WALTHAM, Mass.--(BUSINESS WIRE)--Vicarious Surgical Inc. (NYSE: RBOT, RBOT.WS), a next-generation robotics technology company seeking to improve lives by transforming robotic surgery, announced today that it has entered into a securities purchase agreement with a single institutional investor to purchase the Company's Class A common stock and pre-funded warrants in a registered direct offering and warrants to purchase its Class A common stock in a concurrent private placement. The combined effe. ...

Summary of Vicarious Surgical FY Conference Call Company Overview - **Company**: Vicarious Surgical (NYSE: RBOT) - **Industry**: Medical Device, Robotic Surgery - **Focus**: Development of a robotic surgical system aimed at minimally invasive surgery [1][2] Core Points and Arguments - **Purpose of Vicarious Surgical**: To create a robotic surgical system that is easier for surgeons to use and provides better vision and accessibility compared to existing platforms [2][3] - **Current Market Limitations**: Existing robotic systems are primarily adopted for prostatectomy, which was not their intended design. Adoption drops significantly for other procedures due to limitations in flexibility and visual access [3][4][10] - **First Indication**: The company is seeking approval for ventral hernia repair as its first surgical indication, which is strategically chosen to demonstrate the system's capabilities [4][8][22] - **Market Size**: In the U.S., over 5.5 million surgical procedures are performed annually, with 82% being non-robotic. This presents a significant opportunity for Vicarious Surgical to capture market share [10][12] - **Differentiation**: Vicarious Surgical aims to differentiate itself from competitors like Intuitive Surgical and Medtronic by targeting the 82% of procedures that are currently non-robotic, rather than competing directly in the existing robotic market [12][13][24] Important but Overlooked Content - **Technological Advantages**: The robotic system features nine degrees of freedom, full anatomical reach, and a self-cleaning camera, which enhances usability and reduces the need for manual cleaning [7][8][14] - **Development Progress**: The company has transitioned from an engineering project to a commercial entity, achieving significant milestones in quality management and system builds [15][16][19] - **Adoption Challenges**: The main risk for the company lies in adoption and commercialization rather than clinical trials, as the latter are less complex for robotic systems compared to pharmaceuticals [19][20] - **Future Goals**: The company aims to achieve design lock by the end of next year, which will enable them to start regulatory verification and validation processes [19][20] Market Strategy - **Targeting White Space**: The company plans to capture just 1% of the total addressable market (TAM) of non-robotic procedures, which could equate to approximately $77 million in revenue [25] - **Single-Arm Design**: The single-arm design of their robot is intended to provide flexibility and ease of use, avoiding the complications associated with multiple arms in other systems [26][27][28] Conclusion Vicarious Surgical is positioning itself to fill a significant gap in the robotic surgery market by focusing on procedures that are currently underserved by existing technologies. The company's innovative design and strategic market approach could lead to substantial growth opportunities in the coming years.

Financial Data and Key Metrics Changes - Total operating expenses for Q2 2025 were $13.5 million, a 24% decrease from $17.7 million in Q2 2024 [14] - GAAP net loss for Q2 2025 was $13.2 million or $2.23 per share, compared to a net loss of $15.2 million or $2.59 per share in Q2 2024 [15] - Non-GAAP adjusted net loss for Q2 2025 was $13.3 million or $2.23 per share, compared to $16.8 million or $2.86 per share in Q2 2024 [15] - Cash burn rate for Q2 2025 was approximately $13.4 million, with an expectation of full-year 2025 cash burn around $50 million [16] Business Line Data and Key Metrics Changes - Research and development expenses for Q2 2025 were $9.1 million, down from $10.9 million in Q2 2024 [14] - General and administrative expenses for Q2 2025 were $4.1 million, compared to $5.6 million in Q2 2024 [14] - Sales and marketing expenses for Q2 2025 were $300,000, down from $1.2 million in Q2 2024 [14] Company Strategy and Development Direction - The company is focusing on completing a fully integrated production equivalent system before initiating clinical trials, shifting away from near-term targets for first clinical use (FCU) [11] - The new CEO emphasizes the importance of ensuring the system is ready for commercialization before proceeding with clinical trials [10][11] - The company aims to refine its timelines and evaluate progress across development programs while engaging with the Board and investors regarding capital strategy [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges of the current market environment but expresses confidence in the company's technology and mission to transform surgical care [18] - The new CEO is optimistic about the company's potential and the need for a system that addresses real problems in the surgical field [40][44] - Management is committed to providing reliable guidance to investors once a clearer understanding of development timelines is established [36][58] Other Important Information - The company ended Q2 2025 with approximately $24 million in cash, cash equivalents, and short-term investments [15] - The leadership transition is seen as an opportunity to reassess the company's development path and strategy [5][6] Q&A Session Summary Question: Can you discuss the process of prioritizing system readiness and the impact on clinical trial timelines? - The new CEO is focused on understanding the requirements for a full production equivalent system and ensuring that resources are allocated effectively to avoid rushing into clinical trials with an incomplete system [24][25] Question: What was anticipated to be spent on clinical trials, and how does that affect cash burn guidance? - Current budgeted costs for clinical trials are not expected to materially change the overall 2025 budget, as most groundwork does not require significant spending [30] Question: What milestones should investors expect by the end of the year? - The CEO indicates that it is too early to provide specific dates for milestones, as clarity will come after a thorough assessment of the current development status [35][36] Question: How does the company view its ability to fund development with current cash on hand? - The CEO expresses confidence in the company's potential and the need for the system being developed, emphasizing that the groundwork has already been laid for future success [39][41] Question: What led to the conclusion that the system is not ready for first in human trials? - Management identified several issues that need to be addressed before proceeding, including hardware and software adjustments, which require additional time and effort [50][52] Question: Will the timeline for clinical milestones shift significantly? - The CEO cannot provide specific guidance on timeline shifts until the assessment is completed, but he is optimistic about the visibility of the goal line as the assessment progresses [58][59]

PART I: FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, and specific financial line items [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets provide a snapshot of the company's financial position as of June 30, 2025, compared to December 31, 2024, showing a significant decrease in cash, investments, and total assets, alongside a reduction in total liabilities and stockholders' equity **Condensed Consolidated Balance Sheets (in thousands):** | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $3,910 | $9,737 | | Short-term investments | $20,053 | $39,360 | | Total current assets | $26,067 | $51,698 | | Total assets | $40,890 | $67,719 | | Total current liabilities | $5,098 | $7,667 | | Total liabilities | $17,827 | $21,021 | | Total stockholders' equity | $23,063 | $46,698 | | Accumulated deficit | $(224,544) | $(195,935) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations show the company's net loss and operating expenses for the three and six months ended June 30, 2025, compared to the same periods in 2024, indicating a reduction in net loss and operating expenses year-over-year **Condensed Consolidated Statements of Operations (in thousands):** | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating expenses | $13,519 | $17,713 | $29,266 | $33,822 | | Loss from operations | $(13,519) | $(17,713) | $(29,266) | $(33,822) | | Net loss | $(13,215) | $(15,205) | $(28,609) | $(32,206) | | Net loss per share | $(2.23) | $(2.59) | $(4.82) | $(5.49) | [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement details the changes in stockholders' equity for the three and six months ended June 30, 2025 and 2024, reflecting the impact of net losses, stock-based compensation, and other comprehensive losses **Stockholders' Equity Balances (in thousands):** | Metric (in thousands) | Balance, January 1, 2025 | Balance, June 30, 2025 | | :-------------------- | :----------------------- | :--------------------- | | Total Stockholders' Equity | $46,698 | $23,063 | **Changes for Six Months Ended June 30, 2025:** * Stock-based compensation: $4,983[20](index=20&type=chunk) * Net loss: $(28,609)[20](index=20&type=chunk) * Other comprehensive loss: $(50)[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows outline the cash generated from or used in operating, investing, and financing activities for the six months ended June 30, 2025 and 2024, showing a decrease in cash used in operations but a significant shift from cash used to cash provided in investing activities **Condensed Consolidated Statements of Cash Flows (in thousands):** | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $(25,300) | $(25,479) | | Net cash provided by (used in) investing activities | $19,432 | $(7,095) | | Net cash provided by financing activities | $41 | $2 | | Cash, cash equivalents and restricted cash, end of period | $4,846 | $21,186 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's business, significant accounting policies, specific financial instrument valuations, and other relevant financial information [1. Nature of Business and Basis of Presentation](index=11&type=section&id=1.%20NATURE%20OF%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) This section describes Vicarious Surgical Inc.'s business as a developer of a surgical robotic system and highlights the company's going concern status due to accumulated deficits and negative cash flows, indicating a need for additional capital - The Company is developing a differentiated surgical robotic system using proprietary de-coupled actuators to perform minimally invasive surgical procedures[25](index=25&type=chunk) - Since inception, the Company has generated negative cash flows from operations and has an accumulated deficit of $224,544, raising substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk)[27](index=27&type=chunk) - Management does not believe the Company's cash, cash equivalents, and short-term investments balance of $23,963 at June 30, 2025, will be sufficient to support operations for the next 12 months[27](index=27&type=chunk) [2. Summary of Significant Accounting Policies](index=13&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's key accounting policies, including the retroactive adjustment for a 1-for-30 reverse stock split, the use of estimates, fair value measurements, and the treatment of warrant liabilities and research and development costs. It also notes the company's status as an emerging growth company - The Company effected a 1-for-30 reverse stock split on June 12, 2024, with all per share information retroactively adjusted[33](index=33&type=chunk) - Warrant liabilities are recognized as derivative liabilities at fair value and are subject to re-measurement at each reporting period, with changes recognized in the statement of operations[42](index=42&type=chunk)[43](index=43&type=chunk) - Research and development costs are expensed as incurred, including payroll, consulting, software, materials, and allocated overhead[47](index=47&type=chunk) - The Company is an 'emerging growth company' and takes advantage of exemptions for complying with new or revised accounting standards within the same time periods as private companies[56](index=56&type=chunk) [3. Short-Term Investments](index=17&type=section&id=3.%20SHORT-TERM%20INVESTMENTS) This note details the company's short-term investments, primarily U.S. treasury and government agency securities, classified as available-for-sale and reported at fair value, noting a decrease in fair value and unrealized losses **Short-Term Investments (in thousands):** | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------------------- | :----------------------------- | :----------------------------- | | U.S. treasury and U.S. government securities (Fair Value) | $20,053 | $39,360 | - Unrealized losses on investments were $18 for the three months ended June 30, 2025, and $50 for the six months ended June 30, 2025[40](index=40&type=chunk) [4. Property and Equipment, Net](index=17&type=section&id=4.%20PROPERTY%20AND%20EQUIPMENT,%20NET) This section provides a breakdown of the company's property and equipment, net, and associated depreciation expenses, showing a decrease in net property and equipment **Property and Equipment, Net (in thousands):** | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Property and equipment, net | $3,791 | $4,476 | **Depreciation Expense (in thousands):** * Three months ended June 30, 2025: $413[63](index=63&type=chunk) * Six months ended June 30, 2025: $782[63](index=63&type=chunk) * Three months ended June 30, 2024: $524[63](index=63&type=chunk) * Six months ended June 30, 2024: $1,058[63](index=63&type=chunk) [5. Fair Value Measurements](index=18&type=section&id=5.%20FAIR%20VALUE%20MEASUREMENTS) This note presents the fair value hierarchy for the company's financial assets and liabilities, particularly warrant liabilities, and details the gains or losses recognized from changes in their fair value **Fair Value Measurements (in thousands):** | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total assets at fair value | $20,694 | $40,069 | | Total warrant liabilities | $840 | $787 | **Change in Fair Value of Warrant Liabilities (in thousands):** * Three months ended June 30, 2025: $40 gain[67](index=67&type=chunk) * Six months ended June 30, 2025: $53 loss[67](index=67&type=chunk) * Three months ended June 30, 2024: $1,590 gain[68](index=68&type=chunk) * Six months ended June 30, 2024: $277 loss[68](index=68&type=chunk) - The fair value of Public Warrants is determined from trading value on public markets, while Private Placement Warrants are calculated using the Black-Scholes option pricing model[66](index=66&type=chunk) [6. Accrued Expenses and Other Current Liabilities](index=20&type=section&id=6.%20ACCURRED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note summarizes the components of the company's accrued expenses and other current liabilities, showing a decrease in total accrued expenses **Accrued Expenses and Other Current Liabilities (in thousands):** | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Compensation and benefits related | $2,805 | $3,970 | | Professional services and other | $263 | $1,313 | | Accrued expenses | $3,068 | $5,283 | [7. Commitments and Contingencies](index=20&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) The company evaluates potential legal claims and indemnification obligations, concluding that no significant losses or liabilities are expected as of June 30, 2025 - The Company indemnifies its officers, directors, consultants, and employees for certain events but has not experienced any losses related to these obligations and expects the fair value to be negligible[46](index=46&type=chunk)[72](index=72&type=chunk) [8. Leases](index=20&type=section&id=8.%20LEASES) This note provides details on the company's operating lease for its office facility, including lease costs and a schedule of future minimum lease payments - The Company leases its office facility under a noncancelable operating lease agreement that expires in March 2032[73](index=73&type=chunk) **Operating Lease Costs (in thousands):** | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | | Operating lease costs | $1,069 | $1,069 | | Variable lease costs | $240 | $246 | | Total lease costs | $1,309 | $1,315 | **Maturity of Operating Lease Liabilities as of June 30, 2025 (in thousands):** | Year | Amount | | :--- | :----- | | 2025 (excluding 6 months ended June 30, 2025) | $1,188 | | 2026 | $2,430 | | 2027 | $2,502 | | 2028 | $2,574 | | 2029 | $2,646 | | Thereafter | $6,210 | | **Total future minimum lease payments** | **$17,550** | [9. Income Taxes](index=21&type=section&id=9.%20INCOME%20TAXES) The company did not record an income tax provision due to historical and expected future losses, maintaining a full valuation allowance against its net deferred tax assets. The recently enacted 'One Big Beautiful Bill Act' is not expected to have a material impact - No tax provision was recorded for the three and six months ended June 30, 2025, or for the year ended December 31, 2024, due to the Company not earning taxable income and maintaining a full valuation allowance against its net deferred tax assets[75](index=75&type=chunk) - The 'One Big Beautiful Bill Act of 2025' is not expected to have a material impact on the Company's results of operations[76](index=76&type=chunk) [10. Stockholders' Equity and Stock-Based Compensation](index=21&type=section&id=10.%20STOCKHOLDERS'%20EQUITY%20AND%20STOCK-BASED%20COMPENSATION) This note details the company's capital structure, including the impact of a reverse stock split, authorized shares, warrants, and common stock classes. It also provides comprehensive information on stock-based compensation, including options and restricted stock units - A 1-for-30 reverse stock split became effective on June 12, 2024, retroactively adjusting all share and per share information[77](index=77&type=chunk) - As of June 30, 2025, the Company had 17,248,601 Public Warrants and 10,400,000 Private Placement Warrants outstanding, exercisable for Class A common stock[81](index=81&type=chunk) **Total Stock-Based Compensation Expense (in thousands):** | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $765 | $577 | $1,311 | $1,214 | | Sales and marketing | $(55) | $343 | $274 | $686 | | General and administrative | $1,486 | $2,146 | $3,398 | $4,257 | | **Total** | **$2,196** | **$3,066** | **$4,983** | **$6,157** | - As of June 30, 2025, there were 162,315 shares of Class A common stock available for future equity grants under the 2021 Plan[95](index=95&type=chunk) [11. Employee Retirement Plan](index=26&type=section&id=11.%20EMPLOYEE%20RETIREMENT%20PLAN) This note describes the company's 401(k) plan, available to eligible employees, and details the company-funded matching contributions for the reported periods **Company-Funded Matching Contributions (in thousands):** | Period | 2025 | 2024 | | :----- | :--- | :--- | | Three months ended June 30 | $216 | $165 | | Six months ended June 30 | $384 | $395 | [12. Net Loss Per Share](index=26&type=section&id=12.%20NET%20LOSS%20PER%20SHARE) This section explains the calculation of basic and diluted net loss per share, noting that potential dilutive common stock is excluded due to its anti-dilutive effect in periods of net loss **Net Loss Per Share (Basic and Diluted):** | Period | June 30, 2025 | June 30, 2024 | | :----- | :------------ | :------------ | | Three Months Ended | $(2.23) | $(2.59) | | Six Months Ended | $(4.82) | $(5.49) | - For the six months ended June 30, 2025, 1,976,642 shares of common stock were excluded from diluted EPS calculation due to their anti-dilutive effect[100](index=100&type=chunk) [13. Segment Reporting](index=27&type=section&id=13.%20SEGMENT%20REPORTING) The company operates as a single operating segment, with the Chief Executive Officer serving as the chief operating decision maker (CODM), using consolidated net loss to evaluate performance and allocate resources - The Company operates as one operating segment, managing business activities on a consolidated basis through the development of its surgical robotic system[101](index=101&type=chunk) - The Chief Executive Officer, as the CODM, uses net loss to allocate resources, evaluate performance, and set compensation targets[101](index=101&type=chunk)[102](index=102&type=chunk) [14. Subsequent Events](index=27&type=section&id=14.%20SUBSEQUENT%20EVENTS) This note reports key events occurring after the reporting period, including the appointment of a new Chief Executive Officer and President, and the grant of a significant stock option to the new CEO - Stephen From was appointed Chief Executive Officer, effective August 7, 2025, and Adam Sachs was appointed President[104](index=104&type=chunk)[106](index=106&type=chunk) - In connection with his appointment, Mr. From will be granted a non-qualified stock option exercisable for up to 297,600 shares of Class A common stock, outside of the 2021 Equity Incentive Plan[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, detailing its business overview, recent developments, financial highlights, factors influencing results, liquidity, and critical accounting policies [Overview](index=28&type=section&id=Overview) The company is developing an advanced, miniaturized, single-port surgical robotic system designed to improve minimally invasive surgery outcomes and address limitations of existing methods, targeting a large global market for soft tissue procedures - The Company is developing a new category of intelligent and affordable, single-port surgical robot, the Vicarious Surgical System, using advanced miniaturized robotics, computer science, sensing, and 3D visualization[108](index=108&type=chunk) - The system is designed to virtually transport surgeons inside the patient to perform minimally invasive surgery, aiming to improve patient outcomes and the cost/efficacy of procedures[108](index=108&type=chunk) - The estimated addressable market for the technology is over 45 million soft tissue surgical procedures annually worldwide, including 3.9 million ventral hernia procedures[109](index=109&type=chunk) - The Vicarious Surgical System has not yet received FDA authorization; the company plans to file a de novo application for use in ventral hernia procedures as its first indication[111](index=111&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) The company received a notice of non-compliance from the NYSE regarding its continued listing standards but has had its remediation plan accepted, allowing it to continue trading during an 18-month cure period - On April 10, 2025, the Company received a notice from the NYSE for non-compliance with the Minimum Market Capitalization Standard (average global market capitalization < $50 million and stockholders' equity < $50 million)[113](index=113&type=chunk) - On July 8, 2025, the NYSE accepted the Company's plan to regain compliance within an 18-month Cure Period, with quarterly reviews[113](index=113&type=chunk) [Financial Highlights](index=29&type=section&id=Financial%20Highlights) The company remains pre-revenue generating but reported reduced net losses and operating expenses for the six months ended June 30, 2025, primarily due to decreases in personnel-related expenses and professional services - The Company is pre-revenue generating as of June 30, 2025[115](index=115&type=chunk) **Net Loss and Operating Loss (in thousands):** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | % Change (YoY) | | :-------------------- | :------------------------------- | :------------------------------- | :----------- | :------------- | | Net loss | $(28,609) | $(32,206) | $3,597 | (11)% | | Loss from operations | $(29,266) | $(33,822) | $4,556 | (13)% | - The decrease in operating loss was primarily due to decreases of $2,542 in personnel-related expenses and $2,900 in professional services, partially offset by a $1,094 increase in supplies and materials[116](index=116&type=chunk) [Factors Affecting Results of Operations](index=30&type=section&id=Factors%20Affecting%20Results%20of%20Operations) Key factors impacting the company's financial results include the absence of revenue until FDA authorization, fluctuating R&D expenses tied to product development, increasing G&A and S&M expenses for public company infrastructure and market preparation, and the mark-to-market adjustments of warrant liabilities - The Company has not generated any revenue to date and does not expect to do so until FDA authorization of its product candidate[118](index=118&type=chunk) - Research and development (R&D) expenses are expected to vary based on new product development, clinical development, and trial activities[119](index=119&type=chunk) - General and administrative (G&A) and Sales and marketing (S&M) expenses are expected to increase in absolute dollars as the company expands its infrastructure and prepares for product launch[120](index=120&type=chunk)[121](index=121&type=chunk) - Changes in the fair value of warrant liabilities represent mark-to-market adjustments to outstanding public and private placement warrants[122](index=122&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the company's operating results for the three and six months ended June 30, 2025, versus 2024, highlighting changes in various expense categories and other income/expense items [Comparison of the Three Months ended June 30, 2025 and 2024](index=31&type=section&id=Comparison%20of%20the%20Three%20Months%20ended%20June%2030%2C%202025%20and%202024) For the three months ended June 30, 2025, the company saw a decrease in R&D, S&M, and G&A expenses compared to 2024, primarily driven by reduced professional services and personnel-related costs, alongside a lower gain from warrant liabilities and decreased interest income **Operating Expenses (in thousands):** | Expense Category | June 30, 2025 | June 30, 2024 | Change | % Change | | :--------------- | :------------ | :------------ | :----- | :------- | | Research and development | $9,050 | $10,924 | $(1,874) | (17)% | | Sales and marketing | $349 | $1,197 | $(848) | (71)% | | General and administrative | $4,120 | $5,592 | $(1,472) | (26)% | - The decrease in R&D expenses was primarily due to a $3,038 decrease in professional services[125](index=125&type=chunk) - Sales and marketing expenses decreased due to an $834 decrease in personnel-related expenses, reflecting a 40% reduction in average headcount[126](index=126&type=chunk) - The change in fair value of warrant liabilities resulted in a $40 gain in 2025, significantly lower than the $1,590 gain in 2024[129](index=129&type=chunk) - Interest and other income decreased by $654 (71%) to $264, primarily due to a decrease in interest income from short-term investments[130](index=130&type=chunk) [Comparison of the Six Months ended June 30, 2025 and 2024](index=33&type=section&id=Comparison%20of%20the%20Six%20Months%20ended%20June%2030%2C%202025%20and%202024) For the six months ended June 30, 2025, the company experienced reduced R&D, S&M, and G&A expenses compared to 2024, mainly from lower professional services and personnel costs. The period also saw a smaller loss from warrant liabilities and decreased interest income **Operating Expenses (in thousands):** | Expense Category | June 30, 2025 | June 30, 2024 | Change | % Change | | :--------------- | :------------ | :------------ | :----- | :------- | | Research and development | $18,465 | $20,892 | $(2,427) | (12)% | | Sales and marketing | $1,390 | $2,338 | $(948) | (41)% | | General and administrative | $9,411 | $10,592 | $(1,181) | (11)% | - R&D expenses decreased primarily due to a $3,108 decrease in professional services, partially offset by a $1,088 increase in materials and supplies[133](index=133&type=chunk) - Sales and marketing expenses decreased due to a $982 decrease in personnel-related expenses, reflecting a 40% reduction in average headcount[134](index=134&type=chunk) - The change in fair value of warrant liabilities resulted in a $53 loss in 2025, compared to a $277 loss in 2024[136](index=136&type=chunk) - Interest and other income decreased by $1,183 to $710, due to a decrease in interest income from short-term investments[137](index=137&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is constrained by significant net losses and an accumulated deficit, with current cash and investments insufficient for operations beyond the next 12 months, raising substantial doubt about its going concern ability and necessitating additional funding **Key Liquidity Metrics (in thousands):** | Metric | June 30, 2025 | | :-------------------- | :------------ | | Cash and cash equivalents | $3,910 | | Short-term investments | $20,053 | | Accumulated deficit | $(224,544) | | Net cash used in operating activities (6 months) | $(25,300) | - The Company's current cash, cash equivalents, and short-term investments ($23,963) are not expected to support operations beyond the next 12 months, raising substantial doubt about its ability to continue as a going concern[140](index=140&type=chunk) - Substantial additional funding will be required for clinical trials, market authorization, and commercialization of the Vicarious Surgical System[142](index=142&type=chunk) - The Company has a universal shelf registration statement on Form S-3 for up to $400 million in securities, including $100 million of Class A common stock through an 'at-the-market' equity program[143](index=143&type=chunk) [Cash Flows Summary](index=35&type=section&id=Cash%20Flows%20Summary) A summary of cash flows for the six months ended June 30, 2025 and 2024, showing cash used in operations, a shift to cash provided by investing activities in 2025, and minimal cash from financing activities **Cash Flows (in thousands):** | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $(25,300) | $(25,479) | | Net cash provided by (used in) investing activities | $19,432 | $(7,095) | | Net cash provided by financing activities | $41 | $2 | [Cash flows used in Operating Activities](index=35&type=section&id=Cash%20flows%20used%20in%20Operating%20Activities) Net cash used in operating activities for the six months ended June 30, 2025, was $25.3 million, primarily driven by the net loss, partially offset by non-cash adjustments like stock-based compensation and depreciation - Net cash used in operating activities for the six months ended June 30, 2025, was $25,300 thousand, attributable to a net loss of $28,609 thousand, partially offset by non-cash items of $6,123 thousand[147](index=147&type=chunk) - Non-cash items included $4,983 thousand in stock-based compensation and $782 thousand of depreciation[147](index=147&type=chunk) [Cash flows provided by (used in) Investing Activities](index=35&type=section&id=Cash%20flows%20provided%20by%20(used%20in)%20Investing%20Activities) Investing activities shifted from using cash in 2024 to providing cash in 2025, primarily due to a significant increase in proceeds from sales and maturities of available-for-sale investments - Net cash provided by investing activities for the six months ended June 30, 2025, was $19,432 thousand, primarily from $30,451 thousand in proceeds from sales and maturities of available-for-sale investments[149](index=149&type=chunk) - In contrast, net cash used in investing activities for the six months ended June 30, 2024, was $7,095 thousand, mainly due to $38,892 thousand in purchases of available-for-sale investments[150](index=150&type=chunk) [Cash flows provided by Financing Activities](index=35&type=section&id=Cash%20flows%20provided%20by%20Financing%20Activities) Financing activities provided minimal cash, primarily from the exercise of stock options, for both the six months ended June 30, 2025 and 2024 - Net cash provided by financing activities was $41 thousand for the six months ended June 30, 2025, and $2 thousand for the same period in 2024, both from stock option exercises[151](index=151&type=chunk)[152](index=152&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) The company confirms it had no significant off-balance sheet arrangements during the reported periods - The Company did not have any relationships with unconsolidated organizations or financial partnerships for off-balance sheet arrangements during the periods presented[153](index=153&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The valuation of warrant liabilities is identified as a critical accounting policy, requiring significant judgment and estimates, with fair values determined using public market trading values for public warrants and the Black-Scholes model for private placement warrants - Warrant liabilities are recognized at fair value and re-measured at each reporting period, with changes recognized in the statement of operations[155](index=155&type=chunk) - Fair value of Public Warrants is determined from trading value on public markets, while Private Placement Warrants are calculated using the Black-Scholes option pricing model[155](index=155&type=chunk) [Recently Adopted Accounting Pronouncements](index=36&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) This section refers to Note 2 for details on recently issued accounting pronouncements that may impact the company's financial position and results of operations - A description of recently issued accounting pronouncements is disclosed in Note 2 'Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements'[157](index=157&type=chunk) [Emerging Growth Company](index=36&type=section&id=Emerging%20Growth%20Company) The company maintains its status as an 'emerging growth company' under the JOBS Act, allowing it to take advantage of reduced regulatory and reporting requirements, including exemptions from certain accounting standards and Sarbanes-Oxley Act provisions - The Company is an 'emerging growth company' as defined in the JOBS Act and intends to take advantage of exemptions for complying with new or revised accounting standards within the same time periods as private companies[158](index=158&type=chunk) - The Company also intends to leverage reduced regulatory and reporting requirements, such as exemptions from auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Vicarious Surgical Inc. is exempt from providing detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) The company identified material weaknesses in its internal control over financial reporting as of December 31, 2024, leading to a conclusion that disclosure controls and procedures were not effective as of June 30, 2025. Remediation efforts are ongoing - Material weaknesses were identified in internal control over financial reporting as of December 31, 2024, including improper segregation of duties, issues with journal entries, account reconciliation, IT controls, risk assessment, and documentation[161](index=161&type=chunk) - Remediation actions include hiring additional accounting, finance, and legal resources with public company experience and implementing additional review controls and processes[162](index=162&type=chunk)[166](index=166&type=chunk) - Based on management's evaluation, disclosure controls and procedures were not effective as of June 30, 2025[163](index=163&type=chunk) PART II: OTHER INFORMATION [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) As of the reporting date, the company is not involved in any material pending legal proceedings, though it acknowledges the possibility of ordinary course claims - The Company is not party to and its property is not subject to any material pending legal proceedings as of the date of this Quarterly Report[168](index=168&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report for general risk factors and specifically highlights the ongoing risk of not meeting NYSE continued listing standards, despite an accepted remediation plan - The Company received a notice from the NYSE on April 10, 2025, for non-compliance with the Minimum Market Capitalization Standard[170](index=170&type=chunk) - The NYSE accepted the Company's plan to come into conformity with the listing standards within an 18-month Cure Period on July 8, 2025[171](index=171&type=chunk) - Potential adverse consequences of delisting include limited market quotations, reduced liquidity for Class A common stock, limited news and analyst coverage, and decreased ability to obtain additional financing[172](index=172&type=chunk)[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not engage in any unregistered sales of equity securities or issuer purchases of equity securities during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the period[172](index=172&type=chunk) - The Company did not repurchase any of its equity securities during the three months ended June 30, 2025[173](index=173&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[174](index=174&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the Company[175](index=175&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 plan or any non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[178](index=178&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including key corporate governance documents, employment agreements, and certifications - Exhibits include the Vicarious Surgical Inc. 2021 Equity Incentive Plan, Amended and Restated Non-Employee Director Compensation Policy, and the Executive Employment Agreement with Stephen From[179](index=179&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer are filed herewith[179](index=179&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) The report is duly signed on August 12, 2025, by Stephen From, Chief Executive Officer, and Sarah Romano, Chief Financial Officer - The Quarterly Report on Form 10-Q was signed by Stephen From, Chief Executive Officer, and Sarah Romano, Chief Financial Officer, on August 12, 2025[185](index=185&type=chunk)

[Company Overview and Recent Developments](index=1&type=section&id=1.%20Company%20Overview%20and%20Recent%20Developments) Vicarious Surgical reported Q2 2025 financial results, announced a CEO transition, and provided full-year cash burn guidance [Introduction and Leadership Transition](index=1&type=section&id=1.1%20Introduction%20and%20Leadership%20Transition) Vicarious Surgical announced its second quarter 2025 financial results alongside a significant leadership change, with co-founder Adam Sachs transitioning to President and Stephen From appointed as the new CEO - Vicarious Surgical announced Q2 2025 financial results and a CEO transition, with **Stephen From** taking over from co-founder **Adam Sachs**, who moves to President[2](index=2&type=chunk)[3](index=3&type=chunk) - New CEO **Stephen From** highlighted the company's technology as a meaningful leap in surgical innovation with the capacity to reshape the standard of care and enhance patient outcomes globally[3](index=3&type=chunk) [Second Quarter 2025 Financial Highlights](index=1&type=section&id=1.2%20Second%20Quarter%202025%20Financial%20Highlights) Vicarious Surgical reported decreased operating expenses and a reduced GAAP net loss for Q2 2025, alongside full-year cash burn guidance Second Quarter 2025 Key Financial Highlights | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :--------- | | Operating Expenses | $13.5 | $17.7 | -24% | | R&D Expenses | $9.1 | $10.9 | -16.5% | | G&A Expenses | $4.1 | $5.6 | -26.8% | | Sales & Marketing Expenses | $0.3 | $1.2 | -75% | | GAAP Net Loss | $(13.2) | $(15.2) | -13.1% | | GAAP Net Loss Per Share | $(2.23) | $(2.59) | -13.9% | | Non-GAAP Adjusted Net Loss | $(13.3) | $(16.8) | -20.8% | | Non-GAAP Adjusted Loss Per Share | $(2.23) | $(2.86) | -22.0% | - Vicarious Surgical expects full year 2025 cash burn of approximately **$50 million**[5](index=5&type=chunk) - As of June 30, 2025, the Company had **$24.0 million** in cash and investments, with a cash burn rate of **$13.4 million** for the second quarter of 2025[6](index=6&type=chunk) [Detailed Financial Results](index=4&type=section&id=2.%20Detailed%20Financial%20Results) This section presents condensed consolidated statements of operations and balance sheets, detailing changes in expenses, net loss, assets, and equity [Condensed Consolidated Statements of Operations](index=4&type=section&id=2.1%20Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations show reduced operating expenses and net loss for Q2 and H1 2025, reflecting decreased spending Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 (Thousands) | Three Months Ended June 30, 2024 (Thousands) | Six Months Ended June 30, 2025 (Thousands) | Six Months Ended June 30, 2024 (Thousands) | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Research and development | $9,050 | $10,924 | $18,465 | $20,892 | | Sales and marketing | $349 | $1,197 | $1,390 | $2,338 | | General and administrative | $4,120 | $5,592 | $9,411 | $10,592 | | Total operating expenses | $13,519 | $17,713 | $29,266 | $33,822 | | Net loss | $(13,215) | $(15,205) | $(28,609) | $(32,206) | | Net loss per share | $(2.23) | $(2.59) | $(4.82) | $(5.49) | - Total operating expenses decreased by **23.7%** for the three months and **13.5%** for the six months ended June 30, 2025, year-over-year[18](index=18&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=2.2%20Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show a significant reduction in total assets and stockholders' equity from December 2024 to June 2025, due to decreased cash and investments Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (Thousands) | December 31, 2024 (Thousands) | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $3,910 | $9,737 | | Short-term investments | $20,053 | $39,360 | | Total current assets | $26,067 | $51,698 | | Total assets | $40,890 | $67,719 | | Total liabilities | $17,827 | $21,021 | | Total stockholders' equity | $23,063 | $46,698 | - Cash and cash equivalents decreased by **59.9%** from **$9.7 million** at December 31, 2024, to **$3.9 million** at June 30, 2025[20](index=20&type=chunk) - Total stockholders' equity decreased by **50.6%** from **$46.7 million** at December 31, 2024, to **$23.1 million** at June 30, 2025[20](index=20&type=chunk) [Non-GAAP Financial Measures](index=2&type=section&id=3.%20Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures, including Adjusted Net Loss and Adjusted EPS, to GAAP results [Purpose and Definition of Non-GAAP Measures](index=2&type=section&id=3.1%20Purpose%20and%20Definition%20of%20Non-GAAP%20Measures) Vicarious Surgical uses non-GAAP measures like Adjusted Net Loss and EPS to clarify core operating performance and aid financial planning, as supplements to GAAP results - Vicarious Surgical provides non-GAAP financial measures (Adjusted Net Loss and Adjusted EPS) to help investors understand core operating results and for financial planning purposes[9](index=9&type=chunk)[10](index=10&type=chunk) - These non-GAAP measures are not prepared in accordance with U.S. GAAP and should be considered as a supplement to, not a substitute for, GAAP financial results[11](index=11&type=chunk)[12](index=12&type=chunk) [Reconciliation of GAAP to Non-GAAP](index=3&type=section&id=3.2%20Reconciliation%20of%20GAAP%20to%20Non-GAAP) The company provides a detailed reconciliation table showing adjustments from GAAP net loss to non-GAAP adjusted net loss and EPS, primarily excluding warrant liability fair value changes Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands) | Metric | Three Months Ended June 30, 2025 (Thousands) | Three Months Ended June 30, 2024 (Thousands) | Six Months Ended June 30, 2025 (Thousands) | Six Months Ended June 30, 2024 (Thousands) | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net loss (GAAP) | $(13,215) | $(15,205) | $(28,609) | $(32,206) | | Change in fair value of warrant liabilities | $40 | $1,590 | $(53) | $(277) | | Adjusted net loss (Non-GAAP) | $(13,255) | $(16,795) | $(28,556) | $(31,929) | | Adjusted EPS, basic and diluted | $(2.23) | $(2.86) | $(4.81) | $(5.44) | - The primary adjustment from GAAP net loss to Adjusted net loss is the exclusion of the change in fair value of warrant liabilities[14](index=14&type=chunk) [Corporate Information and Disclosures](index=2&type=section&id=4.%20Corporate%20Information%20and%20Disclosures) This section provides information about Vicarious Surgical, details conference call access, outlines forward-looking statement disclaimers, and lists investor and media contacts [About Vicarious Surgical](index=2&type=section&id=4.1%20About%20Vicarious%20Surgical) Vicarious Surgical, founded in 2014, develops disruptive human-like surgical robots for minimally invasive procedures, aiming to improve efficiency, patient outcomes, and reduce costs - Vicarious Surgical is a next-generation robotics company developing unique disruptive technology with human-like surgical robots for minimally invasive surgery[8](index=8&type=chunk) - The company's goals include substantially increasing surgical efficiency, improving patient outcomes, and reducing healthcare costs[8](index=8&type=chunk) - Vicarious Surgical has received backing from technology luminaries including **Bill Gates**, **Vinod Khosla's Khosla Ventures**, and **Jerry Yang's AME Cloud Ventures**[8](index=8&type=chunk) [Conference Call Information](index=2&type=section&id=4.2%20Conference%20Call%20Information) Vicarious Surgical hosted a conference call on August 12, 2025, to discuss Q2 2025 financial results, offering dial-in and webcast access - A conference call was held on **Tuesday, August 12, 2025, at 4:30 p.m. ET** to discuss the second quarter 2025 financial results[7](index=7&type=chunk) - Access was available via domestic and international dial-in numbers, and a live and archived webcast was provided on the company's investor relations website[7](index=7&type=chunk) [Forward-Looking Statements](index=3&type=section&id=4.3%20Forward-Looking%20Statements) This cautionary disclosure indicates that forward-looking statements are subject to risks and uncertainties, advising readers not to unduly rely on them, and disclaiming update obligations - The press release includes forward-looking statements subject to significant risks and uncertainties that could cause actual results to differ materially from expectations[15](index=15&type=chunk) - Factors that may cause differences include regulatory approvals, financing, product development success, market competition, and intellectual property rights[15](index=15&type=chunk) - Readers are cautioned not to place undue reliance on these statements, and the company disclaims any obligation to publicly update or revise them[15](index=15&type=chunk) [Investor and Media Relations](index=3&type=section&id=4.4%20Investor%20and%20Media%20Relations) Contact information for investor relations and media inquiries is provided for stakeholders seeking further information - Investor inquiries can be directed to **ir@vicarioussurgical.com**[16](index=16&type=chunk) - Media inquiries can be directed to **media@vicarioussurgical.com**[16](index=16&type=chunk)

Company Overview - Vicarious Surgical is developing a next-generation surgical robot designed for general surgery, leveraging decoupled actuators for enhanced ease of use, clinical outcomes, and economics [9] - The company anticipates first human use of its V1.0 System in late 2025 and an FDA De Novo submission in late 2026 [12] - Vicarious Surgical has attracted top-tier partners, including HCA, multiple hospital systems, and leading investors [10] Market Opportunity - The initial market opportunity is estimated at $150 billion [15], addressing 45 million abdominal procedures worldwide per year [16] - Currently, only ~4% of these procedures are performed robotically [16], indicating a 96% whitespace [13] - Existing robots are primarily designed for prostate surgery, one of the lowest volume abdominal procedures [19] Technology and Benefits - The Vicarious Surgical System utilizes a single 1.8cm incision [43], aiming to reduce incisional complication rates compared to open and multi-port techniques [43] - The system offers 9 degrees of freedom per arm through a single incision [47], enabling complete anatomical access and surgeon-equivalent robotic motion [47] compared to the 4 degrees of freedom in roboticized laparoscopy [46] - Hospital contribution with Vicarious Surgical is projected to be $6,237 compared to -$10,139 with multi-port systems [50] Future Development - The company is positioned for AI-automated surgery, capturing over 1 GB of data per second to train its models [61] - Vicarious Surgical is developing AI-assisted surgery features, starting with intra-operative alerts and guidance [62]

Financial Performance - Vicarious Surgical reported an adjusted net loss of $15.3 million for Q1 2025, equating to an adjusted loss per share of $2.58, compared to an adjusted net loss of $15.1 million and a loss per share of $2.58 in Q1 2024[6]. - The GAAP net loss for Q1 2025 was $15.4 million, or $2.60 per share, compared to a GAAP net loss of $17.0 million, or $2.90 per share, in Q1 2024[6]. - The company had a comprehensive net loss of $15.4 million for Q1 2025, compared to a comprehensive net loss of $17.1 million in Q1 2024[16]. Operating Expenses - The company's total operating expenses for Q1 2025 were $15.7 million, a decrease of 2% from $16.1 million in the same period last year[6]. - Research and development expenses for Q1 2025 were $9.4 million, down from $10.0 million in Q1 2024[6]. Cash Position - Cash and investments as of March 31, 2025, totaled $37.4 million, with a cash burn rate of $11.7 million for the first quarter[6]. - Vicarious Surgical expects a full-year cash burn of approximately $50 million for 2025[5]. Assets and Deficit - Total assets decreased from $67.7 million as of December 31, 2024, to $55.1 million as of March 31, 2025[18]. - Vicarious Surgical's accumulated deficit increased to $211.3 million as of March 31, 2025, from $195.9 million at the end of 2024[18]. Clinical Milestones - The company is on track to achieve its first clinical patients within the next few quarters, marking a significant milestone in its transition to a clinical-stage company[3].

Financial Data and Key Metrics Changes - Total operating expenses for Q1 2025 were $15.7 million, a 2% decrease from $16.1 million in Q1 2024 [10] - R&D expenses for Q1 2025 were $9.4 million, down from $10 million in Q1 2024 [10] - GAAP net loss for Q1 2025 was $15.4 million or $2.6 per share, compared to a net loss of $17 million or $2.9 per share in Q1 2024 [11] Business Line Data and Key Metrics Changes - Sales and marketing expenses for Q1 2025 were $1 million, essentially flat compared to the prior year [10] - The company successfully built its first patient card and surgeon console for preclinical testing, marking significant progress in its development phase [7] Market Data and Key Metrics Changes - The company is preparing for its first human cases, focusing on ventral hernia repair, which aligns with its pivotal trial endpoints [8] - The collaboration with UMass Memorial Medical Center aims to optimize the implementation of the robotic system in clinical settings [9] Company Strategy and Development Direction - The company aims to revolutionize robotic surgery by overcoming limitations of existing surgical approaches, with a focus on minimally invasive procedures [5] - 2025 is positioned as a transformative year, with expectations to evolve into a clinical stage company and demonstrate the value of its single port surgical system [6] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the progress made in Q1 2025, which is expected to lead to the first major clinical milestone later this year [14] - The company is committed to disciplined spending and strategic financing to ensure continued operations and product development [17][18] Other Important Information - The company ended Q1 2025 with approximately $37 million in cash and short-term investments, with a cash burn rate of about $12 million for the quarter [11][12] - Full-year cash burn is expected to be around $50 million, indicating a focus on capital allocation [12] Q&A Session Summary Question: What assurances can you give to investors about your continued ability to fund operations? - Management emphasized disciplined spending and strategic evaluation of financing options, expressing optimism about support from existing and potential new investors [17][18] Question: How are you feeling about your ability to supply remaining components for the V1.0 build? - Management reported effective management of the supply chain, with no significant changes or adjustments to the schedule due to supply issues [20][21] Question: Can you provide details on the review timeline expectations for the technical dossier submission? - Management anticipates filing the technical dossier around mid-2025, with confidence based on assumptions from similar companies' experiences [27][28] Question: How could your hospital partners be additive to your development process? - Management highlighted that hospital partners are excited about the technology and are working on optimizing workflows, which will benefit the system's integration into clinical settings [29]

Financial Data and Key Metrics Changes - Total operating expenses for Q1 2025 were $15.7 million, a 2% decrease from $16.1 million in Q1 2024 [11] - R&D expenses for Q1 2025 were $9.4 million, down from $10 million in Q1 2024 [11] - GAAP net loss for Q1 2025 was $15.4 million or $2.6 per share, compared to a net loss of $17 million or $2.9 per share in Q1 2024 [12] Business Line Data and Key Metrics Changes - Sales and marketing expenses for Q1 2025 were $1 million, essentially flat compared to the prior year [11] - The company successfully built its first patient card and surgeon console for preclinical testing, marking significant progress in its development timeline [7] Market Data and Key Metrics Changes - The company is preparing for its first human cases, focusing on ventral hernia repair, which aligns with its pivotal trial endpoints [8][9] - The collaboration with UMass Memorial Medical Center aims to optimize the implementation of the robotic system in clinical settings [9][10] Company Strategy and Development Direction - The company aims to revolutionize robotic surgery by overcoming limitations of existing surgical approaches, with a focus on minimally invasive procedures through a single small incision [5] - 2025 is positioned as a transformative year, with expectations to evolve into a clinical stage company and demonstrate the value of its single port surgical system [6][14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about achieving major clinical milestones later in 2025, attributing progress to the dedication of the team and support from investors [14] - The company is focused on disciplined spending and strategic financing to ensure continued operations and product development [17][18] Other Important Information - The company ended Q1 2025 with approximately $37 million in cash, cash equivalents, and short-term investments, with a cash burn rate of about $12 million for the quarter [12][13] - Full-year cash burn for 2025 is expected to be around $50 million, with a commitment to disciplined capital allocation [13] Q&A Session Summary Question: What assurances can you give to investors about your continued ability to fund operations? - Management emphasized disciplined spending and strategic evaluation of financing options, with confidence in support from existing and potential new investors [17][18] Question: How are you feeling about your ability to supply remaining components for the V1.0 build? - Management reported effective management of the supply chain, with no significant changes or adjustments to the schedule [20][21] Question: Can you provide details on the review timeline expectations for the technical dossier submission? - The company anticipates filing the technical dossier around mid-2025, with confidence based on assumptions from similar companies' experiences [27][28] Question: To what extent could hospital partners be additive to your development process? - Management indicated that hospital partners are excited about the technology and are actively working on optimizing workflows, which will benefit both development and future commercialization [29]

PART I: FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q1 2025 financials show a $15.4 million net loss, reduced cash, and substantial doubt about going concern [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $55.1 million by March 31, 2025, driven by reduced cash and investments Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,599 | $9,737 | | Short-term investments | $34,763 | $39,360 | | **Total Assets** | **$55,052** | **$67,719** | | Total Liabilities | $20,976 | $21,021 | | **Total Stockholders' Equity** | **$34,076** | **$46,698** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 net loss improved to $15.4 million from $17.0 million in Q1 2024 Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Income Statement Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Research and development | $9,415 | $9,968 | | General and administrative | $5,291 | $5,000 | | Total operating expenses | $15,747 | $16,109 | | Loss from operations | $(15,747) | $(16,109) | | **Net loss** | **$(15,394)** | **$(17,001)** | | Net loss per share, basic and diluted | $(2.60) | $(2.90) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations improved to $11.8 million in Q1 2025, with total cash decreasing by $7.1 million Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(11,768) | $(14,458) | | Net cash provided by (used in) investing activities | $4,613 | $(144) | | Net cash provided by financing activities | $17 | $2 | | **Change in cash, cash equivalents and restricted cash** | **$(7,138)** | **$(14,600)** | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes highlight pre-revenue status, going concern doubt, 1-for-30 reverse stock split, and stock-based compensation - The company is developing a surgical robotic system and has not yet generated any revenue, with an accumulated deficit of **$211.3 million** as of March 31, 2025[28](index=28&type=chunk)[29](index=29&type=chunk) - Management concluded there is substantial doubt about the company's ability to continue as a going concern, as cash, cash equivalents, and short-term investments of **$37.4 million** are not sufficient to fund operations for the next 12 months, and the company is actively pursuing additional financing[30](index=30&type=chunk) - On June 12, 2024, the company effected a **1-for-30 reverse stock split** of its Class A and Class B common stock, with all share and per-share data retroactively adjusted[37](index=37&type=chunk)[78](index=78&type=chunk) - Total stock-based compensation expense was **$2.8 million** for the three months ended March 31, 2025, down from **$3.1 million** in the prior-year period[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%C2%B4s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses pre-revenue status, NYSE non-compliance, Q1 2025 net loss, and going concern issues - The company is developing a single-port surgical robot to address limitations of current open and robot-assisted surgeries, targeting a market of over **45 million** annual soft tissue procedures worldwide[107](index=107&type=chunk)[108](index=108&type=chunk) - On April 10, 2025, the company received a notice from the NYSE for non-compliance with the minimum market capitalization standard, as its average market cap fell below **$50 million** while stockholders' equity was also below **$50 million**, and the company intends to submit a compliance plan[112](index=112&type=chunk) - The company's cash, cash equivalents, and short-term investments of **$37.4 million** as of March 31, 2025, are expected to fund operations into the first quarter of 2026, raising substantial doubt about the company's ability to continue as a going concern[131](index=131&type=chunk) - The company has a universal shelf registration statement on Form S-3, allowing it to raise up to **$400 million**, which includes an "at-the-market" equity program, though no shares were sold under this program in Q1 2025 or 2024[134](index=134&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q1 2025 operating expenses decreased by 2% to $15.7 million, with R&D and S&M down, and G&A up Comparison of Operating Expenses (in thousands) | Operating Expense | Q1 2025 | Q1 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $9,415 | $9,968 | $(553) | (6)% | | Sales and marketing | $1,041 | $1,141 | $(100) | (9)% | | General and administrative | $5,291 | $5,000 | $291 | 6% | | **Total operating expenses** | **$15,747** | **$16,109** | **$(362)** | **(2)%** | - The decrease in R&D expenses was primarily due to a **$658 thousand** reduction in personnel-related costs, driven by a **6%** decrease in average R&D headcount[124](index=124&type=chunk) - The increase in G&A expenses was mainly due to a **$374 thousand** rise in professional fees, partially offset by a **$112 thousand** decrease in insurance expenses[126](index=126&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Cash of $37.4 million as of March 31, 2025, is insufficient for 12 months, raising going concern doubt - The company's cash, cash equivalents, and short-term investments balance of **$37,362 thousand** as of March 31, 2025, is not believed to be sufficient to support operations for the next 12 months[131](index=131&type=chunk) - The company expects its current cash to be sufficient to support operations into the **first quarter of 2026**[131](index=131&type=chunk) - Net cash used in operating activities decreased to **$11.8 million** in Q1 2025 from **$14.5 million** in Q1 2024[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - The company will need to obtain substantial additional funding to complete clinical trials, obtain market authorization, and commercialize the Vicarious Surgical System[133](index=133&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is exempt from market risk disclosures - As a smaller reporting company, Vicarious Surgical is not required to provide quantitative and qualitative disclosures about market risk[149](index=149&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Material weaknesses in internal controls persisted through Q1 2025, rendering disclosure controls ineffective; remediation is ongoing - Material weaknesses in internal control over financial reporting were identified, including issues with segregation of duties, IT controls, risk assessment, and monitoring of control processes[150](index=150&type=chunk) - The Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2025[152](index=152&type=chunk) - Remediation efforts include hiring additional experienced personnel and implementing enhanced review controls and processes[151](index=151&type=chunk)[155](index=155&type=chunk) PART II: OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material pending legal proceedings - As of the filing date, the company is not party to any material pending legal proceedings[157](index=157&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) Significant risk factors include NYSE non-compliance due to minimum market capitalization failure, risking delisting - On April 10, 2025, the company received a notice from the NYSE for non-compliance with the minimum market capitalization standard, as its average market cap and stockholders' equity both fell below **$50 million**[159](index=159&type=chunk) - The company must submit a compliance plan to the NYSE; if the plan is not accepted or if compliance is not regained within the cure period, the company's stock will be subject to delisting procedures[160](index=160&type=chunk) - Potential delisting could result in limited market quotations, reduced stock liquidity, less news and analyst coverage, and a decreased ability to obtain future financing[161](index=161&type=chunk)[164](index=164&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales or repurchases of equity securities occurred during the quarter - The company did not have any unregistered sales of equity securities in the period[161](index=161&type=chunk) - The company did not repurchase any of its equity securities during the three months ended March 31, 2025[162](index=162&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities - There were no defaults upon senior securities[163](index=163&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[165](index=165&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading plans were adopted or terminated by directors or officers during the quarter - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the three months ended March 31, 2025[166](index=166&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) The report includes filed exhibits such as agreements and required CEO/CFO certifications