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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 3, 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 |
|
|
| (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 |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 3, 2026, the New York Stock Exchange (the “NYSE”)
notified Vicarious Surgical Inc. (the “Company”) that the NYSE had determined to (A) immediately suspend trading in the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), due to a determination that the Company had fallen below the
NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive
30 trading day period of at least $15,000,000 pursuant to Section 802.01B of the NYSE Listed Company Manual, and (B) commence proceedings
to delist the Common Stock.
The NYSE has stated that it will apply to the Securities and Exchange
Commission to delist the Common Stock by filing a Form 25 upon completion of all applicable procedures, including any appeal by the Company
of the NYSE’s delisting determination, which appeal must be made within ten business days from receipt of the determination. The
Company is currently evaluating whether to appeal the delisting determination.
The Company has received approval of its application to have the Common
Stock quoted on the OTCID market tier (“OTCID”) operated by the OTC Markets Group, Inc. (“OTC Markets”). The Company
expects that the Common Stock will commence quotation on the OTCID at the open of business on March 4, 2026 under the current trading
symbol of “RBOT.”
The OTCID is a significantly more limited market than the NYSE, and
quotation on any OTC market will result in a less liquid market for existing and potential holders of the Common Stock to trade the Common
Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will
continue to trade on this market, whether broker-dealers will provide and continue to provide public quotes of the Common Stock on this
market, or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market. The suspension
and/or delisting of the Company’s common stock from the NYSE could negatively impact the Company by (i) reducing the liquidity and
market price of the Common Stock; (ii) reducing the number of investors willing to hold or acquire the Common Stock, which could negatively
impact the Company’s ability to raise equity financing; (iii) impacting the Company’s ability to use a registration statement
to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing
the Company’s ability to provide equity incentives to its employees.
Item 7.01 Regulation FD Disclosure.
On March 4, 2026, the Company issued a press release announcing the
matters disclosed in Item 3.01 above. 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.
Forward Looking-Statements
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as “assumes,”
“may,” “should,” “could,” “will,” “expects,” “expected,” “seeks
to,” “anticipates,” “plans,” “believes,” “estimates,” “foresee,” “intends,”
“guidance,” “predicts,” “projects,” “projecting,” “potential,” “targeting,”
“will likely result,” or “continue,” or the negative of such terms and other comparable terminology. These forward-looking
statements involve a number of risks and uncertainties, some of which are beyond the Company’s control, including, without limitation,
future fluctuations in the Company’s market capitalization and stockholders’ equity; the Company’s ability to appeal
the delisting determination; and the expected timing for quotation on the OTCID. Therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties discussed in
the Company’s SEC filings and reports.
New risks and uncertainties arise from time to time, and it is impossible
for the Company to predict these events or how they may affect the Company. The Company disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required
by law.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by Vicarious Surgical Inc., dated March 4, 2026 |
| 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 4, 2026
Exhibit 99.1
Vicarious Surgical Receives Delisting Notice
From NYSE
March 4, 2026
WALTHAM, MA – (BUSINESS WIRE) – Vicarious Surgical Inc.
(NYSE: RBOT) (the “Company”), a next-generation robotics technology company seeking to improve lives by transforming robotic
surgery, today announced that on March 3, 2026, it received a notice (the “Notice”) from the New York Stock Exchange (the
“NYSE”) that the NYSE has commenced the process of delisting the Company’s Class A common stock, par value $0.0001 per
share (the “Common Stock”). Trading on the Company’s Common Stock on the NYSE was suspended after market close on March
3, 2026.
The NYSE has determined that the Company has fallen below the continued
listing standard, requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period
of at least $15,000,000, pursuant to Section 802.01B of the NYSE Listed Company Manual. The NYSE has stated that it will apply to the
Securities and Exchange Commission (the “SEC”) to delist the Common Stock upon completion of all applicable procedures, including
any appeal by the Company of the NYSE’s delisting determination, which appeal must be made within ten business days from receipt
of the Notice. The Company is evaluating whether to appeal the delisting determination.
The Company has received approval of its application to have the Common
Stock quoted on the OTCID market tier (“OTCID”) operated by The OTC Markets Group, Inc. (“OTC Markets”). The Company
expects the Common Stock will commence quotation on the OTCID at the open of business on March 4, 2026 under the current trading symbol
of “RBOT.”
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next-generation surgical
robotics company, developing a unique disruptive technology with the multiple goals of substantially 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 virtually 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 has received backing 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.
In accordance with guidance provided by the SEC regarding use by a
company of its websites and social media channels as a means to disclose material information to investors and to comply with its disclosure
obligations under Regulation FD, the Company hereby notifies investors, the media and other interested parties that it intends to continue
to use its investor relations website (https://investor.vicarioussurgical.com/), its LinkedIn page(https://linkedin.com/company/vicarious-surgical/)
and its X feed (@VicariousSurg) to publish important information about the Company, including information that may be deemed material
to investors. The list of social media channels that the Company uses may be updated on its investor relations website from time to time.
The Company encourages investors, the media, and other interested parties to review the information the Company posts on its website
and social media channels as described above, in addition to information announced by the Company through its SEC filings, press releases
and public conference calls and webcasts.
Forward-Looking Statements
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 the timing of quotation of the Common Stock on the OTCID and the potential
for the Company to appeal the delisting determination, 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 the Company’s control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: future fluctuations in the Company’s
market capitalization and stockholders’ equity; the expected timing for quotation on the OTCID; the Company’s future business
strategy; the approval, commercialization and adoption of the Company’s initial product candidates and the success of its single-port
surgical robot, called the Vicarious Surgical System, and any of its future product candidates and service offerings; changes in applicable
laws or regulations; the ability of the Company to raise financing in the future; the success, cost and timing of the Company’s
product and service development activities; the potential attributes and benefits of the Company’s product candidates and services;
the Company’s ability to obtain and maintain regulatory approval for the Vicarious Surgical System, and any related restrictions
and limitations of any approved product; the size and duration of human clinical trials for the Vicarious Surgical System; the Company’s
ability to identify, in-license or acquire additional technology; the Company’s ability to maintain its existing license, manufacture,
supply and distribution agreements; the Company’s ability to compete with other companies currently marketing or engaged in the
development of products and services that the Company is currently marketing or developing; the size and growth potential of the markets
for the Company’s product candidates and services, and its ability to serve those markets, either alone or in partnership with others;
the pricing of the Company’s product candidates and services and reimbursement for medical procedures conducted using its product
candidates and services; the company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing;
the Company’s financial performance; economic downturns, political and market conditions and their potential to adversely affect
the Company’s business, financial condition and results of operations; the Company’s intellectual property rights and its
ability to protect or enforce those rights, and the impact on its business, results and financial condition if it is unsuccessful in doing
so; and other risks and uncertainties indicated from time to time in the Company’s filings with the SEC. The Company 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. The Company 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.
Investor Contact
ir@vicarioussurgical.com
Media Inquiries
media@vicarioussurgical.com
Source: Vicarious Surgical Inc.
