false
0001812173
0001812173
2026-04-08
2026-04-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 8, 2026
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
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 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: None.
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
5.07 Submission of Matters to a Vote of Security Holders.
On
April 8, 2026, Vicarious Surgical Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”).
At the Special Meeting, the Company’s stockholders voted on one proposal, which is described in more detail in the Company’s
definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on March 23, 2026. There were an
aggregate of 1,885,434 shares of Class A common stock and Class B common stock present or represented by proxy at the Special Meeting,
which represented approximately 60.68% of the outstanding total voting power of the shares of Class A common stock and Class B common
stock entitled to vote at the Special 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
March 16, 2026 (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 action was taken at the Special Meeting:
1.
To approve and adopt an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of all of the outstanding
shares of Class A common stock and Class B common stock, at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined
by the Board (the “Reverse Stock Split Proposal”):
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 11,810,046 |
|
49,675 |
|
3,430 |
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:
April 8, 2026