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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): September 20, 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
Not Applicable
(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, $0.0001 par value 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 20, 2023,
Vicarious Surgical Inc. (the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”)
that the average per share trading price of its Class A common stock (the “Class A common stock”) was below the NYSE’s
continued listing standard rule relating to minimum average share price. Rule 802.01C of the NYSE’s Listed Company Manual requires
that a company’s common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period.
Pursuant to Section 802.01C,
the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement.
In accordance with the NYSE’s rules, the Company plans to notify the NYSE within 10 business days of its intent to cure the deficiency,
which may include effecting a reverse stock split, subject to approval by the Board of Directors and stockholders of the Company. The
Company may regain compliance with the minimum share price requirement at any time during the cure period if, on the last trading day
of any calendar month during the cure period, or on the last day of the cure period, the Company’s Class A common stock has (i)
a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending
on the last trading day of that month or on the last day of the cure period, as applicable.
The Notice has no immediate
impact on the listing of the Class A common stock, which will continue to be listed and traded on the NYSE during this period, subject
to the Company’s compliance with the other continued listing requirements of the NYSE. The Class A common stock will continue to
trade on the NYSE under the symbol “RBOT” but will have an added designation of “.BC” to indicate the Company
is not in compliance with the NYSE’s continued listing standard. Failure to satisfy the conditions of the cure period or to maintain
other listing requirements could lead to delisting.
The NYSE notification
does not affect the ongoing business operations of the Company or its reporting requirements with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On September 22, 2023,
the Company issued a press release announcing receipt of the Notice. A copy of the press release is furnished hereto as Exhibit 99.1.
The information furnished
pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933,
as amended, unless specifically identified therein as being incorporated therein by reference.
Cautionary Note Regarding
Forward Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s expectations
with respect to its ability to maintain the listing of the Company’s Class A common stock on the NYSE and to regain compliance with
the NYSE continued listing standards. 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 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 the Company’s control and are difficult
to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date
made. The Company 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
Dated: September 22, 2023 |
VICARIOUS SURGICAL INC. |
|
|
|
|
By: |
/s/ Adam Sachs |
|
Name: |
Adam Sachs |
|
Title: |
President and Chief Executive Officer |
3
Exhibit 99.1
Vicarious Surgical Receives Continued Listing
Standard Notice From NYSE
WALTHAM, Mass.--(BUSINESS WIRE)-- Vicarious Surgical Inc. (“Vicarious
Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve
patient outcomes as well as both the cost and efficiency of surgical procedures, today announced that on September 20, 2023, it received
a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section
802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A common stock was less than
$1.00 per share over a consecutive 30 trading-day period. The Notice does not result in the immediate delisting of the Company’s
Class A common stock from the NYSE.
The Company intends to respond to the NYSE within ten business days
of receipt of the Notice affirming its intent to cure the stock price deficiency and to return to compliance with the NYSE continued listing
standard. Pursuant to the NYSE’s rules, the Company has a six-month period following receipt of the Notice to regain compliance
with the NYSE’s minimum share price requirement.
The Company can regain compliance with the minimum share price requirement
at any time during the cure period if, on the last trading day of any calendar month during the cure period, or on the last day of the
cure period, the Company’s Class A common stock has (i) a closing share price of at least $1.00, and (ii) an average closing share
price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period,
as applicable. The Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to
Board and stockholder approval at the Company’s next annual meeting, to regain compliance.
The Company’s Class A common stock will continue to be listed
and traded on the NYSE during this period, subject to its compliance with other NYSE continued listing standards. The receipt of the Notice
does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation robotics company
developing a disruptive technology with the goals of 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.
Forwards-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, including, but not limited to, statements regarding Vicarious Surgical’s expectations with respect to maintain the
listing of Vicarious Surgical’s Class A common stock on the NYSE and its ability to regain compliance with the NYSE continued listing
standards. 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 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. 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
Kbrosco@vicarioussurgical.com
Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com
Press and Media Inquiries
Abby Mayo for Matter Health
Matter Communications
media@vicarioussurgical.com
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