Vicarious Surgical Inc. Files 8-K with Key Corporate Updates

TL;DR

Vicarious Surgical filed an 8-K detailing director changes, charter amendments, and security holder votes.

AI Summary

Vicarious Surgical Inc. filed an 8-K on June 14, 2024, reporting on several key events. These include material modifications to security holder rights, changes in directors and officers, amendments to its articles of incorporation, and submission of matters to a vote. The filing also includes financial statements and exhibits, with a fiscal year end of December 31.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting Vicarious Surgical Inc.'s governance and security holders.

Risk Assessment

Risk Level: medium — The filing covers multiple corporate actions including potential changes to security holder rights and governance, which can introduce uncertainty.

Key Numbers

• 0.0001 — Par Value (Par value per share of Class Common Stock)
• 11.50 — Exercise Price (Exercise price per share for warrants)

Key Players & Entities

• Vicarious Surgical Inc. (company) — Filer of the 8-K report
• 0001812173 (company) — Central Index Key for Vicarious Surgical Inc.
• 20240614 (date) — Filing date of the 8-K
• 20240610 (date) — Period of report
• DE (state) — State of incorporation
• 1231 (date) — Fiscal year end
• WALTHAM (city) — Business and mail address city
• MA (state) — Business and mail address state
• 02451 (zip_code) — Business and mail address zip code

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RBOT The New York Stock E
• $345.00 — A common stock, at an exercise price of $345.00 per share RBOT WS The New York Stoc
• $11.50 — se one share of Class A common stock at $11.50 per share. After giving effect to the R

Filing Documents

• ea0207849-8k_vicarious.htm (8-K) — 51KB
• ea020784901ex3-1_vicarious.htm (EX-3.1) — 9KB
• 0001213900-24-052876.txt ( ) — 284KB
• rbot-20240610.xsd (EX-101.SCH) — 4KB
• rbot-20240610_def.xml (EX-101.DEF) — 26KB
• rbot-20240610_lab.xml (EX-101.LAB) — 36KB
• rbot-20240610_pre.xml (EX-101.PRE) — 25KB
• ea0207849-8k_vicarious_htm.xml (XML) — 6KB

03 Material

Item 3.03 Material Modification to Rights of Security Holders. Reverse Stock Split On June 10, 2024, Vicarious Surgical Inc. (the "Company"), held its 2024 annual meeting of stockholders (the "Annual Meeting") and, at the Annual Meeting, the Company's stockholders approved the grant of discretionary authority to the Company's Board of Directors (the "Board") to amend the Company's Certificate of Incorporation, as amended ("Certificate of Incorporation"), to effect a reverse stock split of all of the issued and outstanding Class A common stock and Class B common stock at a ratio of not less than 1-for-5 and not more than 1-for-30 (the "Proposed Reverse Stock Split"), and to grant authorization to the Board to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Proposed Reverse Stock Split becoming effective. The Board approved effecting the Proposed Reverse Stock Split, effective as of June 12, 2024, and fixed a ratio for the reverse stock split at 1-for-30. On June 12, 2024, the Company filed the amendment to the Certificate of Incorporation attached hereto as Exhibit 3.1 with the Secretary of State of the State of Delaware (the "Certificate of Amendment"). The Certificate of Amendment effected a reverse stock split of the Class A common stock and Class B common stock at a ratio of 1-for-30 (the "Reverse Stock Split"), which became effective as of 4:15 p.m., Eastern Time, on June 12, 2024 (the "Effective Date"). Impact on Class A Common Stock and Class B Common Stock As of the Effective Date, the Company had 156,762,690 shares of Class A common stock issued and outstanding, and 19,619,760 shares of Class B common stock issued and outstanding. As a result of the Reverse Stock Split, every 30 shares of the Company's Class A common stock issued and outstanding was automatically combined into one share of Class A common stock and every 30 shares of the Company's Class B common stock issued and ou

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan") that includes the following material changes: The aggregate number of shares of the Company's common stock that may be issued under the 2021 Plan is increased by 5,000,000 shares, subject to adjustment for certain changes in the Company's capitalization. The increase was adjusted as a result of the Reverse Stock Split to 166,666 shares. The aggregate maximum number of shares of the Company's common stock that may be issued pursuant to the exercise of incentive stock options under the 2021 Plan is increased by 5,000,000 shares, subject to adjustment for certain changes in the Company's capitalization. The increase was adjusted as a result of the Reverse Stock Split to 166,666 shares. A detailed summary of the material features of the 2021 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2024 (the "Proxy Statement"). That summary and the foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is set forth in Appendix A of the Proxy Statement. 1

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 10, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, there were an aggregate of 120,407,207 shares of Class A common stock and Class B common stock present or represented by proxy, which represented approximately 89.86% of the outstanding total voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of close of business on April 19, 2024 (the "Record Date"), and holders of the Company's Class B common stock were entitled to 20 votes for each share held as of the Record Date. The following actions were taken at such meeting: 1. The following nominees were elected to serve on the Company's Board until the Company's 2025 annual meeting of stockholders, based on the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Adam Sachs 444,820,546 752,746 47,609,355 Sammy Khalifa 444,826,567 746,725 47,609,355 Victoria Carr-Brendel 439,427,532 6,145,760 47,609,355 Ric Fulop 432,927,103 12,646,189 47,609,355 David Ho 434,766,287 10,807,005 47,609,355 Beverly Huss 439,426,920 6,146,372 47,609,355 Donald Tang 445,037,523 535,769 47,609,355 2. The amendment to the 2021 Plan was approved, based on the following results: Votes For Votes Against Abstentions Broker Non-Votes 443,072,603 2,330,928 169,761 47,609,355 3. An amendment to the Company's Certificate of Incorporation to effect the Proposed Reverse Stock Split, and to grant authorization to the Board to determine, in its sole discretion, the specific ratio at any whole number withi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 12, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 2

SIGNATURES

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: June 14, 2024 3

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View this 8-K filing on SEC EDGAR