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): March 4, 2024

VICARIOUS SURGICAL INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39384

87-2678169

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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

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

N/A

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

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

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

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

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

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

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

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

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

Emerging growth company ☒

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

Item 2.02.

Results of Operations and Financial Condition.

On March 4, 2024, Vicarious Surgical Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and full year ended December 31, 2023 and providing a business update.

A copy of the press release issued on March 4, 2024 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 March 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	VICARIOUS SURGICAL INC.

	By:	/s/ Adam Sachs
	Name:	Adam Sachs
	Title:	Chief Executive Officer

Date:

March 4, 2024

Exhibit 99.1

Vicarious Surgical Reports Fourth Quarter and Full Year 2023 Financial Results

Version 1.0 Surgical System On Track for Cadaveric Testing in the Spring

Achieves Full Year 2023 Cash Burn Objective of $63.4 Million

Narrows Full Year 2024 Cash Burn Guidance to Approximately $50 Million

WALTHAM, Mass.-- (BUSINESS WIRE) – March 4, 2024 – 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 and full year ended December 31, 2023. Management will host a corresponding conference call at 4:30 p.m. ET today, March 4, 2024.

“We made meaningful progress transitioning our Beta 2 surgical system into our highly anticipated Version 1.0 product in 2023. Through close collaboration with our surgeon and major hospital system partners, we refined our V1.0 system design and successfully constructed each subsystem,” stated Adam Sachs, Co-Founder and CEO of Vicarious Surgical. “Although market headwinds and certain system integration hurdles drove us to prioritize capital efficiency and extend our timeline to build completion, we ended the year with a more resilient business structure, a defined regulatory strategy, and just under $100 million in cash and investments. We are well positioned to execute upon our 2024 milestones and look forward to our spring cadaveric testing, and completing the integration of our Version 1.0 system this fall.”

Recent Business Highlights

●

Signed a fourth major U.S. hospital system agreement with Intermountain Health, bringing the total number of Vicarious Surgical partner hospitals to over 250.

●

Successfully executed a $47 million dollar equity follow-on offering, meaningfully extending the Company’s cash runway.

●

Gained clarity on development and clinical pathway, with V1.0 integration expected in the fall of 2024.

●

Appointed Randy Clark as Company President to assume responsibility for day-to-day oversight of various core business functions, including product development, operations, commercial strategy, clinical, regulatory and quality affairs, and human resources.

Fourth Quarter 2023 Financial Results

●

Operating expenses were $15.5 million for the fourth quarter of 2023, compared to $20.6 million in the corresponding prior year period, a decrease of 25%.

●

R&D expenses for the fourth quarter of 2023 were $8.5 million, compared to $11.9 million in the fourth quarter of 2022.

●

General and administrative expenses for the fourth quarter of 2023 were $5.9 million, compared to $6.9 million in the fourth quarter of 2022.

●

Sales and marketing expenses for the fourth quarter of 2023 were $1.2 million, compared to $1.8 million in the fourth quarter of 2022.

●

Adjusted net loss for the fourth quarter was $14.6 million, equating to a loss of $0.07 per share, as compared to an adjusted net loss of $19.9 million, or a loss of $0.16 per share, for the same period of the prior year. GAAP net loss for the fourth quarter was $13.1 million, equating to a net loss per share of $0.06, as compared to a GAAP net loss of $11.2 million or a net loss per share of $0.09 for the same period of the prior year.

Full Year 2023 Financial Results

●

Operating expenses were $80.7 million for the full year of 2023, compared to $80.1 million in the corresponding prior year period, an increase of 1%.

●

R&D expenses for the full year of 2023 were $47.6 million, compared to $43.9 million for the full year of 2022.

●

General and administrative expenses for the full year of 2023 were $26.9 million, compared to $29.7 million for the full year of 2022.

●

Sales and marketing expenses for the full year of 2023 were $6.2 million, compared to $6.5 million for the full year of 2022.

●

Adjusted net loss for the full year of 2023 was $76.3 million, equating to a net loss of $0.52 per share, as compared to an adjusted net loss of $78.8 million, or a net loss of $0.65 per share, for the same period of the prior year. GAAP net loss for the full year of 2023 was $71.1 million, equating to a net loss per share of $0.49, as compared to a net income of $5.2 million or a net income per share of $0.04 for the same period of the prior year.

●

The Company had $98.2 million cash and investments as of December 31, 2023. The Company’s cash burn rate for the full year of 2023 was $63.4 million.

Full Year 2024 Cash Burn Guidance

●

Vicarious Surgical expects full year 2024 cash burn of approximately $50 million.

Conference Call

Vicarious Surgical will host a conference call at 4:30 p.m. ET on Monday, March 4, 2024, to discuss its fourth quarter and full year 2023 financial results. The call may be accessed through an operator by dialing +1 833 470 1428 for domestic callers or +1 404 975 4839 for international callers, using access code: 608739. 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 virtually transport surgeons inside the patient to perform minimally invasive surgery. The Company is led by an experienced team of technologists, medical device professionals and physicians, and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Massachusetts. Learn more at www.vicarioussurgical.com.

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: the ability to maintain the listing of Vicarious Surgical’s Class A common stock on the New York Stock Exchange; the approval, commercialization and adoption of Vicarious Surgical’s initial product candidates and the success of its single-port surgical robot, called the Vicarious Surgical System, and any of its future product candidates and service offerings; 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 Surgical System, 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; 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; 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 estimates regarding expenses, revenue, capital requirements and needs for additional financing; Vicarious Surgical’s financial performance; economic downturns, political and market conditions and their potential to adversely affect Vicarious Surgical’s business, financial condition and results of operations; Vicarious Surgical’s intellectual property rights and its ability to protect or enforce those rights, and the impact on its business, results and financial condition if it is unsuccessful in doing so; 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 per share data)

	Three Months Ended December 31,						Year Ended December 31,
	2023			2022			2023			2022
Operating expenses:
Research and development	$	8,468		$	11,877		$	47,578		$	43,900
Sales and marketing		1,203			1,838			6,230			6,463
General and administrative		5,870			6,895			26,858			29,715
Total operating expenses		15,541			20,610			80,666			80,078
Loss from operations		(15,541	)		(20,610	)		(80,666	)		(80,078	)
Other income (expense):
Change in fair value of warrant liabilities		1,486			8,709			5,191			84,000
Interest and other income		966			832			4,429			1,435
Interest expense		(22	)		(111	)		(25	)		(200	)
Income/(loss) before income taxes		(13,111	)		(11,180	)		(71,071	)		5,157
Provision for income taxes		—			—			—			—
Net income/(loss)	$	(13,111	)	$	(11,180	)	$	(71,071	)	$	5,157
Net income/(loss) per share of Class A and Class B common stock, basic and diluted	$	(0.06	)	$	(0.09	)	$	(0.49	)	$	0.04
Weighted average shares, basic		175,123,050			123,515,191			146,006,388			121,791,878
Weighted average shares, diluted		175,123,050			123,515,191			146,006,388			127,528,509

Other comprehensive income:
Net unrealized income on investments		99			—			10			—
Other comprehensive income		99			—			10			—
Comprehensive net income/(loss)	$	(13,012	)	$	(11,180	)	$	(71,061	)	$	5,157

VICARIOUS SURGICAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

	December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	52,822		$	116,208
Short-term investments		45,355			—
Prepaid expenses and other current assets		2,776			4,196
Total current assets		100,953			120,404
Restricted cash		936			936
Property and equipment, net		6,402			6,586
Right-of-use assets		11,459			12,273
Other long-term assets		114			92
Total assets	$	119,864		$	140,291

Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,258		$	1,731
Accrued expenses		4,975			5,808
Lease liabilities, current portion		1,047			838
Current portion of equipment loans		—			16
Total current liabilities		7,280			8,393
Lease liabilities, net of current portion		13,785			14,832
Warrant liabilities		830			6,021
Total liabilities		21,895			29,246
Stockholders’ equity:
Class A Common Stock		15			11
Class B Common Stock		2			2
Additional paid-in capital		230,654			172,673
Accumulated other comprehensive income		10			—
Accumulated deficit		(132,712	)		(61,641	)
Total stockholders’ equity		97,969			111,045
Total liabilities and stockholders’ equity	$	119,864		$	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 December 31,						Year Ended December 31,
	2023			2022			2023			2022
Net income/(loss)	$	(13,111	)	$	(11,180	)	$	(71,071	)	$	5,157
Change in fair value of warrant liabilities		1,486			8,709			5,191			84,000
Adjusted net loss		(14,597	)		(19,889	)		(76,262	)		(78,843	)
Adjusted EPS, basic and diluted	$	(0.07	)	$	(0.16	)	$	(0.52	)	$	(0.65	)
Weighted average shares, basic and diluted		175,123,050			123,515,191			146,006,388			121,791,878

Investor Contact

Kaitlyn Brosco

Vicarious Surgical

Kbrosco@vicarioussurgical.com

Marissa Bych

Gilmartin Group

Marissa@gilmartinir.com

Media Inquiries

media@vicarioussurgical.com

Cover	Mar. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity File Number	001-39384
Entity Registrant Name	VICARIOUS SURGICAL INC.
Entity Central Index Key	0001812173
Entity Tax Identification Number	87-2678169
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	78 Fourth Avenue
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	617
Local Phone Number	868-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RBOT
Security Exchange Name	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	RBOT WS
Security Exchange Name	NYSE