Vicarious Surgical (RBOT) stockholders OK exercise of 2.3M share warrants

Rhea-AI Filing Summary

Vicarious Surgical Inc. reported the results of a special stockholder meeting held on January 9, 2026. Stockholders voted on a single proposal related to warrants previously issued by the company.

Holders of Class A and Class B common stock, voting together as a single class, approved the exercise of warrants issued on October 7, 2025 to purchase up to an aggregate of 2,300,000 shares of Class A common stock. The proposal passed with 14,991,093 votes in favor, 23,052 votes against, and 2,894 abstentions.

There were 2,591,229 shares of Class A and Class B common stock present or represented by proxy at the meeting, representing approximately 78.18% of the outstanding total voting power entitled to vote, which was sufficient to constitute a quorum.

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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): January 9, 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

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 January 9, 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 December 16, 2025. At the Special Meeting, there were an aggregate of 2,591,229 shares of Class A common stock and Class B common stock present or represented by proxy, which represented approximately 78.18% 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 December 10, 2025 (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. The exercise of warrants issued by the Company on October 7, 2025 to purchase up to an aggregate of 2,300,000 shares of Class A common stock, par value $0.0001 per share, was approved, based on the following results:

Votes For		Votes Against		Abstentions
14,991,093		23,052		2,894

1

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: January 9, 2026

2

FAQ

What did Vicarious Surgical Inc. (RBOT) stockholders vote on at the special meeting?

Stockholders voted on a single proposal to approve the exercise of warrants issued on October 7, 2025 to purchase up to an aggregate of 2,300,000 shares of the company’s Class A common stock.

Was the warrant exercise proposal approved at Vicarious Surgical’s January 9, 2026 special meeting?

Yes. The proposal to approve the exercise of the October 7, 2025 warrants was approved with 14,991,093 votes for, 23,052 votes against, and 2,894 abstentions.

How many shares were represented at Vicarious Surgical’s January 9, 2026 special meeting?

There were 2,591,229 shares of Class A and Class B common stock present or represented by proxy, representing approximately 78.18% of the outstanding total voting power entitled to vote.

What voting rights do Vicarious Surgical’s Class A and Class B shares have?

As of the record date of December 10, 2025, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 20 votes per share.

How many shares can be purchased under the approved Vicarious Surgical warrants?

The warrants issued on October 7, 2025 allow the purchase of up to an aggregate of 2,300,000 shares of Vicarious Surgical’s Class A common stock, subject to their terms.

What was the quorum status for Vicarious Surgical’s special meeting on January 9, 2026?

The presence or representation by proxy of 2,591,229 shares, about 78.18% of the total voting power entitled to vote, constituted a quorum for conducting business at the meeting.