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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 17, 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 January 17, 2025, Vicarious Surgical Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with William Kelly in connection with Mr. Kelly’s previously disclosed departure from his role as Chief Financial Officer of the Company. Pursuant to the Consulting Agreement, Mr. Kelly will provide consulting and advisory services to the Company from January 2, 2025 to December 31, 2028. For his services under the Consulting Agreement, Mr. Kelly will receive (i) during the period from January 2, 2025 to June 30, 2025, $10,000 per month, and (ii) during the period from July 1, 2025 to December 31, 2028, an hourly rate. Mr. Kelly’s outstanding stock options and restricted stock units granted under the Company’s 2021 Equity Incentive Plan, as amended, will continue to vest while Mr. Kelly is providing consulting services to the Company until June 30, 2025, with no additional vesting after June 30, 2025. The Consulting Agreement also includes confidentiality, non-solicitation and other customary provisions.

 

The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2024.

 

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/ Adam Sachs
  Name:  Adam Sachs
  Title: Chief Executive Officer

 

Date: January 21, 2025

 

 

2

 

 

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Cover
Jan. 17, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 17, 2025
Entity File Number 001-39384
Entity Registrant Name VICARIOUS SURGICAL INC.
Entity Central Index Key 0001812173
Entity Tax Identification Number 87-2678169
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 78 Fourth Avenue
Entity Address, City or Town Waltham
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02451
City Area Code 617
Local Phone Number 868-1700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RBOT
Security Exchange Name NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol RBOT WS
Security Exchange Name NYSE
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