Vicarious Surgical Inc.

Current report

We cannot assure you that a reverse stock split will increase the price of our Class A common stock and have the desired effects.

Current report

On April 8, 2026, at a special meeting of stockholders, our stockholders approved the adoption of an amendment to our Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of Class A common stock and Class B common stock, at a ratio in the range of 1-for-2 to 1-for-30 (a “Reverse Stock Split”), with the ratio to be determined by our Board of Directors (the “Board”). If a Reverse Stock Split is implemented, our Board expects that such transaction will increase the market price of our Class A common stock so that we are able to meet the price criteria for initial listing on the Nasdaq Capital Market and make our Class A common stock more attractive to a broader range of institutional and other investors. However, the effect of the Reverse Stock Split upon the market price of our Class A common stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of our Class A common stock after a Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our Class A common stock outstanding resulting from the Reverse Stock Split, or (ii) the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if a Reverse Stock Split is implemented, the market price of our Class A common stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our Class A common stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If a Reverse Stock Split is consummated and the trading price of our Class A common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

Current report

A reverse stock split may decrease the liquidity of our Class A common stock.

Current report

The liquidity of our Class A common stock may be harmed by a Reverse Stock Split given the reduced number of shares of Class A common stock that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split.

Current report

As we are not reducing the number of our authorized shares, a reverse stock split could make a change of control more difficult because we will have the right to issue additional shares.

Current report

While a Reverse Stock Split would decrease the number of outstanding shares of our common stock, it would not change the number of authorized shares under our Certificate of Incorporation. Consequently, a Reverse Stock Split would have the effect of increasing the number of shares of common stock available for issuance under our Certificate of Incorporation. The Board believes that such an increase is in our and our stockholders’ best interests as it would provide us with greater flexibility to issue shares of common stock in connection with possible future financings as under our equity incentive plans and for other general corporate purposes. By increasing the number of authorized but unissued shares of common stock, a Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board. In addition, a Reverse Stock Split will not change the number of authorized shares of our preferred shares, as designated by our Certificate of Incorporation. Our Certificate of Incorporation authorizes us to issue one or more series of preferred stock, which we are not changing in the Reverse Stock Split. Our Board has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, subject to certain approval rights of our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock. A Reverse Stock Split is not being recommended by the Board as part of an anti-takeover strategy, but rather its principal purpose is for us to facilitate the listing of our Class A common stock on the Nasdaq Capital Market and to make such shares more attractive to a broader group of investors.

Current report

Our initial listing application to the Nasdaq Capital Market may not be approved, and we may not meet all of the criteria and standards for initial listing.

Current report

The Board sought stockholder approval for a Reverse Stock Split with the primary intent of increasing the price of our Class A common stock to meet the price criteria for initial listing on the Nasdaq Capital Market. The initial listing standards of the Nasdaq Capital Market require a market value of unrestricted publicly held shares of at least $15 million, in addition to a bid price of at least $4.00 and stockholders’ equity of at least $5.0 million. A Reverse Stock Split would be intended to permit our Class A common stock to trade above the $4.00 bid price requirement to facilitate a listing of our Class A common stock on the Nasdaq Capital Market. The Board expects that we will need to take additional actions to comply with the minimum stockholders’ equity requirement and the requirement to have a market value of unrestricted publicly held shares requirement. While we have applied to list our Class A common stock on the Nasdaq as of the date of this report, 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. Our Class A common stock may never trade on Nasdaq in the future.

Current report

In the event we do not receive approval from Nasdaq to list our Class A common stock on the Nasdaq Capital Market, we will continue to list our shares on the OTCQB or another quotation medium, depending on our ability to meet the specific listing requirements of those quotation systems. As a result, an investor would likely continue to find it more difficult to trade or obtain accurate price quotations for our shares. Failure to list our Class A common stock on a national securities exchange would likely also reduce the visibility, liquidity, and value of our Class A common stock, reduce institutional investor interest in our company, and increase the volatility of our Class A common stock. Failure to list our Class A common stock could also cause a loss of confidence of potential industry partners, lenders, and employees, which could further harm our business and our future prospects.

Previous report

There can be no assurance that we will be able to continue to satisfy the continued listing standards of the NYSE.

Previous report

On April 10, 2025, we received a notice (“the Notice”) from 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, and we therefore no longer met the NYSE’s continued listing criterion. As described in the Notice, as of April 9, 2025, our 30 trading-day average market capitalization was approximately $47.4 million and our last reported stockholders’ equity as of December 31, 2024, was approximately $46.7 million.

Previous report

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 NYSE’s Minimum Market Capitalization Standard within the 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 18 months to confirm compliance with the plan.

Previous report

If the NYSE delists our Class A common stock from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences including: