UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
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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 | ||
| * | On March 3, 2026, the New York Stock Exchange determined to commence proceedings to delist and immediately suspend trading in the Class A common stock, par value $0.0001 per share, of Vicarious Surgical Inc. The registrant’s Class A common stock is currently quoted on the OTCID market tier operated by The OTC Markets Group, Inc. under the symbol “RBOT.” |
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.
Employment Agreement Amendments
On March 4, 2026, Vicarious Surgical Inc. (the “Company”) entered into amendments (the “Employment Agreement Amendments”) to the Executive Employment Agreements (the “Employment Agreements”) between the Company and each of Adams Sachs, the President of the Company, and Sammy Khalifa, the Chief Technology Officer of the Company.
Pursuant to their respective Employment Agreement Amendments, Mr. Sachs and Mr. Khalifa agreed to voluntarily reduce their annual base salaries to approximately $270,810 and $318,600, respectively. Notwithstanding the salary reductions, however, any target bonus amounts or severance payment amounts payable pursuant to the Employment Agreements will continue to be calculated on the basis of the base salaries as in effect for Mr. Sachs and Mr. Khalifa immediately prior to the execution of the Employment Agreement Amendments.
The foregoing descriptions of the Employment Agreement Amendments are summaries and do not purport to be complete. Such descriptions are qualified in their entirety by reference to the text of the Employment Agreement Amendments for Mr. Sachs and Mr. Khalifa, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Executive Employment Agreement, dated as of March 4, 2026, between Vicarious Surgical Inc. and Adam Sachs | |
| 10.2 | Amendment to Executive Employment Agreement, dated as of March 4, 2026, between Vicarious Surgical Inc. and Sammy Khalifa | |
| 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/ Stephen From | |
| Name: | Stephen From | |
| Title: | Chief Executive Officer | |
Date: March 6, 2026
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Exhibit 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) to the Executive Employment Agreement dated July 13, 2021 (the “Agreement”) is made and entered into on the date it is fully executed, and effective on the Effective Date (defined below), by and between Vicarious Surgical Inc. (the “Company”) and Adam Sachs (“Executive”). The Company and Executive are collectively referred to herein as the “Parties.”
WHEREAS, Executive is employed by the Company pursuant to the Agreement;
WHEREAS, the Parties desire to voluntarily amend the Agreement under the terms set forth herein; and
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Effective as of March, 9, 2026, the first sentence of Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following (the remainder of Section 3(a) shall remain unchanged):
(a) Base Salary. While Executive is employed hereunder, Executive shall earn a base salary at a bi-weekly rate of Ten Thousand Four Hundred and Fifteen Dollars and Seventy-Seven Cents ($10,415.77) (the “Base Salary”).
Notwithstanding the foregoing amendment to Section 3(a) of the Agreement and the definition of Base Salary thereunder, the references to Base Salary in Sections 3(b), 4(b)(i) and 4(c)(i) of the Agreement shall continue to mean Executive’s Base Salary prior to this amendment – i.e., a base salary at a bi-weekly rate of Twenty Thousand Eight Hundred and Thirty-One Dollars and Fifty-Four Cents ($20,831.54). All other references to Base Salary in the Agreement shall mean Executive’s Base Salary as amended herein.
By signing below, Executive acknowledges and agrees he is entering into this Amendment on a voluntary basis. The Parties agree that this Amendment and the resulting reduction in Executive’s Base Salary shall not constitute Good Reason for purposes of, and as defined in, the Agreement and shall not, in any way, form the basis of any claim to entitlement of severance benefits under Section 4 of the Agreement. For the avoidance of doubt, Executive expressly waives any right to, and agrees that he shall not, assert that this Amendment and the resulting reduction in his Base Salary constitute Good Reason for purposes of, and as defined in, the Agreement.
Except as otherwise specifically set forth herein, the provisions of the Agreement shall continue in full force and effect in accordance with their terms. By signing below, the Parties agree and acknowledge that they are only amending the Agreement as described herein and are not creating a new contract between them. For the avoidance of doubt, nothing in this Amendment is intended to modify any agreement(s) Executive has with the Company which address(es) post-employment obligations, such as agreements concerning nondisclosure of confidential information, nonsolicitation, noncompetition and intellectual property.
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. A scanned, electronic or facsimile signature shall be considered an original for all purposes.
IN WITNESS WHEREOF, this Amendment has been executed by the Company by its duly authorized officer, and by Executive, as of the date indicated below (the “Effective Date”).
VICARIOUS SURGICAL INC.
| By | /s/ Stephen From | Date: 3/4/2026 | |
| Stephen From, CEO | |||
| /s/ Adam Sachs | Date: 3/4/2026 | ||
| Adam Sachs | |||
Exhibit 10.2
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) to the Executive Employment Agreement dated July 13, 2021 (the “Agreement”) is made and entered into on the date it is fully executed, and effective on the Effective Date (defined below), by and between Vicarious Surgical Inc. (the “Company”) and Sammy Khalifa (“Executive”). The Company and Executive are collectively referred to herein as the “Parties.”
WHEREAS, Executive is employed by the Company pursuant to the Agreement;
WHEREAS, the Parties desire to voluntarily amend the Agreement under the terms set forth herein; and
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Effective as of March, 9, 2026, the first sentence of Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following (the remainder of Section 3(a) shall remain unchanged):
(a) Base Salary. While Executive is employed hereunder, Executive shall earn a base salary at a bi-weekly rate of Twelve Thousand Two Hundred and Fifty-Three Dollars and Eighty-Five Cents ($12,253.85) (the “Base Salary”).
Notwithstanding the foregoing amendment to Section 3(a) of the Agreement and the definition of Base Salary thereunder, the references to Base Salary in Sections 3(b), 4(b)(i) and 4(c)(i) of the Agreement shall continue to mean Executive’s Base Salary prior to this amendment – i.e., a base salary at a bi-weekly rate of Sixteen Thousand Three Hundred and Thirty-Eight Dollars and Forty-Six Cents ($16,338.46). All other references to Base Salary in the Agreement shall mean Executive’s Base Salary as amended herein.
By signing below, Executive acknowledges and agrees he is entering into this Amendment on a voluntary basis. The Parties agree that this Amendment and the resulting reduction in Executive’s Base Salary shall not constitute Good Reason for purposes of, and as defined in, the Agreement and shall not, in any way, form the basis of any claim to entitlement of severance benefits under Section 4 of the Agreement. For the avoidance of doubt, Executive expressly waives any right to, and agrees that he shall not, assert that this Amendment and the resulting reduction in his Base Salary constitute Good Reason for purposes of, and as defined in, the Agreement.
Except as otherwise specifically set forth herein, the provisions of the Agreement shall continue in full force and effect in accordance with their terms. By signing below, the Parties agree and acknowledge that they are only amending the Agreement as described herein and are not creating a new contract between them. For the avoidance of doubt, nothing in this Amendment is intended to modify any agreement(s) Executive has with the Company which address(es) post-employment obligations, such as agreements concerning nondisclosure of confidential information, nonsolicitation, noncompetition and intellectual property.
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. A scanned, electronic or facsimile signature shall be considered an original for all purposes.
IN WITNESS WHEREOF, this Amendment has been executed by the Company by its duly authorized officer, and by Executive, as of the date indicated below (the “Effective Date”).
VICARIOUS SURGICAL INC.
| By | /s/ Stephen From | Date: 3/4/2026 | |
| Stephen From, CEO | |||
| /s/ Sammy Khalifa | Date: 3/4/2026 | ||
| Sammy Khalifa | |||