8-K
Vicarious Surgical Inc. (RBOT)
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 7, 2022
VICARIOUS SURGICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39384 | 87-2678169 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>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)) |
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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. ☐
Item2.02. Results of Operations and Financial Condition.
On November 7, 2022, Vicarious Surgical Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2022 and providing a business update. A copy of the press release 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.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 7, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: | President and Chief Executive Officer |
| Date: | November 7, 2022 |
| --- | --- |
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Exhibit 99.1
Vicarious Surgical Reports Third Quarter 2022Financial Results
WALTHAM, Mass.-- (BUSINESS WIRE) – November 7, 2022 – 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 ended September 30, 2022. Management will host a corresponding conference call at 4:30 p.m. ET today, November 7, 2022.
“During the third quarter, our team completed the integration phase of the Beta 2 system build, and I’m incredibly encouraged by the results of our cadaveric testing. We look forward to showcasing the finalized system at our upcoming investor and analyst event in December,” said Adam Sachs, Chief Executive Officer of Vicarious Surgical. “We continue to focus our efforts on delivering an innovative system designed to address the specific needs of surgeons and hospital systems, with invaluable input from UPMC, our newest collaboration, and existing Center of Excellence partners UH and HCA.”
ThirdQuarter 2022 Financial Results
| ● | Operating<br>expenses were $22.2 million for the third quarter of 2022, compared to $8.6 million in the corresponding prior year period, an increase<br>of 159%. |
|---|---|
| ● | R&D expenses for the third quarter of 2022 were $12.1 million, compared to $5.2 million in the third quarter of 2021. |
| --- | --- |
| ● | General and administrative expenses for the third quarter of 2022 were $8.1 million, compared to $2.5 million in the third quarter of 2021. |
| --- | --- |
| ● | Sales and marketing expenses for the third quarter of 2022 were $1.9 million, compared to $0.8 million in the third quarter of 2021. |
| --- | --- |
| ● | Adjusted net loss for the third quarter was $21.7 million, equating to a loss of $0.18 per share, as compared to an adjusted net loss of $8.6 million, or a loss of $0.09 per share, for the same period of the prior year. GAAP Net loss for the third quarter was $24.7 million, equating to a basic and diluted net loss per share of $0.20, as compared to a net loss of $45.1 million or a basic and diluted net loss per share of $0.49 for the same period of the prior year. |
| --- | --- |
| ● | Cash<br>burn rate for the third quarter of 2022 was $14.5 million. The company<br>had $126.8 million cash and equivalents as of September 30, 2022. |
| --- | --- |
Conference Call
Vicarious Surgical will host a conference call at 4:30 p.m. ET on Monday, November 7, 2022, to discuss its third quarter 2022 financial results. The call may be accessed through an operator by dialing + 1 (646) 904 5544 for domestic callers or + 1 (929) 526 1599 for international callers, using access code: 084542. 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 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.
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.
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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 impact of COVID-19 on Vicarious Surgical’s business; 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 products and services; Vicarious Surgical’s ability to obtain and maintain regulatory approval for the Vicarious 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 products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of Vicarious Surgical’s products and services and reimbursement for medical procedures conducted using its products 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; 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.
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VICARIOUS SURGICAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
| Three Months Ended <br> September 30, | Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | $ | 12,120 | $ | 5,189 | $ | 32,023 | $ | 12,804 | ||||
| Sales and marketing | 1,912 | 842 | 4,625 | 1,393 | ||||||||
| General and administrative | 8,130 | 2,530 | 22,820 | 6,206 | ||||||||
| Total operating expenses | 22,162 | 8,561 | 59,468 | 20,403 | ||||||||
| Loss from operations | (22,162 | ) | (8,561 | ) | (59,468 | ) | (20,403 | ) | ||||
| Other income (expense): | ||||||||||||
| Change in fair value of warrant liabilities | (3,038 | ) | (36,532 | ) | 75,291 | (36,532 | ) | |||||
| Interest income | 494 | — | 603 | 1 | ||||||||
| Interest expense | (31 | ) | (31 | ) | (89 | ) | (59 | ) | ||||
| Income/(loss) before income taxes | (24,737 | ) | (45,124 | ) | 16,337 | (56,993 | ) | |||||
| Provision for income taxes | — | — | — | — | ||||||||
| Net income/(loss) and comprehensive gain/(loss) | $ | (24,737 | ) | $ | (45,124 | ) | $ | 16,337 | $ | (56,993 | ) | |
| Net income/(loss) per share of Class A and Class B common stock, basic | $ | (0.20 | ) | $ | (0.49 | ) | $ | 0.14 | $ | (0.64 | ) | |
| Net income/(loss) per share of Class A and Class B common stock, diluted | $ | (0.20 | ) | $ | (0.49 | ) | $ | 0.12 | $ | (0.64 | ) | |
| Weighted average shares, basic | 121,965,277 | 92,233,000 | 121,201,693 | 89,211,046 | ||||||||
| Weighted average shares, diluted | 121,965,277 | 92,233,000 | 131,102,132 | 89,211,046 |
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VICARIOUS SURGICAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 126,797 | $ | 173,507 | ||
| Prepaid expenses and other current assets | 4,535 | 4,867 | ||||
| Total current assets | 131,332 | 178,374 | ||||
| Restricted cash | 936 | 1,055 | ||||
| Property and equipment, net | 5,941 | 2,250 | ||||
| Right-of-use assets | 12,466 | — | ||||
| Total assets | $ | 150,675 | $ | 181,679 | ||
| Liabilities, Convertible Preferred Stock and Stockholders’ Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 4,933 | $ | 1,500 | ||
| Accrued expenses | 5,367 | 4,098 | ||||
| Lease liabilities, current portion | 750 | — | ||||
| Current portion of equipment loans | 28 | 47 | ||||
| Current portion of term loan | 600 | 600 | ||||
| Total current liabilities | 11,678 | 6,245 | ||||
| Lease liabilities, net of current portion | 15,066 | — | ||||
| Deferred rent | — | 1,631 | ||||
| Equipment loans, net of current portion | — | 16 | ||||
| Term loan, net of current portion and issuance costs | 250 | 675 | ||||
| Warrant liabilities | 14,729 | 90,021 | ||||
| Total liabilities | 41,723 | 98,588 | ||||
| Stockholders’ equity: | ||||||
| Class A Common stock | 10 | 10 | ||||
| Class B Common stock | 2 | 2 | ||||
| Additional paid-in capital | 159,401 | 149,877 | ||||
| Accumulated deficit | (50,461 | ) | (66,798 | ) | ||
| Total stockholders’ equity | 108,952 | 83,091 | ||||
| Total liabilities and stockholders’ equity | $ | 150,675 | $ | 181,679 |
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VICARIOUS SURGICAL INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES
(in thousands, except share and per share data)
Adjusted net loss and Adjusted EPS
| Three Months Ended <br> September 30, | Nine Months Ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net income/(loss) | $ | (24,737 | ) | $ | (45,124 | ) | $ | 16,337 | $ | (56,993 | ) | |
| Change in fair value of warrant liabilities | (3,038 | ) | (36,532 | ) | 75,291 | (36,532 | ) | |||||
| Adjusted net loss | (21,699 | ) | (8,592 | ) | (58,954 | ) | (20,461 | ) | ||||
| Adjusted EPS, basic | $ | (0.18 | ) | $ | (0.09 | ) | $ | (0.49 | ) | $ | (0.23 | ) |
| Adjusted EPS, diluted | $ | (0.18 | ) | $ | (0.09 | ) | $ | (0.45 | ) | $ | (0.23 | ) |
| Weighted average shares, basic | 121,965,277 | 92,233,000 | 121,201,693 | 89,211,046 | ||||||||
| Weighted average shares, diluted | 121,965,277 | 92,233,000 | 131,102,132 | 89,211,046 |
Investor Contact
Kaitlyn Brosco
Vicarious Surgical
Kbrosco@vicarioussurgical.com
Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com
Media Inquiries
Abby Mayo for Matter Health
media@vicarioussurgical.com
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