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): July 27, 2023

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 2.02. Results of Operations and Financial Condition.

On July 27, 2023, Vicarious Surgical Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2023 and providing a business update. A copy of the press release issued on July 27, 2023 is furnished as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press Release of Vicarious Surgical Inc. dated July 27, 2023.
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:	President and Chief Executive Officer

Date:

July 27, 2023

Exhibit 99.1

Vicarious Surgical Reports Second Quarter 2023 Financial

Results and Announces Clinical Plan and Regulatory Intent

WALTHAM, Mass.-- (BUSINESS WIRE) – July 27, 2023 – 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 financial results for the quarter ended June 30, 2023. Management will host a corresponding conference call at 4:30 p.m. ET today, July 27, 2023.

“Following our latest pre-submission meeting with the FDA, we are thrilled to have clarity on our regulatory pathway, giving us reassurance in our plans for a first in human procedure mid-next year,” said Adam Sachs, Chief Executive Officer at Vicarious Surgical. “With a clear path ahead, our team is now hard at work assembling and integrating initial units ahead of V1.0 Integration in the fall. We believe that our innovative approach will allow us to transform the standard of care in surgical robotics.”

Second Quarter 2023 and Recent Highlights

●

Received clarity on the clinical and regulatory pathway with the expectation to complete the first ventral hernia procedure in a patient mid-2024.

●

Signed a fourth major U.S. hospital system agreement, bringing the total number of hospitals represented by Vicarious Surgical partners to over 250.

●

Completed design freeze of the Vicarious Surgical Version 1.0 System in April with integration and build of system units on-track for Fall 2023.

●

Promoted John Mazzola, previously SVP of Operations, to the newly created Chief Operating Officer role. John has over 35 years of medical device industry experience and direct involvement in over 25 Class II and Class III medical device product launches.

Second Quarter 2023 Financial Results

●

Operating expenses were $21.5 million for the second quarter of 2023, compared to $19.1 million in the corresponding prior year period, an increase of 12%.

●

R&D expenses for the second quarter of 2023 were $12.7 million, compared to $10.1 million in the second quarter of 2022.

●

General and administrative expenses for the second quarter of 2023 were $7.1 million, compared to $7.8 million in the second quarter of 2022.

●

Sales and marketing expenses for the second quarter of 2023 were $1.7 million, compared to $1.3 million in the second quarter of 2022.

●

GAAP net loss for the second quarter was $15.3 million, equating to a net loss per share of $0.12, as compared to a GAAP net loss of $1.5 million, equating to a net loss per share of $0.01 for the same period of the prior year. Adjusted net loss for the second quarter was $20.4 million, equating to a net loss of $0.16 per share, as compared to an adjusted net loss of $19.1 million, or a net loss of $0.16 per share, for the same period of the prior year.

●

The company had $82.8 million in cash, cash equivalents and short-term investments as of June 30, 2023 representing a quarterly cash burn of $14.9 million. The Company continues to expect FY 2023 cash burn of $55-$65 million.

Conference Call

Vicarious Surgical will host a conference call at 4:30 p.m. ET on Thursday, July 27, 2023, to discuss its second quarter 2023 financial results. The call may be accessed through an operator by dialing +1 (404) 975-4839 for domestic callers or clicking this link for international callers, and using access code: 114480. A live and archived webcast of the event will be available at https://investor.vicarioussurgical.com.

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 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.

Use of Non-GAAP Financial Measures

In addition to providing financial measurements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Vicarious Surgical provides additional financial metrics that are not prepared in accordance with U.S. GAAP (“non-GAAP”). The non-GAAP financial measures included in this press release are Adjusted Net Loss and Adjusted Net Loss Per Share (“Adjusted EPS”, and together with Adjusted Net Loss, “Non-GAAP Financial Measures”). The Company presents Non-GAAP Financial Measures in order to assist readers of its consolidated financial statements in understanding the core operating results that its management uses to evaluate the business and for financial planning purposes. Vicarious Surgical’s Non-GAAP financial measures provide an additional tool for investors to use in comparing its financial performance over multiple periods.

Adjusted Net Loss and Adjusted EPS are key performance measures that Vicarious Surgical’s management uses to assess its operating performance. These Non-GAAP Financial Measures facilitate internal comparisons of Vicarious Surgical’s operating performance on a more consistent basis. Vicarious Surgical uses these performance measures for business planning purposes and forecasting. Vicarious Surgical believes that the Non-GAAP Financial Measures enhance an investor’s understanding of Vicarious Surgical’s financial performance as it is useful in assessing its operating performance from period-to-period, by excluding certain items that Vicarious Surgical believes are not representative of its core business.

The Non-GAAP Financials Measures may not be comparable to similarly titled measures of other companies because they may not calculate this measure in the same manner. Adjusted Net Loss and Adjusted EPS are not prepared in accordance with U.S. GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. When evaluating Vicarious Surgical’s performance, you should consider the Non-GAAP Financial Measures alongside other financial performance measures prepared in accordance with U.S. GAAP, including net loss.

The Non-GAAP Financial Measures do not replace the presentation of Vicarious Surgical’s U.S. GAAP financial results and should only be used as a supplement to, not as a substitute for, Vicarious Surgical’s financial results presented in accordance with U.S. GAAP. In this press release, Vicarious Surgical has provided a reconciliation of Adjusted Net Loss to net loss, the most directly comparable U.S. GAAP financial measure, and the calculation for Adjusted EPS.

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 the quotations of our Chief Executive Officer regarding Vicarious Surgical’s opportunity, 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; the impact of COVID-19 on Vicarious Surgical’s business; 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.

VICARIOUS SURGICAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Operating expenses:
Research and development	$	12,714		$	10,055		$	26,070		$	19,903
Sales and marketing		1,666			1,311			3,626			2,713
General and administrative		7,078			7,760			14,077			14,690
Total operating expenses		21,458			19,126			43,773			37,306
Loss from operations		(21,458	)		(19,126	)		(43,773	)		(37,306	)
Other income (expense):
Change in fair value of warrant liabilities		5,081			17,601			(998	)		78,329
Interest and other income		1,044			101			2,517			109
Interest expense		(1	)		(29	)		(2	)		(58	)
Income/(loss) before income taxes		(15,334	)		(1,453	)		(42,256	)		41,074
Provision for income taxes		—			—			—			—
Net income/(loss)	$	(15,334	)	$	(1,453	)	$	(42,256	)	$	41,074
Net income/(loss) per share of Class A and Class B common stock, basic	$	(0.12	)	$	(0.01	)	$	(0.33	)	$	0.34
Net income/(loss) per share of Class A and Class B common stock, diluted	$	(0.12	)	$	(0.01	)	$	(0.33	)	$	0.32
Weighted average shares, basic		126,992,152			121,341,460			126,563,552			120,813,572
Weighted average shares, diluted		126,992,152			121,341,460			126,563,552			127,847,825
Other comprehensive income/(loss):
Net unrealized gain/(loss) on investments		(195	)		—			(130	)		—
Other comprehensive gain/(loss)		(195	)		—			(130	)		—
Comprehensive net income/(loss)	$	(15,529	)	$	(1,453	)	$	(42,386	)	$	41,074

VICARIOUS SURGICAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

	June 30,			December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	32,807		$	116,208
Short-term investments		49,976		$	—
Prepaid expenses and other current assets		2,498			4,196
Total current assets		85,281			120,404
Restricted cash		936			936
Property and equipment, net		6,254			6,586
Right-of-use assets		11,875			12,273
Other long-term assets		180			92
Total assets	$	104,526		$	140,291

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,585		$	1,731
Accrued expenses		4,937			5,808
Lease liabilities, current portion		967			838
Current portion of equipment loans		—			16
Total current liabilities		7,489			8,393
Lease liabilities, net of current portion		14,329			14,832
Warrant liabilities		7,019			6,021
Total liabilities		28,837			29,246

Stockholders’ equity:
Class A Common stock		11			11
Class B Common stock		2			2
Additional paid-in capital		179,703			172,673
Accumulated other comprehensive loss		(130	)		—
Accumulated deficit		(103,897	)		(61,641	)
Total stockholders’ equity		75,689			111,045
Total liabilities and stockholders’ equity	$	104,526		$	140,291

VICARIOUS SURGICAL INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except share and per share data)

Adjusted net loss and Adjusted EPS

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net income/(loss)	$	(15,334	)	$	(1,453	)	$	(42,256	)	$	41,074
Change in fair value of warrant liabilities		5,081			17,601			(998	)		78,329
Adjusted net loss		(20,415	)		(19,054	)		(41,258	)		(37,255	)
Adjusted EPS, basic and diluted	$	(0.16	)	$	(0.16	)	$	(0.33	)	$	(0.31	)
Weighted average shares, basic and diluted		126,992,152			121,341,460			126,563,552			120,813,572

Investor Contact

Kaitlyn Brosco

Vicarious Surgical

Kbrosco@vicarioussurgical.com

Marissa Bych

Gilmartin Group

Marissa@gilmartinir.com

Media Inquiries

Abby Mayo for Matter Health

media@vicarioussurgical.com

Cover	Jul. 27, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 27, 2023
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