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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): November 12, 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 November 12, 2024, Vicarious Surgical Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2024 and providing a business update.

 

A copy of the press release issued on November 12, 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 November 12, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: November 12, 2024

 

 

 

2

 

 

Exhibit 99.1

 

Vicarious Surgical Reports Third Quarter 2024 Financial Results

 

WALTHAM, Mass.-- (BUSINESS WIRE) – November 12, 2024 – 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 financial results for the quarter ended September 30, 2024. Management will host a corresponding conference call at 4:30 p.m. ET today, November 12, 2024.

 

“Our team’s strong execution throughout the year, continuing in the third quarter, has us on track to achieve our Version 1.0 System integration milestone within the next few weeks,” said Adam Sachs, Co-Founder and Chief Executive Officer. “This sets the stage for us to complete our first clinical patient in less than a year, a critical step that we believe will demonstrate the immense clinical value of our single-port robotic system for both patients and surgeons.”

 

Third Quarter 2024 Financial Results

 

Operating expenses were $17.8 million for the third quarter of 2024, compared to $21.4 million in the corresponding prior year period, a decrease of 17%.

 

R&D expenses for the third quarter of 2024 were $10.8 million, compared to $13.0 million in the third quarter of 2023.

 

General and administrative expenses for the third quarter of 2024 were $5.7 million, compared to $6.9 million in the third quarter of 2023.

 

Sales and marketing expenses for the third quarter of 2024 were $1.2 million, compared to $1.4 million in the third quarter of 2023.

 

Adjusted net loss for the third quarter was $17.0 million, equating to a loss of $2.87 per share, as compared to an adjusted net loss of $20.4 million, or a loss of $3.95 per share, for the same period of the prior year. GAAP net loss for the third quarter was $17.1 million, equating to a net loss per share of $2.90, as compared to a GAAP net loss of $15.7 million or a net loss per share of $3.04 for the same period of the prior year.

 

The Company had $60.9 million of cash and investments as of September 30, 2024. The Company’s cash burn rate for the third quarter of 2024 was $12.4 million.

 

Full Year 2024 Cash Burn Guidance

 

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

 

Conference Call

 

Vicarious Surgical will host a conference call today, Tuesday, November 12, 2024, at 4:30 p.m. ET to discuss its third quarter 2024 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: 246564. 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.

 

2

 

 

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, timeline for achieving our Version 1.0 System integration and timeline for completing our first clinical patient, 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 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.

 

3

 

 

VICARIOUS SURGICAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2024   2023   2024   2023 
Operating expenses:                
Research and development  $10,800   $13,040   $31,692   $39,110 
Sales and marketing   1,208    1,401    3,546    5,027 
General and administrative   5,747    6,911    16,339    20,988 
Total operating expenses   17,755    21,352    51,577    65,125 
Loss from operations   (17,755)   (21,352)   (51,577)   (65,125)
Other income (expense):                    
Change in fair value of warrant liabilities   (138)   4,703    (415)   3,705 
Interest and other income   802    946    2,695    3,463 
Interest expense       (1)       (3)
Income/(loss) before income taxes   (17,091)   (15,704)   (49,297)   (57,960)
Provision for income taxes                
Net income/(loss)  $(17,091)  $(15,704)  $(49,297)  $(57,960)
Net income/(loss) per share of Class A and Class B common stock, basic  $(2.90)  $(3.04)  $(8.39)  $(12.77)
Weighted average shares, diluted   5,899,616    5,171,380    5,876,626    4,539,806 
Other comprehensive income/(loss):                    
Net unrealized gain/(loss) on investments   175    41    114    (89)
Other comprehensive gain/(loss)   175    41    114    (89)
Comprehensive net income/(loss)  $(16,916)  $(15,663)  $(49,183)  $(58,049)

 

4

 

 

VICARIOUS SURGICAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

 

   September 30,   December 31, 
   2024   2023 
Assets        
Current assets:        
Cash and cash equivalents  $7,069   $52,822 
Short-term investments   53,795    45,355 
Prepaid expenses and other current assets   3,113    2,776 
Total current assets   63,977    100,953 
Restricted cash   936    936 
Property and equipment, net   4,820    6,402 
Right-of-use assets   10,794    11,459 
Other long-term assets   89    114 
Total assets  $80,616   $119,864 
           
Liabilities, Convertible Preferred Stock and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $2,416   $1,258 
Accrued expenses   5,013    4,975 
Lease liabilities, current portion   1,174    1,047 
Total current liabilities   8,603    7,280 
Lease liabilities, net of current portion   12,886    13,785 
Warrant liabilities   1,245    830 
Total liabilities   22,734    21,895 
Stockholders’ equity:          
Class A Common Stock   15    15 
Class B Common Stock   2    2 
Additional paid-in capital   239,750    230,654 
Accumulated other comprehensive income   124    10 
Accumulated deficit   (182,009)   (132,712)
Total stockholders’ equity   57,882    97,969 
Total liabilities and stockholders’ equity  $80,616   $119,864 

 

5

 

 

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
September 30,
   Nine Months Ended
September 30,
 
   2024   2023   2024   2023 
Net income/(loss)  $(17,091)  $(15,704)  $(49,297)  $(57,960)
Change in fair value of warrant liabilities   (138)   4,703    (415)   3,705 
Adjusted net loss   (16,953)   (20,407)   (48,882)   (61,665)
Adjusted EPS, basic and diluted  $(2.87)  $(3.95)  $(8.32)  $(13.58)
Weighted average shares, basic and diluted   5,899,616    5,171,380    5,876,626    4,539,806 

 

Investor Contact

 

Kaitlyn Brosco

Vicarious Surgical

Kbrosco@vicarioussurgical.com

 

Media Inquiries

 

media@vicarioussurgical.com

23076573v.1

 

6

 

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Entity Registrant Name VICARIOUS SURGICAL INC.
Entity Central Index Key 0001812173
Entity Tax Identification Number 87-2678169
Entity Incorporation, State or Country Code DE
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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
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