Vicarious Surgical (RBOT) - 2022 Q2 - Quarterly Report

PART I: FINANCIAL INFORMATION Presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements (unaudited) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and detailed notes on accounting policies Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 | (in thousands) | June 30, 2022 | December 31, 2021 | | :--------------- | :------------ | :---------------- | | Assets: | | | | Cash and cash equivalents | $141,315 | $173,507 | | Total current assets | $143,634 | $178,374 | | Property and equipment, net | $5,616 | $2,250 | | Total assets | $164,052 | $181,679 | | Liabilities & Equity: | | | | Total current liabilities | $6,894 | $6,245 | | Warrant liabilities | $11,691 | $90,021 | | Total liabilities | $34,273 | $98,588 | | Total stockholders' equity | $129,779 | $83,091 | | Total liabilities and stockholders' equity | $164,052 | $181,679 | Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 | (in thousands, except per share data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $10,055 | $4,008 | $19,903 | $7,616 | | Sales and marketing | $1,311 | $325 | $2,713 | $551 | | General and administrative | $7,760 | $2,279 | $14,690 | $3,676 | | Total operating expenses | $19,126 | $6,612 | $37,306 | $11,843 | | Loss from operations | $(19,126) | $(6,612) | $(37,306) | $(11,843) | | Change in fair value of warrant liabilities | $17,601 | $0 | $78,329 | $0 | | Net income/(loss) | $(1,453) | $(6,638) | $41,074 | $(11,869) | | Net income/(loss) per share, basic | $(0.01) | $(0.08) | $0.34 | $(0.14) | | Net income/(loss) per share, diluted | $(0.01) | $(0.08) | $0.32 | $(0.14) | Condensed Consolidated Statements of Convertible Preferred Stock, Common Stock and Stockholders' Equity/(Deficit) for the Three and Six Months Ended June 30, 2022 and 2021 Stockholders' Equity (in thousands) - Six Months Ended June 30, 2022 | Item | Shares (Class A & B) | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | | :--- | :------------------- | :------------------ | :------------------------- | :------------------ | :------------------------- | | Balance, January 1, 2022 | 119,769,067 | $12 | $149,877 | $(66,798) | $83,091 | | Exercise of common stock options | 1,702,183 | $0 | $557 | $0 | $557 | | Stock-based compensation | — | $0 | $5,057 | $0 | $5,057 | | Net income | — | $0 | $0 | $41,074 | $41,074 | | Balance, June 30, 2022 | 121,631,735 | $12 | $155,491 | $(25,724) | $129,779 | Stockholders' Equity (in thousands) - Three Months Ended June 30, 2022 | Item | Shares (Class A & B) | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | | :--- | :------------------- | :------------------ | :------------------------- | :------------------ | :------------------------- | | Balance, March 31, 2022 | 121,168,655 | $12 | $152,490 | $(24,271) | $128,231 | | Stock-based compensation | — | $0 | $2,780 | $0 | $2,780 | | Net loss | — | $0 | $0 | $(1,453) | $(1,453) | | Balance, June 30, 2022 | 121,631,735 | $12 | $155,491 | $(25,724) | $129,779 | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 | (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--------------- | :----------------------------- | :----------------------------- | | Net income/(loss) | $41,074 | $(11,869) | | Net cash used in operating activities | $(28,966) | $(9,904) | | Net cash used in investing activities | $(3,578) | $(340) | | Net cash provided by financing activities | $233 | $1,587 | | Change in cash, cash equivalents and restricted cash | $(32,311) | $(8,657) | | Cash, cash equivalents and restricted cash, end of period | $142,251 | $8,328 | Notes to the Condensed Consolidated Financial Statements Provides detailed explanations of accounting policies, significant transactions, and specific financial statement line items 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION - Vicarious Surgical Inc. (formerly D8 Holdings Corp.) consummated a Business Combination on September 17, 2021, with Legacy Vicarious Surgical surviving as a wholly-owned subsidiary. The company is developing a virtual reality surgical system using proprietary human-like surgical robots[29][30] - For accounting purposes, the Business Combination was treated as a reverse recapitalization, with Legacy Vicarious Surgical deemed the accounting acquirer. Its historical financial statements became the combined company's historical financial statements, and the equity structure was restated retroactively[32][33][35] 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The financial statements are prepared in conformity with US GAAP, requiring management to make estimates and assumptions affecting reported amounts. Key estimates include going concern, depreciation, fair value of financial instruments, and contingencies[36][40] - Warrant liabilities are recognized as derivative liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations. Public Warrants are valued based on trading value, while Private Placement Warrants use the Black-Scholes model[49][50] - Effective January 1, 2022, the company adopted ASC 842 for leases, recording lease liabilities and right-of-use assets on the balance sheet, with a single straight-line lease expense. This adoption had no effect on the consolidated statement of operations or cash flows[53][54] - The company operates as a single segment, focused on the development of its virtual reality surgical system. As an 'emerging growth company,' it intends to adopt new accounting standards within the same time periods as private companies[68][69] 3. ACQUISITION - On September 17, 2021, the Business Combination with D8 Holdings Corp. was consummated, resulting in Legacy Vicarious Surgical becoming a wholly-owned subsidiary. Legacy Vicarious Surgical shares were converted into Class A and Class B common stock of the combined entity[72] - The Business Combination included a PIPE financing of $142.0 million from the sale of 14,200,000 shares of Class A common stock at $10.00 per share[74] Net Assets and Liabilities Assumed in Reverse Recapitalization (in thousands) | Item | Amount | | :--- | :----- | | Cash - D8's trust and cash (net of redemptions) | $77,993 | | Cash - PIPE financing | $142,000 | | Less: Transaction costs and advisory fees | $(29,569) | | Net proceeds from reverse recapitalization | $190,424 | | Less: Warrant liabilities assumed | $(93,110) | | Net assets and liabilities assumed | $97,314 | 4. PROPERTY AND EQUIPMENT, NET Property and Equipment, Net (in thousands) | Category | June 30, 2022 | December 31, 2021 | | :--- | :------------ | :---------------- | | Machinery and equipment | $1,347 | $957 | | Furniture and fixed assets | $320 | $186 | | Computer hardware and software | $626 | $259 | | Leasehold improvements | $4,277 | $1,432 | | Total property and equipment | $6,570 | $2,834 | | Less accumulated depreciation | $(954) | $(584) | | Property and equipment, net | $5,616 | $2,250 | - Depreciation expense increased significantly, from $64 thousand for the three months ended June 30, 2021, to $186 thousand for the same period in 2022, and from $105 thousand to $371 thousand for the six-month periods, respectively[80] 5. FAIR VALUE MEASUREMENTS Fair Value Hierarchy (in thousands) - June 30, 2022 | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :------ | :------ | :------ | :---- | | Assets: | | | | | | Money market funds | $139,156 | $0 | $0 | $139,156 | | Liabilities: | | | | | | Warrant liabilities - public warrants | $5,347 | $0 | $0 | $5,347 | | Warrant liabilities - private warrants | $0 | $0 | $6,344 | $6,344 | | Total liabilities | $5,347 | $0 | $6,344 | $11,691 | - The company recognized a $17.6 million gain for the three months ended June 30, 2022, and a $78.3 million gain for the six months ended June 30, 2022, due to a decrease in the fair value of warrant liabilities, primarily driven by a decrease in the company's stock price[85] Quantitative Information for Level 3 Liabilities (Private Placement Warrants) | Input | As of June 30, 2022 | As of December 31, 2021 | | :--- | :------------------ | :---------------------- | | Volatility | 65% | 60.0% | | Stock price | $2.94 | $10.62 | | Expected life of options to convert | 4.2 years | 4.7 years | | Risk-free rate | 3.0% | 1.2% | | Dividend yield | 0.00% | 0.00% | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued Expenses and Other Current Liabilities (in thousands) | Category | June 30, 2022 | December 31, 2021 | | :--- | :------------ | :---------------- | | Compensation and benefits related | $3,882 | $3,233 | | Professional services and other | $383 | $865 | | Total accrued expenses | $4,265 | $4,098 | 7. DEBT - The company has a term loan agreement from October 2020, with $1.5 million borrowed in March 2021. The outstanding balance was $1.1 million at June 30, 2022, and $1.4 million at December 31, 2021. The loan bears interest at a floating rate (Prime Rate, min 3.25%) plus a deferred interest payment of 7.5% of the borrowed amount[93][94][95] - Deferred financing costs of $0.1 million related to the term loan are amortized over the life of the borrowing, with $17 thousand amortized to interest expense for the six months ended June 30, 2022[97] Future Equipment Loan Payments (in thousands) | Year | Amount | | :--- | :----- | | 2022, remaining six months | $25 | | 2023 | $17 | | Total future equipment payments | $42 | 8. COMMITMENTS AND CONTINGENCIES - The company may face legal claims in the normal course of business but has not experienced any losses related to indemnification obligations through June 30, 2022, and expects the fair value of these obligations to be negligible[101] 9. LEASES - Effective January 1, 2022, the company adopted ASC Topic 842, recording right-of-use (ROU) leased assets of $14.3 million and lease liabilities of $15.9 million. This adoption had an immaterial impact on current and deferred income taxes and no effect on retained earnings[102] - Operating lease costs for the six months ended June 30, 2022, were $1.131 million, compared to $0.528 million for the same period in 2021[104] Maturity of Operating Lease Liabilities as of June 30, 2022 (in thousands) | Year | Amount | | :--- | :----- | | 2022, remaining six months | $975 | | 2023 | $2,162 | | 2024 | $2,286 | | 2025 | $2,358 | | 2026 | $2,430 | | Thereafter | $13,932 | | Total future minimum lease payments | $24,143 | | Less imputed interest | $(8,183) | | Carrying value of lease liabilities | $15,960 | 10. INCOME TAXES - The company did not record a tax provision for the three and six-month periods ended June 30, 2022, or for the year ended December 31, 2021, due to not earning taxable income and maintaining a full valuation allowance against its net deferred tax assets[108] 11. STOCKHOLDERS' EQUITY - As of June 30, 2022, authorized shares included 300,000,000 Class A common stock, 22,000,000 Class B common stock, and 1,000,000 preferred stock. Legacy Convertible Preferred Stock was converted into Class A common stock and reclassified to permanent equity as part of the Business Combination[109][110] - Class A common stock carries one vote per share, while Class B common stock carries 20 votes per share and is convertible to Class A on a one-to-one basis. Both classes are entitled to ratable dividends and share in assets upon liquidation[112][113] - As of June 30, 2022, the company had 17,248,601 Public Warrants and 10,400,000 Private Placement Warrants outstanding. Public Warrants became exercisable 30 days after the Business Combination closing at $11.50 per share[119] 12. STOCK-BASED COMPENSATION - The 2021 Equity Incentive Plan, approved by stockholders, reserved 24,974,074 shares of common stock for awards. On June 1, 2022, an amendment approved an additional 6,590,000 shares[125][127] - Total stock-based compensation expense for the six months ended June 30, 2022, was $5.057 million, significantly up from $0.625 million in the prior year. As of June 30, 2022, $18.463 million of unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over 2.77 years[132][129] Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $526 | $145 | $999 | $256 | | Sales and marketing | $268 | $21 | $562 | $36 | | General and administrative | $1,986 | $203 | $3,496 | $333 | | Total | $2,780 | $369 | $5,057 | $625 | 13. EMPLOYEE RETIREMENT PLAN - The company maintains a 401(k) plan for eligible employees, offering company-funded matching contributions. These contributions totaled $399 thousand for the six months ended June 30, 2022, up from $168 thousand for the same period in 2021[138] 14. NET INCOME/(LOSS) PER SHARE Net Income/(Loss) Per Share | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income/(loss) | $(1,453) | $(6,638) | $41,074 | $(11,869) | | Weighted average shares (basic) | 121,341,460 | 87,841,781 | 120,813,572 | 87,676,277 | | Weighted average shares (diluted) | 121,341,460 | 87,841,781 | 127,847,825 | 87,676,277 | | Net income/(loss) per share – basic | $(0.01) | $(0.08) | $0.34 | $(0.14) | | Net income/(loss) per share – diluted | $(0.01) | $(0.08) | $0.32 | $(0.14) | - For the six months ended June 30, 2022, 31,307,459 shares of common stock were excluded from diluted EPS calculation as their exercise prices were greater than or equal to the average common share price, making them anti-dilutive[140] Item 2. Management´s Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial condition, results of operations, key factors, liquidity, and critical accounting policies Overview - Vicarious Surgical is developing a new category of intelligent, affordable, single-incision surgical robot that uses miniaturized robotics, computer science, and 3D visualization to virtually transport surgeons inside the patient for minimally invasive surgery (MIS)[143][149] - The company estimates over 39 million soft tissue surgical procedures are addressable by its technology, with over 50% currently performed via open surgery and less than 5% by current robot-assisted MIS[143] - Existing robotic systems face challenges including: * Significant Capital Investment: High upfront costs (up to $2.0 million) and annual service contracts (10-20%) * Low Utilization: Large size, limited portability, dedicated ORs, extensive setup/turnover times * Limited Capabilities: Restricted degrees of freedom, difficulty in multiple quadrants, collision issues * Difficult to Use: Device-specific training, complex kinematic motion design, extensive training required Financial Highlights - The company is pre-revenue generating as of June 30, 2022. It generated a net gain of $41.1 million for the six months ended June 30, 2022, compared to a net loss of $11.9 million for the same period in 2021, primarily due to a $78.3 million gain from the mark-to-market value of warrants[150] - Operating expenses increased due to a $15.9 million rise in personnel-related expenses, a $3.8 million increase in professional fees, and higher insurance and lease costs. Average R&D headcount increased by 93% (from 68 to 131), and G&A headcount increased by 383% (from 6 to 29) for the six months ended June 30, 2022[150] - For the year ended December 31, 2021, the net loss was $35.2 million, an increase of 173% from $12.9 million in 2020, driven by a 70% increase in average headcount, particularly in R&D, and a 467% increase in G&A expenses due to becoming a public company[151] COVID-19 - The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on the company's operations. The full impact on future results, liquidity, and financial condition remains uncertain[152] Factors Affecting Results of Operations - Key factors impacting future results include: * Revenue: No revenue generated to date; not expected until at least 2023, contingent on FDA approval * Research and Development Expenses: Expected to vary based on new product development, clinical studies, and regulatory activities * General and Administrative Expenses: Expected to increase due to infrastructure expansion and costs associated with being a public company * Sales and Marketing Expenses: Expected to increase as the company prepares for product launch and increases market awareness * Change in Fair Value of Warrant Liabilities: Fluctuations driven by changes in stock price affecting mark-to-market adjustments of public and private warrants * Interest Income/Expense: Interest income from cash and cash equivalents; interest expense from equipment loans Results of Operations Operating Results Comparison (Three Months Ended June 30, 2022 vs. 2021) | (in thousands) | 2022 | 2021 | Change | % Change | | :--------------- | :--- | :--- | :----- | :------- | | R&D Expenses | $10,055 | $4,008 | $6,047 | 151% | | S&M Expenses | $1,311 | $325 | $986 | 303% | | G&A Expenses | $7,760 | $2,279 | $5,481 | 241% | | Total Operating Expenses | $19,126 | $6,612 | $12,514 | 189% | | Loss from Operations | $(19,126) | $(6,612) | $(12,514) | 189% | | Change in Fair Value of Warrant Liabilities | $17,601 | $0 | $17,601 | N/M | | Net Loss | $(1,453) | $(6,638) | $5,185 | (78)% | Operating Results Comparison (Six Months Ended June 30, 2022 vs. 2021) | (in thousands) | 2022 | 2021 | Change | % Change | | :--------------- | :--- | :--- | :----- | :------- | | R&D Expenses | $19,903 | $7,616 | $12,287 | 161% | | S&M Expenses | $2,713 | $551 | $2,162 | 392% | | G&A Expenses | $14,690 | $3,676 | $11,014 | 300% | | Total Operating Expenses | $37,306 | $11,843 | $25,463 | 215% | | Loss from Operations | $(37,306) | $(11,843) | $(25,463) | 215% | | Change in Fair Value of Warrant Liabilities | $78,329 | $0 | $78,329 | N/M | | Net Income/(Loss) | $41,074 | $(11,869) | $52,943 | (446)% | - Increases in R&D, S&M, and G&A expenses for both periods were primarily driven by higher personnel-related expenses due to increased headcount, professional services, insurance costs (for G&A), and lease/facility expenses (for R&D). The significant net income for the six months ended June 30, 2022, was largely due to the $78.3 million gain from the change in fair value of warrant liabilities[163][164][166][172][173][174][175] Liquidity and Capital Resources - The company's primary capital sources have been private placements of preferred stock and recapitalization with D8. It has incurred net losses in all annual periods since inception, with an accumulated deficit of $25.7 million as of June 30, 2022[177] - As of June 30, 2022, the company held $141.3 million in cash and cash equivalents, which management expects to be sufficient to support operations beyond the next twelve months[177][179] - Future capital requirements may necessitate additional financing through equity, convertible debt, credit facilities, or collaborations, which could result in dilution or impose restrictions[178] Cash Flows Summary Net Cash Flows (in millions) - Six Months Ended June 30 | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(29.0) | $(9.9) | | Net cash used in investing activities | $(3.6) | $(0.3) | | Net cash provided by financing activities | $0.2 | $1.6 | - Net cash used in operating activities increased to $29.0 million in 2022 (from $9.9 million in 2021), primarily due to a $78.3 million non-cash gain from warrant liabilities, partially offset by net income and changes in operating assets/liabilities[182][183] - Net cash used in investing activities increased to $3.6 million in 2022 (from $0.3 million in 2021) due to higher fixed asset purchases, mainly leasehold improvements and R&D equipment. Net cash provided by financing activities decreased to $0.2 million in 2022 (from $1.6 million in 2021), mainly from stock option exercises offset by loan repayments[185][186] Off-Balance Sheet Arrangements - The company did not have any relationships with unconsolidated organizations or financial partnerships for off-balance sheet arrangements during the reported periods[187] Critical Accounting Policies and Estimates - Stock-based compensation is a critical accounting policy, accounted for at fair value and recognized over the vesting period. The fair value of stock options is determined using a Black-Scholes pricing model, with assumptions based on stock price, expected volatility (from peer companies), expected term (simplified method), and zero dividend yield[190][191] Recently Adopted Accounting Pronouncements - A description of recently issued accounting pronouncements that may impact financial position and results of operations is disclosed in Note 2, 'Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements,' within the condensed consolidated financial statements[193] Emerging Growth Company - As an 'emerging growth company' under the JOBS Act, Vicarious Surgical intends to adopt new or revised accounting standards within the same time periods as private companies and leverage reduced regulatory and reporting requirements, including exemptions from auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act[194][195] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, Vicarious Surgical Inc. is not required to provide detailed market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[196] Item 4. Controls and Procedures Addresses disclosure controls and procedures, including identified material weaknesses in internal control over financial reporting and remediation efforts Background and Remediation of Material Weakness - The company identified material weaknesses in its internal control over financial reporting as of December 31, 2020 and 2021, specifically lacking necessary business processes, personnel, and internal controls for public company accounting and financial reporting[197] - These weaknesses included improper segregation of duties for journal entries and account reconciliations, and insufficient analysis of certain transactions. Remediation efforts include hiring additional accounting, finance, and legal resources with public company experience and implementing new review controls[197][199] Evaluation of Disclosure Controls and Procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of June 30, 2022, to provide reasonable assurance that required information is recorded, processed, summarized, and reported timely[201] Changes in Internal Control over Financial Reporting - Other than the material weaknesses described, there have been no changes in internal control over financial reporting during the quarter ended June 30, 2022, that materially affected or are reasonably likely to materially affect internal control over financial reporting[203] PART II: OTHER INFORMATION Covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings The company is not currently party to any material pending legal proceedings, though it may face claims in the ordinary course of business - As of the report date, the company is not a party to any material pending legal proceedings, but may become involved in legal proceedings or claims in the ordinary course of business[204] Item 1A. Risk Factors No material changes to risk factors from the Annual Report on Form 10-K filed on March 31, 2022 - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K filed on March 31, 2022[204] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section confirms no unregistered sales of equity securities and no issuer purchases of equity securities during the reported period Unregistered Sales of Equity Securities - Not applicable; no unregistered sales of equity securities were reported[205] Issuer Purchases of Equity Securities - The company did not repurchase any of its equity securities during the six months ended June 30, 2022[205] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities were reported[205] Item 4. Mine Safety Disclosures Not applicable to the company's operations - Not applicable; no mine safety disclosures were reported[205] Item 5. Other Information No other information to report - No other information was reported[205] Item 6. Exhibits Lists all exhibits filed with the Quarterly Report on Form 10-Q, including the 2021 Equity Incentive Plan and certifications Selected Exhibits | Exhibit Number | Exhibit Description | Incorporated by Reference | Filing Date | SEC File / Registration Number | | :------------- | :------------------ | :------------------------ | :---------- | :----------------------------- | | 10.1+ | Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended | Form 8-K (Exhibit 10.1) | 6/3/2022 | 001-39384 | | 10.2+ | Amended and Restated Non-Employee Director Compensation Policy | Form 10-Q (Exhibit 10.1) | 5/9/2022 | 001-39384 | | 31.1* | Certification of Principal Executive Officer (Section 302) | Filed herewith | N/A | N/A | | 31.2* | Certification of Principal Financial Officer and Principal Accounting Officer (Section 302) | Filed herewith | N/A | N/A | | 32*† | Certifications of Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer (Section 906) | Filed herewith | N/A | N/A | SIGNATURES Official signatures of the Principal Executive Officer and Principal Financial Officer, certifying the report - The Quarterly Report on Form 10-Q is duly signed by Adam Sachs, Chief Executive Officer and President (Principal Executive Officer), and William Kelly, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), on August 8, 2022[208][209]