Vicarious Surgical Inc.

Previous wording

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, 2024 contained in our Annual Report on Form 10-K filed with the SEC on March 17, 2025, 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, 2024 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 six-month periods ended June 30, 2025 and 2024, respectively, present the financial position and results of operations of Vicarious Surgical Inc. and its consolidated subsidiaries. In preparing this MD&A, we presume 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 303 of Regulation S-K.

Current wording

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, 2024 contained in our Annual Report on Form 10-K filed with the SEC on March 17, 2025, 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, 2024 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 periods ended September 30, 2025 and 2024, respectively, present the financial position and results of operations of Vicarious Surgical Inc. and its consolidated subsidiaries. In preparing this MD&A, we presume 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 303 of Regulation S-K.

Previous wording

We incurred net losses of $28,609 and $32,206 for the six months ended June 30, 2025 and June 30, 2024, respectively. These losses include losses of $53 and $277 related to the change in valuation of our warrant obligations for the six months ended June 30, 2025 and June 30, 2024, respectively. Our loss from operations prior to the warrant loss and other income and expense items was $29,266 and $33,822 for the six months ended June 30, 2025 and June 30, 2024, respectively, representing a period-over-period gain of 13%, which was primarily due to decreases of $2,542 in personnel-related expenses and $2,900 in professional services and partially offset by an increase of $1,094 in supplies and materials. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 6%, from an average of 129 people in the six months ended June 30, 2024 to an average of 121 people for the six months ended June 30, 2025.

Current wording

We incurred net losses of $39,667 and $49,927 for the nine months ended September 30, 2025 and September 30, 2024, respectively. These losses include a gain of $234 for the nine months ended September 30, 2025 and a loss of $415 for the nine months ended September 30, 2024 related to the change in valuation of our warrant obligations. Our loss from operations prior to the warrant gain and loss and other income and expense items was $40,769 and $51,577 for the nine months ended September 30, 2025 and 2024, respectively, representing a period-over-period gain of 21%, which was primarily due to a decrease of $6,741 in personnel-related expenses and a $4,960 decrease in professional services. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 7%, from an average of 130 people in the nine months ended September 30, 2024 to an average of 121 people for the nine months ended September 30, 2025.

Previous wording

Sales and Marketing Expenses. S&M expenses decreased $848, or 71%, to $349 during the three months ended June 30, 2025, compared to $1,197 during the three months ended June 30, 2024. This decrease was primarily due to a decrease of $834 in personnel-related expenses. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 40%, from an average of 10 people in the three months ended June 30, 2024 to an average of 6 people in the three months ended June 30, 2025.

Current wording

Sales and Marketing Expenses. S&M expenses decreased $858, or 71%, to $350 during the three months ended September 30, 2025, compared to $1,208 during the three months ended September 30, 2024. This decrease was primarily due to a decrease of $802 in personnel-related expenses. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 56%, from an average of 9 people in the three months ended September 30, 2024 to an average of 4 people in the three months ended September 30, 2025.

Previous wording

General and Administrative Expenses. G&A expenses decreased $1,472, or 26%, to $4,120 during the three months ended June 30, 2025, compared to $5,592 during the three months ended June 30, 2024. This decrease was primarily due to decreases of $1,215 in personnel-related expenses, $155 in professional services and $112 of insurance expense. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 6%, from an average of 16 people in the three months ended June 30, 2024 to an average of 15 people in the three months ended June 30, 2025.

Current wording

General and Administrative Expenses. G&A expenses decreased $2,587, or 45%, to $3,160 during the three months ended September 30, 2025, compared to $5,747 during the three months ended September 30, 2024. This decrease was primarily due to decreases of $2,086 in personnel-related expenses and $396 in professional services. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 25%, from an average of 16 people in the three months ended September 30, 2024 to an average of 12 people in the three months ended September 30, 2025.

Previous wording

Change in Fair Value of Warrant Liabilities. The change in fair value of warrant liabilities during the three months ended June 30, 2025 was a $40 gain. The change in fair value of the warrant liability resulted from the remeasurement of the public and private placement warrant liabilities between March 31, 2025 and the end of the reporting period, June 30, 2025.

Current wording

Change in Fair Value of Warrant Liabilities. The change in fair value of warrant liabilities during the three months ended September 30, 2025 was a $287 gain. The change in fair value of the warrant liability resulted from the remeasurement of the public and private placement warrant liabilities between June 30, 2025 and the end of the reporting period, September 30, 2025.

Previous wording

Interest and Other Income. Interest and other income decreased by $654, or 71%, to $264 during the three months ended June 30, 2025, compared to $918 during the three months ended June 30, 2024. The decrease was primarily due to a decrease in interest income from short-term investments.

Current wording

Interest and Other Income. Interest and other income decreased by $644 to $158 during the three months ended September 30, 2025, compared to $802 during the three months ended September 30, 2024. The decrease was primarily due to a decrease in interest income from short-term investments.

Previous wording

The following table sets forth our historical operating results for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our historical operating results for the nine months ended September 30, 2025 and 2024:

Previous wording

Sales and Marketing Expenses. S&M expenses decreased $948, or 41%, to $1,390 during the six months ended June 30, 2025, compared to $2,338 during the six months ended June 30, 2024. This decrease was primarily due to a decrease of $982 in personnel-related expenses. The decrease in personnel-related expense was due primarily to an average headcount decrease of 40%, from an average of 10 people in the six months ended June 30, 2024 to an average of 6 people for the six months ended June 30, 2025.

Current wording

Sales and Marketing Expenses. S&M expenses decreased $1,806, or 51%, to $1,740 during the nine months ended September 30, 2025, compared to $3,546 during the nine months ended September 30, 2024. This decrease was primarily due to decreases of $1,784 in personnel-related expenses. The decrease in personnel-related expense was due primarily to an average headcount decrease of 33%, from an average of 9 people in the nine months ended September 30, 2024 to an average of 6 people for the nine months ended September 30, 2025.

Previous wording

General and Administrative Expenses. G&A expenses decreased $1,181, or 11%, to $9,411 during the six months ended June 30, 2025, compared to $10,592 during the six months ended June 30, 2024. This decrease was primarily due to a decrease of $1,244 in personnel-related expenses. The decrease in personnel-related expense was due primarily to an average headcount decrease of 6%, from an average of 16 people in the six months ended June 30, 2024 to an average of 15 people for the six months ended June 30, 2025.

Current wording

General and Administrative Expenses. G&A expenses decreased $3,768, or 23%, to $12,571 during the nine months ended September 30, 2025, compared to $16,339 during the nine months ended September 30, 2024. This decrease was primarily due to decreases of $3,330 in personnel-related expenses, $332 in insurance expense and $178 in professional fees. The decrease in personnel-related expense was due primarily to $1,122 decrease in bonuses and a decrease in average headcount of 13%, from an average of 16 people in the nine months ended September 30, 2024 to an average of 14 people in the nine months ended September 30, 2025.

Previous wording

Change in Fair Value of Warrant Liabilities. The change in fair value of warrant liabilities during the six months ended June 30, 2025 was a $53 loss. The change in fair value of the warrant liability resulted from the remeasurement of the public and private placement warrant liabilities between December 31, 2024 and the end of the reporting period, June 30, 2025.

Current wording

Change in Fair Value of Warrant Liabilities. The change in fair value of warrant liabilities during the nine months ended September 30, 2025 was a $234 gain. The change in fair value of the warrant liability resulted from the remeasurement of the public and private placement warrant liabilities between December 31, 2024 and the end of the reporting period, September 30, 2025.

Previous wording

Interest and Other Income. Interest and other income decreased by $1,183 to $710 during the six months ended June 30, 2025, compared to $1,893 during the six months ended June 30, 2024. The decrease was primarily due to a decrease in interest income from short-term investments.

Current wording

Interest and Other Income. Interest and other income decreased by $1,827 to $868 during the nine months ended September 30, 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.

Previous wording

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 used in our operating activities for the six months ended June 30, 2025 and June 30, 2024 was $25,300 and $25,479, respectively. As of June 30, 2025, we held cash and cash equivalents of $3,910, short-term investments of $20,053 and had an accumulated deficit of $224,544.

Current wording

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 used in our operating activities for the nine months ended September 30, 2025 and September 30, 2024 was $35,764 and $38,168, respectively. As of September 30, 2025, we held cash and cash equivalents of $3,164, short-term investments of $10,250 and had an accumulated deficit of $235,602.

Previous wording

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 commercialization and new product development. Based on our current planned operations, we do not believe that our current cash, cash equivalents and short-term investments balance of $23,963 as of June 30, 2025 will be sufficient to support our operations beyond the next 12 months from the date of issuance of these financial statements. We currently expect that our cash, cash equivalents and short-term investments will be sufficient to support our operations into the first quarter of 2026. As such, there is substantial doubt about our 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.

Current wording

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 commercialization and new product development. Based on our current planned operations, we do not believe that our current cash, cash equivalents and short-term investments balance of $13,414 as of September 30, 2025, plus the net proceeds of approximately $5.2 million received in the October 2025 registered direct offering, will be sufficient to support our operations beyond the next 12 months from the date of issuance of these financial statements. We currently expect that our cash, cash equivalents and short-term investments will be sufficient to support our operations into the first quarter of 2026. As such, there is substantial doubt about our 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.

Previous wording

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 I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025, and in other filings that we make with the SEC from time to time.

Current wording

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, filed with the SEC on March 17, 2025, and in other filings that we make with the SEC from time to time.

Previous wording

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. In 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 during the six months ended June 30, 2025 or for the year ended December 31, 2024.

Current wording

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. In 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 during the nine months ended September 30, 2025 or for the year ended December 31, 2024.

Previous wording

Our cash and cash equivalents and short-term investments balance as of June 30, 2025 was $3,910 and $20,053, respectively. Our future capital requirements may vary from those currently planned and will depend on various factors, including the timing and extent of R&D spending and spending on other strategic business initiatives.

Current wording

Our cash and cash equivalents and short-term investments balance as of September 30, 2025 was $3,164 and $10,250, respectively. Our future capital requirements may vary from those currently planned and will depend on various factors, including the timing and extent of R&D spending and spending on other strategic business initiatives.

Previous wording

Net cash used in operating activities during the six months ended June 30, 2025 was $25,300, attributable to a net loss of $28,609 and a net change in our net operating assets and liabilities of $2,814 and partially offset by non-cash items of $6,123. Non-cash items consisted of $4,983 in stock-based compensation, $782 of depreciation and amortization, $485 for non-cash lease expense, a loss of $53 due to the change in fair value of our warrant liabilities, and partially offset by a $180 change in accrued interest and net accretion of discounts on marketable securities. The $2,814 change in our net operating assets and liabilities was due to decreases of $2,215 in accrued expenses, $587 in lease liabilities, $537 in accounts payable, $28 in other noncurrent assets and $497 in prepaid and other current assets.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2025 was $35,764, attributable to a net loss of $39,667 and a $4,589 net change in our net operating assets and liabilities and partially offset by non-cash items of $8,492. The $4,589 change in our net operating assets and liabilities was due to a $4,378 decrease in accrued expenses, a $899 decrease in lease liabilities and a $262 increase in accounts payable partially offset by a $940 decrease in prepaid and other current assets and a $10 decrease in other noncurrent assets. Non-cash items consisted of $7,032 in stock-based compensation, $1,134 of depreciation and amortization and $738 for non-cash lease expense and partially offset by a gain of $234 due to the change in fair value of our warrant liabilities and a loss of $178 due to the change in accrued interest and net accretion of discounts on marketable securities.

Previous wording

Net cash used in operating activities during the six months ended June 30, 2024 was $25,479, attributable to a net loss of $32,206 offset by a $631 net change in our net operating assets and liabilities and non-cash items of $7,358. Non-cash items consisted of $6,157 in stock-based compensation, a loss of $277 due to the change in fair value of our warrant liabilities, $1,058 of depreciation and amortization, $438 for non-cash lease expense, a $35 loss on disposal of property and equipment and partially offset by a $607 change in accrued interest and net accretion of discounts on marketable securities. The $631 change in our net operating assets and liabilities was due to a $280 decrease in accrued expenses, a $503 decrease in lease liabilities, and a $18 decrease in other noncurrent assets and was partially offset by a $73 increase in prepaid and other current assets and a $97 increase in accounts payable.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2024 was $38,168, attributable to a net loss of $49,297, offset by a $113 net change in our net operating assets and liabilities and non-cash items of $11,016. Non-cash items consisted of $9,094 in stock-based compensation, $1,565 of depreciation and amortization, a loss of $415 due to the change in fair value of our warrant liabilities, $665 for non-cash lease expense and partially offset by a loss of $725 due to the change in accrued interest and net accretion of discounts on marketable securities. The $113 change in our net operating assets and liabilities was due to a $684 decrease in prepaid and other current assets, a $137 decrease in accounts payable, a $25 decrease in other noncurrent assets, a $39 increase in accrued expenses and was partially offset by a $772 decrease in lease liabilities.

Previous wording

Net cash provided by investing activities for the six months ended June 30, 2025 was $19,432 consisting of $30,451 in proceeds from sales and maturities of available-for-sale investments and partially offset by $11,014 used for purchases of available-for-sale investments and $5 for fixed asset purchases.

Current wording

Net cash provided by investing activities for the nine months ended September 30, 2025 was $29,124 consisting of $44,208 in proceeds from sales and maturities of available-for-sale investments and partially offset by $14,962 used for purchases of available-for-sale investments and $122 for fixed asset purchases.

Previous wording

Net cash used by investing activities for the six months ended June 30, 2024 was $7,095 consisting of $38,892 used for purchases of available-for-sale investments and $16 for fixed asset purchases, and partially offset by $31,813 in proceeds from sales and maturities of available-for-sale investments.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2024 was $7,587 consisting of $52,784 used for purchases of available-for-sale investments, and partially offset by proceeds of $45,182 from sales and maturities of available-for-sale investments and $15 for fixed asset sales.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $41 that was received for stock option exercises.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $67 that was received for stock option exercises.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2024 was $2 that was received for stock option exercises.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2024 was $2 that was received for stock option exercises.