Vicarious Surgical Inc.
For the period ended Jul 21, 2026. Filed Jun 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 21, 2026 · Filed Jun 22, 2026
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DEF 14A 1 ea0295383-def14a_vicarious.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Vicarious Surgical Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
78 Fourth Avenue
Waltham, Massachusetts 02451
June 22, 2026
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
| TIME: | 9:00 a.m., Eastern Time |
|---|---|
| DATE: | Monday, July 21, 2026 |
| ACCESS: | This Special Meeting will be held in person at 78 Fourth Avenue, Waltham, Massachusetts 02451 |
PURPOSE:
| 1. | To approve an assignment for the benefit of creditors (the “Assignment”) followed by a voluntary dissolution and liquidation (the “Dissolution”) pursuant to a plan of dissolution attached hereto as Annex A (the “Plan of Dissolution”), if our board of directors (the “Board”) deems such action to be in our best interests and those of our stockholders, which approval shall include authorization for our Board to abandon such assignment and dissolution (the “Assignment and Dissolution Proposal”). |
Our Board of Directors unanimously recommends that our stockholders vote FOR the Assignment and Dissolution Proposal. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
WHO MAY VOTE:
You may vote if you were the record owner of Vicarious Surgical Inc. Class A common stock or Class B common stock at the close of business on June 10, 2026. A list of stockholders of record will be available for examination during the 10-day period ending on the day before the Special Meeting, at our principal executive offices located at 78 Fourth Avenue, Waltham, Massachusetts 02451. If you wish to view this list, please contact our Secretary at Vicarious Surgical Inc., 78 Fourth Avenue, Waltham, Massachusetts 02451, (617) 868-1700.
All stockholders are cordially invited to attend the Special Meeting. Whether you plan to attend the Special Meeting in person or not, we urge you to submit a proxy by following the instructions in the proxy card and submitting your proxy by the Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Special Meeting. If you participate in and vote your shares at the Special Meeting, your proxy will not be used.
Our Board recommends that you vote “FOR” Proposal No. 1.
BY ORDER OF OUR BOARD OF DIRECTORS
/s/ Stephen From
Stephen From
Chief Executive Officer
TABLE OF CONTENTS
| Page | |
|---|---|
| IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING | 2 |
| RISK FACTORS | 5 |
| PROPOSAL NO. 1 - APPROVAL OF THE ASSIGNMENT AND DISSOLUTION PROPOSAL | 7 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| OTHER MATTERS | 20 |
| ANNEX A: PLAN OF DISSOLUTION | A-1 |
i
**Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, Massachusetts 02451
**PROXY STATEMENT FOR THE VICARIOUS SURGICAL INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 21, 2026
This proxy statement, along with the accompanying notice of the Special Meeting of stockholders, contains information about the Special Meeting, including any adjournments or postponements of the Special Meeting. We are holding the Special Meeting at 9:00 a.m., Eastern Time, on Monday, July 21, 2026 at 78 Fourth Avenue, Waltham, Massachusetts 02451.
In this proxy statement, we refer to Vicarious Surgical Inc. and its wholly-owned subsidiaries as “Vicarious Surgical,” the “Company,” “we” and “us.”
This proxy statement relates to the solicitation of proxies by our board of directors for use at the Special Meeting.
On or about June 24, 2026, we intend to begin sending to our stockholders the proxy statement and proxy card for the Special Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 21, 2026
This proxy statement, the Notice of Special Meeting of Stockholders, and our form of proxy card are available for viewing, printing and downloading at https://www.cstproxy.com/vicarioussurgical/2026. To view these materials please have your 16-digit control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.
Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2025, on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at www.vicarioussurgical.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Vicarious Surgical Inc., Attn: Investor Relations, 78 Fourth Avenue, Waltham, Massachusetts 02451. Exhibits will be provided upon written request and payment of an appropriate processing fee.
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