UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 2, 2023, Vicarious Surgical Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 45,000,000 shares of the Company’s Class A common stock, par value 0.0001 per share (the “Common Stock”), at a public offering price of $1.00 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 6,750,000 shares of Common Stock at the public offering price, less the underwriting discounts and commissions. The Offering is expected to close on August 7, 2023, subject to the satisfaction of customary closing conditions.
The Company expects that the net proceeds of the Offering will be approximately $42 million after deducting underwriting discounts and commissions and estimated expenses associated with the Offering, assuming no exercise by the Underwriters of their option to purchase additional shares of Common Stock. The Company intends to use the net proceeds of the Offering, in addition to its existing cash resources, for the funding of ongoing operations, including the development of Vicarious Surgical System, its single-port surgical robot, and other general corporate purposes.
The Offering is being made pursuant to a prospectus supplement dated August 2, 2023 and an accompanying prospectus dated October 27, 2022, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267785), filed with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein. A copy of the legal opinion and consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, market conditions, the Underwriters’ exercise of the option to purchase additional shares, receipt of the gross proceeds from the Offering, and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
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Item 8.01. Other Events.
On August 2, 2023, the Company issued press releases announcing the launch and the pricing of the Offering, respectively. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated August 2, 2023, by and among the Company and Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 23.1 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1) | |
| 99.1 | Press Release of Vicarious Surgical Inc., dated August 2, 2023 | |
| 99.2 | Press Release of Vicarious Surgical Inc., dated August 2, 2023. | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| Dated: August 4, 2023 | VICARIOUS SURGICAL INC. | |
| By: | /s/ Adam Sachs | |
| Name: | Adam Sachs | |
| Title: | President and Chief Executive Officer | |
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