RBOT 8-K
Vicarious Surgical Inc. (RBOT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 3.03 Material Modification to Rights of Security Holders.
Reverse Stock Split
On June 10, 2024, Vicarious Surgical Inc. (the “Company”), held its 2024 annual meeting of stockholders (the “Annual Meeting”) and, at the Annual Meeting, the Company’s stockholders approved the grant of discretionary authority to the Company’s Board of Directors (the “Board”) to amend the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split of all of the issued and outstanding Class A common stock and Class B common stock at a ratio of not less than 1-for-5 and not more than 1-for-30 (the “Proposed Reverse Stock Split”), and to grant authorization to the Board to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Proposed Reverse Stock Split becoming effective. The Board approved effecting the Proposed Reverse Stock Split, effective as of June 12, 2024, and fixed a ratio for the reverse stock split at 1-for-30. On June 12, 2024, the Company filed the amendment to the Certificate of Incorporation attached hereto as Exhibit 3.1 with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). The Certificate of Amendment effected a reverse stock split of the Class A common stock and Class B common stock at a ratio of 1-for-30 (the “Reverse Stock Split”), which became effective as of 4:15 p.m., Eastern Time, on June 12, 2024 (the “Effective Date”).
Impact on Class A Common Stock and Class B Common Stock
As of the Effective Date, the Company had 156,762,690 shares of Class A common stock issued and outstanding, and 19,619,760 shares of Class B common stock issued and outstanding. As a result of the Reverse Stock Split, every 30 shares of the Company’s Class A common stock issued and outstanding was automatically combined into one share of Class A common stock and every 30 shares of the Company’s Class B common stock issued and outstanding was automatically combined into one share of Class B common stock. Immediately following the Reverse Stock Split, there were approximately 5,225,423 shares of Class A common stock issued and outstanding and approximately 653,992 shares of Class B common stock issued and outstanding. The total number of authorized shares of Class A common stock and Class B common stock remained the same following the Reverse Stock Split. The Reverse Stock Split did not change the par value of the Class A common stock or Class B common stock or modify any voting rights or other terms of the common stock. The Company’s Class A common stock opened for trading on the New York Stock Exchange on a post-split basis under the Company’s existing trading symbol, “RBOT,” on June 13, 2024, and the new CUSIP identifier for the Class A common stock following the Reverse Stock Split is 92561V208.
Impact on Warrants
As of the Effective Date, the Company had publicly issued warrants listed on the New York Stock Exchange to purchase a total of 17,248,601 shares of Class A common stock (the “public warrants”) and privately placed warrants to purchase a total of 10,400,000 shares of Class A common stock (the “private placement warrants” and, together with the public warrants, the “Warrants”), with each whole Warrant being exercisable to purchase one share of Class A common stock at $11.50 per share. After giving effect to the Reverse Stock Split, the Warrants will be exercisable for a total of approximately 921,620 shares of Class A common stock with an exercise price of $345.00 per share. The Company’s public warrants will continue to be traded under the symbol “RBOT WS” and the CUSIP identifier for the warrants will remain unchanged.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) that includes the following material changes:
| ● | The aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan is increased by 5,000,000 shares, subject to adjustment for certain changes in the Company’s capitalization. The increase was adjusted as a result of the Reverse Stock Split to 166,666 shares. |
| ● | The aggregate maximum number of shares of the Company’s common stock that may be issued pursuant to the exercise of incentive stock options under the 2021 Plan is increased by 5,000,000 shares, subject to adjustment for certain changes in the Company’s capitalization. The increase was adjusted as a result of the Reverse Stock Split to 166,666 shares. |
A detailed summary of the material features of the 2021 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2024 (the “Proxy Statement”). That summary and the foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is set forth in Appendix A of the Proxy Statement.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, there were an aggregate of 120,407,207 shares of Class A common stock and Class B common stock present or represented by proxy, which represented approximately 89.86% of the outstanding total voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of close of business on April 19, 2024 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to 20 votes for each share held as of the Record Date.
The following actions were taken at such meeting:
1. The following nominees were elected to serve on the Company’s Board until the Company’s 2025 annual meeting of stockholders, based on the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Adam Sachs | 444,820,546 | 752,746 | 47,609,355 | |||||||||
| Sammy Khalifa | 444,826,567 | 746,725 | 47,609,355 | |||||||||
| Victoria Carr-Brendel | 439,427,532 | 6,145,760 | 47,609,355 | |||||||||
| Ric Fulop | 432,927,103 | 12,646,189 | 47,609,355 | |||||||||
| David Ho | 434,766,287 | 10,807,005 | 47,609,355 | |||||||||
| Beverly Huss | 439,426,920 | 6,146,372 | 47,609,355 | |||||||||
| Donald Tang | 445,037,523 | 535,769 | 47,609,355 | |||||||||
2. The amendment to the 2021 Plan was approved, based on the following results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 443,072,603 | 2,330,928 | 169,761 | 47,609,355 |
3. An amendment to the Company’s Certificate of Incorporation to effect the Proposed Reverse Stock Split, and to grant authorization to the Board to determine, in its sole discretion, the specific ratio at any whole number within such share range and the timing of the Proposed Reverse Stock Split becoming effective or to abandon the Proposed Reverse Stock Split was approved, based on the following results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 478,340,296 | 14,451,371 | 390,980 | 47,609,355 |
4. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 491,273,237 | 1,661,318 | 248,092 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with 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: | Chief Executive Officer | |
Date: June 14, 2024
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VICARIOUS SURGICAL INC.
Vicarious Surgical Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:
| 1. | This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on September 23, 2021, as amended on June 6, 2023 (the “Certificate of Incorporation”). | |
| 2. | That the Corporation’s Board of Directors duly adopted resolutions setting forth the following amendment (the “Amendment”) of the Corporation’s Certificate of Incorporation, declaring said Amendment to be advisable and calling a meeting of the Corporation’s stockholders for consideration thereof. | |
| 3. | That thereafter, pursuant to a resolution of its Board of Directors, the annual meeting of the Corporation’s stockholders was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of this Amendment. | |
| 4. | That the Corporation’s Certificate of Incorporation be amended by changing ARTICLE 4. by inserting the following immediately after the first paragraph under “CAPITAL STOCK” thereof, as follows: |
“At 4:15 p.m. New York City Time on June 12, 2024 (the “Effective Time”), pursuant to the DGCL, of this Certificate of Amendment to the Corporation’s Certificate of Incorporation, (a) each (i) thirty (30) shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into 1 share of Class A Common Stock and (ii) thirty (30) shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into 1 share of Class B Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Holders of Common Stock who otherwise would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive cash payment in lieu of any fractional share created as a result of such Reverse Stock Split. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificate”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests, as described above. Each holder of an Old Certificate shall receive, upon surrender of such Old Certificate, a new certificate representing the number of whole shares of Common Stock to which such stockholder is entitled pursuant to the Reverse Stock Split.”
| 5. | This Amendment has been approved and duly adopted in accordance with the provisions of Section 242 of the DGCL. | |
| 6. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of this 12th day of June, 2024.
| VICARIOUS SURGICAL INC. | |||
| By: | /s/ Adam Sachs | ||
| Name: | Adam Sachs | ||
| Title: | Chief Executive Officer | ||