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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 25, 2024
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 29, 2024, Vicarious Surgical Inc. (the
“Company”) announced the appointment of Randy Clark as the President of the Company, effective as of the same day (the “Appointment
Date”). In connection with the appointment of Mr. Clark, Adam Sachs stepped down from his role as President. Mr. Sachs will continue
to serve as the Chief Executive Officer of the Company.
Mr. Clark, age 48, served
as the Global President of the Health Solutions business at Flex Ltd. (Nasdaq: FLEX), a global supply chain, manufacturing, and design
solutions provider, since January 2022. Prior to joining Flex Ltd., Mr. Clark spent 15 years at Olympus Corporation of the Americas, a
medical technology and equipment manufacturing company, from 2005 until January 2022, where he held various roles with increasing responsibilities,
ultimately serving as President and member of their board of directors. Mr. Clark earned a Bachelor of Science in Business Administration
from Drake University, a Master of Business Administration degree from Colorado State University, and completed the Advanced Management
program at Harvard Business School.
The Company has entered into an offer letter of
employment with Mr. Clark, effective as of the Appointment Date (the “Offer Letter”). Pursuant to the terms of the Offer Letter,
Mr. Clark’s annual base salary is $500,000. Mr. Clark is eligible to receive an annual discretionary bonus with a target of 50%
of his base salary. The Offer Letter further provides that Mr. Clark is eligible to receive a stock option for the purchase of 1,000,000
shares of Class A common stock of the Company, subject to approval by the Compensation Committee of the Board of Directors.
Mr. Clark entered into an indemnification agreement
in the form the Company has entered into with its other executive officers, which form is filed as Exhibit 10.12 to the Company’s
Current Report on Form 8-K, filed by the Company on September 23, 2021 and is incorporated herein by reference.
There are no arrangements or understandings between
Mr. Clark and any other persons pursuant to which Mr. Clark was appointed as President of the Company. There are no family relationships
between Mr. Clark and any director or executive officer of the Company, and he has no direct or indirect interest in any transaction or
proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Clark’s
appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 29, 2024 |
|
2
Exhibit 99.1
Vicarious Surgical Strengthens Executive Team
with Appointment of
Randy Clark as Company President
WALTHAM, Mass. -- (BUSINESS WIRE) -- Vicarious Surgical Inc. (“Vicarious
Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve
patient outcomes as well as both the cost and efficiency of surgical procedures, today announced that Randy Clark has been appointed President
effective today, January 29, 2024.
As Vicarious Surgical prepares for its next phase of growth following
the anticipated finalization of the Vicarious Surgical Version 1.0 System (“V1.0”), the newly established role of President
is designed to fortify organizational alignment and focus on the Company’s long-term needs and objectives. Reporting to Chief Executive
Officer Adam Sachs, Mr. Clark will assume responsibility for the day-to-day oversight of many core business functions including product
development, operations, clinical, regulatory and quality affairs, and human resources.
“We are thrilled to announce Randy’s addition to the Vicarious
Surgical team, especially during this pivotal phase for the Company as we approach the finalization of the V1.0 system this fall”,
said Adam Sachs, Co-Founder & Chief Executive Officer of Vicarious Surgical. “With decades of cross-functional experience in
leading medical device organizations, Randy brings a wealth of expertise, particularly within manufacturing and supply-chain. His well-established
track record of successfully guiding organizations from development stage to commercial launch is a testament to his capabilities, and
we anticipate his expertise and leadership will play a crucial role in shaping our future success.”
Mr. Clark joins as an accomplished leader with more than 20 years of
medical device industry experience and has been instrumental in the development, manufacture, and commercialization of several innovative
medical device solutions throughout his career. Most recently, Mr. Clark served as the Global President of the Health Solutions Business
Unit at Flex Ltd., a prominent global supply chain, manufacturing, and design solutions provider. Prior to this, he spent 15 years at
Olympus Corporation of the Americas, where he held various roles with increasing responsibilities, ultimately serving as President and
a member of their board of directors, overseeing full P&L management for the Americas. Mr. Clark earned a Bachelor of Science in Business
Administration from Drake University, a Master of Business Administration degree from Colorado State University, and completed the Advanced
Management program at Harvard Business School.
“Vicarious Surgical has pioneered a revolutionary method for
minimally invasive surgery. I am confident that this innovation will greatly benefit our hospital system and surgeon partners, and, above
all, the patients. I am excited about participating in this transformative journey and playing a role in turning Vicarious Surgical’s
vision and mission into tangible reality”, said Randy Clark, President of Vicarious Surgical.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation 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 is backed 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.
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 about the finalization of the Vicarious Surgical Version 1.0 System, among other things,
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 Vicarious Surgical’s control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: changes in applicable laws or regulations; the ability of Vicarious Surgical to raise
financing in the future; the success, cost and timing of Vicarious Surgical’s product and service development activities; the potential
attributes and benefits of Vicarious Surgical’s product candidates and services; Vicarious Surgical’s ability to obtain and
maintain regulatory approval for the Vicarious System on the timeline it expects, and any related restrictions and limitations of any
approved product; the size and duration of human clinical trials for the Vicarious Surgical; Vicarious Surgical’s ability to identify,
in-license or acquire additional technology; Vicarious Surgical’s ability to maintain its existing license, manufacture, supply
and distribution agreements and scale manufacturing of the Vicarious Surgical System and any future product candidates to commercial quantities;
Vicarious Surgical’s ability to compete with other companies currently marketing or engaged in the development of products and services
that Vicarious Surgical is currently marketing or developing, as well as with the use of open surgeries; the size and growth potential
of the markets for Vicarious Surgical’s product candidates and services, and its ability to serve those markets, either alone or
in partnership with others; the pricing of Vicarious Surgical’s product candidates and services and reimbursement for medical procedures
conducted using its product candidates and services; the company’s ability to meet its estimates regarding expenses, revenue, capital
requirements, cash runway and needs for additional financing; Vicarious Surgical’s financial performance; Vicarious Surgical’s
intellectual property rights, its ability to protect or enforce these rights, and the impact on its business, results and financial condition
if it is unsuccessful in doing so; economic downturns, political and market conditions and their potential to adversely affect Vicarious
Surgical’s business, financial condition and results of operations; and other risks and uncertainties indicated from time to time
in Vicarious Surgical’s filings with the SEC. Vicarious Surgical 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. Vicarious
Surgical 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
Kaitlyn Brosco
Vicarious Surgical
Kbrosco@vicarioussurgical.com
Marissa Bych
Gilmartin Group
Marissa@gilmartinir.com
Media Inquiries
media@vicarioussurgical.com
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