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): October 18, 2022
VICARIOUS SURGICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39384 | 87-2678169 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 78 Fourth Avenue<br><br> <br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Resignation of Samir Kaul and Dror Berman fromthe Board of Directors
On October 18, 2022, Samir Kaul and Dror Berman, members of the Board of Directors (the “Board”) of Vicarious Surgical Inc. (the “Company”), each notified the Company that he is resigning from the Board, effective October 18, 2022. The resignations of Mr. Kaul and Mr. Berman was not a result of any disagreement with the Company or due to any matter relating to the Company’s operations, policies, or practices.
Appointment of Beverly Huss to the Board ofDirectors
On October 18, 2022, the Board appointed Beverly A. Huss to the Board, effective as of the same date, to fill one of the vacancies created by the departures of Mr. Kaul and Mr. Berman. The Board also appointed Ms. Huss to serve on the Audit Committee of the Board. Ms. Huss will serve for a term to continue until the Company’s next annual meeting of stockholders.
Beverly Huss, age 62, serves as executive chair of the board of directors of Madorra, Inc, a privately-held medical device company developing solutions to improve quality of life after menopause. She previously served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a medical device company focused on creating a novel non-invasive device for the preservation of tissue, from January 2021 to June 2022. From September 2013 until December 2020, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), a medical device company focused on temperature management therapies. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at a start-up medical device company, Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, including President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss also currently serves on the board of directors of Accuray Incorporated (Nasdaq: ARAY), Iridex Corporation (Nasdaq: IRIX) and Ancora Heart, Inc., a private medical device company. Her prior board experience includes serving on the boards of directors of Pagonia, Qool, and Coala-Life Group AB, a Swedish public medical device company developing heart monitors. Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University. Ms. Huss’s qualifications to serve on the Board include her extensive experience in the medical device industry, including more than 25 years of management experience and experience in the areas of business operations and corporate governance.
The Board has affirmatively determined that Ms. Huss is an independent director pursuant to the New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Huss and any other person pursuant to which Ms. Huss was appointed as a director. There are no transactions to which the Company is a party and in which Ms. Huss has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Ms. Huss has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Ms. Huss will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s Amended and Restated Nonemployee Director Compensation Policy (pro-rated as applicable to reflect the actual time Ms. Huss will serve on the Board for the year).
Ms. Huss entered into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, 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.
A copy of the press release announcing Ms. Huss’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements andExhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated October 20, 2022 |
| 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: | President and Chief Executive Officer | |
| Date: October 20, 2022 |
2
Exhibit 99.1
VicariousSurgical Announces Changes to Board of Directors
Tech-FocusedVenture Capitalists Dror Berman and Samir Kaul to Resign
BeverlyHuss Elected to Board of Directors
Waltham, Mass.,October 20, 2022 – Vicarious Surgical Inc. (“Vicarious Surgical” or the “Company”), a next-generation robotics company seeking to improve the cost, efficiency, and outcomes of surgical procedures, today announced the resignation of technology-focused venture capitalists Dror Berman and Samir Kaul from the Vicarious Surgical Board of Directors effective October 18, 2022. The Company also announced the appointment of Beverly Huss to the Vicarious Surgical Board of Directors, effective as of the same day. Ms. Huss will serve as a member of the Board’s Audit Committee.
“On behalf of the Board, I would like to thank Samir and Dror for their meaningful contributions and dedication to Vicarious Surgical over the past years; both have been instrumental in Vicarious’ evolution from tech start-up into the public, surgical robotic company that it is today,” said David Styka, Chairman of the Vicarious Surgical Board. “We are excited to welcome Beverly to the Vicarious team, where she will undoubtedly be a tremendous resource given her decades of broad experience in the medical device field and reputation as a visionary leader earned through successful pursuits across research and development, manufacturing, marketing and commercialization. Beverly’s involvement will be invaluable in advancing the Vicarious strategy.”
“I am honored to join the Vicarious Surgical Board at this exciting phase for the Company,” said Ms. Huss. “The Vicarious system possesses a number of differentiating factors that I believe hold the potential to transform the standard in surgical robotics. I look forward to working closely with my fellow board members and the Vicarious leadership team in their pursuit to bring these advancements to patients in need.”
Ms. Huss co-founded and previously served as Chief Executive Officer of Pagonia Medical, a development stage company in the tissue preservation market, where she led the incorporation efforts and seed capital financing. Prior to this, Ms. Huss served over several years as Chief Executive Officer of Qool Therapeutics, Inc., a therapeutic hypothermia and medical device company, and as Chief Executive Officer of Vibrynt, Inc., a start-up medical device company dedicated to creating minimally invasive therapies for patients suffering from morbid obesity. From 1986 to 2005, Ms. Huss served in various general management roles of increasing responsibility within the research and development, regulatory affairs, marketing and sales departments of Guidant Corporation, a market leading medical device company focused on treatment of cardiac rhythm management, cardiovascular and peripheral vascular disease through minimally invasive therapies, until its acquisition by Boston Scientific Corporation.
Ms. Huss is a veteran board member with nearly two decades of board experience and presently resides on the Boards of Accuray Incorporated, Ancora Heart, Inc., Iridex Corporation and Madorra, Inc. She received a Bachelor of Science in metallurgical engineering from the University of Illinois Urbana-Champaign and a Master’s degree in technology management from Pepperdine University.
About VicariousSurgical
****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.
Forward-LookingStatements
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 statements regarding Vicarious Surgical’s potential, 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.
Media InquiriesAbby Mayo for Matter Health
media@vicarioussurgical.com
Investor ContactKaitlyn Brosco
Vicarious Surgical
Kbrosco@vicarioussurgical.com
Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com
Source: Vicarious Surgical Inc.