RBOT 10-K & 10-Q changes, risk factors and insider trading

There is substantial doubt about whether the Companywe can continue as as a going concern.

To date, thewe Company hashave earned no revenues and hashave incurred an accumulated deficit of $195.9$246.1 million. In addition, thewe Company hashave limited financial resources. As of December 31, 2024,2025, we held cash and cash equivalents of $9.7$2.6 million and short-term investments of $39.4$7.2 million, whichwhich, due to a reduction in headcount effective March 6, 2026, we believe will only provide funding for our operations intothrough the first second quarter of 2026. Accordingly, there is substantial doubt as to whether existing cash resources are sufficient to enable the Companyus to continue itsour operations for the next 12 months after the date financial statements are issued as a going concern. Our management is evaluating and pursuing differentmultiple strategies to obtain the required funding for our operations. These strategies may include but are not limited to public offerings and private placements of equity and/or debt,debt securities, licensing and/or collaboration arrangements and strategic alternatives with third parties, or other funding from the government or third parties. There can be no assurance that these funding efforts will be successful. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, cut operating costs, forego future development and other opportunities or even liquidate our business interestsinterests, and investors may lose their investment.

We maywill need to raise additional funding to develop and commercialize the Vicarious Surgical System and to expand our research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product commercialization or development efforts or othercease our operations.

Our operations have consumed substantial amounts of cash since inception. We expect to expend substantial additional amounts to commercialize the Vicarious Surgical System for use in ventral hernia repair procedures and to develop new surgical applications for the Vicarious Surgical System. We will require additional capital to develop and commercialize the Vicarious Surgical System for abdominal surgeries and to develop the Vicarious Surgical System for new surgical applications. As of December 31, 2024,2025, we held cash and cash equivalents of $9.7$2.6 million and short-term investments of $39.4$7.2 million. WeDue to a reduction in headcount effective March 6, 2026, we estimate that our cash resources will be sufficient to fund operations and meet our obligations into through the firstsecond quarter of 2026. We follow the guidance of ASC Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about our ability to continue as a going concern for one year after the date our financial statements are issued. Based on our current cash forecast, we expect that our present capital resources will not be sufficient to fund our planned operations for that period of time, which raises substantial doubt as to the Company’sour ability to continue as a going concern. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.

We are a development stage medical device company with a limited operating history, and we currently do not have any products authorized for commercialization in any country or jurisdiction or any source of revenue. We have been engaged in research and product development since our inception in 2014 and have invested all of our time and resources in developing our technology and the Vicarious Surgical System, which we intend to commercialize initially for use in ventral hernia repair procedures, followed by subsequent indications. The future success of our business will depend on our ability to obtain regulatory authorization to market our Vicarious Surgical System, drive adoption, successfully introduce new surgical applications for the Vicarious Surgical System, establish our sales force and distribution network, and control costs, all of which we may be unable to do. We have a limited history of operations upon which you can evaluate our business and our operating expenses aremay increasing.increase significantly. Our lack of a significant operating operating history also limits your ability to make a comparative evaluation of us, the Vicarious Surgical System and our prospects.

We may encounter significant competition across our existing and future planned product candidates and technologies and in each market in which we sell or plan to sell the Vicarious Surgical System from various companies, many of which have greater financial and marketing resources than us. Our primary competitors include Intuitive Surgical, Johnson & Johnson (including their wholly-owned subsidiaries Ethicon Endo-Surgery, Inc., Auris Health, Inc. and Verb Surgical Inc.), and Medtronic, which are currently the top manufacturers of robotic-assisted surgical devices.

We are highly dependent upon the continued contributions of our co-foundermanagement and Chief Executive Officer, Adam Sachs, and our co-founder and Chief Technology Officer, Sammy Khalifa.team. The loss of their services could harm our business, and if we are unable to attract, recruit, train, retain, motivate and integrate key personnel, we may not achieve our goals.

Our future success depends on our ability to attract, recruit, train, retain, motivate and integrate key personnel, including our co-founder and Chief Executive Officer, Stephen From, our co-founder and President, Adam Sachs, Sachs,our Chief Financial Officer, Sarah Romano, and our co-founder and Chief Technology Officer, Sammy Khalifa, as well as our management team and our research and development, manufacturing, sales and marketing personnel. Our future business and results of operations depend in significant part upon the continued contributions of Messrs. Sachs From, Sachs, and Khalifa.Khalifa, and Ms. Romano. If we were to lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled employees in addition to Messrs. From, SachsSachs, and Khalifa,Khalifa and Ms. Romano, this could adversely affect the development and implementation of our business plan and substantially harm our business. Competition for qualified personnel is intense.

We have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We will also continue to incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE.applicable stock exchanges or quotation services. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. For example, our management team will need to devote substantial time regarding operations as a public company and compliance with applicable laws and regulations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition.

While we have taken steps to remediate the material weaknesses, we we cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. We also cannot cannot assure you that we have identified all or that we will not have additional material weaknesses in the future. Accordingly, a material material weakness may still exist when we report on the effectiveness of our internal control over financial reporting for purposes of our attestation when required by reporting requirements under the Exchange Act or Section 404 of the Sarbanes-Oxley Act. Further, while we remain ana emerging growthnon-accelerated filer and smaller reporting company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

We expect to incur additional costs to remediate these control deficiencies, though there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigations by NYSE,FINRA, the SEC or other regulatory authorities.

We are subject to income and other taxes in the United States and foreign jurisdictions. The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file. Changes in current or future laws or regulations, the imposition of new or changed tax laws or regulations or new interpretations by taxing authorities or courts could affect our results of operations and lead to volatility with respect to tax expenses and liabilities from period to period. For example, limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States could impact the tax treatment of future foreign earnings. In addition, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), into law, which includes a new corporate alternative minimum tax beginning in fiscal 2024 and an excise tax of 1% tax on the fair market value of net stock repurchases made after December 31, 2022. We arehave evaluatingassessed the potentialprovisions impactof the Inflation Reduction Act mayand concluded that the Act did not have a material impact on ourits consolidated financial positionstatements andfor resultsthe ofyear operations.ended December 31, 2025.

Obtaining marketing authorization for Class II or IIIa medical devices device through the 510(k) premarket notification process, the PMA process, or the De Novo classification process can be expensive and time-consuming, and and entails significant user fees to the FDA, unless an exemption is available. The FDA’s review of premarket notifications for 510(k) clearance usually takes 90 to 180270 days, and review of De Novo classification applications usually takes 120 to 280330 days, but both review review processes can last longer. In addition, after a device is cleared or authorized under a reclassification order, any modification that that could significantly affect the device’s safety or effectiveness, or that would constitute a major change in its intended use, will will require a new 510(k) clearance, or possibly another De Novo authorization or a PMA, depending on the extent of the modification and the the associated risks.

The De Novo classification process allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its device to Class I or Class II, on the basis that the device presents low or moderate risk, as an alternative to following the typical Class III device pathway requiring the submission and approval of a PMA application. Under the FoodFDCA, and Drug Administration Safety and Innovation Act of 2012, the FDA is required to classify a device within 120 days following receipt of the De Novo classification request from an applicant; however, the most recent FDA premarket review goals state that the agency will attempt to issue a decision within 150 days of receipt on of all De Novo classification requests received during the year. If the manufacturer seeks reclassification into Class II, the classification request must include a draft proposal for special controls that are necessary to provide a reasonable assurance of the safety and effectiveness of the medical device. The FDA may reject the classification request if it identifies a legally marketed predicate device that would be appropriate for a 510(k) notification or determines that the device is not low to moderate risk or that general controls would be inadequate to control the risks and special controls cannot be developed. De Novo classification requests are subject to user fees, unless a specific exemption applies.

In the PMA approval process, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including but not limited to, technical, pre-clinical, clinical trial, manufacturing and labeling data. The process for obtaining a PMA is more costly and uncertain and approval can take anywhere from 180 days to, in some cases, more than onea year or more from the time the application is initially filed with the FDA. Modifications to devices that are approved through a PMA application generally require FDA approval of a supplemental PMA application. The Vicarious Surgical System and some of our future product candidates and technologies may require obtaining a PMA. In addition, the FDA may require that we obtain a PMA prior to marketing future changes of the Vicarious Surgical System. Further, we may not be able to obtain additional 510(k) clearances, De Novo authorizations, or PMAs for new product candidates and technologies or for modifications to, or additional indications for, the Vicarious Surgical System in a timely fashion or at all. Delays in obtaining future clearances, authorizations, or approvals could adversely affect our ability to introduce new or enhanced product candidates and technologies in a timely manner, which in turn could harm our revenue and future profitability.

In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and effectiveness of a medical device, if necessary, for a PMA application, 510(k) premarket notification or De Novo classification request, a company must, among other things, apply for and obtain institutional review board (“IRB”) approval of the proposed investigation. In addition, if the clinical study involves a “significant risk” (as defined by the FDA) to human health, the sponsor of the investigation must also submit and obtain FDA approval of an investigational device exemption (“IDE”) application and follow applicable IDE regulations. Unless IDE-exempt, nonsignificant risk devices are still subject to certain abbreviated IDE requirements; however, an IDE application is not required if such abbreviated requirements are met. We may not be able to obtain any necessary FDA and/or IRB approval to undertake clinical trials in the United States for the Vicarious Surgical System or future devices we develop and intend to market in the United States. If we do obtain such approvals, the FDA may find that our studies do not comply with the IDE or other regulations governing clinical investigations or the data from any such trials may not support marketing authorization of the investigational device. Moreover, certainty that clinical trials will meet desired endpoints, produce meaningful or useful data and be free of unexpected adverse effects, or that the FDA will accept the validity of foreign clinical study data (if applicable) cannot be assured, and such uncertainty could preclude or delay marketing authorization resulting in significant financial costs and reduced revenue.

If any of our product candidates receive marketing authorization in the United States, we, as well as our third-party manufacturers or suppliers that are regulated by the FDA, will also be subject to numerous post-marketing regulatory requirements, which include quality system regulationsQSMR related to the manufacture of the Vicarious Surgical System, labeling regulations and MDR regulations. The last of these regulations requires us to report to the FDA if any of our commercial devices, when and if authorized for commercialization, causes or contributes to a death or serious injury, or malfunctions in a way that would likely cause or contribute to a death or serious injury if the malfunction recurred. The failure to comply with applicable regulatory requirements can result in enforcement actions by the FDA, which may include any of the following sanctions:

The Vicarious Surgical System and our new or modified product candidates and technologies will require FDA marketing authorization before they may be marketed in the United States. The FDA may refuse our requests for pre-market review of new product candidates and technologies or may not grant marketing authorization for these product candidates and technologies for the indications that are necessary or desirable for successful commercialization. Early-stage review may also result in delays or other issues. For example, the FDA has issued guidance intended to explain the procedures and criteria used in assessing whether pre-market review submissions may be accepted for substantive review. Under the “Refuse to Accept” guidance, the FDA conducts an early review against specific acceptance criteria to notify applicants whether a pre-market submission for a device is administratively complete, and if not, such notification will identify the missing element(s). Applicants are given the opportunity to provide the FDA with any information identified as missing. If the information is not provided within a specified time, the submission will not be accepted for FDA review and will be considered abandoned.

If allowed to proceed with our clinical development programs, we intend tomay conduct clinical trials for certain of our product candidates at sites outside of the United States, and the U.S. regulatory agencies agencies may not accept data from trials conducted in such locations.

The acceptance of data from clinical trials conducted outside the United States by the FDA may be subject to certain conditions or may not be accepted at all, and other comparable non-U.S. regulatory authorities may have similar restrictions and conditions with respect to clinical trials conducted outside of their respective jurisdictions..jurisdictions. In cases cases where data from clinical trials conducted wholly outside of the United States are intended to serve as the basis for marketing approval in the United States, the FDA will generally not accept such foreign trial data unless (i) the data are determined to be applicable to the U.S. population and U.S. medical practice; (ii) the trials were performed by clinical investigators of recognized competence and pursuant to GCP or equivalent regulations; and (iii) the FDA is able to validate the data through an onsite inspection, if necessary. Additionally, the FDA’s clinical trial requirements, including sufficient size of patient populations and statistical powering, must be met. Many comparable non-U.S. regulatory authorities have similar approval requirements.

We may rely on third parties to perform clinical trial planning, provide critical advice, conduct our clinical trials and facilitate obtaining regulatory approvalsapprovals, authorizations, or clearances for our product candidates. Such third parties may not perform satisfactorily, including failing to meet deadlines for the completion of clinical trials.

The FDA may propose new legislation,guidance and/or regulations, or Congress may propose new legislation, to enhance and modernize the agency’s regulatory approach to device products and technologies, which may significantly affect product development costs, requirements, and other factors and additional uncertainty for our product candidates, technologies technologies and business.

Future legislative and regulatory proposals may prevent, limit or delay regulatory authorization of our product candidates or, more broadly, may materially impact the ability of the FDA and other regulatory agencies to operate as they have historically operated. We cannot be sure whether additional legislative changes will be enacted, or whether any of the FDA’s regulations, guidances or interpretations will be changed, or what the impact of such changes on the agency and its scientific review staff, if any, may be. For example, the next FDA user fee reauthorization package is expected to enterentered stakeholder negotiations negotiations beginning in mid-2025, with any agreement sent to Congress in early 2027 for purposes of initiating the legislative process. Reauthorization of the prescriptionmedical drugdevice user fee program would need to be finalized by Congress by the end of September 2027 in order to avoid a disruption in FDA’s review goals for 510(k), De Novo classification and PMA submissions, as well as other activities supported by user fees assessed against industry. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing authorization that we otherwise may have obtained, and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition and results of operations.

We and our contract manufacturers and our component suppliers are required to comply with the FDA Quality Management System Regulation (“QSRQMSR”), which is a complex regulatory framework that covers the procedures and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage, distribution distribution and servicing of our devices. We are required to implement an adequate, compliant quality system at our manufacturing facilities and verify that our suppliers maintain facilities, procedures and operations that comply with our quality standards and applicable regulatory requirements. If we obtain marketing authorization for any of our product candidates, we and our contract manufacturers and regulated component suppliers will be subject to periodic unannounced inspections by the FDA and other regulatory authorities to monitor and ensure compliance with post-market regulatory requirements. We cannot assure investors that the FDA or other regulatory authorities will not discover evidence of noncompliance at our facilities or the facilities of our third-party manufacturers or suppliers during a future quality system inspection.

Accordingly, assuming we receive marketing authorization for one or more product candidates, we and our contract manufacturers will continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production, product surveillance, and quality control. Failure of us or our third-party manufacturers and component suppliers to adhere to QSRQMSR requirements or take adequate and timely corrective action in response to an adverse regulatory inspection finding could delay production of the Vicarious Surgical System and lead to fines, difficulties in obtaining regulatory authorizations, recalls, enforcement actions, including injunctive relief or consent decrees, or other consequences, which could have a material adverse effect on our financial condition or results of operations. Any such failure, including the failure of our contract manufacturers, to achieve and maintain the required high manufacturing standards could result in delays or failures in product testing or delivery, cost overruns, increased warranty costs or other problems that could harm our business and prospects.

The FDA and similar governmental bodies in other countries have the authority to require the recall of the Vicarious Surgical System and any accessory devices if we or our third-party manufacturers fail to comply with relevant regulations pertaining to, among other things, manufacturing practices, labeling or if new information is obtained concerning deficiencies in the safety or efficacyeffectiveness of the Vicarious Surgical System. For example, under the FDA’s MDR regulations, if and when the Vicarious Surgical System receives marketing authorization, we are required to report to the FDA any incident in which the system may have caused or contributed to a death or serious injury or in which the Vicarious Surgical System malfunctioned in a manner likely to cause or contribute to death or serious injury if that malfunction were to recur. Repeated incidents of the same or similar adverse events or product malfunctions may result in a voluntary or mandatory product recall, or administrative or judicial seizure or injunction, when warranted. A government-mandated recall may be ordered if the FDA finds that there is a reasonable probability that the device would cause serious, adverse health consequences or death. A voluntary recall by us could occur as a result of a discovery of any material deficiency in a device, such as manufacturing defects, labeling deficiencies, packaging defects or other failures to comply with applicable regulations. It is possible that the FDA could disagree with our initial classification for a voluntary recall. The FDA requires that reports of device corrections or removals intended to reduce a risk to health posed by the device or remedy a violation of the FDCA caused by the device be submitted to the FDA within 10 working days after the correction or removal is initiated. If a change to a device addresses a violation of the FDCA, that change would generally constitute a medical device recall and require submission of a recall report to the FDA.

The ability of the FDA to review and approve, authorize, or clear new medical device products and technologies can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the FDA havecan fluctuated in recent yearsfluctuate as a result. In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also increase the time necessary for new products and technologies to be reviewed and/or authorized by necessary government agencies, which would adversely affect our business. For example, political disputes in Congress have in the past resulted in, and may in the future result inin, a shutdownshutdowns of the U.S. government, and in such cases, certain regulatory agencies, such as the FDA and the SEC, would have to furlough critical employees and stop critical activities. In addition, starting in January 2025, the U.S. government has reduced the number of federal employees, including at the FDA, which could result in delays in the FDA’s responsiveness or in its ability to review submissions or applications.

Additionally, ifIf a prolonged government shutdown or slowdown occurs, or if reductions in force or global health concerns prevent the FDA or other regulatory authorities from conducting their regular premarket review, inspections, or other regulatory activities, it could significantly impact the ability of the FDA to timely review and clear, authorize, or approve regulatory submissions, which could have a material adverse effect on our future business. Further, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.

Our outstanding warrants include public warrants to purchase shares of our Class A common stock issued in connection with D8’s initial public offering (“Public Warrants”) that were formerly listed on the NYSE and private placement warrants sold in a private placement to D8’s sponsor in connection with the closing of the initial public offering and in connection with the conversion of D8 working capital loans (the “Private Placement Warrants”). As of December 31, 2024,2025, the Companywe had 17,248,601 Public Warrants exercisable for 574,953 shares of Class A common stock, and 10,400,000 Private Placement Warrants exercisable for 346,666 shares of Class A common stock outstanding. Thirty (30) whole warrants are exercisable for one share of Class A common stock at an exercise price of $345.00 per share. The warrants became exercisable 30 days after the closing of our Business Combination, which occurred on September 17, 2021. In certain circumstances, the warrants may be exercised on a cashless basis. To the extent such warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases. However, there is no guarantee that the warrants will remain in the money prior to their expiration, and and as such, the warrants may expire worthless.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Additionally, weWe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day day of the fiscal year in which (i) the market value of our common stock held by non-affiliates is greater than or equal to $250 million as as of the end of that fiscal year’s second fiscal quarter, and (ii) our annual revenues are greater than or equal to $100 million during during the last completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We are subject to laws, regulations and rules enacted by national, regional and local governments and the Newprincipal York Stock Exchangeexchange on which our securities are listed.listed or quoted. In particular, we are required to comply with certain SEC, NYSE,Delaware, Delawarestock exchange and other legal and regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time-consuming and costly.

We are combining advanced miniaturized robotics, computer science, sensing and 3D visualization to build a new category of intelligent and affordable,affordable single-port surgical robotrobots that virtually transportstransport surgeons inside the patient to perform minimally invasive surgery. With our next-generation robotics technologytechnology, which is being designed with proprietary human-like motion, we are seeking to improve surgical precision, ergonomics, and procedural efficiency, with the goal of improving patient outcomes,outcomes as well asand the cost and efficacy of surgical procedures. procedures over time. Led by a visionary team of engineers from MIT, we intend to deliver the next generation in robotic surgery, designed to solve the shortcomings of both open surgery, as well as current manual and robot-assisted minimally invasive surgery.

We incurred net losses of $63,223$50,182 and $71,071$63,223 for the years ended December 31, 20242025 and 2023,2024, respectively. The 20242025 net loss is inclusive of a gain of $43$787 related to the change in valuation of our warrant obligations. The 20232024 net loss is inclusive of a gain of $5,191$43 related to the change in valuation of our warrant obligations. Our loss from operations prior to the warrant gain and other income and expense items was $66,555$50,027 and $80,666$66,555 for the years ended December 31, 20242025 and 2023,2024, respectively, representing a period-over-period decrease in expenses of 17%,25%, which was primarily due to decreases of $11,022$8,973 in personnel-related expenses,expenses $1,435and $6,394 in insuranceprofessional expense, $797 in materials and supplies and $578 in software expense.fees. The decrease in personnel-related expenses was due primarily to a 28%23% decrease in average headcount, from an average of 177127 people in 20232024 to an average of 12798 people in 2024.2025, as well as a decrease in bonus expense of $2,676.

To date, we have not generated any revenue. We do not expect to generate generate revenue unless and until we receive FDA authorization of our product candidate. The amount of revenue, if any, from initial sales of a new product is difficult to predict and, even if we successfully commercialize our product candidate upon approval and begin generating revenue, such revenues will initially only modestly reduce our continued net losses resulting from our research and development and marketing activities activities, which we expect to continue to increase even after market authorization is received.

Research and development (“R&D”) expenses consist primarily of engineering, product development, regulatory expenses, medical affairs, and other costs associated with product candidates and technologies that are in development. These expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses, depreciation and an allocation of facility overhead expenses. Additionally, R&D expenses include internal and external costs associated with our regulatory compliance and quality assurance functions and overhead costs. We expectWhile R&D expenses tomay vary over time depending on the level and timing of our new product development efforts, as well as our clinical development, clinical trial and other related activities.activities, we currently expect such expenses to decrease in absolute dollars as we implement cost control measures and operational efficiencies.

General and administrative (“G&A”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to executive, finance and accounting, information technology and human resource functions. Other G&A expenses include travel expenses, professional services fees (including legal, audit and tax fees), insurance costs, general corporate expenses and allocated facilities-related expenses. We expect G&A expenses to continue to increasedecrease in absolute dollars as we expand our infrastructurecontinue to bothstreamline driveoperations and supportrealize thecost anticipated growth due to additional legal, accounting, insurance and other expenses associated with being a public company.efficiencies.

Sales and marketing (“S&M”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to sellingsales and marketing functions and physician education programs. programs. Other S&M expenses include training, travel expenses, promotional activities, marketing initiatives, market research and analysis, analysis, conferences and trade shows, professional services fees and allocated facilities-related expenses. We expect S&M expenses to continue to continue to increasedecrease in absolute dollars as we increaseprioritize potentialcapital customers’ awareness of our presencepreservation and prepare our sales andlimit marketing functionactivities foruntil ourcloser productto launch at a future, yet undetermined date.commercialization.

The change in fair value of warrant liability represents the mark-to-market fair value adjustments to the outstanding Public Warrants and Private Placement Warrants assumed as part of the consummation of the Business Combination on September 17, 2021. The change in fair value of our Private Placement Warrants is primarily the result of the change in the underlying stock price of our stock used in the Black-Scholes option pricing model while the Public Warrants are marked-to-market based on their historical price on the NYSE. As of December 17, 2025, the Public Warrants have been removed from the NYSE. The warrant liability was measured at fair value initially on September 17, 2021 and is remeasured at exercise, and for warrants that remain outstanding at the end of each subsequent reporting period.

Interest expense consists primarily of interest incurred on our equipmentD&O insurance loans that were paid off in April 2023.financing.

SalesResearch and MarketingDevelopment Expenses. SR&MD expenses decreased $6,554, $1,705, or 27%,16%, fromto $6,230$33,601 induring the year ended 2023December 31, 2025, compared to $4,525$40,155 during the year ended December 31, 2024. This decrease was primarily due to decreases of $940$5,258 in contractor fees, $1,417 of personnel-related expenses, $658and $623 in professionaldepreciation services,expense; and $88 in travel expenses andwas partially offset by aincreases $103of increase$531 in software expenses.pre-clinical testing expense and $247 in materials and supplies. The decrease in personnel-related expenses was due primarily due to a decrease in average headcount of 44%,23%, fromconsisting of an average of 1679 peopleR&D employees in 20232025 compared to an average of 9103 peopleR&D employees in 2024.

GeneralSales and AdministrativeMarketing Expenses. GS&AM expenses decreased $4,983, $2,354, or 19%,52%, tofrom $21,875$4,525 duringin the year ended December 31, 2024, compared2024 to $26,858$2,171 during the year ended December 31, 2023.2025. This decrease was primarily due to decreases of of $1,799$2,368 in personnel-related expenses, $1,478 in insurance expenses, $974 in professional services, $304 in software expenses, $77 in travel expenses and $346 in other operating costs.expenses. The decrease in personnel-related expenses was primarily due to a decrease in average headcount of 36%,33%, fromconsisting of an average of 256 peopleemployees in 20232025 compared to an average of 169 peopleemployees in 2024.

ChangeOther in(expense) Fairincome, Valuenet. Other (expense) income decreased by $3,487 to net expense of Warrant Liabilities. The change in fair value of warrant liabilities$155 during the year ended December 31, 20242025, compared to net income of $3,332 during the year ended December 31, 2024. The decrease was primarily due to a $43decrease gain.in Theinterest income from short-term investments of $2,318 and an increase of $1,948 in expense related to the disposal of leasehold improvements; partially offset by an increase in change in fair value of warrant liability resulted of $744 resulting from the remeasurement of the Public Warrant and Private Placement Warrant liabilities between December 31, 20232024, and the end of the reporting period, December 31, 2024.2025.

Excluding the non-cash impact of potential changes in the fair value of warrant liabilities, we expect net losses to continue in connection with our ongoing activities, particularly as we continue to invest in commercializationour product development and newclinical product development.pathway. Based on our current planned operations, we do not believe that our current cash, cash equivalents and short-term investments balance of $49,097$9,792 as of December 31, 20242025 will be sufficient to support our operations beyond the the next twelve months from the date of issuance of these financial statements. WeDue to a reduction in headcount effective March 6, 2026, we currently expect that our cash, cash equivalents and short-term investments will be sufficient to support our operations intothrough the first second quarter of 2026. As such, there is substantial doubt about the Company’s ability to continue as a going concern. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons.

On October 7, 2022, we filed a universal shelf registration statement statement on Form S-3 (the “Form S-3”), which was declared effective by the SEC on October 27, 2022, on which we registered for sale up to $400 million of any combination of our Class A common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that we may determine, which includes up to $100 million of Class A common stock that we may issue and sell from time to time, through Cowen and Company, LLC acting as our sales agent, pursuant to the sales agreement that we entered into with Cowen and Company, LLC on October 7, 2022 for our “at-the-market” equity program. InWe December 2022, we issued 3,048,781 shares of Class A common stock under our sales agreement with Cowen and Company, LLC, resulting in gross proceeds of $10.0 million. We did not sell any shares of our Class A common stock under our sales agreement with Cowen and Company, LLC for the year years ended December 31, 2025 and 2024. This Form S-3 expired on October 27, 2025.

Cash flows provided by (used in) Investing Activities

TheWe Company estimatesestimate the volatility of itsour warrants based on implied volatility volatility from the Company’sour Public Warrants and from the historical volatility of the Company’s common stock that matches the expected remaining life of the warrants.Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which thewe Company anticipatesanticipate remaining at zero.

Our business, results of operations, financial condition and cash flows are subject to various risks and uncertainties, including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024,2025, filed with the SEC on March 17,9, 2025,2026, and the risk factorfactors described below. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our unaudited condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto for the year ended December 31, 20242025 contained in our Annual Report on Form 10-K filed with the SEC on March 17,9, 2025,2026, and our other public reports filed with the SEC. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20242025 and Part II, Item 1A of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, and “the Company” are intended to mean the business and operations of Vicarious Surgical Inc. and its consolidated subsidiaries. The condensed consolidated financial statements for the three and nine-month periodsmonths ended SeptemberMarch 30,31, 20252026 and 2024,2025, respectively, present the financial position and results of operations of Vicarious Surgical Inc. and its consolidated subsidiaries. In preparing this MD&A, wethe presumeCompany presumes that that readers have access to and have read the MD&A in our Annual Report on Form 10-K, pursuant to Instruction 2 to paragraph (b) of Item Item 303 of Regulation S-K.

We are combining advanced miniaturized robotics, computer science, sensing and 3D visualization to build a new category of intelligent and affordable,affordable single-port surgical robotrobots that virtually transportstransport surgeons inside the patient to perform minimally invasive surgery. With our next-generation robotics technologytechnology, thatwhich is being designed with proprietary human-like motion, we are seeking to improve surgical precision, ergonomics, and procedural efficiency, with the goal of improving patient outcomes,outcomes as well asand the cost and efficacy of surgical procedures. procedures over time. Led by a visionary team of engineers from MIT, we intend to deliver the next generation in robotic surgery, designed to solve the shortcomings of both open surgery, as well as current manual and robot-assisted minimally invasive surgery.

We incurred net losses of $39,667$7,329 and $49,927$15,394 for the ninethree months ended SeptemberMarch 30,31, 20252026 and SeptemberMarch 30,31, 2024,2025, respectively. These losses include a gainlosses of $234$0 for the nine months ended September 30, 2025 and a loss of $415 for the nine months ended September 30, 2024$93 related to the change in valuation of our warrant obligations obligations.for the three months ended March 31, 2026 and March 31, 2025, respectively. Our loss from operations prior to the warrant gain and loss and other income and expense items was $40,769$7,502 and $51,577$15,747 for the ninethree months ended September 30,March 202531, 2026 and 2024,March 31, 2025, respectively, representing a period-over-period gaindecrease in expenses of 21%,52%, which was primarily due to a decreasedecreases of $6,741 $5,727 in personnel-related expensesexpenses, $1,034 of inventory, supplies and amaterials, $4,960$616 decreaseof infacilities-related expenses, $527 of professional services.fees, and $186 of depreciation and amortization. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 7%,61%, from an average of 130123 people in the ninethree months ended SeptemberMarch 30,31, 20242025 to an average of 121 48 people forin the ninethree months ended SeptemberMarch 30,31, 2025.2026.

To date, we have not generated any revenue. We do not expect to generate revenue unless and until we receive FDA authorization of our product candidate. The amount of revenue, if any, from initial sales of a new product is difficult to predict and, even if we successfully commercialize our product candidate upon approval and begin generating revenue, such revenues will initially only modestly reduce our continued net losses resulting from our research and development and marketing activitiesactivities, which we expect to continue to increase even after market authorization is received.

Research and development (“R&D”) expenses consist primarily of engineering, product development, regulatory expenses, medical affairs, and other costs associated with product candidates and technologies that are in development. These expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses, depreciation and an allocation of facility overhead expenses. Additionally, R&D expenses include internal and external costs associated with our regulatory compliance and quality assurance functions and overhead costs. We expectWhile R&D expenses tomay vary over time depending on the level and timing of our new product development efforts, as well as our clinical development, clinical trial and other related activities.activities, we currently expect such expenses to decrease in absolute dollars as we implement cost control measures, including outsourcing, and operational efficiencies.

General and administrative (“G&A”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to executive, finance and accounting, information technology and human resource functions. Other G&A expenses include travel expenses, professional services fees (including legal, audit and tax fees), insurance costs, general corporate expenses and allocated facilities-related expenses. We expect G&A expenses to continue to increasedecrease in absolute dollars as we expand our infrastructurecontinue to bothstreamline driveoperations and supportrealize thecost anticipated growth due to additional legal, accounting, insurance and other expenses associated with being a public company.efficiencies.

Sales and marketing (“S&M”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to sellingsales and marketing functions and physician education programs. programs. Other S&M expenses include training, travel expenses, promotional activities, marketing initiatives, market research and analysis, analysis, conferences and trade shows, professional services fees and allocated facilities-related expenses. We expect S&M expenses to continue to continue to increasedecrease in absolute dollars as we increaseprioritize potentialcapital customers’ awareness of our presencepreservation and prepare our sales andlimit marketing functionactivities foruntil ourcloser productto launch at a future, yet undetermined date.commercialization.

The change in fair value of warrant liability represents the mark-to-market fair value adjustments to the outstanding Public Warrants and Private Placement Warrants assumed as part of the consummation of the Business Combination on September 17, 2021. The change in fair value of our Private Placement Warrants is primarily the result of the change in the underlying stock price of our stock used in the Black-Scholes option pricing model while the Public Warrants are marked-to-market based on their historical price on the NYSE. On December 15, 2025, the NYSE suspended trading of the Public Warrants and subsequently delisted the Public Warrants. The warrant liability was measured at fair value initially on September 17, 2021 and is remeasured at exercise, exercise, and for warrants that remain outstanding at the end of each subsequent reporting period.

The following table sets forth our historical operating results for the three months ended SeptemberMarch 30,31, 20252026 and 20242025:

Comparison of the Three Months ended SeptemberMarch 30,31, 20252026 and 20242025

GeneralResearch and AdministrativeDevelopment Expenses. GR&AD expenses decreased $2,587, $4,376, or 45%,46%, to $3,160$5,039 during the three months ended March 31, 2026, compared to $9,415 during the three months ended SeptemberMarch 30,31, 2025, compared to $5,747 during the three months ended September 30, 2024.2025. This decrease was primarily due to decreases of $2,086$2,136 in personnel-related expensesexpenses, $1,034 in supplies and $396direct materials, $564 in professionalconsulting services.and contractor fees, $281 in facilities and other office-related expenses, and $217 in software costs. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 25%,61%, from an average of 16 people in the three months ended September 30, 2024 to an average of 1299 people in the three months ended SeptemberMarch 30,31, 2025.2025 to an average of 39 people in the three months ended March 31, 2026.

Sales and Marketing Expenses. S&M expenses decreased $1,806,$698, or 51%,67%, to $1,740$343 during the ninethree months ended SeptemberMarch 30,31, 2025,2026, compared to $3,546$1,041 during the ninethree months ended SeptemberMarch 30,31, 2024. 2025. This decrease was primarily due to decreasesa decrease of $1,784$711 in personnel-related expenses.expenses, partially offset by an increase of $41 in professional fees. The decrease in personnel-related expense was due primarily to an average headcount decrease of 33%,63%, from an average of 98 people in the ninethree months ended SeptemberMarch 30,31, 20242025 to an average of 63 people for the ninethree months ended SeptemberMarch 30,31, 2025.2026.

General and Administrative Expenses. G&A expenses decreased $3,768, $3,171, or 23%,60%, to $12,571$2,120 during the ninethree months ended March 31, 2026, compared to $5,291 during the three months ended SeptemberMarch 30,31, 2025, compared to $16,339 during the nine months ended September 30, 2024.2025. This decrease was primarily due to decreases of $3,330$2,880 in personnel-related expenses, $332$104 in insurancesoftware expensecosts, and $178$92 in professional fees.facilities and other office-related expenses. The decrease in personnel-related expense was due primarily to $1,122 decrease in bonuses and a decrease in average headcount of 13%,56%, from an average of 16 people in the ninethree months ended SeptemberMarch 30,31, 20242025 to an average of 147 people in the ninethree months ended SeptemberMarch 30,31, 2025.2026.

InterestOther andincome, net. Other Income.income, Interestnet anddecreased by $180 to $173 during the three months ended March 31, 2026, compared to other income decreased byof $1,827 to $868$353 during the ninethree months ended SeptemberMarch 30,31, 2025,2025. compared to $2,695 during the nine months ended September 30, 2024. The decrease was primarily due to a decrease in interest income from short-term investments.investments of $396, partially offset by a gain on sale of equipment of $133 and a decrease in expense related to the change in fair value of warrant liabilities of $93.

To date, our primary sources of capital have been private placements of preferred stock prior to the Business Combination, public and private sales of securities and the issuance of common stock. Net cash cash used in our operating activities for the ninethree months ended SeptemberMarch 30,31, 2026 and the year ended December 31, 2025 and September 30, 2024 was $35,764$6,325 and $38,168,$45,076, respectively. respectively. As of SeptemberMarch 30,31, 2025,2026, we held cash and cash equivalents of $3,164,$1,407, short-term investments of $10,250$2,275 and had an accumulated deficit deficit of $235,602.$253,446.

Excluding the non-cash impact of potential changes in the fair value of warrant liabilities, weWe expect net losses to continue in connection with our ongoing activities, particularly as we continue to invest in commercializationour product development and newclinical product development.pathway. Based on our current planned operations, we do not believe that our current cash, cash equivalents and short-term investments balance of $13,414$3,682 as of SeptemberMarch 30,31, 2025, plus the net proceeds of approximately $5.2 million received in the October 2025 registered direct offering,2026 will be sufficient to support our operations beyond for the next 12 months from the date of issuance of these financial statements. WeDue to a reduction in headcount effective March 6, 2026, we currently expect that our cash, cash equivalents and short-term investments will be sufficient to support our operations intothrough the firstsecond quarter of 2026. As such, there is substantial doubt about our the Company’s ability to continue as a going concern. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons.

Our future capital requirements will depend on many factors, including, but not limited to, any changes in the size, number and scope of clinical trials we may be required to conduct, the timing and conditions of market authorization (if any) for the Vicarious Surgical System, whether we are able to successfully commercialize the Vicarious Surgical System, if approved, additional product candidates we may choose to develop, fluctuations in the cost and timing of our business activities, including manufacturing, hiring and protection of our intellectual property portfolio, and the other risks and uncertainties described in the “Risk Factors” sections in Part II, Item 1A in this Quarterly Report on Form 10-Q, in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, 2025, filed with the SEC on March 17,9, 2025,2026, and in other filings that we make with the SEC from time to time.

We expect that we will need to obtain substantial additional funding in order to conduct and complete our clinical trials, obtain market authorization for the Vicarious Surgical System, and commercialize it, if approved. Until such time, if ever, as we can generate sufficient revenues to support our expenses, we may seek to sell additional common or preferred equity or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to our stockholders. Preferred equity securities or convertible debt could provide for rights, preferences or privileges senior to those of our common stock, including liquidation or other preferences that could adversely affect the rights of our existing stockholders. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or product candidates or grant licenses on terms that are not favorable to us, or that we would otherwise seek to develop or commercialize ourselves. Additional capital may not be available on reasonable terms, or at all, particularly given the current macroeconomic environment, including diminished liquidity liquidity and credit availability, declines in consumer confidence and economic growth, rising interest rates, inflation, uncertainty about economic stability and potential for economic recession. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and more dilutive. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back or discontinue the development, market authorization or commercialization of the Vicarious Surgical System or future product candidates, or seek collaborators at an earlier stage than otherwise would be desirable or or on terms that are less favorable than might otherwise be available.

On October 7, 2022, we filed a universal shelf registration statement on Form S-3 (the “Form S-3”), which was declared effective by the SEC on October 27, 2022, on which we registered for sale up to $400 million of any combination of our Class A common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that we may determine, which includes up to $100 million of Class A common stock that we may issue and sell from time to time, through Cowen and Company, LLC acting as our sales agent, pursuant to the sales agreement that we entered into with Cowen and Company, LLC on October 7, 2022 for our “at-the-market” equity program. InWe December 2022, we issued 3,048,781 shares of Class A common stock under our sales agreement with Cowen and Company, LLC, resulting in gross proceeds of $10.0 million. We did not sell any shares of our Class A common stock under our sales agreement with Cowen and Company, LLC duringfor the ninethree months ended September 30,March 202531, 2026 or for the year ended December 31, 2024.2025. This Form S-3 expired on October 27, 2025.

Our cash and cash equivalents and short-term investments balance as of SeptemberMarch 30,31, 20252026 was $3,164$1,407 and $10,250,$2,275, respectively. Our future capital requirements may vary from those currently planned and will will depend on various factors, including the timing and extent of R&D spending and spending on other strategic business initiatives.

Comparison of the ninethree months ended SeptemberMarch 30,31, 20252026 and SeptemberMarch 31, 30, 20242025

Net cash used in operating activities during the ninethree months ended March September31, 30, 20242026 was $38,168,$6,325, attributable to a net loss of $49,297,$7,329, offsetnon-cash byitems of $1,248, and a $113 net change in our net operating assets and liabilities and non-cash items of $11,016.$244. Non-cash items consisted of $9,094$1,064 in stock-based compensation, $1,565$183 of depreciation and amortization, a loss of $415 due to the change in fair value of our warrant liabilities, $665$128 for non-cash lease expense and partially offset by expense, a loss of $725 due to the$6 change in accrued interest and net accretion of discounts on marketable securities.securities, partially offset by a $133 gain on sale of equipment. The $113$13 change in our net operating assets and liabilities was primarily due to a $684decrease decreaseof $320 in prepaid expenses and other current assets,assets aand $137an decreaseincrease of $136 in accounts payable, a $25 decrease in other noncurrent assets, a $39 increase in accrued expenses and was partially offset by adecreases $772of decrease$441 in lease liabilities.liabilities and $286 in accrued expenses.

Cash flows provided by FinancingInvesting Activities