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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): March 4, 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:
| 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* |
| * | On March 3, 2026, the New York Stock Exchange determined
to commence proceedings to delist and immediately suspend trading in the Class A common stock, par value $0.0001 per share, of Vicarious
Surgical Inc. The registrant’s Class A common stock is currently quoted on the OTCID market tier operated by The OTC Markets Group,
Inc. under the symbol “RBOT.” |
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.
Employment Agreement
Amendments
On March 4, 2026, Vicarious
Surgical Inc. (the “Company”) entered into amendments (the “Employment Agreement Amendments”) to the Executive
Employment Agreements (the “Employment Agreements”) between the Company and each of Adams Sachs, the President of the Company,
and Sammy Khalifa, the Chief Technology Officer of the Company.
Pursuant to their respective
Employment Agreement Amendments, Mr. Sachs and Mr. Khalifa agreed to voluntarily reduce their annual base salaries to approximately $270,810
and $318,600, respectively. Notwithstanding the salary reductions, however, any target bonus amounts or severance payment amounts payable
pursuant to the Employment Agreements will continue to be calculated on the basis of the base salaries as in effect for Mr. Sachs and
Mr. Khalifa immediately prior to the execution of the Employment Agreement Amendments.
The foregoing descriptions
of the Employment Agreement Amendments are summaries and do not purport to be complete. Such descriptions are qualified in their entirety
by reference to the text of the Employment Agreement Amendments for Mr. Sachs and Mr. Khalifa, which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to Executive Employment Agreement, dated as of March 4, 2026, between Vicarious Surgical Inc. and Adam Sachs |
| 10.2 |
|
Amendment to Executive Employment Agreement, dated as of March 4, 2026, between Vicarious Surgical Inc. and Sammy Khalifa |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 6, 2026
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