8-K
Vicarious Surgical Inc. (RBOT)
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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): January 17, 2023
VICARIOUS SURGICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39384 | 87-2678169 |
|---|---|---|
| (State or<br>other jurisdiction<br><br> of incorporation) | (Commission File Number) | (IRS Employer <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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Victoria Carr-Brendel, Ph.D.to the Board of Directors
On January 17, 2023, the Board of Directors (the “Board”) of Vicarious Surgical Inc. (the “Company”) appointed Victoria Carr-Brendel, Ph.D. to the Board, effective as of January 23, 2023. Dr. Carr-Brendel will serve for a term to continue until the Company’s next annual meeting of stockholders.
Victoria Carr-Brendel, age 59, serves as the Group Vice President of Cochlear Implants at Sonova Group as well as the President of Advanced Bionics, a Sonova company and a global leader in the treatment of severe-to-profound hearing loss, since December 2018. From June 2015 to December 2018, Dr. Carr-Brendel served as the Chief Executive Officer for JenaValve Technology, Inc., a private company focused on developing transcatheter aortic valve repair systems to treat patients suffering from aortic valve disease. Between 2004 and 2015, she served in roles of increasing responsibility at Boston Scientific Corporation (NYSE:BSX), eventually overseeing the acquisition of Bayer’s Interventional Radiology division in 2014. Dr. Carr-Brendel holds a Bachelor’s degree in Biology from Monmouth College, a Master of Science in Microbiology from Iowa State University, and a Ph.D. in microbiology and Immunology from the University of Illinois at Chicago. Dr. Carr-Brendel’s qualifications to serve on the Board include her extensive medical device development experience leading R&D, new product development, divisional, and business development functions.
The Board has affirmatively determined that Dr. Carr-Brendel is an independent director pursuant to the New York Stock Exchange listing standards. There are no arrangements or understandings between Dr. Carr-Brendel and any other person pursuant to which Dr. Carr-Brendel was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Carr-Brendel has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Carr-Brendel has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Dr. Carr-Brendel 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 Dr. Carr-Brendel will serve on the Board for the year).
Dr. Carr-Brendel 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 Dr. Carr-Brendel’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Resignation of Philip Liang from the Boardof Directors
On January 19, 2023, Philip Liang, a member of the Board, notified the Company that he is resigning from the Board, effective as of January 23, 2023. The resignation of Mr. Liang was not a result of any disagreement with the Company or due to any matter relating to the Company’s operations, policies, or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated January 23, 2023 |
| 104 | Cover Page Interactive<br>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: January 23, 2023
2
Exhibit99.1
VicariousSurgical Announces Changes to Board of Directors
VictoriaCarr-Brendel, Ph.D. Elected to Board of Directors
Tech-FocusedVenture Capitalist Phil Liang to Resign
WALTHAM, Mass.--(BUSINESS WIRE)-- 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 appointment of Victoria Carr-Brendel, Ph.D. to the Vicarious Surgical Board of Directors effective today, January 23, 2023. The Company also announced the resignation of technology-focused venture capitalist Phil Liang from the Vicarious Surgical Board of Directors effective as of today.
“On behalf of the board, I’d like to thank Phil for his critical guidance and expertise as Vicarious Surgical navigated the pathway from tech start-up to publicly traded surgical robotics company,” said David Styka, Chairman of the Vicarious Surgical Board. “We are thrilled to welcome Victoria to the Vicarious Surgical team. I’m confident that her decades of experience bringing innovative medical devices from concept to commercialization will prove to be a significant asset in contemplation of a market-ready system.”
“I’m excited to join Vicarious Surgical at such a critical stage in their development efforts,” said Dr. Carr-Brendel. “At this point in its trajectory, robotic assisted surgery possesses the potential to impact many more patients than are treated by today’s technology. With its unique value proposition, I believe Vicarious Surgical is well positioned to deliver a solution that disrupts the current market and delivers tremendous value to patients and providers.”
Dr. Carr-Brendel possesses twenty-four years of medical device development experience leading R&D, new product development, divisional, and business development functions. She currently serves as the Group Vice President of Cochlear Implants at Sonova Group/President of Advanced Bionics, a Sonova company and a global leader in the treatment of severe-to-profound hearing loss. Prior to this, Dr. Carr-Brendel served as the Chief Executive Officer for JenaValve, a private company focused on developing transcatheter aortic valve repair systems to treat patients suffering from aortic valve disease. Between 2004 and 2015, she served in roles of increasing responsibility at Boston Scientific, eventually overseeing the acquisition of Bayer’s Interventional radiology division in 2014.
Dr. Carr-Brendel received a Bachelor’s degree in Biology from Monmouth College, a Master of Science in Microbiology from Iowa State University, and a Ph.D. in Microbiology and Immunology from the University of Illinois at Chicago.
AboutVicarious 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.
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 belief in its potential to impact many more patients than are treated by today’s technology and the belief that Vicarious Surgical is well positioned to deliver a solution that disrupts the current market and delivers tremendous value to patients and providers,, 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.
MediaInquiries
Abby Mayo for Matter Health
media@vicarioussurgical.com
InvestorContact
Kaitlyn Brosco
Vicarious Surgical
Kbrosco@vicarioussurgical.com
Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com
Source: Vicarious Surgical Inc.