RBOT Vicarious Surgical Inc

 

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 13, 2025

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Sarah Romano as Chief Financial Officer

 

On March 13, 2025, Vicarious Surgical Inc. (the “Company”) announced that Sarah Romano was appointed by the Board of Directors of the Company (the “Board”) as Chief Financial Officer and Treasurer of the Company, effective April 1, 2025 (the “Appointment Date”).

 

Ms. Romano, age 45, has over two decades of experience as a financial professional. Prior to joining the Company, Ms. Romano served as the Chief Financial Officer of Entero Therapeutics, Inc. (Nasdaq: ENTO) (formerly First Wave BioPharma), a clinical-stage biopharmaceutical company specializing in the development of targeted, orally delivered therapies for gastrointestinal diseases, from March 2022 to March 2025. She previously served as Chief Financial Officer of Kiora Pharmaceuticals, Inc. (Nasdaq: KPRX) (formerly EyeGate Pharmaceuticals, Inc.), a clinical-stage specialty pharmaceutical company developing products for treating ophthalmic diseases, from February 2017 through February 2022, and as its Corporate Controller from August 2016 to January 2017. Before that, Ms. Romano served as Assistant Controller at TechTarget, Inc. from June 2015 through August 2016 and Corporate Controller at Bowdoin Group, a healthcare-focused executive recruiting firm, from September 2013 through May 2015. Previously, she held financial reporting positions of increasing responsibility at SoundBite Communications from 2008 until its acquisition by Genesys in 2013, and at Cognex Corporation from 2004 through 2008. Ms. Romano began her career as an auditor in the Boston office of PricewaterhouseCoopers. A licensed CPA in Massachusetts, she holds a Bachelor of Arts in Accounting from College of the Holy Cross and a Master of Accounting from Boston College.

 

On March 3, 2025, the Company entered into an offer letter of employment with Ms. Romano, effective as of the Appointment Date (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Ms. Romano’s annual base salary is $435,000. Ms. Romano is eligible to receive an annual discretionary bonus with a target of 40% of her base salary. Pursuant to the Offer Letter, the Compensation Committee of the Board approved the grant to Ms. Romano of a stock option to purchase 55,000 shares of Class A common stock of the Company effective on the Appointment Date, with 25% of the stock options to vest on the one-year anniversary of the Appointment Date and the remainder vesting in 36 equal monthly installments thereafter, subject to Ms. Romano’s continued service through the applicable vesting date. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

In connection with Ms. Romano’s appointment, Ms. Romano and the Company will enter into an indemnification agreement effective as of the Appointment Date in the form the Company has entered into with its other executive officers, which form is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed by the Company on September 23, 2021 and is incorporated herein by reference.

 

There are no arrangements or understandings between Ms. Romano and any other persons pursuant to which Ms. Romano was appointed as Chief Financial Officer of the Company. There are no family relationships between Ms. Romano and any director or executive officer of the Company, and she has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

A copy of the press release announcing Ms. Romano’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Offer Letter dated March 3, 2025, by and between the Company and Sarah Romano
99.1		Press Release dated March 13, 2025
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 13, 2025

 

 

2

Exhibit 10.1

 

Vicarious Surgical Inc.
78 FOURTH AVE

WALTHAM, MA 02451

 

March 3, 2025

BY EMAIL

 

Sarah Romano

sarah.m.romano@gmail.com

 

Re: Executive Offer of Employment

 

Dear Sarah:

 

It gives me great pleasure to offer you employment with Vicarious Surgical Inc., a Delaware corporation (the “Company”). The purpose of this letter is to summarize the terms of your employment with the Company should you accept our offer.

 

1.	Position. You will be employed in the full-time, exempt position of Chief Financial Officer, with an estimated start date of April 1, 2025.

 

2.

Exclusivity. In return for the compensation described in this letter, you agree to devote 100% of your professional time and energies to the Company, and to not engage in any other business activities without the prior written approval of the Company. You further agree to devote your best efforts, skill, knowledge, attention, and energies to the advancement of the Company's business and the performance of your duties and responsibilities as an employee of the Company.

 

3.	Compensation.

 

a.

Base Salary. Your initial base salary will be at an annualized rate of $435,000.00, less all legally required or voluntarily authorized withholdings and deductions, to be paid in bi-weekly installments in accordance with the Company’s normal payroll practices. Your base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.

 

b.

Stock Options. Subject to the approval of the Compensation Committee of the Board of Directors (the “Committee”), the Company may grant you an incentive stock option (the “Option”) under the Company’s 2021 Equity Incentive Plan (the “Plan”) for the purchase of an aggregate of 55,000 shares of common stock of the Company (the “Shares”). The exercise price per share shall be equal to the closing price of the Company's stock on the date of grant by the Committee. The Option shall be subject to all terms, vesting schedules and other provisions set forth in the Plan and in a separate option agreement.

 

 

c.

Annual Bonus. You may be eligible to receive an annual discretionary performance and retention bonus (“Annual Bonus”) of up to 40% of your then-current base salary based upon your performance against personal objectives established by the Company and the Company’s performance during the applicable calendar year. The amount of your Annual Bonus, if any, for a given year shall be determined by the Company in its sole and absolute discretion. In order to be eligible to receive an annual bonus for a given year, you must be an active employee of the Company on the date that such bonus is paid, and no annual bonus shall be considered earned before that date. Any Annual Bonus for 2025 will be prorated based upon your start date.

 

4.	Severance. In the event that you are terminated without cause, you would be entitled to receive a severance payment equal to 100% of your then in-effect base salary for 6 months, as well as payment of an amount equal to COBRA premiums for 6 months.

 

Cause Definition. For the purposes of this Agreement, “Cause” shall mean: (A) fraud, embezzlement, or illegal misconduct in connection with Executive’s duties under this Agreement; (B) conviction of a felony involving fraud, dishonesty or breach of trust; (C) willful misconduct or gross negligence in the performance of the duties delegated to Executive; (D) breach of this Agreement; or (E) material breach of any non-competition, non-solicitation, non-disclosure, and intellectual property assignment agreement between Executive and Company; provided that “Cause” shall not be deemed to have occurred pursuant to subsection (D) hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such ground and that Company intends to terminate Executive’s employment hereunder for such ground, and if such ground is curable, Executive has failed to cure such ground within a period of thirty (30) days from the date of his or her receipt of such notice.

 

5.

Benefits. You will be eligible to participate in any employee benefit programs that the Company makes generally available to its employees, provided that you are eligible under (and subject to all provisions of) the plan documents governing such programs. The benefit programs made available by the Company, and the rules, terms, and conditions for participation in such programs, are subject to change by the Company at any time and from time to time without advance notice.

 

6.

Paid Time Off. The Company has adopted a paid time off (PTO) policy pursuant to which it does not limit the number of days that you may take off in a given year. As such, you are entitled to take as many paid days off as you deem necessary, at such times as may be approved by the Company and subject to the terms and conditions of the Company’s PTO policy as in effect at the time. The Company may discontinue this policy, or modify its terms and conditions, at any time, and from time to time, in its sole and absolute discretion.

 

7.	Sick Days. You will be eligible to receive a lump sum of forty (40) hours of paid earned sick time per a calendar year, provided that you are eligible (and subject to all provisions of) the Company’s Paid Earned Sick Time Policy, as modified from time to time by the Company in its sole discretion.

 

 

8.

Paid Holidays. The Company observes eleven (11) federal holidays each year: New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Indigenous Peoples Day, Veterans Day, Thanksgiving Day, and Christmas Day. In addition, the Company observes the day after Thanksgiving as a holiday.

 

9.	Company Property and Equipment. During your employment, the Company will provide you with a Company laptop computer for use in conducting Company business and immediately returnable to the Company upon the termination of your employment for any reason or upon the earlier request of the Company.

 

10.

At-Will Employment. This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the Company’s President, which expressly states the intention to modify the at-will nature of your employment. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, unless otherwise specified in a Severance section (section 4 if applicable).

 

11.

Restrictive Covenants Agreements. As a condition of your employment, you will be required to execute the Company’s Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement (together, the “Restrictive Covenants Agreements”), attached hereto, respectively, as Exhibit A and Exhibit B.

 

12.

No Conflicting Agreements. You represent that you are not bound by any employment contract, restrictive covenant, or other agreement preventing (or that purports to restrict) your right to enter employment with, or carrying out your responsibilities to, the Company, other than those that you have explicitly disclosed to the Company by providing it with a copy.

 

13.

Company Policies and Procedures. As an employee of the Company, you will be required to comply with all Company policies and procedures. Violations of the Company’s policies may lead to immediate termination of your employment. Further, the Company’s premises, including all workspaces, furniture, documents, and other tangible materials, and the Company’s information technology resources (including, but not limited to, all computers and electronic files, and all Internet access and email) are subject to oversight and inspection by the Company at any time. Company employees should have no expectation of privacy with regard to any of the Company premises, property, materials, resources, or information. Additionally, the company follows COVID-19 safety protocol, which may include compliance with vaccination, testing and masking requirements.

 

14.

Proof of Right to Work. For purposes of federal immigration law, you will be required to provide the Company with documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your first day of employment. This offer is contingent upon being able to provide authorization to work in the United States.

 

 

15.	Employment Background Check. This offer is contingent upon you authorizing, and the successful completion of, an employment background check as detailed in the Company’s acknowledgement and authorization background check form.

 

16.

Governing Law/Jurisdiction. The resolution of any dispute concerning this letter or your employment with the Company, including the termination of that employment for any reason, will be governed by the laws of the Commonwealth of Massachusetts without reference to principles of conflicts of law. You agree to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts to resolve any and all claims arising out of, or relating in any way to, this letter or your employment with the Company, including your separation from employment with the Company.

 

17.	Entire Agreement. Please note that this offer letter is your formal offer of employment and supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of this letter or your employment with the Company.

 

If this letter correctly sets forth the initial terms under which you will be employed by the Company, please sign this letter where indicated below, followed by a timely execution of the Restrictive Covenants Agreements detailed in Paragraph 10. If you do not accept this offer by the end of business on March 3, 2025, this offer will be automatically withdrawn.

 

	VICARIOUS SURGICAL INC.
	By:	/s/ Adam Sachs
		Adam Sachs
		CEO & Founder

 

AGREED AND ACCEPTED:
/s/ Sarah Romano
Sarah Romano
3/3/2025
Date

 

 

4

 

Exhibit 99.1

 

Vicarious Surgical Announces Appointment of Sarah Romano as Chief Financial Officer

 

Ms. Romano brings decades of experience with a strong track record in financial strategy and corporate development

 

WALTHAM, Mass.-- (BUSINESS WIRE) – March 13, 2025 – Vicarious Surgical Inc. (“Vicarious Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve lives by transforming robotic surgery, today announced the appointment of Sarah Romano as Chief Financial Officer (CFO), effective April 1, 2025.

 

Ms. Romano will oversee Vicarious Surgical’s financial strategy, leveraging decades of financial leadership experience in capital markets. With exceptional strategic acumen, Ms. Romano has a proven record of driving growth and value creation in public companies, particularly in the healthcare sector, through successful fundraising and M&A initiatives.

 

Adam Sachs, Co-Founder and Chief Executive Officer of Vicarious Surgical, said: “We are delighted to welcome Sarah to the Vicarious Surgical team. Her exceptional financial strategy acumen makes her an invaluable asset to our company and the ideal partner to lead our finance organization. I’m confident her expertise and strategic vision will be instrumental in driving our financial objectives and overall success.”

 

Ms. Romano added, “The energy and momentum at Vicarious Surgical is palpable as we approach our first clinical use cases later this year. I’m thrilled to bring my experience to the team and play a key role in ensuring we have the financial strength to achieve our milestones and beyond.”

 

Most recently, Ms. Romano served as Chief Financial Officer of Entero Therapeutics, where she oversaw financial strategy, operations, and compliance, raising significant funding and successfully executing product in-licensing partnerships. Previously, as Chief Financial Officer of Kiora Pharmaceuticals, Ms. Romano secured over $50 million in funding and spearheaded M&A activities, overseeing due diligence and integration. Earlier in her career, Ms. Romano progressed through roles of increasing responsibility, including corporate controller, with responsibilities encompassing budget reviews, financial forecasting and analysis, internal controls oversight, and SEC reporting. Ms. Romano holds a Master of Accountancy from Boston College and a B.A. in Accounting from the College of the Holy Cross.

 

About Vicarious Surgical

 

Founded in 2014, Vicarious Surgical is a next generation robotics company, developing a unique disruptive technology with the multiple goals of substantially increasing the efficiency of surgical procedures, improving patient outcomes, and reducing healthcare costs. The Company’s novel surgical approach uses proprietary human-like surgical robots to virtually transport surgeons inside the patient to perform minimally invasive surgery. The Company is led by an experienced team of technologists, medical device professionals and physicians, and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Massachusetts. Learn more at www.vicarioussurgical.com.

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The company’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical facts contained herein, 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 System; 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.

 

Investor Contact

Kaitlyn Brosco

Vicarious Surgical

Kbrosco@vicarioussurgical.com

 

Media Inquiries

media@vicarioussurgical.com

 

 

 

v3.25.0.1

Cover	Mar. 13, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 13, 2025
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

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