Vicarious Surgical (NYSE: RBOT) cuts board size, refreshes 2025 cash burn guidance

Rhea-AI Filing Summary

Vicarious Surgical Inc. reported governance changes as two directors, Beverly Huss and Randy Clark, resigned from its Board of Directors effective December 1, 2025. The company stated their resignations were part of a Board decision to reduce its size and were not due to any disagreement over operations, policies, or practices.

Following these departures, the Board was reduced from nine members to seven. To fill committee roles, Joseph Doherty joined the Audit Committee, Fuad Ahmad joined the Compensation Committee, and Victoria Carr‑Brendel was named Chair of the Compensation Committee, all effective the same day.

On December 3, 2025, Vicarious Surgical also announced via press release that it had updated guidance on its 2025 cash burn and highlighted the committee changes. This press release was furnished as an exhibit and not deemed filed for liability purposes under securities laws.

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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): December 1, 2025

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
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.

On December 1, 2025 (the “Effective Date”), Beverly Huss and Randy Clark each resigned as a member of the Board of Directors (the “Board”) of Vicarious Surgical Inc. (the “Company”), effective as of the Effective Date. Ms. Huss’s and Mr. Clark’s resignations were tendered in connection with a decision by the Board to reduce its size, and did not result from any disagreement regarding the Company’s operations, policies or practices.

In connection with Ms. Huss’s and Mr. Clark’s resignations, the Board reduced its size from nine members to seven as of the Effective Date. To address the resulting committee vacancies, Joseph Doherty was appointed as a member of the Audit Committee of the Board, Fuad Ahmad was appointed as a member of the Compensation Committee of the Board (the “Compensation Committee”), and Victoria Carr-Brendel was appointed as Chair of the Compensation Committee, in each case effective as of the Effective Date.

Item 7.01. Regulation FD Disclosure.

On December 3, 2025, the Company issued a press release announcing updated guidance on the Company’s cash burn for 2025 and the committee changes described in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated December 3, 2025
104		Cover Page Interactive Data File (embedded within 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/ Stephen From
	Name:	Stephen From
	Title:	Chief Executive Officer

Date: December 3, 2025

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