Financial Condition - The company has incurred an accumulated deficit of $246.1 million as of December 31, 2025, with no revenues generated to date [133]. - Cash and cash equivalents stood at $2.6 million and short-term investments at $7.2 million as of December 31, 2025, which are expected to fund operations through the second quarter of 2026 [139]. - Net losses for the years ended December 31, 2025, and 2024 were $50.2 million and $63.2 million, respectively [136]. - The company has federal net operating loss carry forwards (NOLs) of approximately $209.9 million as of December 31, 2025, with about $2.8 million expiring between 2034 and 2037 if not utilized [197]. - The utilization of NOLs generated in taxable years beginning after December 31, 2017, is limited to offsetting no more than 80% of the taxable income for that year [198]. - The company has recorded a full valuation allowance related to its NOLs and other deferred tax assets due to uncertainty regarding the realization of future benefits [197]. Market and Competition - The company is transitioning to the OTCID market after being suspended from the NYSE due to falling below the market capitalization requirement of $15 million [134]. - The company faces significant competition from established players in the robotic-assisted surgical market, which may impact future revenue [146]. - The company faces significant competition from established manufacturers like Intuitive Surgical and Johnson & Johnson, which may hinder effective marketing and sales [155]. - The market for robotic-assisted surgical technology is rapidly evolving, making it difficult to forecast demand for the company's products [144]. - Future revenue generation depends on successful commercialization and market adoption of the Vicarious Surgical System, which is currently in development [137]. Product Development and Commercialization - The company has no products authorized for commercialization and is focused on developing the Vicarious Surgical System for ventral hernia repair procedures [142]. - Additional funding will be necessary to support the development and commercialization of the Vicarious Surgical System, with no assurance that such funding will be available on acceptable terms [138]. - The company anticipates significant operating expenses as it continues to develop and commercialize its surgical system, which may lead to further losses [139]. - The success of the Vicarious Surgical System relies on market acceptance for ventral hernia repair procedures and the ability to identify new markets for the technology [147]. - Broad use of the Vicarious Surgical System will require training of surgical teams, which may delay market acceptance [149]. Regulatory and Compliance Risks - The company is subject to extensive government regulation, which could restrict the development, marketing, sale, and distribution of its product candidates and technologies [202]. - The FDA's review process for 510(k) clearance typically takes 90 to 270 days, while De Novo classification applications can take 120 to 330 days [205]. - The company must obtain institutional review board (IRB) approval for clinical investigations, which may not be granted, potentially delaying marketing authorization [209]. - Non-compliance with regulatory requirements could lead to enforcement actions by the FDA, including fines and product recalls [213]. - The FDA may delay, limit, or deny marketing authorization for the Vicarious Surgical System and future product candidates, which could adversely affect business growth [214]. Intellectual Property Risks - The company relies on patent protection to maintain a competitive advantage, but uncertainties in patent validity and enforcement could diminish this advantage [257]. - There is no assurance that pending patent applications will result in granted patents, which could limit the company's ability to protect its technologies [258]. - The competitive landscape for licensing and acquiring intellectual property rights is challenging, with established companies having greater resources [271]. - The company may incur substantial costs and management resources could be diverted due to potential patent litigation, which could adversely affect its financial condition [274]. - An adverse outcome in patent litigation could expose the company to significant liabilities and loss of proprietary position [281]. Operational Challenges - Manufacturing problems or delays could limit revenue growth and increase losses, impacting the ability to meet market demand [166]. - The company has not engaged in strategic acquisitions or alliances to date, which could impact its financial condition and expose it to various risks [171]. - The company may encounter challenges in establishing relationships with hospitals and surgeons due to existing affiliations with competitors [150]. - The need for effective training of surgeons and hospital staff is critical; failure to do so may result in lower product sales and potential liabilities [151]. - The company relies on limited or sole suppliers for certain materials and components of the Vicarious Surgical System, which poses risks of redesign and operational disruptions if suppliers fail to meet specifications [170]. Legal and Governance Issues - The company is classified as a "smaller reporting company," which allows for reduced disclosure obligations, potentially making comparisons with other public companies difficult [308]. - The dual class structure may impact the stock price of Class A common stock and could lead to exclusion from certain indices, affecting market valuation [309]. - The company has anti-takeover provisions that may limit stockholders' ability to obtain a premium for their shares, potentially depressing the trading price of its common stock [312]. - Approximately 67.2% of the voting power of the company's outstanding capital stock is controlled by certain principal stockholders and management, which may affect corporate governance and deter changes in control [318]. - Recent legal rulings have introduced uncertainty regarding the authorization of Class A common stock, which could impact the company's ability to complete equity financing transactions [317].
Vicarious Surgical (RBOT) - 2025 Q4 - Annual Report