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Vicarious Surgical Inc.

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

RBOT$0.160.0%Stored close · as of Jul 8, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001213900-25-109320

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001213900-26-049749

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 78 previous paragraphs and 64 current paragraphs.

27 unchanged; 23 reworded; 11 added; 25 removed; 3 previous and 3 current paragraphs rearranged.

Tables are not compared: 7 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 (11)

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

On March 3, 2026, the NYSE notified us that it 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 subsequently applied to the Securities and Exchange Commission to delist the Class A common stock by filing a Form 25.

Current report

We received approval of our application to have the Class A common stock quoted on the OTCID market tier operated by OTC Markets. 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 quotation of our Class A common stock was upgraded to the OTCQB Venture Market (“OTCQB”) operated by OTC Markets on March 24, 2026.

Current report

The OTCQB 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.

Current report

We have also applied to list our Class A common stock on the Nasdaq Capital Market. We have not yet been approved to list our Class A common stock by Nasdaq and do not currently meet all of the requirements for initial listing, and may not meet all of the requirements for uplisting in the future. We hope to list our Class A common stock on Nasdaq in the future and expect that a reverse stock split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of Nasdaq. We may not be able to meet the initial listing standards of Nasdaq, even after a reverse stock split, may meet such listing standards without having to affect a reverse stock split, and/or may have our application to Nasdaq rejected.

Current report

Interest expense consists of interest incurred on our D&O insurance financing.

Current report

Research and Development Expenses. R&D expenses decreased $4,376, or 46%, to $5,039 during the three months ended March 31, 2026, compared to $9,415 during the three months ended March 31, 2025. This decrease was primarily due to decreases of $2,136 in personnel-related expenses, $1,034 in supplies and direct materials, $564 in consulting 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 61%, from an average of 99 people in the three months ended March 31, 2025 to an average of 39 people in the three months ended March 31, 2026.

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

The delisting of the Class A common stock from the NYSE as described above under “Recent Developments” 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 used in financing activities for the three months ended March 31, 2026 was $154 for repayment of notes payable.
Removed paragraphs (25)

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

We believe this slow adoption of robot-assisted surgery has occurred because of several factors, including the following:

Previous report

The single-port Vicarious Surgical System with advanced, miniaturized robotics and exceptional visualization is designed to address the significant limitations of open surgery and existing single- and multi-port robotic surgical approaches to improve patient outcomes and enhance adoption by hospitals and other medical facilities. The Vicarious Surgical System is designed with a fundamentally different architecture, and proprietary “de-coupled actuators,” to overcome many of the limitations of open surgery or existing robot-assisted surgical procedures with a minimally invasive and more capable robotic system. This architecture enables unprecedented dexterity inside the abdomen through an ultra-thin support tube, providing significant improvement over existing legacy robotic systems and minimizing the complications and trauma associated with open surgery. The Vicarious Surgical System has not yet been authorized by the Food and Drug Administration (the “FDA”). We have had pre-submission meetings with the FDA to align on our regulatory strategy and plan to file a de novo application with the FDA for use in ventral hernia procedures as our first indication.

Previous report

In April 2025, we completed our first controlled build of the Vicarious Surgical platform, which was fully traceable and auditable under our quality system. In August 2025, we completed a second build more quickly and efficiently, underscoring the reproducibility of our processes and scalability of our platform. Looking ahead, we expect to field a clinical-ready version of our system by mid-2026, with design-freeze targeted by the end of 2026. Subject to regulatory clearance, we anticipate initiating first-in-human clinical trials in 2027.

Previous report

As previously reported, on April 10, 2025, we received a notice (“the Notice”) from the New York Stock Exchange (the “NYSE”) indicating we were no longer in compliance with the NYSE’s continued listing standards set forth in Section 802.01B of the NYSE’s Listed Company Manual (the “Minimum Market Capitalization Standard”) due to the fact that our average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, our stockholders’ equity was less than $50 million, so that we no longer met the NYSE’s continued listing criterion. On May 27, 2025, we submitted our plan to the NYSE advising it of the definitive action(s) we have taken, are taking, or plan to take that would bring us into conformity with the Minimum Market Capitalization Standard within 18 months of receipt of the Notice (the “Cure Period”). On July 8, 2025, the NYSE notified us that it has accepted our plan to come into conformity with the relevant listing standards within the Cure Period. The NYSE will review us on a quarterly basis during the Cure Period to confirm compliance with the plan.

Previous report

The Notice and plan have no immediate impact on the listing of our Class A common stock, which will continue to be listed and traded on the NYSE during the Cure Period, subject to our continued compliance with the plan and NYSE’s other continued listing standards.

Previous report

Research and Development Expenses. R&D expenses decreased $2,807, or 26%, to $7,993 during the three months ended September 30, 2025, compared to $10,800 during the three months ended September 30, 2024. This decrease was primarily due to decreases of $1,311 in personnel-related expenses and $1,595 in professional services. The decrease in personnel-related expense was due primarily to a decrease in bonuses of $1,888.

Previous report

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 report

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 report

Income Taxes. Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to historical cumulative losses and expected future losses, we maintain a full valuation allowance against our U.S. and state deferred tax assets.

Previous report

Comparison of the Nine Months ended September 30, 2025 and 2024

Previous report

Research and Development Expenses. R&D expenses decreased $5,234, or 17%, to $26,458 during the nine months ended September 30, 2025, compared to $31,692 during the nine months ended September 30, 2024. This decrease was primarily due to decreases of $1,627 in personnel-related expenses, $4,704 in professional fees, $395 in depreciation and partially offset by increases of $1,036 in materials and supplies and $471 in testing expenses. The decrease in personnel-related expense was due primarily to a $1,964 decrease in bonuses and a decrease in average headcount of 5%, from an average of 106 people in the nine months ended September 30, 2024 to an average of 101 people in the nine months ended September 30, 2025.

Previous report

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 report

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 report

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 report

Income Taxes. Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to historical cumulative losses and expected future losses, we maintain a full valuation allowance against our U.S. and state deferred tax assets.

Previous report

Comparison of the nine months ended September 30, 2025 and September 30, 2024

Previous report

We recognize our warrants as liabilities at fair value and adjust the warrant liability to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of Public Warrants is determined from their trading value on public markets. The fair value of Private Placement Warrants is calculated using the Black-Scholes option pricing model. The assumptions used in the model are our stock price, exercise price, expected term, volatility, interest rate, and dividend yield.

Previous report

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.

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 intend to 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 intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so 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 (23)

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 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.

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, 2025 contained in our Annual Report on Form 10-K filed with the SEC on March 9, 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, 2025 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 months ended March 31, 2026 and 2025, respectively, present the financial position and results of operations of Vicarious Surgical Inc. and its consolidated subsidiaries. In preparing this MD&A, the Company presumes 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 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 that 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 $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.

Current wording

We incurred net losses of $7,329 and $15,394 for the three months ended March 31, 2026 and March 31, 2025, respectively. These losses include losses of $0 and $93 related to the change in valuation of our warrant obligations for the three months ended March 31, 2026 and March 31, 2025, respectively. Our loss from operations prior to the warrant loss and other income and expense items was $7,502 and $15,747 for the three months ended March 31, 2026 and March 31, 2025, respectively, representing a period-over-period decrease in expenses of 52%, which was primarily due to decreases of $5,727 in personnel-related expenses, $1,034 of inventory, supplies and materials, $616 of facilities-related expenses, $527 of professional fees, and $186 of depreciation and amortization. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 61%, from an average of 123 people in the three months ended March 31, 2025 to an average of 48 people in the three months ended March 31, 2026.

Previous 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. 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, including outsourcing, 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. 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, and for warrants that remain outstanding at the end of each subsequent reporting period.

Previous 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.

Current wording

Sales and Marketing Expenses. S&M expenses decreased $698, or 67%, to $343 during the three months ended March 31, 2026, compared to $1,041 during the three months ended March 31, 2025. This decrease was primarily due to a decrease of $711 in personnel-related expenses, partially offset by an increase of $41 in professional fees. The decrease in personnel-related expense was due to an average headcount decrease of 63%, from an average of 8 people in the three months ended March 31, 2025 to an average of 3 people for the three months ended March 31, 2026.

Previous 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.

Current wording

General and Administrative Expenses. G&A expenses decreased $3,171, or 60%, to $2,120 during the three months ended March 31, 2026, compared to $5,291 during the three months ended March 31, 2025. This decrease was primarily due to decreases of $2,880 in personnel-related expenses, $104 in software costs, and $92 in facilities and other office-related expenses. The decrease in personnel-related expense was due primarily to a decrease in average headcount of 56%, from an average of 16 people in the three months ended March 31, 2025 to an average of 7 people in the three months ended March 31, 2026.

Previous 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.

Current wording

*Other income, net.*Other income, net decreased by $180 to $173 during the three months ended March 31, 2026, compared to other income of $353 during the three months ended March 31, 2025. The decrease was primarily due to a decrease in interest income from short-term 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.

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 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.

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 three months ended March 31, 2026 and the year ended December 31, 2025 was $6,325 and $45,076, respectively. As of March 31, 2026, we held cash and cash equivalents of $1,407, short-term investments of $2,275 and had an accumulated deficit of $253,446.

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 $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.

Current wording

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 $3,682 as of March 31, 2026 will be sufficient to support our operations for the next 12 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

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.

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 I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026, and in other filings that we make with the SEC from time to time.

Previous wording

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 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 on terms that are less favorable than might otherwise be available.

Current wording

We expect that we will need to obtain substantial additional funding in order to 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 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 on terms that are less favorable than might otherwise be available.

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 nine months ended September 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. We did not sell any shares of our Class A common stock under our sales agreement with Cowen and Company, LLC for the three months ended March 31, 2026 or for the year ended December 31, 2025. This Form S-3 expired on October 27, 2025.

Previous 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.

Current wording

Our cash and cash equivalents and short-term investments balance as of March 31, 2026 was $1,407 and $2,275, 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 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.

Current wording

Net cash used in operating activities during the three months ended March 31, 2026 was $6,325, attributable to net loss of $7,329, non-cash items of $1,248, and a net change in our net operating assets and liabilities of $244. Non-cash items consisted of $1,064 in stock-based compensation, $183 of depreciation and amortization, $128 for non-cash lease expense, a $6 change in accrued interest and net accretion of discounts on marketable securities, partially offset by a $133 gain on sale of equipment. The $13 change in our net operating assets and liabilities was primarily due to a decrease of $320 in prepaid expenses and other current assets and an increase of $136 in accounts payable, partially offset by decreases of $441 in lease liabilities and $286 in accrued expenses.

Previous 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.

Current wording

Net cash used in operating activities during the three months ended March 31, 2025 was $11,768, attributable to net loss of $15,394 and a net change in our net operating assets and liabilities of $190 and non-cash items of $3,436. Non-cash items consisted of a loss of $93 due to the change in fair value of our warrant liabilities, $2,787 in stock-based compensation, $369 of depreciation and amortization, $239 for non-cash lease expense and partially offset by a $52 change in accrued interest and net accretion of discounts on marketable securities. The $190 change in our net operating assets and liabilities was primarily due to decreases of $311 in prepaid expenses, $145 in accounts payable, $281 in lease liabilities and $18 in other noncurrent assets and partially offset by a $287 increase in accrued expenses.

Previous 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.

Current wording

Net cash provided by investing activities for the three months ended March 31, 2026 was $5,060 consisting of $6,152 in proceeds from sales and maturities of available-for-sale investments and $133 in proceeds from sales of equipment, partially offset by $1,216 used for purchases of available-for-sale investments and $9 used for fixed asset purchases.

Previous 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.

Current wording

Net cash provided by investing activities for the three months ended March 31, 2025 was $4,613 consisting of $13,550 in proceeds from sales and maturities of available-for-sale investments and partially offset by $8,932 used for purchases of available-for-sale investments and $5 used for fixed asset purchases.

Previous wording

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

Current wording

Net cash provided by financing activities for the three months ended March 31, 2025 was $17 that was received for stock option exercises.

Previous wording

Our condensed consolidated financial statements have been prepared in accordance with US GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the consolidated balance sheet date, as well as the reported expenses incurred during the reporting periods. Our management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to our condensed consolidated financial statements.

Current wording

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the consolidated balance sheet date, as well as the reported expenses incurred during the reporting periods. Our management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to our consolidated financial statements.
Rearranged current paragraphs (3)

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 three months ended March 31, 2026 or for the year ended December 31, 2025.

Current report — wording carried from elsewhere

Comparison of the three months ended March 31, 2026 and March 31, 2025

Current report — wording carried from elsewhere

Cash flows (used in) provided by Financing Activities
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Cash flows provided by Financing Activities

Previous report — wording carried elsewhere

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