Vicarious Surgical holders OK reverse stock split

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Form Type

8-K

Rhea-AI Filing Summary

Vicarious Surgical Inc. held a special stockholder meeting where investors approved an amendment to its Certificate of Incorporation to enable a reverse stock split of its Class A and Class B common stock at a ratio between 1-for-2 and 1-for-30, with the exact ratio to be set by the Board.

Stockholders representing 1,885,434 shares, or about 60.68% of the total voting power, were present, satisfying quorum requirements. The reverse stock split proposal passed with 11,810,046 votes for, 49,675 against, and 3,430 abstentions, indicating strong support for giving the Board flexibility to adjust the share count and price structure.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Quorum shares represented: 1,885,434 shares Voting power represented: 60.68% Votes for reverse split: 11,810,046 votes +2 more

5 metrics

Quorum shares represented 1,885,434 shares Shares present or by proxy at special meeting

Voting power represented 60.68% Portion of outstanding total voting power at meeting

Votes for reverse split 11,810,046 votes Support for Reverse Stock Split Proposal

Votes against reverse split 49,675 votes Opposition to Reverse Stock Split Proposal

Reverse split range 1-for-2 to 1-for-30 Board-authorized ratio range for all common shares

Key Terms

reverse stock split, Certificate of Incorporation, Class B common stock, voting power

4 terms

reverse stock split financial

"to effect a reverse stock split of all of the outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Incorporation regulatory

"approve and adopt an amendment to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Class B common stock financial

"shares of Class A common stock and Class B common stock present"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

voting power financial

"represented approximately 60.68% of the outstanding total voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vicarious Surgical (RBOT) stockholders approve at the special meeting?

Stockholders approved an amendment allowing a reverse stock split of all Class A and Class B shares, at a ratio between 1-for-2 and 1-for-30, with the Board choosing the final ratio. This gives flexibility to adjust share count and price structure.

What reverse stock split range was authorized for Vicarious Surgical (RBOT)?

The authorization covers a reverse stock split in a range from 1-for-2 to 1-for-30 for both Class A and Class B common stock. The Board of Directors will later determine the specific split ratio within this approved range.

How many Vicarious Surgical (RBOT) votes supported the reverse stock split proposal?

The reverse stock split proposal received 11,810,046 votes for, 49,675 votes against, and 3,430 abstentions. This voting outcome shows substantial approval among participating stockholders for granting the Board authority to implement a reverse split.

What was the quorum and voting power at Vicarious Surgical’s special meeting?

A total of 1,885,434 shares of Class A and Class B common stock were present or represented by proxy, representing about 60.68% of total voting power. This level met quorum requirements for conducting official business at the special meeting.

How do voting rights differ between Vicarious Surgical Class A and Class B shares?

Holders of Class A common stock were entitled to one vote per share as of the record date, while holders of Class B common stock were entitled to twenty votes per share. Both classes voted together as a single class on the reverse split proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/08/2026 - 04:30 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents