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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 17, 2021
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
D8
Holdings Corp.
(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.
INTRODUCTORY
NOTE
On
September 17, 2021, Vicarious Surgical Inc., a Delaware corporation (f/k/a D8 Holdings Corp.) (the “Company”, and
prior to the Business Combination, “D8”) filed a Current Report on Form 8-K (the “Original Report”)
to report the consummation of the Business Combination and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.06
and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to
Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03
and 8.01 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
| Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
disclosure set forth in Item 3.03 of the Original Report is incorporated in this Item 5.03 by reference.
In
connection with the Business Combination, holders of approximately 26.7
million D8 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption
price of approximately $10.00 per share, for an aggregate redemption amount of $267,674,862.02.
| Item
9.01. | Financial
Statements and Exhibits. |
| | | |
| | (d) | Exhibits |
Exhibit
Number |
|
Exhibit
Description |
|
Filed
Herewith |
|
Incorporated
by Reference herein from Form or Schedule |
|
Filing
Date |
|
SEC
File/Reg. Number |
| 2.1† |
|
Agreement
and Plan of Merger, dated as of April 15, 2021, by and among Vicarious Surgical Inc. (formerly D8 Holdings Corp.), Snowball Merger
Sub, Inc., and Vicarious Surgical Operating Co. (formerly Vicarious Surgical Inc.). |
|
|
|
Form
8-K
(Exhibit
2.1) |
|
4/15/2021 |
|
001-39384 |
| 3.1 |
|
Certificate of Incorporation of Vicarious Surgical Inc. |
|
|
|
Form 8-K
(Exhibit 3.1)
|
|
9/23/2021 |
|
001-39384 |
| 3.2 |
|
Amended and Restated Bylaws of Vicarious Surgical Inc. |
|
|
|
Form 8-K
(Exhibit 3.2)
|
|
9/23/2021 |
|
001-39384 |
| 4.1 |
|
Specimen Class A Common Stock Certificate. |
|
|
|
Form 8-K
(Exhibit 4.1)
|
|
9/23/2021 |
|
001-39384 |
| 4.2 |
|
Warrant Agreement, dated as of July 14, 2020, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and Continental Stock Transfer & Trust Company. |
|
|
|
Form
8-K
(Exhibit
4.1) |
|
7/17/2020 |
|
001-39384 |
| 10.1 |
|
Form of Subscription Agreement, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.), and the subscriber parties thereto. |
|
|
|
Form
8-K
(Exhibit
10.1) |
|
4/15/2021 |
|
001-39384 |
| 10.2† |
|
Building Lease for the premises located at 78 Fourth Avenue, Waltham, Massachusetts, dated as of January 25, 2021, by and among Vicarious Surgical Inc. and Fourth Avenue LLC. |
|
|
|
Form
S-4/A
(Exhibit
10.12) |
|
8/2/2021 |
|
333-257055 |
| 10.3+ |
|
Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and Adam Sachs. |
|
|
|
Form
S-4/A
(Exhibit
10.13) |
|
7/15/2021 |
|
333-257055 |
| 10.4+ |
|
Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and Sammy Khalifa. |
|
|
|
Form
S-4/A
(Exhibit
10.14) |
|
7/15/2021 |
|
333-257055 |
| 10.5+ |
|
Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and William Kelly. |
|
|
|
Form
S-4/A
(Exhibit
10.15) |
|
7/15/2021 |
|
333-257055 |
| 10.6+ |
|
Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and June Morris. |
|
|
|
Form
S-4/A
(Exhibit
10.16) |
|
7/15/2021 |
|
333-257055 |
| 10.7+ |
|
Letter Agreement, dated as of June 2, 2021, by and between Vicarious Surgical and David Styka. |
|
|
|
Form
S-4/A
(Exhibit
10.17) |
|
7/15/2021 |
|
333-257055 |
| 10.8+ |
|
Nonemployee Director Compensation Policy. |
|
|
|
Form
S-4/A
(Exhibit
10.18) |
|
7/15/2021 |
|
333-257055 |
| 10.9+ |
|
Vicarious Surgical Inc. 2014 Stock Incentive Plan, as amended. |
|
|
|
Form 8-K
(Exhibit 10.9) |
|
9/23/2021 |
|
001-39384 |
| 10.10+ |
|
Vicarious Surgical Inc. 2021 Equity Incentive Plan, and forms of agreement thereunder. |
|
|
|
Form 8-K
(Exhibit 10.10)
|
|
9/23/2021 |
|
001-39384 |
| 10.11 |
|
Amended and Restated Registration Rights Agreement, dated as of September 17, 2021, by and among Vicarious Surgical Inc. (formerly D8 Holdings Corp.), Vicarious Surgical Operating Co. (formerly Vicarious Surgical Inc.) and certain of their securityholders. |
|
|
|
Form 8-K
(Exhibit 10.11) |
|
9/23/2021 |
|
001-39384 |
| 10.12+ |
|
Form of Indemnification Agreement. |
|
|
|
Form 8-K
(Exhibit 10.12)
|
|
9/23/2021 |
|
001-39384 |
| 10.13 |
|
Director Nomination Agreement, dated as of September 17, 2021, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and D8 Sponsor LLC. |
|
|
|
Form 8-K
(Exhibit 10.13) |
|
9/23/2021 |
|
001-39384 |
| 16.1 |
|
Letter from WithumSmith+Brown, PC to the SEC, dated September 23, 2021. |
|
|
|
Form 8-K
(Exhibit 16.1)
|
|
9/23/2021 |
|
001-39384 |
| 21.1 |
|
List of Subsidiaries. |
|
|
|
Form 8-K
(Exhibit 21.1) |
|
9/23/2021 |
|
001-39384 |
| 99.1 |
|
Unaudited condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2021. |
|
|
|
Form 8-K
(Exhibit 99.1)
|
|
9/23/2021 |
|
001-39384 |
| 99.2 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2021 and 2020. |
|
|
|
Form 8-K
(Exhibit 99.2)
|
|
9/23/2021 |
|
001-39384 |
| 99.3 |
|
Risk Factors. |
|
|
|
Form 8-K
(Exhibit 99.3)
|
|
9/23/2021 |
|
001-39384 |
| 99.4 |
|
Unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020.
|
|
|
|
Form 8-K
(Exhibit 99.4) |
|
9/23/2021 |
|
001-39384 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
| † | Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules
to the SEC upon its request. |
| @ | Certain
confidential portions of this Exhibit were omitted by means of marking such portions with
brackets (“[***]”) because the identified confidential portions (i) are not material
and (ii) would be competitively harmful if publicly disclosed. |
| + | Management
contract or compensatory plan or arrangement. |
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:
September 23, 2021
