UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2021
VICARIOUS SURGICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39384 | | 87-2678169 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
78 Fourth Avenue Waltham, Massachusetts | | 02451 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 868-1700
D8 Holdings Corp.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | | RBOT | | The New York Stock Exchange |
| Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | | RBOT WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
INTRODUCTORY NOTE
On September 17, 2021, Vicarious Surgical Inc., a Delaware corporation (f/k/a D8 Holdings Corp.) (the “Company”, and prior to the Business Combination, “D8”) filed a Current Report on Form 8-K (the “Original Report”) to report the consummation of the Business Combination and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03 and 8.01 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth in Item 3.03 of the Original Report is incorporated in this Item 5.03 by reference.
In connection with the Business Combination, holders of approximately 26.7 million D8 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $267,674,862.02.
| Item 9.01. | Financial Statements and Exhibits. |
| | | |
| | (d) | Exhibits |
Exhibit
Number | | Exhibit Description | | Filed
Herewith | | Incorporated by Reference herein from Form or Schedule | | Filing Date | | SEC File/Reg. Number |
| 2.1† | | Agreement and Plan of Merger, dated as of April 15, 2021, by and among Vicarious Surgical Inc. (formerly D8 Holdings Corp.), Snowball Merger Sub, Inc., and Vicarious Surgical Operating Co. (formerly Vicarious Surgical Inc.). | | | | Form 8-K (Exhibit 2.1) | | 4/15/2021 | | 001-39384 |
| 3.1 | | Certificate of Incorporation of Vicarious Surgical Inc. | | | | Form 8-K (Exhibit 3.1) | | 9/23/2021 | | 001-39384 |
| 3.2 | | Amended and Restated Bylaws of Vicarious Surgical Inc. | | | | Form 8-K (Exhibit 3.2) | | 9/23/2021 | | 001-39384 |
| 4.1 | | Specimen Class A Common Stock Certificate. | | | | Form 8-K (Exhibit 4.1) | | 9/23/2021 | | 001-39384 |
| 4.2 | | Warrant Agreement, dated as of July 14, 2020, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and Continental Stock Transfer & Trust Company. | | | | Form 8-K (Exhibit 4.1) | | 7/17/2020 | | 001-39384 |
| 10.1 | | Form of Subscription Agreement, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.), and the subscriber parties thereto. | | | | Form 8-K (Exhibit 10.1) | | 4/15/2021 | | 001-39384 |
| 10.2† | | Building Lease for the premises located at 78 Fourth Avenue, Waltham, Massachusetts, dated as of January 25, 2021, by and among Vicarious Surgical Inc. and Fourth Avenue LLC. | | | | Form S-4/A (Exhibit 10.12) | | 8/2/2021 | | 333-257055 |
| 10.3+ | | Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and Adam Sachs. | | | | Form S-4/A (Exhibit 10.13) | | 7/15/2021 | | 333-257055 |
| 10.4+ | | Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and Sammy Khalifa. | | | | Form S-4/A (Exhibit 10.14) | | 7/15/2021 | | 333-257055 |
| 10.5+ | | Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and William Kelly. | | | | Form S-4/A (Exhibit 10.15) | | 7/15/2021 | | 333-257055 |
| 10.6+ | | Executive Employment Agreement, dated as of July 31, 2021, by and between Vicarious Surgical Inc. and June Morris. | | | | Form S-4/A (Exhibit 10.16) | | 7/15/2021 | | 333-257055 |
| 10.7+ | | Letter Agreement, dated as of June 2, 2021, by and between Vicarious Surgical and David Styka. | | | | Form S-4/A (Exhibit 10.17) | | 7/15/2021 | | 333-257055 |
| 10.8+ | | Nonemployee Director Compensation Policy. | | | | Form S-4/A (Exhibit 10.18) | | 7/15/2021 | | 333-257055 |
| 10.9+ | | Vicarious Surgical Inc. 2014 Stock Incentive Plan, as amended. | | | | Form 8-K (Exhibit 10.9) | | 9/23/2021 | | 001-39384 |
| 10.10+ | | Vicarious Surgical Inc. 2021 Equity Incentive Plan, and forms of agreement thereunder. | | | | Form 8-K (Exhibit 10.10) | | 9/23/2021 | | 001-39384 |
| 10.11 | | Amended and Restated Registration Rights Agreement, dated as of September 17, 2021, by and among Vicarious Surgical Inc. (formerly D8 Holdings Corp.), Vicarious Surgical Operating Co. (formerly Vicarious Surgical Inc.) and certain of their securityholders. | | | | Form 8-K (Exhibit 10.11) | | 9/23/2021 | | 001-39384 |
| 10.12+ | | Form of Indemnification Agreement. | | | | Form 8-K (Exhibit 10.12) | | 9/23/2021 | | 001-39384 |
| 10.13 | | Director Nomination Agreement, dated as of September 17, 2021, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and D8 Sponsor LLC. | | | | Form 8-K (Exhibit 10.13) | | 9/23/2021 | | 001-39384 |
| 16.1 | | Letter from WithumSmith+Brown, PC to the SEC, dated September 23, 2021. | | | | Form 8-K (Exhibit 16.1) | | 9/23/2021 | | 001-39384 |
| 21.1 | | List of Subsidiaries. | | | | Form 8-K (Exhibit 21.1) | | 9/23/2021 | | 001-39384 |
| 99.1 | | Unaudited condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2021. | | | | Form 8-K (Exhibit 99.1) | | 9/23/2021 | | 001-39384 |
| 99.2 | | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2021 and 2020. | | | | Form 8-K (Exhibit 99.2) | | 9/23/2021 | | 001-39384 |
| 99.3 | | Risk Factors. | | | | Form 8-K (Exhibit 99.3) | | 9/23/2021 | | 001-39384 |
| 99.4 | | Unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020.
| | | | Form 8-K (Exhibit 99.4) | | 9/23/2021 | | 001-39384 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| @ | Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
| + | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | VICARIOUS SURGICAL INC. |
| | | |
| | By: | /s/ Adam Sachs |
| | Name: | Adam Sachs |
| | Title: | President and Chief Executive Officer |
Date: September 23, 2021
