Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | VICARIOUS SURGICAL INC. | ||
Trading Symbol | RBOT | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 337,600,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001812173 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39384 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-2678169 | ||
Entity Address, Address Line One | 78 Fourth Avenue | ||
Entity Address, City or Town | Waltham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02451 | ||
City Area Code | (617) | ||
Local Phone Number | 868-1700 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Boston, Massachusetts | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 100,639,359 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 19,789,860 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 173,507 | $ 16,867 |
Prepaid expenses and other current assets | 4,867 | 258 |
Total current assets | 178,374 | 17,125 |
Restricted cash | 1,055 | 118 |
Property and equipment, net | 2,250 | 445 |
Other long-term assets | 100 | |
Total assets | 181,679 | 17,788 |
Current liabilities: | ||
Accounts payable | 1,500 | 373 |
Accrued expenses | 4,098 | 394 |
Current portion of equipment loans | 47 | 47 |
Current portion of term loan | 600 | |
Total current liabilities | 6,245 | 814 |
Deferred rent | 1,631 | 58 |
Equipment loans, net of current portion | 16 | 63 |
Term loan, net of current portion and issuance costs | 675 | |
Warrant liabilities | 90,021 | |
Total liabilities | 98,588 | 935 |
Commitments and Contingencies (Note 8) | ||
Legacy convertible preferred stock (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding at December 31, 2021 and 2020 | ||
Class A Common stock, $0.0001 par value; 300,000,000 and 200,000,000 shares authorized at December 31, 2021 and 2020, respectively; 99,979,207 and 67,640,740 issued and outstanding at December 31, 2021 and 2020, respectively | 12 | 7 |
Class B Common stock, $0.0001 par value; 22,000,000 and 20,000,000 shares authorized at December 31, 2021 and 2020, respectively; 19,789,860 and 19,572,257 shares issued and outstanding at December 31, 2021 and 2020 | 2 | |
Additional paid-in capital | 149,877 | 48,435 |
Accumulated deficit | (66,798) | (31,591) |
Total stockholders’ equity | 83,091 | 16,853 |
Total liabilities and stockholders’ equity | $ 181,679 | $ 17,788 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 200,000,000 |
Common stock, shares issued | 99,979,207 | 67,640,740 |
Common stock, shares outstanding | 99,979,207 | 67,640,740 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 22,000,000 | 20,000,000 |
Common stock, shares issued | 19,789,860 | 19,572,257 |
Common stock, shares outstanding | 19,789,860 | 19,572,257 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 22,059 | $ 9,796 |
Sales and marketing | 2,961 | 861 |
General and administrative | 13,203 | 2,328 |
Total operating expenses | 38,223 | 12,985 |
Loss from operations | (38,223) | (12,985) |
Other income (expense): | ||
Change in fair value of warrant liabilities | 3,085 | |
Interest income | 20 | 113 |
Interest expense | (89) | (3) |
Loss before income taxes | (35,207) | (12,875) |
Provision for income taxes | ||
Net loss | $ (35,207) | $ (12,875) |
Net loss per share of Class A and Class B common stock, basic and diluted (in Dollars per share) | $ (0.36) | $ (0.16) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock, Common Stock and Stockholders’ Equity/(Deficit) - USD ($) $ in Thousands | Class A & BCommon Stock | Convertible Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, at Dec. 31, 2019 | $ 2 | $ 33,150 | $ 1,196 | $ (18,716) | $ (17,518) |
Balance, (in Shares) at Dec. 31, 2019 | 17,613,962 | 52,885,027 | |||
Retroactive application of recapitalization (Note 1) | $ 5 | $ (33,150) | 33,145 | 33,150 | |
Retroactive application of recapitalization (Note 1) (in Shares) | 52,885,027 | (52,885,027) | |||
Adjusted balance, beginning of period | $ 7 | 34,341 | (18,716) | 15,632 | |
Adjusted balance, beginning of period (in Shares) | 70,498,989 | ||||
Series A-3 financing, net issuance cost of $95 | $ 1 | 13,519 | 13,520 | ||
Series A-3 financing, net issuance cost of $95 (in Shares) | 13,665,901 | ||||
Exercise of common stock options | 43 | 43 | |||
Exercise of common stock options (in Shares) | 436,950 | ||||
Stock-based compensation | 448 | 448 | |||
Vesting of restricted stock | $ 1 | (1) | |||
Vesting of restricted stock (in Shares) | 2,611,157 | ||||
Issuance of common stock warrants | 85 | 85 | |||
Net loss | (12,875) | (12,875) | |||
Balance, at Dec. 31, 2020 | $ 9 | 48,435 | (31,591) | 16,853 | |
Balance, (in Shares) at Dec. 31, 2020 | 87,212,997 | ||||
Reverse recapitalization, net of transaction costs (Note 1) | $ 3 | 97,311 | 97,314 | ||
Reverse recapitalization, net of transaction costs (Note 1) (in Shares) | 30,579,972 | ||||
Cashless exercise of warrants | |||||
Cashless exercise of warrants (in Shares) | 146,577 | ||||
Exercise of common stock options | 421 | 421 | |||
Exercise of common stock options (in Shares) | 1,558,908 | ||||
Exercise of public warrants | 16 | 16 | |||
Exercise of public warrants (in Shares) | 1,370 | ||||
Stock-based compensation | 3,694 | 3,694 | |||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 269,243 | ||||
Net loss | (35,207) | (35,207) | |||
Balance, at Dec. 31, 2021 | $ 12 | $ 149,877 | $ (66,798) | $ 83,091 | |
Balance, (in Shares) at Dec. 31, 2021 | 119,769,067 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock, Common Stock and Stockholders’ Equity/(Deficit) (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Series A-3 financing, net issuance cost | $ 95 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (35,207) | $ (12,875) |
Adjustments to reconcile net loss to net cash used in operating | ||
Depreciation | 316 | 157 |
Loss on disposal of fixed assets | 8 | |
Stock-based compensation | 3,694 | 448 |
Amortization of debt issuance costs | 21 | |
Change in fair value of warrant liabilities | (3,085) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (4,609) | (3) |
Accounts payable | 1,127 | 170 |
Accrued expenses | 3,704 | 80 |
Deferred rent | 733 | |
Other noncurrent assets | (15) | |
Net cash used in operating activities | (33,298) | (12,038) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,289) | (120) |
Proceeds from short term investments | 13,324 | |
Net cash provided by/(used in) investing activities | (1,289) | 13,204 |
Cash flows from financing activities: | ||
Repayment of equipment loans | (47) | (48) |
Proceeds from issuance of common stock, net of issuance costs | 13,520 | |
Proceeds from term loan | 1,500 | |
Repayment of term loan | (150) | |
Proceeds from reverse recapitalization, net of issuance costs | 190,424 | |
Proceeds from exercise of public warrants | 16 | |
Proceeds from exercise of stock options | 421 | 43 |
Net cash provided by financing activities | 192,164 | 13,515 |
Change in cash, cash equivalents and restricted cash | 157,577 | 14,681 |
Cash, cash equivalents and restricted cash, beginning of year | 16,985 | 2,304 |
Cash, cash equivalents and restricted cash, end of year | 174,562 | 16,985 |
Reconciliation of restricted cash: | ||
Cash and cash equivalents | 173,507 | 16,867 |
Restricted cash | 1,055 | 118 |
Reconciliation of restricted cash total | 174,562 | 16,985 |
Supplemental cash flow information: | ||
Interest paid | 36 | 3 |
Non-cash investing and financing activities: | ||
Leasehold improvements funded by the landlord | 840 | |
Warrants assumed in acquisition | 93,110 | |
Issuance of warrants recorded as deferred financing costs | $ 85 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Vicarious Surgical Inc. (“Vicarious” or the “Company”) was incorporated in the state of Delaware on May 1, 2014, and is headquartered in Waltham, Massachusetts. The Company is currently developing its virtual reality surgical system using proprietary human-like surgical robots and virtual reality to transport surgeons inside the patient to perform minimally invasive surgical procedures. The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP . Unless otherwise indicated or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company” and “Vicarious Surgical” refer to the consolidated operations of Vicarious Surgical Inc. References to “D8” refer to the company prior to the consummation of the Business Combination and references to “Legacy Vicarious Surgical” refer to Vicarious Surgical Inc. prior to the consummation of the Business Combination. On April 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with D8 Holdings Corp (“D8”) to effect a business combination between D8 and the Company with the Company surviving the merger as a wholly owned subsidiary of D8 (the “Business Combination”). On September 17, 2021 the Merger Agreement was effected, and each share of Vicarious Surgical Inc. stock was exchanged for 3.29831 shares of D8 common stock. The Company received total proceeds of $77,993 after redemptions. In connection with the Business Combination, D8 entered into subscription agreements with subscribers who agreed to purchase an aggregate of 14,200,000 shares of Class A common stock for a purchase price of $142,000 (the “PIPE”), all of which were issued on the effective date. In total, this provided the Company cash of $190,424, which is net of transaction costs of $29,569. Legacy Vicarious Surgical was deemed to be the accounting acquirer in the Business Combination. The determination was primarily based on Legacy Vicarious Surgical’s stockholders having a majority of the voting power in the combined Company, Legacy Vicarious Surgical having the ability to appoint a majority of the Board of Directors of the Company, Legacy Vicarious Surgical’s existing management team comprising the senior management of the combined Company, Legacy Vicarious Surgical comprising the ongoing operations of the combined Company and the combined Company assuming Vicarious Surgical’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Vicarious Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded. While D8 was the legal acquirer in the Business Combination, because Legacy Vicarious Surgical was deemed the accounting acquirer, the historical financial statements of Legacy Vicarious Surgical became the historical financial statements of the combined Company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Vicarious Surgical prior to the Business Combination; (ii) the combined results of D8 and Legacy Vicarious Surgical following the close of the Business Combination; (iii) the assets and liabilities of Legacy Vicarious Surgical at their historical cost; and (iv) the Legacy Vicarious Surgical’s equity structure for all periods presented, as affected by the recapitalization presentation. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to September 17, 2021, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 3.29831 established in the Business Combination. Legacy Vicarious Surgical’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into common stock and reclassified to permanent as a result of the reverse recapitalization. Basis of Presentation The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. US GAAP provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 The carrying values of prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The fair value of Public Warrants, was determined from their trading value on public markets. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Restricted Cash The Company has an agreement to maintain a cash balance of $1,055 and $118 at December 31, 2021 and 2020 , respectively as collateral for letters of credit related to the Company’s leases. The balance is classified as long-term on the Company’s balance sheets as the lease periods end beginning in December 2023 through February 2029. Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the years ended December 31, 2021 and 2020. The Company held no other investments as of December 31, 2021 and 2020 . Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing . Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As part of the Business Combination, the Company assumed 17,249,991 Public Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 10,400,000 Private Placement Warrants. All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts 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 was determined from their trading value on public markets. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. During 2021, in connection with a lease termination, the Company disposed of $24 of fixed assets with accumulated depreciation of $16 incurring an $8 loss on the disposal. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December 31, 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. Stock-Based Compensation The Company accounts for all stock-based compensation, including stock options and warrants issued as compensation for services, at fair value and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award . The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black-Scholes pricing model utilizing key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgment regarding future trends. Prior to becoming a publicly traded company, the fair value of the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s proposed products, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others, as the Company’s common stock is was not actively traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock . Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations . The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. Net Loss Per share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive . Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive. Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for 2021 and 2020. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system . Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes s. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION | 3. ACQUISITION On September 17, 2021, the Company and D8 consummated the Business Combination with Legacy Vicarious Surgical surviving the merger as a wholly-owned subsidiary of D8. Upon the consummation of the Business Combination, each share of Legacy Vicarious Surgical issued and outstanding was exchanged for 3.29831 shares (the “Exchange Ratio”) of the Company’s common stock (the “Merger Consideration”). Upon the closing of the Business Combination, D8’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 143,931,076 shares, of which 124,141,216 were designated as Class A common stock and 19,789,860 were designated as Class B common stock both having a par value of $0.0001 per share. In connection with the execution of the definitive agreement for the Business Combination, D8 entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and D8 agreed to sell to the Subscribers, an aggregate of 14,200,000 shares of the Company’s common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $142,000, in a private placement pursuant to the Subscription Agreements (the “PIPE” financing). The PIPE financing closed simultaneously with the consummation of the Business Combination. The Business Combination is accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, D8 was treated as the “acquired” company for financial accounting purposes. See Note 1, “Nature of Business and Basis of Presentation” for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vicarious Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the statement of cash flows and the statement of changes in equity for the year ended December 31, 2021. Recapitalization Cash - D8’s trust and cash (net of redemptions) $ 77,993 Cash - PIPE Financing 142,000 Less: Transaction costs and advisory fees (29,569 ) Net proceeds from reverse recapitalization 190,424 Less: Warrant liabilities assumed (93,110 ) Net assets and liabilities assumed in reverse recapitalization $ 97,314 The number of shares of common stock issued immediately following the consummation of the Business Combination was as follows: Number of Common stock, outstanding prior to the Business Combination 34,500,000 Less: Redemption of D8 shares (26,745,028 ) D8 Public Shares 7,754,972 D8 Sponsor Shares 8,625,000 Shares issued in PIPE financing 14,200,000 Business combination and PIPE financing shares 30,579,972 Legacy Vicarious Surgical shares (1) 88,042,340 Total shares of common stock immediately after Business Combination 118,622,312 (1) The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated December 31, Useful Lives 2021 2020 Machinery and equipment 3 to 5 years $ 957 $ 535 Furniture and fixed assets 3 to 7 years 186 103 Computer hardware and software 3 years 259 67 Leasehold improvements Lesser of lease term or asset life 1,432 24 Total property and equipment 2,834 729 Less accumulated depreciation (584 ) (284 ) Property and equipment, net $ 2,250 $ 445 During 2021, the Company received $840 related to leasehold improvements funded by its landlord. These leasehold improvements are being depreciated over the shorter of the lesser of the lease term or each asset’s life. The $840 amount paid to vendors by the landlord has been included in deferred rent and leasehold improvements and is being amortized as a reduction to rent expense on a straight-line basis over the life of the lease. During 2021, in connection with a lease termination, the Company disposed of $24 of fixed assets with accumulated depreciation of $16 incurring an $8 loss on the disposal which was included in general and administrative expense. Depreciation expense for the years ended December 31, 2021 and 2020 was $316 and $157, respectively. Machinery with a gross value of $232 was acquired for cash of $47 and equipment loans of $185 in 2019. This machinery had accumulated amortization of $155 and $97 at December 31, 2021 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices Significant Significant Total Assets: Money market funds $ 171,196 $ — $ — $ 171,196 Total assets $ 171,196 $ — $ — $ 171,196 Liabilities: Warrant liabilities - public warrants $ 37,085 $ — $ — $ 37,085 Warrant liabilities - private warrants — $ — 52,936 52,936 Total liabilities $ 37,085 $ — $ 52,936 $ 90,021 December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 Money market funds are classified as cash and cash equivalents and short term investments, respectively. The fair value of the Public Warrants was determined from their value trading on the public markets. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield. For the year ended December 31, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $3.1 million presented as change in fair value of warrant liabilities on the accompanying statement of operations. The Company estimates the volatility of its warrants based on implied volatility from the Company’s publicly traded Warrants and from historical volatility of select peer companies’ 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. The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement: Private Warrants As of September 17, As of September 30, As of December 31, Volatility 62.5 % 62.5 % 60.0 % Stock price $ 11.57 $ 14.96 $ 10.62 Expected life 5.0 years 5.0 years 4.7 years Risk-free rate 0.90 % 1.00 % 1.2 % Dividend yield 0.00 % 0.00 % 0.00 % The following table shows the change in number and value of the Warrants since September 17, 2021, the date they were assumed: Public Private Total Shares Value Shares Value Shares Value September 17, 2021 17,249,991 $ 29,670 10,400,000 $ 63,440 27,649,991 $ 93,110 Exercised (1,370 ) (4 ) — — (1,370 ) (4 ) Change in value — $ 7,419 — $ (10,504 ) — $ (3,085 ) December 31, 2021 17,248,621 $ 37,085 10,400,000 $ 52,936 27,648,621 $ 90,021 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES | 6. ACCRUED EXPENSES The following table summarizes the Company’s components of accrued expenses (in thousands): Year Ended December 31, 2021 2020 Compensation and benefits related $ 3,233 $ 291 Professional services and other 865 103 Total accrued expenses $ 4,098 $ 394 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT Term Loan In October 2020, the Company entered into a term loan that provides the Company with borrowings up to $3.5 million that becomes due on April 1, 2024. The loan consists of two tranches; a $1.5 million tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021. The second tranche of $2.0 million becomes available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. Although the milestone was achieved, the Company chose not to draw down the $2.0 million tranche. The term loan is interest-only through September 30, 2021, at which time the Company made the first of 30 equal monthly payments of principal plus interest. Upon receipt of the second tranche, the interest-only window will be extended by six months to March 30, 2022, then followed by twenty-four equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination is to include a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. In the event the Company chooses to repay the term loan prior to the first anniversary of the term loan closing, a prepayment fee of 3% of the outstanding principal balance will apply. The prepayment fee is reduced to 2% if paid after the first anniversary date but before the second anniversary date and then is 1% thereafter. The prepayment fee does not apply if the Company and the bank agree to refinance the loan prior to maturity. The loan has no financial covenants but does contain monthly reporting requirements and gives the lender a first priority lien on all Company assets. No amounts were outstanding as of December 31, 2020. In March of 2021, the Company borrowed the first tranche of $1.5 million. As of December 31, 2021, million was outstanding on the term loan. Deferred Financing Costs In connection with the term loan, the Company incurred $0.1 million in expenses, inclusive of the warrant expense, which are included in other long-term assets at December 31, 2020 and were then netted against the loan proceeds drawn in March 2021. The Company is amortizing these costs over the life of the borrowing. The Company amortized $21 of deferred financing costs for the year ended December 31, 2021 Common Stock Warrant In connection with the term loan, the Company issued the lender a warrant to purchase 254,794 shares of common stock at $0.41 per share. The common stock warrant was exercisable for 10 years from the date of issuance, was structured to survive a merger or acquisition (except all-cash and/or public stock acquisitions) and allowed for cashless exercise in whole or part. The fair value of the common stock warrant was $0.33 per share at the grant date, and the Company recorded a total of $85 in deferred financing costs associated with the warrant issuances which are included in other long-term assets at December 31, 2020. At the time of the Company’s recapitalization, the lender elected to cashless exercise the warrants resulting in the net issuance of 146,577 shares of common stock. The remaining warrants were cancelled due to the Company’s decision not to borrow the second tranche. Equipment Loan s In March 2019, the Company entered into two equipment loans with a vendor for the purchase of manufacturing machinery. The equipment loans had an aggregate principal balance of $185 at inception, with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery. The equipment loans are collateralized by the underlying machinery. As of December 31, 2021 and 2020, the aggregate outstanding principal balance of the equipment loans was $16 and $63, respectively, net of current portion of $47. The following table represents the future payments required under the noncancellable equipment agreements and includes interest of $4 : Years Ended December 31, 2022 $ 50 2023 17 Total future equipment payments $ 67 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS and CONTINGENCIES The Company leases its office facility under noncancelable operating lease agreements expiring in March of 2032 . Rent expense for the years ended December 31, 2021 and 2020 was $1,447 and $447, respectively. On January 25, 2021, the Company entered into a twelve-year lease agreement that commences on April 1, 2021 and ends on February 28, 2029, for its new corporate headquarters. Rental payments due over the period of the lease total $9.7 million. On October 14, 2021, the lease was amended to add additional space and was simultaneously extended to end on March 31, 2032. Rental payments due over the period of the lease were amended from $9.7 million to $25.0 million. In November of 2021, the landlord of the Company’s lease for its previous corporate headquarters, terminated the agreement and the Company and the landlord were disputing amounts due to the parties, if any, in accordance with the terms of the lease agreement. Subsequent to year end, the Company and landlord have agreed to settle their dispute for a payment to the landlord of $118. The Company has recorded this settlement by accruing $118 to general and administrative expense as of December 31, 2021. As the lease has been terminated, the minimum lease payments that would have been due under the agreement have been excluded from the future minimum lease payments table presented below. The following table presents the future minimum lease payments required under the Company’s noncancellable operating leases at December 31, 2021: Years Ended December 31, 2022 $ 1,644 2023 2,162 2024 2,286 2025 2,358 2026 2,430 Thereafter 13,936 Total future minimum lease payments $ 24,816 Legal Proceedings — From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The Company’s entire pretax loss for the years ended December 31, 2021 and 2020 was from its U.S. domestic operations. The Company recorded a tax loss for the years ended December 31, 2021 and 2020. Therefore, the Company recorded no current or deferred income tax expense or benefit for the years ended December 31, 2021 and 2020. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Income at US Statutory Rate 21 % 21 % State taxes, net of Federal benefit 8 % 6 % Permanent differences 0 % (1 )% Change in fair value of warrants 2 % ⸻ % Transaction costs 5 % ⸻ % Stock-based compensation (1 )% ⸻ % Tax credits 4 % 4 % Change in valuation allowance (39 )% (30 )% 0 % 0 % The Company’s deferred tax assets and (liabilities) are as follows: Year Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 18,269 $ 7,602 Tax credits 2,727 1,244 Stock based compensation 657 23 Accruals and reserves 1,065 23 Depreciation and amortization 56 104 Total deferred tax assets before valuation allowance 22,774 8,996 Valuation allowance (22,774 ) (8,996 ) Net deferred tax assets $ — $ — As of December 31, 2021 and 2020 the Company is in a net deferred tax asset position. The deferred tax assets consist principally of net operating loss carryforwards and research and development tax credits. The future realization of the tax benefits from existing temporary differences and tax attributes, ultimately depends on the existence of sufficient taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of projected future taxable income, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company has determined that it was more likely than not that the Company would not recognize the benefits of its federal and state net deferred tax assets. Accordingly, the Company has a full valuation allowance against the deferred tax assets as of December 31, 2021 and 2020. The change in the valuation allowance for the years ended December 31, 2021 and 2020 was an increase of $13.8 million and $3.9 million, respectively. The Company has incurred losses since inception that would generally be available to reduce future taxable income. As of December 31, 2021, the Company had U.S. federal net operating loss carryforwards of $67.3 million which includes $2.8 million that expire at various dates from 2034 through 2037, and $64.5 million that have an unlimited carryforward period. As of December 31, 2021, the Company had state net operating loss carryforwards of $65.2 million which includes $65.0 million that expire at various dates from 2035 through 2041, and $0.2 million that have an unlimited carryforward period. As of December 31, 2021, the Company had U.S. federal and state research and development tax credits of $1.6 million and $1.4 million respectively. The future realization of the Company’s net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under Code Section 382. Under Section 382 of the Code, if a corporation undergoes an “ownership change” (as defined in Section 382 of the Code), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes. The Company files income tax returns in the U.S. federal jurisdiction and in any state and local jurisdiction in which it operates. The Company is subject to tax examination by various taxing authorities. The Company is not currently under examination and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As of December 31, 2021, the tax years from 2018 to present remain open to examination by relevant taxing jurisdictions to which the Company is subject. However, to the extent the Company utilizes net operating losses from years prior to 2018, the statute remains open to the extent of the net operating losses or other credits that are utilized. The calculation and assessment of the Company’s tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal, state and local jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, on the basis of the technical merits. As of December 31, 2021, the Company has not recorded any liabilities related to uncertain tax positions in its financial statements. Similarly, the Company has not accrued any interest and penalties related to uncertain tax positions as of December 31, 2021. The Company recognizes accrued interest and penalties, if any, related to uncertain tax positions in tax expense in its financial statements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | 10. STOCKHOLDERS’ EQUITY Authorized Shares At December 31, 2021, the Company’s authorized shares consisted of 300,000,000 shares of Class A common stock, $0.0001 par value; and 22,000,000 shares of Class B common stock, $0.0001 par value; and 1,000,000 shares of preferred stock, par value of $0.0001 per share. Legacy Vicarious Surgical Preferred Stock In connection with the Business Combination, Legacy Vicarious Surgical’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”), previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of December 31, 2021, there were no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination: Prior to Business Combination Shares Legacy Convertible Preferred Stock Authorized Issued and Outstanding Preferred Stock Series A Legacy Convertible Preferred Stock, $0.0001 par value 16,740,853 16,740,853 $ 6,477 Series A1 Legacy Convertible Preferred Stock, $0.0001 par value 26,107,321 26,107,321 16,678 Series A2 Legacy Convertible Preferred Stock, $0.0001 par value 10,036,853 10,036,853 9,995 Series A3 Legacy Convertible Preferred Stock, $0.0001 par value 18,267,057 13,665,901 13,520 Total 71,152,084 66,550,928 $ 46,670 The following describes the rights and preferences of the Company’s Legacy Convertible Preferred Stock prior to the conversion in the Business Combination: Voting Dividends Liquidation Conversion Redemption Common Stock Classes of Common Stock Class A common stock receive 1 vote per share. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for such purposes. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding, if any. Class B common stock receives 20 votes per share and converts into Class A at a one-to-one conversion rate per share. Holders of Class B common stock will share ratably together with each holder of Class A common stock, if and when any dividend is declared by the board of directors. Holders of Class B common stock have the right to convert shares of their Class B common stock into fully paid and non-assessable shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time. Upon the occurrence of certain events, holders of Class B common stock automatically convert into Class A common stock, on a one-to-one basis. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class B common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class B common stock, then outstanding, if any. Restricted Stock Agreements As of January 30, 2021 the shares were fully vested and on September 17, 2021, in connection with the recapitalization the shares were converted to Class B common stock. In 2021, subsequent to the recapitalization, the Company issued 749,691 restricted stock units (“RSUs”) of Class A common stock to employees and members of the board of directors. The RSUs vest over a four-year period. The activity for common stock subject to vesting for the years ended December 31, 2021 and 2020, is as follows: Shares Subject to Vesting Weighted Average Grant Date Fair Value Balance of unvested shares - January 1, 2020 217,602 $ 0.05 Granted 749,692 $ 12.53 Vested (269,243 ) $ 2.42 Balance of unvested shares - December 31, 2021 698,051 $ 12.54 The total stock-based compensation related to the RSUs during the years ended December 31, 2021, was $0.8 million. As of December 31, 2021, the total unrecognized stock-based compensation expense related to unvested RSUs aggregated $8.4 million and is expected to be recognized over a weighted average period of 3.3 years. The aggregate intrinsic value of the awards granted and vested during the year ended December 31, 2021 was $6.4 million and $0.5 million, respectively. The aggregate intrinsic value of RSUs outstanding at December 31, 2021 was $6.0 million. Preferred Stock Preferred stock shares authorized may be issued from time to time in one or more series, with each series terms, voting, dividend, conversion, redemption, liquidation and other rights to be determined by the Board of Directors at the time of issuance. Warrants In D8’s initial public offering, on July 17, 2020 it sold units at a price of $10.00 per unit, which consisted of one D8 Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant (each a “Public Warrant”). On July 17, 2020, simultaneously with the closing of its initial public offering, D8 consummated the Private Placement of 8,000,000 Private Placement Warrants, each exercisable to purchase one D8 Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant. On July 24, 2020, simultaneously with the sale of D8’s over-allotment units, D8 consummated a private sale of an additional 900,000 Private Placement Warrants. In connection with the Business Combination, 1,500,000 additional Private Placement Warrants were issued upon conversion of D8 working capital loans. In connection with the Business Combination, each issued and outstanding D8 Class A ordinary share automatically converted into one share of Class A common stock. Each warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. As of December 31, 2021, the Company had 17,248,621 Public Warrants and 10,400,000 Private Placement Warrants outstanding. The Public Warrants became exercisable at $11.50 per share 30 days after the completion of the September 17, 2021 Business Combination. When the warrants became redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company filed a registration statement with the SEC that was declared effective as of October 22, 2021 covering the shares of Class A common stock issuable upon exercise of the warrants and is maintaining a current prospectus relating to those shares of Class A common stock until the warrants expire, are exercised or redeemed, as specified in the warrant agreement. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; provided ● if, and only if, the last reported sale price of Class A common stock shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 11. Stock-based Compensation 2014 Plan 2021 Plan The Company grants stock options to employees at exercise prices deemed by the Board of Directors to be equal to the fair value of the common stock at the time of grant. The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black-Scholes pricing model utilizing key assumptions such as common stock price, risk-free interest rate, dividend yield, expected volatility and expected life. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgement regarding future trends. Prior to the Business Combination, the fair value of the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from a third-party valuation, the Company’s financial position and historical financial performance, the status of technological development within the Company’s proposed products, the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others, as the Company’s common stock was not actively traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock During the years ended December 31, 2021 and 2020, the Company granted options to purchase 5,870,433 and 3,415,779 shares, respectively of common stock, to employees and consultants with a fair value of $21.3 million and $0.8 million, respectively, calculated using the Black-Scholes option-pricing model with the following assumptions: 2021 2020 Risk-free interest rate 0.45% - 1.45 % 0.26% - 0.53 % Expected lives, in years 5.20 - 6.11 5.00 - 6.08 Dividend yield — % — % Expected volatility 69.66% - 71.02 % 67.45% - 70.36 % Fair value of Common Stock $ 1.90 - $13.05 $ 1.34 The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected life of employee and non-employee stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to calculate an expected life for employees. The Company does not pay a dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. At December 31, 2021 and 2020, the total gross unrecognized stock-based compensation expense related to unvested stock options aggregated $18.8 million and $1.1 million, respectively. The costs remaining as of December 31, 2021 and 2020 are expected to be recognized over a weighted-average period of 3.01 and 3.18 years, respectively. Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the statements of operations as follows: 2021 2020 Research and development $ 975 $ 335 Sales and marketing 621 (6 ) General and administrative 2,098 119 Total $ 3,694 $ 448 The Company plans to generally issue previously unissued shares of common stock for the exercise of stock options. There were 4,506,133 shares available for award under the Plan at December 31, 2021 The option activity of the Plan for the year ended December 31, 2021, is as follows: Weighted Average Remaining Exercise Contractual Life Options Price (in Years) Outstanding at January 1, 2021 8,890,535 $ 0.31 7.89 Granted 5,870,433 5.82 9.41 Exercised (1,558,908 ) 0.28 7.05 Cancelled, forfeited, or expired (1,192,292 ) 1.14 - Outstanding at December 31, 2021 12,009,768 $ 2.92 7.76 Options vested December 31, 2021 4,280,515 $ 0.50 5.28 Options vested and expected to vest at December 31, 2021 12,009,768 $ 2.92 7.76 The weighted-average grant date fair value for options granted during 2021 and 2020 was $3.62 and $0.25, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020, was $13.0 million and $33 thousand respectively. The aggregate intrinsic value of options exercisable at December 31, 2021 and 2020, was $34.7 million and $0.8 million respectively. The aggregate intrinsic value of options outstanding at December 31, 2021 and 2020, was $76.4 million and $0.9 million respectively. Common Stock Reserved for Future Issuance As of December 31, 2021 and 2020, the Company has reserved the following shares of Class A Common Stock for future issuance (in thousands): Year Ended December 31, 2021 2020 Common Stock options outstanding 12,010 8,891 Shares available for issuance under the Plan 4,506 5,699 Bank warrants - 254 Public warrants 17,249 17,250 Private warrants 10,400 10,400 Total shares of authorized Common Stock reserved for future issuance 44,165 42,494 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLAN | 12. EMPLOYEE RETIREMENT PLAN The Company maintains the Vicarious Surgical Inc. 401(k) plan, under Section 401(k) of the Internal Revenue Code, covering all eligible employees. Employees of the Company may participate in the 401(k) Plan after three months of service and must be 21 years of age . The Company offers a company-funded matching contribution which totaled $424 and $223 for each of the years ended December 31, 2021 and 2020, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 13. Net Loss Per Share The Company computes basic loss per share using net loss attributable to Vicarious Surgical Inc. common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive . For the Year Ended 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (35,207 ) $ (12,875 ) Denominator for basic and diluted net loss per share: Weighted average shares 96,690,716 78,736,661 Net loss per Class A and Class B common stock – basic and diluted $ (0.36 ) $ (0.16 ) For the years ended December 31, 2021 and 2020 the effect of dilutive securities, including non-vested stock options, restricted stock awards, and common stock warrants was excluded from the denominator for the calculation of diluted net loss per share because the Company recognized a net loss for the periods and their inclusion would be antidilutive. Dilutive securities excluded were 39,658,398 and 52,456,129 shares for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Management has evaluated subsequent events occurring through the date that these financial statements were issued and determined that no subsequent events other than that disclosed above or in the notes to these financial statements have occurred that would require recognition or disclosure in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. US GAAP provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 The carrying values of prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The fair value of Public Warrants, was determined from their trading value on public markets. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash The Company has an agreement to maintain a cash balance of $1,055 and $118 at December 31, 2021 and 2020 , respectively as collateral for letters of credit related to the Company’s leases. The balance is classified as long-term on the Company’s balance sheets as the lease periods end beginning in December 2023 through February 2029. |
Short-Term Investments | Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the years ended December 31, 2021 and 2020. The Company held no other investments as of December 31, 2021 and 2020 . |
Concentrations of Credit Risk and Off-Balance-Sheet Risk | Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing . |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As part of the Business Combination, the Company assumed 17,249,991 Public Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 10,400,000 Private Placement Warrants. All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts 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 was determined from their trading value on public markets. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. During 2021, in connection with a lease termination, the Company disposed of $24 of fixed assets with accumulated depreciation of $16 incurring an $8 loss on the disposal. |
Guarantees and Indemnifications | Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December 31, 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. |
Research and Development | Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based compensation, including stock options and warrants issued as compensation for services, at fair value and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award . The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black-Scholes pricing model utilizing key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgment regarding future trends. Prior to becoming a publicly traded company, the fair value of the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s proposed products, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others, as the Company’s common stock is was not actively traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock . |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations . The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. |
Net Loss Per Share | Net Loss Per share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive . Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive. |
Comprehensive Loss | Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for 2021 and 2020. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system . |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes s. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of business combination to the statement of cash flow and changes in equity | Recapitalization Cash - D8’s trust and cash (net of redemptions) $ 77,993 Cash - PIPE Financing 142,000 Less: Transaction costs and advisory fees (29,569 ) Net proceeds from reverse recapitalization 190,424 Less: Warrant liabilities assumed (93,110 ) Net assets and liabilities assumed in reverse recapitalization $ 97,314 |
Schedule of the number of shares of common stock issued | Number of Common stock, outstanding prior to the Business Combination 34,500,000 Less: Redemption of D8 shares (26,745,028 ) D8 Public Shares 7,754,972 D8 Sponsor Shares 8,625,000 Shares issued in PIPE financing 14,200,000 Business combination and PIPE financing shares 30,579,972 Legacy Vicarious Surgical shares (1) 88,042,340 Total shares of common stock immediately after Business Combination 118,622,312 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net Table [Abstract] | |
Schedule of property and equipment, net | Estimated December 31, Useful Lives 2021 2020 Machinery and equipment 3 to 5 years $ 957 $ 535 Furniture and fixed assets 3 to 7 years 186 103 Computer hardware and software 3 years 259 67 Leasehold improvements Lesser of lease term or asset life 1,432 24 Total property and equipment 2,834 729 Less accumulated depreciation (584 ) (284 ) Property and equipment, net $ 2,250 $ 445 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of quantitative financial assets measured at fair value on a recurring basis | December 31, 2021 Quoted Prices Significant Significant Total Assets: Money market funds $ 171,196 $ — $ — $ 171,196 Total assets $ 171,196 $ — $ — $ 171,196 Liabilities: Warrant liabilities - public warrants $ 37,085 $ — $ — $ 37,085 Warrant liabilities - private warrants — $ — 52,936 52,936 Total liabilities $ 37,085 $ — $ 52,936 $ 90,021 December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 |
Schedule of quantitative information regarding Level 3 fair value measurements | Private Warrants As of September 17, As of September 30, As of December 31, Volatility 62.5 % 62.5 % 60.0 % Stock price $ 11.57 $ 14.96 $ 10.62 Expected life 5.0 years 5.0 years 4.7 years Risk-free rate 0.90 % 1.00 % 1.2 % Dividend yield 0.00 % 0.00 % 0.00 % |
Schedule of change in number and value of warrants | Public Private Total Shares Value Shares Value Shares Value September 17, 2021 17,249,991 $ 29,670 10,400,000 $ 63,440 27,649,991 $ 93,110 Exercised (1,370 ) (4 ) — — (1,370 ) (4 ) Change in value — $ 7,419 — $ (10,504 ) — $ (3,085 ) December 31, 2021 17,248,621 $ 37,085 10,400,000 $ 52,936 27,648,621 $ 90,021 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expense and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses | Year Ended December 31, 2021 2020 Compensation and benefits related $ 3,233 $ 291 Professional services and other 865 103 Total accrued expenses $ 4,098 $ 394 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of the future payments required under the noncancellable equipment | Years Ended December 31, 2022 $ 50 2023 17 Total future equipment payments $ 67 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Years Ended December 31, 2022 $ 1,644 2023 2,162 2024 2,286 2025 2,358 2026 2,430 Thereafter 13,936 Total future minimum lease payments $ 24,816 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of company’s statutory income tax rate to the company’s effective income tax rate | Year Ended December 31, 2021 2020 Income at US Statutory Rate 21 % 21 % State taxes, net of Federal benefit 8 % 6 % Permanent differences 0 % (1 )% Change in fair value of warrants 2 % ⸻ % Transaction costs 5 % ⸻ % Stock-based compensation (1 )% ⸻ % Tax credits 4 % 4 % Change in valuation allowance (39 )% (30 )% 0 % 0 % |
Schedule of company’s deferred tax assets and liabilities | Year Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 18,269 $ 7,602 Tax credits 2,727 1,244 Stock based compensation 657 23 Accruals and reserves 1,065 23 Depreciation and amortization 56 104 Total deferred tax assets before valuation allowance 22,774 8,996 Valuation allowance (22,774 ) (8,996 ) Net deferred tax assets $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of convertible preferred stock authorized, issued and outstanding | Prior to Business Combination Shares Legacy Convertible Preferred Stock Authorized Issued and Outstanding Preferred Stock Series A Legacy Convertible Preferred Stock, $0.0001 par value 16,740,853 16,740,853 $ 6,477 Series A1 Legacy Convertible Preferred Stock, $0.0001 par value 26,107,321 26,107,321 16,678 Series A2 Legacy Convertible Preferred Stock, $0.0001 par value 10,036,853 10,036,853 9,995 Series A3 Legacy Convertible Preferred Stock, $0.0001 par value 18,267,057 13,665,901 13,520 Total 71,152,084 66,550,928 $ 46,670 |
Schedule of activity for common stock subject to vesting | Shares Subject to Vesting Weighted Average Grant Date Fair Value Balance of unvested shares - January 1, 2020 217,602 $ 0.05 Granted 749,692 $ 12.53 Vested (269,243 ) $ 2.42 Balance of unvested shares - December 31, 2021 698,051 $ 12.54 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation Tables [Abstract] | |
Schedule of stock based compensation black-Scholes option-pricing model | 2021 2020 Risk-free interest rate 0.45% - 1.45 % 0.26% - 0.53 % Expected lives, in years 5.20 - 6.11 5.00 - 6.08 Dividend yield — % — % Expected volatility 69.66% - 71.02 % 67.45% - 70.36 % Fair value of Common Stock $ 1.90 - $13.05 $ 1.34 |
Schedule of stock-based awards granted | 2021 2020 Research and development $ 975 $ 335 Sales and marketing 621 (6 ) General and administrative 2,098 119 Total $ 3,694 $ 448 |
Schedule of option activity of the Plan | Weighted Average Remaining Exercise Contractual Life Options Price (in Years) Outstanding at January 1, 2021 8,890,535 $ 0.31 7.89 Granted 5,870,433 5.82 9.41 Exercised (1,558,908 ) 0.28 7.05 Cancelled, forfeited, or expired (1,192,292 ) 1.14 - Outstanding at December 31, 2021 12,009,768 $ 2.92 7.76 Options vested December 31, 2021 4,280,515 $ 0.50 5.28 Options vested and expected to vest at December 31, 2021 12,009,768 $ 2.92 7.76 |
Schedule of shares of class A common stock | Year Ended December 31, 2021 2020 Common Stock options outstanding 12,010 8,891 Shares available for issuance under the Plan 4,506 5,699 Bank warrants - 254 Public warrants 17,249 17,250 Private warrants 10,400 10,400 Total shares of authorized Common Stock reserved for future issuance 44,165 42,494 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computes basic loss per share | For the Year Ended 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (35,207 ) $ (12,875 ) Denominator for basic and diluted net loss per share: Weighted average shares 96,690,716 78,736,661 Net loss per Class A and Class B common stock – basic and diluted $ (0.36 ) $ (0.16 ) |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Apr. 15, 2021 | Dec. 31, 2021 | |
Nature of Business and Basis of Presentation (Details) [Line Items] | ||
Cash | $ 190,424 | |
Transaction costs | $ 29,569 | |
Business Combination [Member] | ||
Nature of Business and Basis of Presentation (Details) [Line Items] | ||
Business combination agreement, description | On April 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with D8 Holdings Corp (“D8”) to effect a business combination between D8 and the Company with the Company surviving the merger as a wholly owned subsidiary of D8 (the “Business Combination”). On September 17, 2021 the Merger Agreement was effected, and each share of Vicarious Surgical Inc. stock was exchanged for 3.29831 shares of D8 common stock. The Company received total proceeds of $77,993 after redemptions. In connection with the Business Combination, D8 entered into subscription agreements with subscribers who agreed to purchase an aggregate of 14,200,000 shares of Class A common stock for a purchase price of $142,000 (the “PIPE”), all of which were issued on the effective date. | |
Business combination acquire, description | In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to September 17, 2021, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 3.29831 established in the Business Combination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Going concern | 1 year | |
Cash balance | $ 1,055 | $ 118 |
Private placement warrants (in Shares) | 10,400,000 | |
Disposed of fixed assets | $ 24 | |
Accumulated depreciation | 16 | |
Loss on disposal | $ 8 | |
Percentage of recognized amount | 50.00% | |
Public Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Public warrants (in Shares) | 17,249,991 |
Acquisition (Details)
Acquisition (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisition (Details) [Line Items] | |||
Exchange ratio of shares converted into common stock | 3.29831 | 3.29831 | |
Increased total number of authorized shares of all classes of capital stock | 143,931,076 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Aggregate shares of common stock | 14,200,000 | ||
Aggregate purchase price (in Dollars) | $ 142,000 | ||
Business Acquisition [Member] | |||
Acquisition (Details) [Line Items] | |||
Aggregate purchase price (in Dollars per share) | $ 10 | ||
Class A Common Stock [Member] | |||
Acquisition (Details) [Line Items] | |||
Designated shares of common stock | 124,141,216 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class B Common Stock [Member] | |||
Acquisition (Details) [Line Items] | |||
Designated shares of common stock | 19,789,860 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of business combination to the statement of cash flow and changes in equity $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of business combination to the statement of cash flow and changes in equity [Abstract] | |
Cash - D8’s trust and cash (net of redemptions) | $ 77,993 |
Cash - PIPE Financing | 142,000 |
Less: Transaction costs and advisory fees | (29,569) |
Net proceeds from reverse recapitalization | 190,424 |
Less: Warrant liabilities assumed | (93,110) |
Net assets and liabilities assumed in reverse recapitalization | $ 97,314 |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of number of shares of common stock issued | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | ||
Schedule of number of shares of common stock issued [Abstract] | ||
Common stock, outstanding prior to the Business Combination | 34,500,000 | |
Less: Redemption of D8 shares (in Dollars) | $ | $ (26,745,028) | |
D8 Public Shares | 7,754,972 | |
D8 Sponsor Shares | 8,625,000 | |
Shares issued in PIPE financing | 14,200,000 | |
Business combination and PIPE financing shares | 30,579,972 | |
Legacy Vicarious Surgical shares | 88,042,340 | [1] |
Total shares of common stock immediately after Business Combination | 118,622,312 | |
[1] | The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the business combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Leasehold improvements | $ 840 | |||
Amount paid to vendors | 840 | |||
Disposed of fixed assets | 24 | |||
Accumulated depreciation | 16 | |||
Loss on the disposal | 8 | |||
Depreciation expense | $ 157 | 316 | $ 157 | |
Machinery gross value | $ 232 | |||
Cash | 47 | |||
Equipment loans | $ 185 | |||
Accumulated amortization | $ 155 | $ 97 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 729 | $ 2,834 |
Less accumulated depreciation | (284) | (584) |
Property and equipment, net | 445 | 2,250 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 535 | 957 |
Furniture and fixed assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 103 | 186 |
Computer hardware and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Total property and equipment | $ 67 | 259 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 24 | $ 1,432 |
Property and equipment, estimated useful lives, description | Lesser of lease term or asset life | |
Minimum [Member] | Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Minimum [Member] | Furniture and fixed assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | |
Maximum [Member] | Furniture and fixed assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 7 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value of liabilities | $ 3.1 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative financial assets measured at fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Money market funds | $ 171,196 | $ 15,768 |
Total assets | 171,196 | 15,768 |
Liabilities: | ||
Warrant liabilities - public warrants | 37,085 | |
Warrant liabilities - private warrants | 52,936 | |
Total liabilities | 90,021 | |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | ||
Assets: | ||
Money market funds | 171,196 | 15,768 |
Total assets | 171,196 | 15,768 |
Liabilities: | ||
Warrant liabilities - public warrants | 37,085 | |
Warrant liabilities - private warrants | ||
Total liabilities | 37,085 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Money market funds | ||
Total assets | ||
Liabilities: | ||
Warrant liabilities - public warrants | ||
Warrant liabilities - private warrants | ||
Total liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Money market funds | ||
Total assets | ||
Liabilities: | ||
Warrant liabilities - public warrants | ||
Warrant liabilities - private warrants | 52,936 | |
Total liabilities | $ 52,936 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | Sep. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2021 |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | |||
Volatility | 62.50% | 62.50% | 60.00% |
Stock price (in Dollars per share) | $ 11.57 | $ 14.96 | $ 10.62 |
Expected life | 5 years | 5 years | 4 years 8 months 12 days |
Risk-free rate | 0.90% | 1.00% | 1.20% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in number and value of warrants | 3 Months Ended |
Dec. 31, 2021USD ($)shares | |
Fair Value Measurements (Details) - Schedule of change in number and value of warrants [Line Items] | |
Shares at beginning | shares | 27,649,991 |
Value at beginning | $ | $ 93,110 |
Exercised | shares | (1,370) |
Exercised | $ | $ (4) |
Change in value | shares | |
Change in value | $ | $ (3,085) |
Shares at ending | shares | 27,648,621 |
Value at ending | $ | $ 90,021 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of change in number and value of warrants [Line Items] | |
Shares at beginning | shares | 17,249,991 |
Value at beginning | $ | $ 29,670 |
Exercised | shares | (1,370) |
Exercised | $ | $ (4) |
Change in value | shares | |
Change in value | $ | $ 7,419 |
Shares at ending | shares | 17,248,621 |
Value at ending | $ | $ 37,085 |
Private [Member] | |
Fair Value Measurements (Details) - Schedule of change in number and value of warrants [Line Items] | |
Shares at beginning | shares | 10,400,000 |
Value at beginning | $ | $ 63,440 |
Exercised | shares | |
Exercised | $ | |
Change in value | shares | |
Change in value | $ | $ (10,504) |
Shares at ending | shares | 10,400,000 |
Value at ending | $ | $ 52,936 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses [Abstract] | ||
Compensation and benefits related | $ 3,233 | $ 291 |
Professional services and other | 865 | 103 |
Total accrued expenses | $ 4,098 | $ 394 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||||
Company borrowing | $ 3,500 | |||
Tranche, description | The loan consists of two tranches; a $1.5 million tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021. The second tranche of $2.0 million becomes available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. Although the milestone was achieved, the Company chose not to draw down the $2.0 million tranche. | |||
Term loan, description | The term loan is interest-only through September 30, 2021, at which time the Company made the first of 30 equal monthly payments of principal plus interest. Upon receipt of the second tranche, the interest-only window will be extended by six months to March 30, 2022, then followed by twenty-four equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination is to include a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. In the event the Company chooses to repay the term loan prior to the first anniversary of the term loan closing, a prepayment fee of 3% of the outstanding principal balance will apply. The prepayment fee is reduced to 2% if paid after the first anniversary date but before the second anniversary date and then is 1% thereafter. The prepayment fee does not apply if the Company and the bank agree to refinance the loan prior to maturity | |||
Outstanding term loan | $ 1,500 | $ 1,400 | ||
Incurred expenses | $ 100 | |||
Warrant to purchase shares (in Shares) | 254,794 | |||
Common stock price per share (in Dollars per share) | $ 0.41 | |||
Exercise of warrant term | 10 years | |||
Fair value of common stock warrant per share (in Shares) | 0.33 | |||
Total deferred financing costs | $ 85 | |||
Net insurance shares of common stock (in Shares) | 146,577 | |||
Equipment loans, description | The equipment loans had an aggregate principal balance of $185 at inception, with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery. The equipment loans are collateralized by the underlying machinery. As of December 31, 2021 and 2020, the aggregate outstanding principal balance of the equipment loans was $16 and $63, respectively, net of current portion of $47. |
Debt (Details) - Schedule of th
Debt (Details) - Schedule of the future payments required under the noncancellable equipment $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of the future payments required under the noncancellable equipment [Abstract] | |
2022 | $ 50 |
2023 | 17 |
Total future equipment payments | $ 67 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | Jan. 25, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||
Rental payments due | $ 9,700 | ||
Payment to landlord | $ 118 | ||
General and administrative expense | $ 118 | ||
Minimum [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Rental payments due | 9,700 | ||
Maximum [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Rental payments due | $ 25,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2022 | $ 1,644 |
2023 | 2,162 |
2024 | 2,286 |
2025 | 2,358 |
2026 | 2,430 |
Thereafter | 13,936 |
Total future minimum lease payments | $ 24,816 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Valuation allowance | $ 13.8 | $ 3.9 |
Net operating loss carryforwards | 2.8 | |
Net operating loss unlimited carryforwards | 64.5 | |
State net operating loss carryforwards | 65 | |
State net operating loss unlimited carryforward | 0.2 | |
Research and development tax credits | 1.4 | |
Foreign Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 67.3 | |
Research and development tax credits | 1.6 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
State net operating loss carryforwards | $ 65.2 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of company’s statutory income tax rate to the company’s effective income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of company’s statutory income tax rate to the company’s effective income tax rate [Abstract] | ||
Income at US Statutory Rate | 21.00% | 21.00% |
State taxes, net of Federal benefit | 8.00% | 6.00% |
Permanent differences | 0.00% | (1.00%) |
Change in fair value of warrants | 2.00% | |
Transaction costs | 5.00% | |
Stock-based compensation | (1.00%) | |
Tax credits | 4.00% | 4.00% |
Change in valuation allowance | (39.00%) | (30.00%) |
Total | 0.00% | 0.00% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of company’s deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 18,269 | $ 7,602 |
Tax credits | 2,727 | 1,244 |
Stock based compensation | 657 | 23 |
Accruals and reserves | 1,065 | 23 |
Depreciation and amortization | 56 | 104 |
Total deferred tax assets before valuation allowance | 22,774 | 8,996 |
Valuation allowance | (22,774) | (8,996) |
Net deferred tax assets |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 24, 2020 | Jul. 17, 2020 | Sep. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock gross proceeds (in Dollars) | $ 40 | ||||
Preferred stock share holders percentage | 50.00% | ||||
Restricted stock agreement, description | In 2014, the Company issued 19,789,860 shares of Legacy Class A common stock to the initial founders of the Company at par that contained a repurchase right by the Company at the lesser of the original purchase price of $0.0001 per share or the then current fair value of the share, which lapsed over a four-year period. In 2016 and 2018 these shares were amended with respect to the lapse of the repurchase rights, such that beginning as of January 2018 60% percent of the shares were vested and the remaining shares vest over a thirty-six month period. | ||||
Recognized over a weighted average period | 3 years 3 months 18 days | ||||
Price per share | $ 0.41 | ||||
Exercisable to purchase price per share | $ 11.5 | ||||
Additional shares (in Shares) | 900,000 | ||||
Private placement warrants outstanding (in Shares) | 10,400,000 | ||||
Exercisable price per share | $ 11.5 | ||||
Warrant description | Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may call the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||||
Business Acquisition [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Business Combination Description | If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Issued shares (in Shares) | 749,691 | ||||
Stock-based compensation (in Dollars) | $ 0.8 | ||||
Total unrecognized stock-based compensation expense (in Dollars) | 8.4 | ||||
Granted aggregate intrinsic value (in Dollars) | 6.4 | ||||
Vested aggregate intrinsic value (in Dollars) | 0.5 | ||||
Outstanding aggregate intrinsic value (in Dollars) | $ 6 | ||||
IPO [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, par value | 0.0001 | ||||
Price per share | 10 | ||||
Private Placement [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Price per share | $ 1 | ||||
Private placement warrants (in Shares) | 8,000,000 | ||||
Additional shares (in Shares) | 1,500,000 | ||||
Public warrants (in Shares) | 17,248,621 | ||||
Class A Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized (in Shares) | 300,000,000 | ||||
Common stock, par value | $ 0.0001 | 0.0001 | |||
Warrant description | Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. The Company may call the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.10 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock; and | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Price per share | $ 11.5 | ||||
Class B Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized (in Shares) | 22,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Series A Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred Stock price per share | 0.3926 | ||||
Preferred stock conversion price per share | 0.3926 | ||||
Series A1 Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred Stock price per share | 0.642 | ||||
Preferred stock conversion price per share | 0.642 | ||||
Series A2 Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred Stock price per share | 0.9963 | ||||
Preferred stock conversion price per share | 0.9963 | ||||
Series A3 Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred Stock price per share | 0.9963 | ||||
Preferred stock conversion price per share | $ 0.9963 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of convertible preferred stock authorized, issued and outstanding | Dec. 31, 2021USD ($)shares |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 71,152,084 |
Prior to Business Combination, Issued | 66,550,928 |
Prior to Business Combination, Outstanding | 66,550,928 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 46,670 |
Series A Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 16,740,853 |
Prior to Business Combination, Issued | 16,740,853 |
Prior to Business Combination, Outstanding | 16,740,853 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 6,477 |
Series A1 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 26,107,321 |
Prior to Business Combination, Issued | 26,107,321 |
Prior to Business Combination, Outstanding | 26,107,321 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 16,678 |
Series A2 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 10,036,853 |
Prior to Business Combination, Issued | 10,036,853 |
Prior to Business Combination, Outstanding | 10,036,853 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 9,995 |
Series A3 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 18,267,057 |
Prior to Business Combination, Issued | 13,665,901 |
Prior to Business Combination, Outstanding | 13,665,901 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 13,520 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of activity for common stock subject to vesting | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Schedule of activity for common stock subject to vesting [Abstract] | |
Beginning Balance of Unvested Shares, Shares Subject to Vesting (in Shares) | shares | 217,602 |
Beginning Balance of Unvested Shares, Weighted Average Grant Date Fair Value | $ 0.05 |
Granted, Shares Subject to Vesting, | 749,692 |
Granted, Weighted Average Grant Date Fair Value | $ 12.53 |
Vested, Shares Subject to Vesting, (in Shares) | shares | (269,243) |
Vested, Weighted Average Grant Date Fair Value | $ 2.42 |
Ending Balance of Unvested Shares, Shares Subject to Vesting (in Shares) | shares | 698,051 |
Ending Balance of Unvested Shares, Weighted Average Grant Date Fair Value | $ 12.54 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||
Nonemployees expire | 3 years 3 months 18 days | |
Granted options to purchase (in Shares) | 5,870,433 | 3,415,779 |
Employees and consultants fair value | $ 21,300 | $ 800 |
Stock-based compensation expense | $ 18,800 | $ 1,100 |
Weighted average period | 3 years 3 days | 3 years 2 months 4 days |
Shares granted plan (in Shares) | 4,506,133 | |
Weighted average grant-date fair value of stock options granted (in Dollars per share) | $ 3.62 | $ 0.25 |
Aggregate intrinsic value of options exercised | $ 13,000 | $ 33 |
Aggregate intrinsic value of options exercisable | 34,700 | 800 |
Aggregate intrinsic value of options outstanding | $ 76,400 | $ 900 |
2014 Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Stock-based compensation options and restricted stock vest | 25.00% | |
Grant rate | 6.25% | |
Nonemployees expire | 10 years | |
2021 Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Stock-based compensation options and restricted stock vest | 25.00% | |
Grant rate | 6.25% | |
Nonemployees expire | 10 years | |
Class A Common Stock [Member] | 2014 Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Share based compensation award (in Shares) | 19,914,315 | |
Class B Common Stock [Member] | 2021 Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Share based compensation award (in Shares) | 18,384,074 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock based compensation black-Scholes option-pricing model - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock based compensation black-Scholes option-pricing model [Line Items] | ||
Dividend yield | ||
Fair value of Common Stock (in Dollars) | $ 1.34 | |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock based compensation black-Scholes option-pricing model [Line Items] | ||
Risk-free interest rate | 0.45% | 0.26% |
Expected lives, in years | 5 years 2 months 12 days | 5 years |
Expected volatility | 69.66% | 67.45% |
Fair value of Common Stock (in Dollars) | $ 1.9 | |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock based compensation black-Scholes option-pricing model [Line Items] | ||
Risk-free interest rate | 1.45% | 0.53% |
Expected lives, in years | 6 years 1 month 9 days | 6 years 29 days |
Expected volatility | 71.02% | 70.36% |
Fair value of Common Stock (in Dollars) | $ 13.05 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock-based awards granted - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock-based awards granted [Abstract] | ||
Research and development | $ 975 | $ 335 |
Sales and marketing | 621 | (6) |
General and administrative | 2,098 | 119 |
Total | $ 3,694 | $ 448 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of option activity of the Plan | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Schedule of option activity of the Plan [Abstract] | |
Beginning balance, Options | shares | 8,890,535 |
Beginning balance, Exercise Price | $ / shares | $ 0.31 |
Beginning balance, Remaining Contractual Life | 7 years 10 months 20 days |
Granted Options | shares | 5,870,433 |
Granted Exercise Price | $ / shares | $ 5.82 |
Granted Remaining Contractual Life | 9 years 4 months 28 days |
Exercised Options | shares | (1,558,908) |
Exercised Exercise Price | $ / shares | $ 0.28 |
Exercised Remaining Contractual Life | 7 years 18 days |
Repurchased, cancelled, forfeited, or expired Options | shares | (1,192,292) |
Repurchased, cancelled, forfeited, or expired Exercise Price | $ / shares | $ 1.14 |
Repurchased, cancelled, forfeited, or expired Remaining Contractual Life | |
Ending Balance, Options | shares | 12,009,768 |
Ending Balance, Exercise Price | $ / shares | $ 2.92 |
Ending Balance, Remaining Contractual Life | 7 years 9 months 3 days |
Options vested, Options | shares | 4,280,515 |
Options vested, Exercise Price | $ / shares | $ 0.5 |
Options vested, Weighted Average Remaining Contractual Life | 5 years 3 months 10 days |
Options vested and expected to vest, Options | shares | 12,009,768 |
Options vested and expected to vest, Exercise Price | $ / shares | $ 2.92 |
Options vested and expected to vest, Weighted Average Remaining Contractual Life | 7 years 9 months 3 days |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of shares of class A common stock - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 44,165 | 42,494 |
Common Stock options outstanding [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 12,010 | 8,891 |
Shares available for issuance under the Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 4,506 | 5,699 |
Bank warrants [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 254 | |
Public warrants [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 17,249 | 17,250 |
Private warrants [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 10,400 | 10,400 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Funded matching contribution | $ 424 | $ 223 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Dilutive securities | 39,658,398 | 52,456,129 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computes basic loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted net loss per share: | ||
Net loss | $ (35,207) | $ (12,875) |
Denominator for basic and diluted net loss per share: | ||
Weighted average shares | 96,690,716 | 78,736,661 |
Net loss per share of Class A and Class B common stock - basic and diluted | $ (0.36) | $ (0.16) |