Vicarious Surgical Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 9, 2026
RBOT$0.160.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-17.
0001213900-25-024588
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-09.
0001213900-26-025189
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 63 previous paragraphs and 61 current paragraphs.
36 unchanged; 19 reworded; 5 added; 8 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
We estimate that there are 45 million soft tissue abdominal and gynecological surgical procedures performed annually worldwide that could potentially be addressed with the Vicarious Surgical System, including use for ventral hernia, other types of hernia, hysterectomy, cholecystectomy (gall bladder) and certain other gastrointestinal procedures. We intend for use in ventral hernia procedures to be the first clinical application for the Vicarious Surgical System, of which there are estimated to be 3.9 million cases worldwide and 0.9 million in the U.S. annually. We then intend to seek FDA authorization to enable the expansion into the other applications addressable by the Vicarious Surgical System.
Current report
*Gain on lease modification, net.*The gain on lease modification of $941 as of December 31, 2025, is related to the second amendment to our leased office space which eliminates the second building at 62 Fourth Avenue.
Current report
On October 7, 2025, we entered into a securities purchase agreement with an institutional investor pursuant to which we agreed to issue in a registered direct offering 588,300 shares of our Class A common stock and pre-funded warrants to purchase up to 561,700 shares of our Common Stock, as well as in a concurrent private placement, Series A common warrants to purchase an aggregate of 1,150,000 shares of our Common Stock and Series B common warrants to purchase an aggregate of 1,150,000 shares of our Common Stock, in each case with an exercise price of $5.10. The gross proceeds from the offering were $5.9 million and net proceeds of $5.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by us.
Current report
On March 3, 2026, the NYSE notified us that the NYSE had determined to (A) immediately suspend trading in our Class A common stock due to a determination that we had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000 pursuant to Section 802.01B of the NYSE Listed Company Manual, and (B) commence proceedings to delist the Class A common stock. We will not appeal the delisting determination. The NYSE has indicated that it will apply to the Securities and Exchange Commission to delist the Class A common stock by filing a Form 25. The Class A common stock commenced quotation on the OTCID at the open of business on March 4, 2026 under the trading symbol of “RBOT.” The OTCID is a significantly more limited market than the NYSE, and quotation on any OTC market will result in a less liquid market for existing and potential holders of Class A common stock to trade their shares and could further depress the trading price of the Class A common stock. We can provide no assurance that the Class A common stock will continue to trade on this market, whether broker-dealers will provide and continue to provide public quotes of the Class A common stock on this market, or whether the trading volume of the Class A common stock will be sufficient to provide for an efficient trading market. The suspension and/or delisting of the Class A common stock from the NYSE could materially limited the number of investors willing to hold or acquire the Class A common stock, which could negatively impact our ability to raise equity financing; and negatively impact our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets.
Current report
Net cash provided by financing activities for the year ended December 31, 2025 was $5,169 in net proceeds received from the issuance of common stock and pre-funded warrants in connection with our registered direct offering, $525 in net proceeds from our note payable related to financing our D&O insurance, and $67 that was received for stock option exercises.
Removed paragraphs (8)
Previous report
We estimate there are over 45 million soft tissue surgical procedures (including an estimated 3.9 million ventral hernia procedures), addressable annually worldwide by our technology. Of these procedures, it is estimated that more than 50% are performed using open surgery, and less than 5% are performed by current robot-assisted minimally invasive surgery.
Previous report
Interest and Other Income. Interest and other income decreased by $1,140 to $3,289 during the year ended December 31, 2024, compared to $4,429 during the year ended December 31, 2023. The decrease was primarily due to a decrease in interest income from short-term investments.
Previous report
Interest Expense. Interest expense decreased by $25 to $0 during the year ended December 31, 2024, compared to $25 during the year ended December 31, 2023. The decrease was primarily due to the equipment loans being paid off in April 2023.
Previous report
On August 2, 2023, we entered into an underwriting agreement related to the public offering of 45,000,000 shares of our Class A common stock, at a public offering price of $1.00 per share less the underwriting discounts and commission, pursuant to the Form S-3. We received approximately $45 million in gross proceeds from this offering, before deducting underwriting discounts and commission and offering expenses. The offering closed on August 7, 2023. In addition, 2,045,224 shares of Class A common stock were issued upon exercise of by the underwriters at their option to purchase additional shares at the same offering price, which closed on August 29, 2023. The gross proceeds from the offering of 47,045,224 shares of our Class A common stock were $47.0 million and net proceeds of $44.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by us.
Previous report
Net cash provided by financing activities for the year ended December 31, 2023 was $44,702 resulting from $44,222 of proceeds from the issuance of common stock net of issuance costs, $296 of proceeds from the exercise of stock options, $200 in proceeds from a stockholder of the Company pursuant to the application of the Section 16 short swing profit rules and partially offset by $16 of equipment loan repayments.
Previous report
Emerging Growth Company
Previous report
We are an “emerging growth company,” as defined in the JOBS Act. Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We currently take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies.
Previous report
We also take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act and intend to continue to do so as long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.
Reworded paragraphs (19)
Previous wording
We are combining advanced miniaturized robotics, computer science, sensing and 3D visualization to build a new category of intelligent and affordable, single-port surgical robot that virtually transports surgeons inside the patient to perform minimally invasive surgery. With our next-generation robotics technology which is being designed with proprietary human-like motion, we are seeking to improve patient outcomes, as well as the cost and efficacy of surgical procedures. 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.
Current wording
We are combining advanced miniaturized robotics, computer science, sensing and 3D visualization to build a new category of intelligent and affordable single-port surgical robots that virtually transport surgeons inside the patient to perform minimally invasive surgery. With our next-generation robotics technology, 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 and the cost and efficacy of surgical 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.
Previous wording
We incurred net losses of $63,223 and $71,071 for the years ended December 31, 2024 and 2023, respectively. The 2024 net loss is inclusive of a gain of $43 related to the change in valuation of our warrant obligations. The 2023 net loss is inclusive of a gain of $5,191 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 and $80,666 for the years ended December 31, 2024 and 2023, respectively, representing a period-over-period decrease in expenses of 17%, which was primarily due to decreases of $11,022 in personnel-related expenses, $1,435 in insurance expense, $797 in materials and supplies and $578 in software expense. The decrease in personnel-related expenses was due primarily to a 28% decrease in average headcount, from an average of 177 people in 2023 to an average of 127 people in 2024.
Current wording
We incurred net losses of $50,182 and $63,223 for the years ended December 31, 2025 and 2024, respectively. The 2025 net loss is inclusive of a gain of $787 related to the change in valuation of our warrant obligations. The 2024 net loss is inclusive of a gain of $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 $50,027 and $66,555 for the years ended December 31, 2025 and 2024, respectively, representing a period-over-period decrease in expenses of 25%, which was primarily due to decreases of $8,973 in personnel-related expenses and $6,394 in professional fees. The decrease in personnel-related expenses was due to a 23% decrease in average headcount, from an average of 127 people in 2024 to an average of 98 people in 2025, as well as a decrease in bonus expense of $2,676.
Previous wording
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 expect R&D expenses to 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.
Current wording
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. While R&D expenses may vary over time depending on the level and timing of our product development efforts, as well as our clinical development, clinical trial and other related activities, we currently expect such expenses to decrease in absolute dollars as we implement cost control measures and operational efficiencies.
Previous wording
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 increase in absolute dollars as we expand our infrastructure to both drive and support the anticipated growth due to additional legal, accounting, insurance and other expenses associated with being a public company.
Current wording
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 decrease in absolute dollars as we continue to streamline operations and realize cost efficiencies.
Previous wording
Sales and marketing (“S&M”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling and marketing functions and physician education programs. Other S&M expenses include training, travel expenses, promotional activities, marketing initiatives, market research and analysis, conferences and trade shows, professional services fees and allocated facilities-related expenses. We expect S&M expenses to continue to increase in absolute dollars as we increase potential customers’ awareness of our presence and prepare our sales and marketing function for our product launch at a future, yet undetermined date.
Current wording
Sales and marketing (“S&M”) expenses consist primarily of compensation for personnel, including stock-based compensation, related to sales and marketing functions and physician education programs. Other S&M expenses include training, travel expenses, promotional activities, marketing initiatives, market research and analysis, conferences and trade shows, professional services fees and allocated facilities-related expenses. We expect S&M expenses to continue to decrease in absolute dollars as we prioritize capital preservation and limit marketing activities until closer to commercialization.
Previous wording
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 price on 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.
Current wording
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.
Previous wording
Interest expense consists primarily of interest incurred on our equipment loans that were paid off in April 2023.
Current wording
Interest expense consists of interest incurred on our D&O insurance financing.
Previous wording
Research and Development Expenses. R&D expenses decreased $7,423, or 16%, to $40,155 during the year ended December 31, 2024, compared to $47,578 during the year ended December 31, 2023. This decrease was primarily due to decreases of $8,283 of personnel-related expenses, $740 in materials and supplies, $377 in software expense, $130 in facilities and partially offset by increases of $1,899 in professional services and $252 in depreciation expense. The decrease in personnel-related expenses was due primarily to a decrease in average headcount of 25%, from an average of 137 people in 2023 to an average of 103 people in 2024.
Current wording
Research and Development Expenses. R&D expenses decreased $6,554, or 16%, to $33,601 during the year ended December 31, 2025, compared to $40,155 during the year ended December 31, 2024. This decrease was primarily due to decreases of $5,258 in contractor fees, $1,417 of personnel-related expenses, and $623 in depreciation expense; and was partially offset by increases of $531 in pre-clinical testing expense and $247 in materials and supplies. The decrease in personnel-related expenses was due primarily to a decrease in average headcount of 23%, consisting of an average of 79 R&D employees in 2025 compared to an average of 103 R&D employees in 2024.
Previous wording
Sales and Marketing Expenses. S&M expenses decreased $1,705, or 27%, from $6,230 in the year ended 2023 to $4,525 during the year ended December 31, 2024. This decrease was primarily due to decreases of $940 in personnel-related expenses, $658 in professional services, $88 in travel expenses and partially offset by a $103 increase in software expenses. The decrease in personnel-related expenses was primarily due to a decrease in average headcount of 44%, from an average of 16 people in 2023 to an average of 9 people in 2024.
Current wording
Sales and Marketing Expenses. S&M expenses decreased $2,354, or 52%, from $4,525 in the year ended 2024 to $2,171 during the year ended December 31, 2025. This decrease was primarily due to decreases of $2,368 in personnel-related expenses. The decrease in personnel-related expenses was primarily due to a decrease in average headcount of 33%, consisting of an average of 6 employees in 2025 compared to an average of 9 employees in 2024.
Previous wording
General and Administrative Expenses. G&A expenses decreased $4,983, or 19%, to $21,875 during the year ended December 31, 2024, compared to $26,858 during the year ended December 31, 2023. This decrease was primarily due to decreases of $1,799 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. The decrease in personnel-related expenses was primarily due to a decrease in average headcount of 36%, from an average of 25 people in 2023 to an average of 16 people in 2024.
Current wording
General and Administrative Expenses. G&A expenses decreased $6,679, or 31%, to $15,196 during the year ended December 31, 2025, compared to $21,875 during the year ended December 31, 2024. This decrease was primarily due to decreases of $5,189 in personnel-related expenses, $1,101 in professional fees, and $365 in insurance expense. The decrease in personnel-related expenses was primarily due to a decrease in average headcount of 19%, consisting of an average of 13 employees in 2025 compared to an average of 16 employees in 2024.
Previous wording
Change in Fair Value of Warrant Liabilities. The change in fair value of warrant liabilities during the year ended December 31, 2024 was a $43 gain. The change in fair value of warrant liability resulted from the remeasurement of the Public Warrant and Private Placement Warrant liabilities between December 31, 2023 and the end of the reporting period, December 31, 2024.
Current wording
Other (expense) income, net. Other (expense) income decreased by $3,487 to net expense of $155 during the year ended December 31, 2025, compared to net income of $3,332 during the year ended December 31, 2024. The decrease was primarily due to a decrease in interest 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 of $744 resulting from the remeasurement of the Public Warrant and Private Placement Warrant liabilities between December 31, 2024, and the end of the reporting period, December 31, 2025.
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 years ended December 31, 2024 and 2023 was $49,956 and $62,305, respectively. As of December 31, 2024, we held cash and cash equivalents of $9,737, short-term investments of $39,360 and had an accumulated deficit of $195,935.
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 years ended December 31, 2025 and 2024 was $45,076 and $49,956, respectively. As of December 31, 2025, we held cash and cash equivalents of $2,569, short-term investments of $7,223 and had an accumulated deficit of $246,117.
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 $49,097 as of December 31, 2024 will be sufficient to support our operations beyond the next twelve 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 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.
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 our product development and clinical pathway. Based on our current planned operations, we do not believe that our current cash, cash equivalents and short-term investments balance of $9,792 as of December 31, 2025 will be sufficient to support our operations beyond the next twelve months from the date of issuance of these financial statements. Due 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 through the 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.
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 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. We did not sell any shares of our Class A common stock under our sales agreement with Cowen and Company, LLC for the years ended December 31, 2025 and 2024. This Form S-3 expired on October 27, 2025.
Previous wording
Our cash and cash equivalents and short-term investments balance as of December 31, 2024 was $9,737 and $39,360, 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 December 31, 2025 was $2,569 and $7,223 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 year ended December 31, 2023 was $62,305, attributable to a net loss of $71,071 less a net change in our net operating assets and liabilities of $746 and plus non-cash items of $9,512. Non-cash items consisted of $13,267 in stock-based compensation, $1,854 of depreciation and $814 for non-cash lease expenses, partially offset by a $5,191 gain from our warrant liabilities and a change in accrued interest and net accretion of discounts on marketable securities of $1,232. The $746 change in our net operating assets and liabilities was primarily due to decreases of $1,420 in prepaid and other current assets and $833 in accrued expenses, partially offset by an $838 decrease in lease liabilities, a $473 decrease in accounts payable, and a $22 increase in other non-current assets.
Current wording
Net cash used in operating activities during the year ended December 31, 2025 was $45,076, attributable to a net loss of $50,182 and a net decrease in our operating assets and liabilities of $4,905; partially offset by non-cash items of $10,011. Non-cash items consisted of $8,135 in stock-based compensation, a loss of $1,915 on the disposal of leasehold improvements, and $1,425 of depreciation; partially offset by a $787 gain from our warrant liabilities, a $489 net gain from our lease expense, and a change in accrued interest and net accretion of discounts on marketable securities of $188. The $4,905 net decrease in our operating assets and liabilities was primarily due to decreases of $6,520 in lease liabilities and $4,499 in accrued expenses and accounts payable; partially offset by decreases of $5,285 in our right-of-use assets and $809 in prepaid and other current assets.
Previous wording
Cash flows provided by (used in) Investing Activities
Current wording
Cash flows provided by Investing Activities
Previous wording
Net cash used by investing activities for the year ended December 31, 2023 was $45,783 consisting of $75,704 used for purchases of available-for-sale investments and $1,670 for fixed asset purchases, and partially offset by proceeds of $31,591 from sales and maturities of available-for-sale investments.
Current wording
Net cash provided by investing activities for the year ended December 31, 2025 was $32,147 consisting of $53,619 in proceeds from sales and maturities of available-for-sale investments; partially offset by $21,340 used for purchases of available-for-sale investments and $132 for fixed asset purchases.
Previous wording
The Company estimates the volatility of its warrants based on implied volatility from the Company’s Public Warrants and from the historical volatility of the Company’s common stock that matches the expected remaining life of the 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 the Company anticipates remaining at zero.
Current wording
We estimate the volatility of our warrants based on implied volatility from our Public 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 we anticipate remaining at zero.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On December 12, 2025, we filed a new universal shelf registration statement on Form S-3 (the “ new Form S-3”), which was declared effective by the SEC on December 22, 2025, on which we registered for sale up to $100 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 $3 million of Class A common stock that we may issue and sell from time to time, through H.C. Wainwright and Company, LLC acting as our sales agent, pursuant to the sales agreement that we entered into with H.C. Wainwright and Company, LLC on December 12, 2025 for our “at-the-market” equity program. We did not sell any shares of our Class A common stock under our sales agreement with H.C. Wainwright and Company, LLC for the year ended December 31, 2025.