UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number: 001-39384

 

VICARIOUS SURGICAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware   87-2678169

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

     

78 Fourth Avenue

Waltham, Massachusetts

   02451
(Address of principal executive offices)   (Zip Code)

 

617-868-1700

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Class A common stock, $0.0001 par value 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐   No ☒

 

As of April 21, 2024, the registrant had 156,415,070 shares of Class A common stock outstanding and 19,619,760 shares of Class B common stock outstanding.

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Vicarious Surgical Inc. (the “Company”) for the fiscal quarter ended March 31, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024 (the “Original Filing”). This Amendment is being filed solely to correct an error in the number of shares of Class A common stock outstanding on the cover page of the Original Filing. The correct number of shares of Class A common stock outstanding as of April 21, 2024, is 156,415,070, as indicated on the cover page of this Amendment.

 

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

 

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

 

 

 

 

Item 6. Exhibits.

 

Exhibit
Number		   Exhibit Description   Incorporated by
Reference herein
from Form or
Schedule		   Filing Date   SEC File /
Registration
Number 
                 
31.1*   Certification of Principal Executive Officer Pursuant to Rules 12a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            
           
31.2*   Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Rules 12a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            
                 
101.INS   Inline XBRL Instance Document.            
                 
101.SCH   Inline XBRL Taxonomy Extension Schema Document.            
                 
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.            
                 
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.            
                 
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.            
                 
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.            
                 
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)            

 

* Filed herewith.

 

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 thereunto duly authorized.

 

  VICARIOUS SURGICAL INC.
        
May 13, 2024 By: /s/ Adam Sachs
    Adam Sachs
    Chief Executive Officer
    (Principal Executive Officer)
     
May 13, 2024 By: /s/ William Kelly
    William Kelly
    Chief Financial Officer
   

(Principal Financial Officer and

Principal Accounting Officer)

 

 

2

 

 

true --12-31 Q1 0001812173 0001812173 2024-01-01 2024-03-31 0001812173 rbot:ClassACommonStock00001ParValuePerShareMember 2024-01-01 2024-03-31 0001812173 rbot:WarrantsToPurchaseOneShareOfClassACommonStockEachAtAnExercisePriceOf1150PerShareMember 2024-01-01 2024-03-31 0001812173 us-gaap:CommonClassAMember 2024-04-21 0001812173 us-gaap:CommonClassBMember 2024-04-21 xbrli:shares

Exhibit 31.1

 

CERTIFICATIONS UNDER SECTION 302

 

I, Adam Sachs, certify that:

 

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Vicarious Surgical Inc.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 13, 2024

 

/s/ Adam Sachs  
Adam Sachs  
Chief Executive Officer  
(Principal Executive Officer)  

 

 

Exhibit 31.2

 

CERTIFICATIONS UNDER SECTION 302

 

I, William Kelly, certify that:

 

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Vicarious Surgical Inc.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 13, 2024

 

/s/ William Kelly  
William Kelly  
Chief Financial Officer  
(Principal Financial Officer)  

 

v3.24.1.1.u2
Document And Entity Information - shares
 3 Months Ended
Mar. 31, 2024
Apr. 21, 2024
Document Information Line Items    
Entity Registrant Name VICARIOUS SURGICAL INC.  
Document Type 10-Q/A  
Current Fiscal Year End Date --12-31  
Amendment Flag true  
Amendment Description This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Vicarious Surgical Inc. (the “Company”) for the fiscal quarter ended March 31, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024 (the “Original Filing”). This Amendment is being filed solely to correct an error in the number of shares of Class A common stock outstanding on the cover page of the Original Filing. The correct number of shares of Class A common stock outstanding as of April 21, 2024, is 156,415,070, as indicated on the cover page of this Amendment.In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.  
Entity Central Index Key 0001812173  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company false  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-39384  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-2678169  
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  
Entity Interactive Data Current Yes  
Class A common stock, $0.0001 par value per share    
Document Information Line Items    
Trading Symbol RBOT  
Title of 12(b) Security Class A common stock, $0.0001 par value per share  
Security Exchange Name NYSE  
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share    
Document Information Line Items    
Trading Symbol RBOT WS  
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  
Security Exchange Name NYSE  
Class A Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   156,415,070
Class B Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   19,619,760
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