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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
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* |
| * | 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 2.02. Results of Operations and Financial
Condition.
On March 9, 2026, Vicarious
Surgical Inc. (the “Company”) issued a press release announcing its results for the fiscal year and fourth fiscal quarter
ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this
Item 2.02 (including Exhibit 99.1) 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 8.01. Other Events
As previously disclosed, on March 3, 2026,
the New York Stock Exchange (the “NYSE”) notified 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. After careful and thorough consideration of all alternatives, the Company has determined
not to appeal the delisting determination.
The Company 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”),
and quotation of the Common Stock on the OTCID commenced on March 4, 2026 under the symbol “RBOT”. The Company has filed an
application to upgrade the quotation of the Common Stock to the OTCQB Venture Market (“OTCQB”) operated by the OTC Markets
Group, Inc. 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
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, the expected timing for quotation on the OTCQB and whether broker-dealers
will provide or continue to provide public quotes of the Common Stock. 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.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 9, 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 9, 2026
Exhibit 99.1
Vicarious Surgical Reports Fourth Quarter and
Full Year 2025 Financial Results
WALTHAM, Mass.-- (BUSINESS WIRE) – March 9, 2026 – Vicarious
Surgical Inc. (“Vicarious Surgical” or the “Company”) (OTCID: RBOT), a next-generation robotics technology company
seeking to improve lives by transforming robotic surgery, today announced financial results for the fourth quarter and full year ended
December 31, 2025.
Fourth
Quarter 2025 Financial Results
| ● | Total operating expenses were $9.3 million in the fourth quarter of 2025, and $15.0 million in the fourth
quarter of 2024, a decrease of 38%. |
| ● | Research and development expenses in the fourth quarter of 2025 were $7.1 million, compared to $8.5 million
in the fourth quarter of 2024, a decrease of 16%. |
| ● | General and administrative expenses in the fourth quarter of 2025 were $2.6 million, compared to $5.5
million in the fourth quarter of 2024, a decrease of 53%. |
| ● | Sales and marketing expenses in the fourth quarter of 2025 were $0.4 million, compared to $1.0 million
in the fourth quarter of 2024, a decrease of 56%. |
| ● | GAAP net loss in the fourth quarter of 2025 was $10.5 million, or GAAP net loss per share of $1.57. This
compares to GAAP net loss in the fourth quarter of 2024 of $13.9 million, or GAAP net loss per share of $2.36. Non-GAAP adjusted net loss
in the fourth quarter of 2025 was $11.1 million, or adjusted net loss per share of $1.65. This compares to non-GAAP adjusted net loss
in the fourth quarter of 2024 of $14.4 million, or adjusted net loss per share of $2.43. |
Full
Year 2025 Financial Results
| ● | Total operating expenses were $50.0 million in the full year 2025 compared to $66.6 million in the full
year 2024, a decrease of 25%. |
| ● | Research and development expenses in the full year 2025 were $33.6 million, compared to $40.2 million
in the full year 2024, a decrease of 16%. |
| ● | General and administrative expenses in the full year 2025 were $15.2 million, compared to $21.9 million
in the full year 2024, a decrease of 31%. |
| ● | Sales and marketing expenses in the full year 2025 were $2.2 million, compared to $4.5 million in the
full year 2024, a decrease of 52%. |
| ● | GAAP net loss in the full year 2025 was $50.2 million, or GAAP net loss per share of $8.19. This compares
to GAAP net loss in the full year 2024 of $63.2 million, or GAAP net loss per share of $10.74. Non-GAAP adjusted net loss in the full
year 2025 was $51.0 million, or adjusted net loss per share of $8.31. This compares to non-GAAP adjusted net loss in the full year 2024
of $63.3 million, or adjusted net loss per share of $10.75. |
| ● | The Company had $9.8 million of cash and investments as of December 31, 2025. The Company’s cash
burn rate for the full year 2025 was $45.1 million, below the initial full year 2025 guidance of approximately $50 million. |
Updated Full Year 2026 Cash Burn Guidance
| ● | Vicarious Surgical currently expects full year 2026 cash burn of approximately $19 million. |
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.
Use of Non-GAAP Financial Measures
In addition to providing financial measurements
that have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”),
Vicarious Surgical provides additional financial metrics that are not prepared in accordance with U.S. GAAP (“non-GAAP”).
The non-GAAP financial measures included in this press release are Adjusted Net Loss and Adjusted Net Loss Per Share (“Adjusted
EPS”, and together with Adjusted Net Loss, “Non-GAAP Financial Measures”). The Company presents Non-GAAP Financial Measures
in order to assist readers of its consolidated financial statements in understanding the core operating results that its management uses
to evaluate the business and for financial planning purposes. Vicarious Surgical’s Non-GAAP financial measures provide an additional
tool for investors to use in comparing its financial performance over multiple periods.
Adjusted Net Loss and Adjusted EPS are key performance
measures that Vicarious Surgical’s management uses to assess its operating performance. These Non-GAAP Financial Measures facilitate
internal comparisons of Vicarious Surgical’s operating performance on a more consistent basis. Vicarious Surgical uses these performance
measures for business planning purposes and forecasting. Vicarious Surgical believes that the Non-GAAP Financial Measures enhance an investor’s
understanding of Vicarious Surgical’s financial performance as it is useful in assessing its operating performance from period-to-period
by excluding certain items that Vicarious Surgical believes are not representative of its core business.
The Non-GAAP Financials Measures may not be comparable
to similarly titled measures of other companies because they may not calculate this measure in the same manner. Adjusted Net Loss and
Adjusted EPS are not prepared in accordance with U.S. GAAP and should not be considered in isolation of, or as an alternative to, measures
prepared in accordance with U.S. GAAP. When evaluating Vicarious Surgical’s performance, you should consider the Non-GAAP Financial
Measures alongside other financial performance measures prepared in accordance with U.S. GAAP, including net loss.
The Non-GAAP Financial Measures do not replace
the presentation of Vicarious Surgical’s U.S. GAAP financial results and should only be used as a supplement to, not as a substitute
for, Vicarious Surgical’s financial results presented in accordance with U.S. GAAP. In this press release, Vicarious Surgical has
provided a reconciliation of Adjusted Net Loss to net loss, the most directly comparable U.S. GAAP financial measure, and the calculation
for Adjusted EPS.
VICARIOUS SURGICAL INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(in thousands, except share and per share data)
Adjusted net loss and Adjusted EPS
| | |
Three Months Ended
December 31, | | |
Twelve Months Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net loss | |
$ | (10,515 | ) | |
$ | (13,926 | ) | |
$ | (50,182 | ) | |
$ | (63,223 | ) |
| Change in fair value of warrant liabilities | |
| 553 | | |
| 458 | | |
| 787 | | |
| 43 | |
| Adjusted net loss | |
| (11,068 | ) | |
| (14,384 | ) | |
| (50,969 | ) | |
| (63,266 | ) |
| Adjusted EPS, basic and diluted | |
$ | (1.65 | ) | |
$ | (2.43 | ) | |
$ | (8.31 | ) | |
$ | (10.75 | ) |
| Weighted average shares, basic and diluted | |
| 6,698,949 | | |
| 5,912,283 | | |
| 6,130,652 | | |
| 5,885,589 | |
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 expectations for cash burn during 2026 and the potential for the Company’s
technology to improve patient outcomes, 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: the effects of the delisting process for the Company’s
Class A common stock on the New York Stock Exchange and the transfer of the Class A common stock to quotation on the OTC markets; 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
VICARIOUS SURGICAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| | |
Three Months Ended
December 31, | | |
Twelve Months Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Operating expenses: | |
| | |
| | |
| | |
| |
| Research and development | |
$ | 7,143 | | |
$ | 8,463 | | |
$ | 33,601 | | |
$ | 40,155 | |
| Sales and marketing | |
| 431 | | |
| 979 | | |
| 2,171 | | |
| 4,525 | |
| General and administrative | |
| 2,625 | | |
| 5,536 | | |
| 15,196 | | |
| 21,875 | |
| Gain on lease modification, net | |
| (941 | ) | |
| — | | |
| (941 | ) | |
| — | |
| Total operating expenses | |
| 9,258 | | |
| 14,978 | | |
| 50,027 | | |
| 66,555 | |
| Loss from operations | |
| (9,258 | ) | |
| (14,978 | ) | |
| (50,027 | ) | |
| (66,555 | ) |
| Other (expense) income, net: | |
| | | |
| | | |
| | | |
| | |
| Loss on disposal of leasehold improvements | |
| (1,915 | ) | |
| — | | |
| (1,915 | ) | |
| — | |
| Change in fair value of warrant liabilities | |
| 553 | | |
| 458 | | |
| 787 | | |
| 43 | |
| Interest and other income, net | |
| 105 | | |
| 594 | | |
| 973 | | |
| 3,289 | |
| Total other (expense) income, net | |
| (1,257 | ) | |
| 1,052 | | |
| (155 | ) | |
| 3,332 | |
| Net loss | |
$ | (10,515 | ) | |
$ | (13,926 | ) | |
$ | (50,182 | ) | |
$ | (63,223 | ) |
| Net loss per share of Class A and Class B common stock, basic and diluted | |
$ | (1.57 | ) | |
$ | (2.36 | ) | |
$ | (8.19 | ) | |
$ | (10.74 | ) |
| Weighted average shares, diluted | |
| 6,698,949 | | |
| 5,912,283 | | |
| 6,130,652 | | |
| 5,885,589 | |
| Other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
| Net unrealized (loss) income on investments | |
| (4 | ) | |
| (74 | ) | |
| (46 | ) | |
| 40 | |
| Other comprehensive (loss) income | |
| (4 | ) | |
| (74 | ) | |
| (46 | ) | |
| 40 | |
| Comprehensive net loss | |
$ | (10,519 | ) | |
$ | (14,000 | ) | |
$ | (50,288 | ) | |
$ | (63,183 | ) |
VICARIOUS SURGICAL INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 2,569 | | |
$ | 9,737 | |
| Short-term investments | |
| 7,223 | | |
| 39,360 | |
| Prepaid expenses and other current assets | |
| 1,792 | | |
| 2,601 | |
| Total current assets | |
| 11,584 | | |
| 51,698 | |
| Restricted cash | |
| 936 | | |
| 936 | |
| Property and equipment, net | |
| 1,268 | | |
| 4,476 | |
| Right-of-use assets | |
| 5,764 | | |
| 10,560 | |
| Other long-term assets | |
| 29 | | |
| 49 | |
| Total assets | |
$ | 19,581 | | |
$ | 67,719 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 894 | | |
$ | 1,166 | |
| Accrued expenses | |
| 1,056 | | |
| 5,283 | |
| Notes payable | |
| 525 | | |
| — | |
| Lease liabilities, current portion | |
| 1,429 | | |
| 1,218 | |
| Total current liabilities | |
| 3,904 | | |
| 7,667 | |
| Lease liabilities, net of current portion | |
| 5,836 | | |
| 12,567 | |
| Warrant liabilities | |
| — | | |
| 787 | |
| Total liabilities | |
| 9,740 | | |
| 21,021 | |
| Stockholders’ equity: | |
| | | |
| | |
| Class A Common Stock | |
| 15 | | |
| 15 | |
| Class B Common Stock | |
| 2 | | |
| 2 | |
| Additional paid-in capital | |
| 255,937 | | |
| 242,566 | |
| Accumulated other comprehensive income | |
| 4 | | |
| 50 | |
| Accumulated deficit | |
| (246,117 | ) | |
| (195,935 | ) |
| Total stockholders’ equity | |
| 9,841 | | |
| 46,698 | |
| Total liabilities and stockholders’ equity | |
$ | 19,581 | | |
$ | 67,719 | |
