 | |
Total liabilities | |
$ | 37,085 | | |
$ | — | | |
$ | 52,936 | | |
$ | 90,021 | |
Money market funds are classified as cash and cash equivalents.
The fair value of Public Warrants was determined from their
value trading on the public markets.
The fair value of Private Placement Warrants was calculated
using the Black-Scholes option pricing model. The significant assumptions used in the model were the Company’s stock price, exercise
price, expected term, volatility, interest rate, and dividend yield.
For the three months ended September 30, 2022, the Company
recognized a loss to the statement of operations resulting from an increase in the fair value of liabilities of $3,038 presented as a
change in fair value of warrant liabilities on the accompanying statement of operations. For the nine months ended September 30, 2022,
the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $75,291 presented
as a change in fair value of warrant liabilities on the accompanying statement of operations.
For the three months ended September 30, 2021, the Company
recognized a loss to the statement of operations resulting from an increase in the fair value of liabilities of approximately $36,532
presented as a change in fair value of warrant liabilities on the accompanying statement of operations.
The Company estimates the volatility of its warrants based
on implied volatility from the Company’s Public Warrants and from historical volatility of select peer companies’ common stock
that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield
curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed
to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates
remaining at zero.
The following table provides quantitative information regarding
the inputs used in determining the fair value of the Company’s Level 3 liabilities:
| |
As of | | |
As of | |
Private Placement Warrants | |
September 30, 2022 | | |
December 31, 2021 | |
Volatility | |
| 62.0 | % | |
| 60.0 | % |
Stock price | |
$ | 3.35 | | |
$ | 10.62 | |
Expected life of options to convert | |
| 4.0 years | | |
| 4.7 years | |
Risk-free rate | |
| 4.2 | % | |
| 1.2 | % |
Dividend yield | |
| 0.00 | % | |
| 0.00 | % |
The following table
shows the change in number and value of the warrants since December 31, 2021:
| |
Public | | |
Private | | |
Total | |
| |
Shares | | |
Value | | |
Shares | | |
Value | | |
Shares | | |
Value | |
December 31, 2021 | |
| 17,248,621 | | |
$ | 37,085 | | |
| 10,400,000 | | |
$ | 52,936 | | |
| 27,648,621 | | |
$ | 90,021 | |
Exercised | |
| (20 | ) | |
| (0 | ) | |
| — | | |
| — | | |
| (20 | ) | |
| (0 | ) |
Change in value | |
| — | | |
$ | (22,769 | ) | |
| — | | |
$ | (37,960 | ) | |
| — | | |
$ | (60,728 | ) |
March 31, 2022 | |
| 17,248,601 | | |
$ | 14,316 | | |
| 10,400,000 | | |
$ | 14,976 | | |
| 27,648,601 | | |
$ | 29,292 | |
Exercised | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Change in value | |
| — | | |
$ | (8,969 | ) | |
| — | | |
$ | (8,632 | ) | |
| — | | |
$ | (17,601 | ) |
June 30, 2022 | |
| 17,248,601 | | |
$ | 5,347 | | |
| 10,400,000 | | |
$ | 6,344 | | |
| 27,648,601 | | |
$ | 11,691 | |
Exercised | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Change in value | |
| — | | |
$ | 2,414 | | |
| — | | |
$ | 624 | | |
| — | | |
$ | 3,038 | |
September 30, 2022 | |
| 17,248,601 | | |
$ | 7,761 | | |
| 10,400,000 | | |
$ | 6,968 | | |
| 27,648,601 | | |
$ | 14,729 | |
6. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
The following table summarizes
the Company’s components of accrued expenses and other current liabilities:
| |
As of | |
| |
September 30, 2022 | | |
December 31, 2021 | |
Compensation and benefits related | |
$ | 4,884 | | |
$ | 3,233 | |
Professional services and other | |
| 483 | | |
| 865 | |
Accrued expenses | |
$ | 5,367 | | |
$ | 4,098 | |
Term Loan
In October 2020, the Company entered into a term loan agreement
that provided the Company with the ability to borrow up to $3,500 with any amounts borrowed becoming due on April 1, 2024. The loan consisted
of up to two tranches; a $1,500 tranche which became available to the Company upon the close of the loan agreement in October 2020 and
was available to the Company to draw through March 31, 2021 and a second tranche of $2,000 which became available to the Company through
September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical
robot. Although the milestone was achieved, the Company chose not to draw down the $2,000 tranche.
The term loan was interest-only through September 30, 2021,
at which time the Company made the first of 30 equal monthly payments of principal plus interest. The term loan bears interest at a floating
rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the
maturity of the loan or its termination included a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual
rate of 5.98% to be paid to the lender. The term loan had prepayment fees if the Company elected to repay such loan prior to it becoming
due, which penalties varied based upon the time remaining before the term loan was due. If the Company had repaid the term loan prior
to the first anniversary of the term loan closing, it would have been required to pay a prepayment fee of 3% of the outstanding principal
balance.
The loan had no financial covenants but did contain monthly
reporting requirements and gave the lender a first priority lien on all Company assets. In March 2021, the Company borrowed the first
tranche of $1,500. The outstanding balance of the term loan was $900 and $1,350 at September 30, 2022 and December 31, 2021, respectively.
In October 2022, the Company paid off the entire term loan
balance. As the Company chose to repay the term loan prior to the second anniversary of the term loan closing, a prepayment fee of 2%
of the outstanding principal balance applied.
Deferred Financing Costs
In connection with the term loan, the Company incurred $100
in expenses, inclusive of the warrant expense, which are netted against the long-term portion of the term loan proceeds. The Company is
amortizing these costs over the life of the borrowing. In the three and nine-month periods ended September 30, 2022, $8 and $25, respectively
of capitalized costs were amortized to interest expense. In the three and nine-month periods ended September 30, 2021, $8 and $17, respectively
of capitalized costs were amortized to interest expense.
Common Stock Warrant
In connection with the term loan, the Company issued the
lender a warrant to purchase 254,794 shares of common stock at $0.41 per share. The fair value of the common stock warrant was $0.33
per share at the grant date, and the Company recorded a total of $85 in deferred financing costs associated with the warrant issuances
which are netted against the long-term portion of the term loan proceeds. At the time of the Company’s recapitalization, the lender
elected to cashless exercise the warrants resulting in the net issuance of 146,577 shares of Class A common stock. The remaining 108,217
warrants were cancelled as the Company elected not to draw down the second tranche.
Equipment Loans
In March 2019, the Company entered into two equipment loans
with a vendor for the purchase of manufacturing machinery. The equipment loans had an aggregate principal balance of $185 at inception,
with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery.
The equipment loans are collateralized by the underlying machinery. As of September 30, 2022 and December 31, 2021, the aggregate outstanding
principal balance of the equipment loans was $0 and $16, respectively, net of current portions of $28 and $47, respectively.
The following table represents the future payments required
under the noncancellable equipment agreements and includes interest of $2:
Years Ended December 31, | |
| |
2022, remaining
three months | |
$ | 13 | |
2023 | |
| 17 | |
Total future equipment payments | |
$ | 30 | |
8. |
COMMITMENTS AND CONTINGENCIES |
Legal Proceedings—From time to time, the Company may
face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss
amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses
accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings.
On January 1, 2022, the Company adopted Accounting Standards
Update (“ASU”) 2016-02 and all subsequent amendments, collectively codified in ASC Topic 842, “Leases” (“Topic
842”). The guidance requires modified retrospective adoption, either at the beginning of the earliest period presented or at the
beginning of the period of adoption. We elected to apply the guidance at the beginning of the period of adoption and recorded right-of-use
(ROU) leased assets of $14,302. In conjunction with this, we recorded lease liabilities, which had been discounted at our incremental
borrowing rates, of $15,933. The impact of our adoption of Topic 842 on our current and deferred income taxes was immaterial. The adoption
of ASC 842 had no effect on retained earnings.
The Company leases its office facility under a noncancelable
operating lease agreement that expires in March 2032. Rent expense for the three and nine-month periods ended September 30, 2022 was $545
and $1,675, respectively. Rent expense for the three and nine-month periods ended September 30, 2021 was $392 and $906, respectively.
Rent expense for the year ended December 31, 2021 was $1,447.
A summary of the components of lease costs for the Company
under ASC 842 for the nine months ended September 30, 2022 and under ASC 840 for the nine months ended September 30, 2021 were as follows:
| |
September 30, | |
Lease costs | |
2022 | | |
2021 | |
Operating lease costs | |
$ | 1,675 | | |
$ | 906 | |
Total lease costs | |
$ | 1,675 | | |
$ | 906 | |
Supplemental disclosure of cash flow information related
to leases was as follows:
| |
September 30, | |
| |
2022 | |
Cash paid | |
$ | 1,156 | |
Cash received | |
$ | (1,200 | ) |
Total cash received for amounts included in the measurement of operating lease liabilities (operating cash flows) | |
$ | (44 | ) |
The weighted-average remaining lease term and discount rate
were as follows:
| |
September 30, | |
| |
2022 | |
Weighted-average remaining lease term (in years) | |
| 9.5 | |
Weighted-average discount rate | |
| 8.74 | % |
The following table presents the maturity of the Company’s
operating lease liabilities as of September 30, 2022:
Years Ended December 31, | |
| |
2022,
remaining three months ended December 31,2022 | |
$ | 488 | |
2023 | |
| 2,162 | |
2024 | |
| 2,286 | |
2025 | |
| 2,358 | |
2026 | |
| 2,430 | |
Thereafter | |
| 13,931 | |
Total future minimum lease payments | |
$ | 23,655 | |
Less imputed interest | |
| (7,839 | ) |
Carrying value of lease liabilities | |
$ | 15,816 | |
For the three and
nine-month periods ended September 30, 2022 and for the year ended December 31, 2021, the Company did not record a tax provision as the
Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets.
Authorized Shares
At September 30, 2022, the Company’s authorized
shares consisted of 300,000,000 shares of Class A common stock, $0.0001 par value; and 22,000,000 shares of Class B common stock,
$0.0001 par value; and 1,000,000 shares of preferred stock, par value of $0.0001 per share.
Legacy Vicarious Surgical Preferred Stock
In connection with the Business Combination, Legacy Vicarious
Surgical’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”), previously classified as mezzanine was
retroactively adjusted, converted into Class A common stock, and reclassified to permanent equity as a result of the Business Combination.
As of September 30, 2022, there were no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes
details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination:
| |
Prior to Business Combination | |
| |
Shares | | |
| |
Legacy Convertible Preferred Stock | |
Authorized | | |
Issued and Outstanding | | |
Preferred Stock | |
Series A Legacy Convertible Preferred Stock, $0.0001 par value | |
| 16,740,853 | | |
| 16,740,854 | | |
$ | 6,477 | |
Series A1 Legacy Convertible Preferred Stock, $0.0001 par value | |
| 26,107,321 | | |
| 26,107,321 | | |
| 16,678 | |
Series A2 Legacy Convertible Preferred Stock, $0.0001 par value | |
| 10,036,853 | | |
| 10,036,853 | | |
| 9,995 | |
Series A3 Legacy Convertible Preferred Stock, $0.0001 par value | |
| 18,267,057 | | |
| 13,665,901 | | |
| 13,520 | |
Total | |
| 71,152,084 | | |
| 66,550,929 | | |
$ | 46,670 | |
Common Stock
Classes of Common Stock
Class A common stock receives one vote per share. Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available
for such purposes. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of
Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to
prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding,
if any.
Class B common stock receives 20 votes per share and converts
into Class A at a one-to-one conversion rate per share. Holders of Class B common stock will share ratably together with each holder of
Class A common stock, if and when any dividend is declared by the board of directors. Holders of Class B common stock have the right to
convert shares of their Class B common stock into fully paid and non-assessable shares of Class A common stock, on a one-to-one basis,
at the option of the holder at any time. Upon the occurrence of certain events, holders of Class B common stock automatically convert
into Class A common stock, on a one-to-one basis. In the event of any voluntary or involuntary liquidation, dissolution or winding up
of our affairs, the holders of Class B common stock are entitled to share ratably in all assets remaining after payment of our debts and
other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the
Class B common stock, then outstanding, if any.
Restricted Stock Agreements — In 2014,
the Company issued 19,789,860 shares of Legacy Class A common stock to the initial founders of the Company at par that contained
a repurchase right by the Company at the lesser of the original purchase price of $0.0001 per share or the then current fair value of
the share, which lapsed over a four-year period. In 2016 and 2018, these shares were amended with respect to the lapse of the repurchase
rights, such that beginning as of January 2018 60% percent of the shares were vested and the remaining shares vest over a thirty-six-month
period.
As of January 30, 2021, the shares were fully vested and
on September 17, 2021, in connection with the Business Combination, the shares were converted to Class B common stock.
In 2021, subsequent
to the Business Combination, the Company issued 749,691 RSUs of Class A common stock to employees and members of the board of directors.
The RSUs vest over a four-year period. The activity for common stock subject to vesting for the nine months ended September 30, 2022,
is as follows:
| |
Shares Subject to Vesting | | |
Weighted Average Grant Date Fair Value | |
Balance of unvested shares - January 1, 2022 | |
| 698,051 | | |
$ | 12.54 | |
Granted | |
| 84,744 | | |
$ | 5.81 | |
Vested | |
| (56,716 | ) | |
$ | 11.86 | |
Balance of unvested shares - March 31, 2022 | |
| 726,079 | | |
$ | 11.81 | |
Granted | |
| 2,972,796 | | |
$ | 3.84 | |
Vested | |
| (103,749 | ) | |
$ | 11.27 | |
Balance of unvested shares - June 30, 2022 | |
| 3,595,126 | | |
$ | 5.23 | |
Granted | |
| 111,188 | | |
$ | 4.33 | |
Vested | |
| (304,335 | ) | |
$ | 5.66 | |
Forfeited | |
| (18,377 | ) | |
$ | 11.72 | |
Balance of unvested shares - September 30, 2022 | |
| 3,383,602 | | |
$ | 5.13 | |
Total stock-based
compensation related to RSUs during the three and nine-month periods ended September 30, 2022 was $1,729 and $3,856, respectively. As
of September 30, 2022, the total unrecognized stock-based compensation expense related to unvested RSUs aggregated $16,731 and is expected
to be recognized over a weighted average period of 3.32 years. The aggregate intrinsic value of RSUs granted during the nine months ended
September 30, 2022 and 2021, was $10,615 and $0, respectively. The aggregate intrinsic value of RSU’s vested during the nine months
ended September 30, 2022 was $1,623. The aggregate intrinsic value of RSUs outstanding at September 30, 2022 was $11,335.
Preferred Stock
Preferred stock shares authorized may be issued from time
to time in one or more series, with each series terms, voting, dividend, conversion, redemption, liquidation and other rights to be determined
by the Board of Directors at the time of issuance. As of September 30, 2022, there were no shares of preferred stock issued and outstanding.
Warrants
In D8’s initial public offering, on July 17, 2020
it sold units at a price of $10.00 per unit, which consisted of one D8 Class A ordinary share, $0.0001 par value, and one-half of a redeemable
Public Warrant. On July 17, 2020, simultaneously with the closing of its initial public offering, D8 consummated the private placement
of 8,000,000 Private Placement Warrants, each exercisable to purchase one D8 Class A ordinary share at $11.50 per share, at a price of
$1.00 per Private Placement Warrant. On July 24, 2020, simultaneously with the sale of D8’s over-allotment units, D8 consummated
a private sale of an additional 900,000 Private Placement Warrants. In connection with the Business Combination, 1,500,000 additional
Private Placement Warrants were issued upon conversion of D8 working capital loans. In connection with the Business Combination, each
issued and outstanding D8 Class A ordinary share automatically converted into one share of Class A common stock. Each warrant is exercisable
to purchase one share of Class A common stock at $11.50 per share.
As of September 30, 2022, the Company had 17,248,601
Public Warrants and 10,400,000 Private Placement Warrants outstanding.
The Public Warrants became exercisable at $11.50 per share
30 days after the Closing. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even
if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company filed
a registration statement with the SEC that was declared effective as of October 22, 2021 covering the shares of Class A common stock issuable
upon exercise of the warrants and is maintaining a current prospectus relating to those shares of Class A common stock until the warrants
expire, are exercised or redeemed, as specified in the warrant agreement.
The warrants will expire five years after the completion
of a Business Combination or earlier upon redemption or liquidation.
Redemption of warrants when the price per share of Class
A common stock equals or exceeds $18.00. The Company may call the Public Warrants for redemption:
|
● |
in whole and not in part; |
|
● |
at a price of $0.01 per warrant; |
|
● |
upon a minimum of 30 days’ prior written notice of redemption; and |
|
● |
if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Redemption of warrants when the price per share of Class
A common stock equals or exceeds $10.00. The Company may call the Public Warrants for redemption:
|
● |
in whole and not in part; |
|
● |
at a price of $0.10 per warrant; |
|
● |
upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock; and |
|
● |
if, and only if, the last reported sale price of Class A common stock shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
The Private Placement Warrants are identical to the Public
Warrants underlying the Units sold in D8’s initial public offering, except that the Private Placement Warrants and the shares of
Class A common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted
transferees, (i) are not redeemable by the Company, (ii) could not (including the shares of Class A common stock issuable upon exercise
of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights.
If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants
will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
12. | Stock-based
Compensation |
2014 Plan — In 2014, Legacy Vicarious
Surgical adopted the Vicarious Surgical Inc. 2014 Stock Incentive Plan (the “2014 Plan”), which provided for the granting
of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants,
and advisors of Legacy Vicarious Surgical. Legacy Vicarious Surgical reserved 19,914,315 shares of common stock for issuance under
the 2014 Plan. The Legacy Vicarious Surgical board of directors administered the 2014 Plan and determined the specific terms of the awards.
The contractual term of options granted under the 2014 Plan was 10 years from the date of grant. In connection with the Business
Combination, the Company’s stockholders voted to approve the 2021 Plan, which terminated and replaced the 2014 Plan, and options
outstanding under the 2014 Plan were converted to options outstanding under the 2021 Plan. No additional awards will be granted under
the 2014 Plan and no shares remained available for issuance pursuant to future grants under the 2014 Plan as of September 30, 2022 and
December 31, 2021, respectively.
2021 Plan — In connection with the Closing,
the Company’s stockholders approved the Vicarious Surgical Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant
to which 6,590,000 shares of Class A common stock were reserved for future equity grants under the 2021 Plan and 11,794,074 shares of
Class A common stock were reserved for issuance under the 2021 Plan upon exercise of outstanding option awards assumed by the Company
in connection with the Business Combination. On June 1, 2022, the Company’s stockholders approved an amendment to the 2021 Plan,
which provides for the granting of up to 6,590,000 additional shares of Class A common stock under the 2021 Plan as determined by the
Board of Directors.
The 2021 Plan provides for the granting of incentive
and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and
advisors of the Company. Under the 2021 Plan, incentive and nonqualified stock options may be granted
at not less than 100% of the fair market value of the Company’s common stock on the date of grant. If an incentive stock option
is granted to an individual who owns more than 10% of the combined voting power of all classes of the Company’s capital stock, the
exercise price may not be less than 110% of the fair market value of the Company’s common stock on the date of grant and the
term of the option may not be longer than five years.
The 2021 Plan authorizes the Company to issue up to 24,974,074 shares
of common stock (either Class A or Class B) pursuant to awards granted under the 2021 Plan. The Board of Directors administers the 2021
Plan and determines the specific terms of the awards. The contractual term of options granted under
the 2021 Plan is not more than 10 years. The 2021 Plan will expire on April 13, 2031 or an earlier date approved by a vote of the
Company’s stockholders or Board of Directors.
During the nine months ended September 30, 2022 the Company
granted options to purchase 4,708,299 shares of Class A common stock, to employees and consultants with a fair value of $13,554. The fair
value was calculated using the Black-Scholes option-pricing model with the following assumptions:
| |
| Nine Months Ended
September 30, | |
| |
| 2022 | | |
| 2021 | |
Risk-free interest rate | |
| 1.95% - 3.01 | % | |
| 0.45% - 1.13 | % |
Expected term (in years) | |
| 5.52 - 6.07 | | |
| 5.20 - 6.11 | |
Dividend yield | |
| — | % | |
| — | % |
Expected volatility | |
| 68.87% - 70.26 | % | |
| 69.66% - 71.02 | % |
The risk-free interest rate assumption is based upon observed
interest rates appropriate for the term of the related stock options. The expected life of employee and non-employee stock options was
calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company
does not have sufficient history to use an alternative method to calculate an expected life for employees. The Company does not pay a
dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Company’s common stock was
determined based on an average of the historical volatility of a peer group of similar public companies.
At September 30, 2022, there was $25,745 of total gross
unrecognized stock-based compensation expense related to unvested stock options. The costs remaining as of September 30, 2022 are expected
to be recognized over a weighted-average period of 3.06 years.
Total stock-based compensation expense related to all of
the Company’s stock-based awards granted is reported in the statements of operations as follows:
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Research and development | |
$ | 743 | | |
$ | 144 | | |
$ | 1,742 | | |
$ | 400 | |
Sales and marketing | |
| 383 | | |
| 21 | | |
| 945 | | |
| 57 | |
General and administrative | |
| 2,523 | | |
| 201 | | |
| 6,019 | | |
| 535 | |
Total | |
$ | 3,649 | | |
$ | 366 | | |
$ | 8,706 | | |
$ | 992 | |
The Company plans to generally issue previously unissued
shares of common stock for the exercise of stock options.
There were 4,288,602 shares available for future equity
grants under the 2021 Plan at September 30, 2022.
The option activity of the 2021 Plan for the nine months
ended September 30, 2022, is as follows:
| |
| | |
Weighted Average Exercise | | |
Weighted Average Remaining Contractual Life | |
| |
Options | | |
Price | | |
(in years) | |
| |
| | |
| | |
| |
Outstanding at January 1, 2022 | |
| 12,009,768 | | |
$ | 2.92 | | |
| 7.76 | |
| |
| | | |
| | | |
| | |
Granted | |
| 4,708,299 | | |
| 4.52 | | |
| 9.66 | |
Exercised | |
| (2,110,961 | ) | |
| 0.38 | | |
| 2.10 | |
Forfeited | |
| (1,040,125 | ) | |
| 2.74 | | |
| — | |
Expired | |
| (10,994 | ) | |
| 1.90 | | |
| — | |
| |
| | | |
| | | |
| | |
Options vested and expected to vest at September 30, 2022 | |
| 13,555,987 | | |
$ | 3.89 | | |
| 8.34 | |
The weighted average grant date fair value of options granted
during the nine months ended September 30, 2022 and September 30, 2021 was $2.88 and $1.23, respectively. The aggregate intrinsic value
of options exercised during the nine months ended September 30, 2022 and September 30, 2021 was $9,927 and $3,616, respectively. The aggregate
intrinsic value of options outstanding at September 30, 2022 was $16,349.
Common Stock Reserved for Future Issuance
As of September 30, 2022 and December 31, 2021, the Company
has reserved the following shares of Class A common stock for future issuance (in thousands):
| |
As of | |
| |
September 30, | | |
December 31, | |
| |
2022 | | |
2021 | |
Common stock options outstanding | |
| 13,556 | | |
| 12,010 | |
Restricted stock units outstanding | |
| 3,384 | | |
| 698 | |
Shares available for issuance under the 2021 Plan | |
| 4,289 | | |
| 4,506 | |
Public warrants | |
| 17,249 | | |
| 17,249 | |
Private warrants | |
| 10,400 | | |
| 10,400 | |
Total shares of authorized Common Stock reserved for future issuance | |
| 48,878 | | |
| 44,863 | |
13. | EMPLOYEE
RETIREMENT PLAN |
The Company maintains the Vicarious Surgical Inc. 401(k) plan,
under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering all eligible employees. Employees of the Company
may participate in the 401(k) Plan after three months of service and must be 21 years of age. The Company offers company-funded matching
contributions which totaled $192 and $591 for the three and nine-month periods ended September 30, 2022, respectively. For the three and
nine-month periods ended September 30, 2021, the company-funded matching contributions were $110 and $278, respectively.
14. | Net
Income/(Loss) Per Share |
The Company computes basic income/(loss) per share using
net income/(loss) attributable to Vicarious Surgical Inc. common stockholders and the weighted-average number of common shares outstanding
during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options and stock-based awards
where the conversion of such instruments would be dilutive.
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Numerator for basic and diluted net loss per share: | |
| | |
| | |
| | |
| |
Net income/(loss) | |
$ | (24,737 | ) | |
$ | (45,124 | ) | |
$ | 16,337 | | |
$ | (56,993 | ) |
| |
| | | |
| | | |
| | | |
| | |
Denominator for basic net gain/(loss) per share: | |
| | | |
| | | |
| | | |
| | |
Weighted average shares | |
| 121,965,277 | | |
| 92,233,000 | | |
| 121,201,693 | | |
| 89,211,046 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator for diluted net gain/(loss) per share: | |
| | | |
| | | |
| | | |
| | |
Weighted average shares | |
| 121,965,277 | | |
| 92,233,000 | | |
| 131,102,132 | | |
| 89,211,046 | |
| |
| | | |
| | | |
| | | |
| | |
Net income/(loss) per share of Class A and Class B common stock – basic | |
$ | (0.20 | ) | |
$ | (0.49 | ) | |
$ | 0.14 | | |
$ | (0.64 | ) |
Net income/(loss) per share of Class A and Class B common stock – diluted | |
$ | (0.20 | ) | |
$ | (0.49 | ) | |
$ | 0.12 | | |
$ | (0.64 | ) |
For the nine months ended September 30, 2022, 34,694,840
shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices
of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive.
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