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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 8, 2021

 

 

 

VICARIOUS SURGICAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

  001-39384   87-2678169
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer
Identification No.)

 

78 Fourth Avenue

Waltham, Massachusetts

 

 

02451 

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (617) 868-1700

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

  Trading Symbol(s)   Name of each exchange on
which registered
Class A common stock, par value $0.0001 per share   RBOT   The New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share   RBOT WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 8, 2021, Vicarious Surgical Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2021 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 7.01 Regulation FD Disclosure.

 

On November 8, 2021, the Company posted an investor presentation to the Investor Relations section of its website www.vicarioussurgical.com, in connection with the earnings call for the quarter ended September 30, 2021. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated November 8, 2021
99.2   Investor Presentation dated November 8, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VICARIOUS SURGICAL INC.
   
  By: /s/ Adam Sachs
  Name:  Adam Sachs
  Title: President and Chief Executive Officer
     
Date: November 8, 2021    

 

 

2

 

Exhibit 99.1

 

Vicarious Surgical Reports Third Quarter 2021 Financial Results

 

WALTHAM, Mass.--(BUSINESS WIRE)-- Vicarious Surgical Inc. (“Vicarious Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve patient outcomes as well as both cost and efficiency of surgical procedures, today announced third quarter 2021 financial results.

 

“This quarter marks our entry into the public markets, and I am incredibly proud of our teams and employees for their contributions to our company’s growth to-date. We are well positioned to continue development of our next generation robotics system and are also pleased to announce that we have just filed a detailed regulatory plan in the form of a pre-submission to the FDA,” said Adam Sachs, CEO of Vicarious Surgical. “We remain committed to transforming outcomes for surgeons and patients alike, and today, we are one step closer.”

 

Third Quarter 2021 Financial Results

 

Operating expenses were $8.6 million for the third quarter of 2021, compared to $3.3 million in the corresponding prior year period, which represents an increase of 156.2%.

 

R&D expenses for the third quarter of 2021 were $5.2 million, compared to $2.5 million in the third quarter of 2020.

 

General and administrative expenses for the third quarter of 2021 were $2.5 million, compared to $0.5 million in the third quarter of 2020.

 

Sales and marketing expenses for the third quarter of 2021 were $0.8 million, compared to $0.4 million in the third quarter of 2020.

 

Adjusted net loss for the third quarter was $8.6 million, equating to a loss of $0.09 cents per share, as compared to a net loss of $3.3 million, or a loss of $0.04 cents per share, for the same period of the prior year. Net loss for the third quarter was $65.5 million dollars, equating to a net loss per share of $0.71 cents per share, as compared to a net loss of $3.3 million or a loss of $0.04 cents per share for the same period of the prior year.

 

Cash, cash equivalents, and short-term investments were $185 million as of September 30, 2021. Cash burn rate for the third quarter of 2021, excluding the impact of the recently closed merger, was $13.1 million.

 

 

 

 

Conference Call

 

Vicarious Surgical will host a conference call at 4:30 p.m. ET on Monday, November 8, 2021 to discuss its third quarter 2021 financial results. The call may be accessed through an operator by dialing 1 (646) 904 5544 for domestic callers or + 1 (929) 526 1599 for international callers, using access code: 628160. A live and archived webcast of the event will be available at https://investor.vicarioussurgical.com/.

 

About Vicarious Surgical

 

Founded in 2014, Vicarious Surgical is a next-generation robotics company developing a disruptive technology with the goals of increasing the efficiency of surgical procedures, improving patient outcomes and reducing healthcare costs. The Company’s novel surgical approach uses a combination of proprietary human-like surgical robots and virtual reality to transport surgeons inside the patient to perform minimally invasive surgery. The Company’s technology was granted Breakthrough Device Designation by the FDA, and Vicarious Surgical believes the Vicarious System is the first surgical robot to receive this designation from the FDA. The Company is led by an experienced team of technologists, medical device professionals and physicians, and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Mass. Learn more at www.vicarioussurgical.com.

 

Use of Non-GAAP Financial Measures

 

In addition to providing financial measurements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Vicarious Surgical provides additional financial metrics that are not prepared in accordance with U.S. GAAP (“non-GAAP”). The non-GAAP financial measures included in this press release are Adjusted Net Loss and Adjusted Earnings Per Share (“Adjusted EPS”, together “Non-GAAP Financial Measures”). The Company presents Non-GAAP Financial Measures in order to assist readers of its consolidated financial statements in understanding the core operating results that its management uses to evaluate the business and for financial planning purposes. Vicarious Surgical’s Non-GAAP financial measures provide an additional tool for investors to use in comparing its financial performance over multiple periods.

 

Adjusted Net Loss and Adjusted EPS are key performance measures that Vicarious Surgical’s management uses to assess its operating performance. These Non-GAAP Financial Measures facilitate internal comparisons of the Vicarious Surgical’s operating performance on a more consistent basis. Vicarious Surgical uses these performance measures for business planning purposes and forecasting. Vicarious Surgical believes that the Non-GAAP Financial Measures enhance an investor’s understanding of Vicarious Surgical’s financial performance as it is useful in assessing its operating performance from period-to-period by excluding certain items that Vicarious Surgical believes are not representative of its core business.

 

2

 

 

The Non-GAAP Financials Measures may not be comparable to similarly titled measures of other companies because they may not calculate this measure in the same manner. Adjusted Net Loss and Adjusted EPS are not prepared in accordance with U.S. GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. When evaluating Vicarious Surgical’s performance, you should consider the Non-GAAP Financial Measures alongside other financial performance measures prepared in accordance with U.S. GAAP, including net loss.

 

The Non-GAAP Financial Measures do not replace the presentation of Vicarious Surgical’s U.S. GAAP financial results and should only be used as a supplement to, not as a substitute for, Vicarious Surgical’s financial results presented in accordance with U.S. GAAP. In this press release, Vicarious Surgical has provided a reconciliation of Adjusted Net Loss to net loss, the most directly comparable U.S. GAAP financial measure and the calculation for Adjusted EPS. A reconciliation of Adjusted Net Loss to corresponding U.S. GAAP measures is not available on a forward-looking basis because Vicarious Surgical is unable to predict with reasonable certainty the impact of earnings or charges resulting from matters Vicarious Surgical considers not to be reflective, on a recurring basis, of its ongoing operations, and other such items without unreasonable effort, such as changes in future fair value of warranty liabilities that have been excluded from historical Adjusted Net Income. These items are uncertain, depend on various factors, and could be material to the Vicarious Surgical’s results computed in accordance with U.S. GAAP. Management strongly encourages investors to review Vicarious Surgical’s financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The company’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical facts contained herein, including without limitation the statements under “Financial Guidance”, and the quotations of our Chief Executive Officer regarding Vicarious Surgical’s opportunity, among other things, are forward-looking statements that reflect the current beliefs and expectations of management. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Vicarious Surgical’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impact of COVID-19 on Vicarious Surgical’s business; changes in applicable laws or regulations; the ability of Vicarious Surgical to raise financing in the future; the success, cost and timing of Vicarious Surgical’s product and service development activities; the potential attributes and benefits of Vicarious Surgical’s products and services; Vicarious Surgical’s ability to obtain and maintain regulatory approval for the Vicarious System, and any related restrictions and limitations of any approved product; Vicarious Surgical’s ability to identify, in-license or acquire additional technology; Vicarious Surgical’s ability to maintain its existing license, manufacture, supply and distribution agreements; Vicarious Surgical’s ability to compete with other companies currently marketing or engaged in the development of products and services that Vicarious Surgical is currently marketing or developing; the size and growth potential of the markets for Vicarious Surgical’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of Vicarious Surgical’s products and services and reimbursement for medical procedures conducted using its products and services; the company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Vicarious Surgical’s financial performance; and other risks and uncertainties indicated from time to time in Vicarious Surgical’s filings with the SEC. Vicarious Surgical cautions that the foregoing list of factors is not exclusive. The company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Vicarious Surgical does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

1 As of the date of this press release, Vicarious Surgical is not aware of any surgical robotics company that has received Breakthrough Device Designation for a full robotics system.

 

Investor Inquiries:

Marissa Bych

Gilmartin Group LLC

ir@vicarioussurgical.com

 

Press and Media Inquiries:

Jill Gross
Matter Communications
media@vicarioussurgical.com

 

3

 

 

VICARIOUS SURGICAL INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands except, per share data)

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2021     2020     2021     2020  
Operating expenses:                        
Research and development   $ 5,189     $ 2,504     $ 12,804     $ 6,831  
Sales and marketing     842       362       1,393       776  
General and administrative     2,530       475       6,206       1,594  
Total operating expenses     8,561       3,341       20,403       9,201  
Loss from operations     (8,561 )     (3,341 )     (20,403 )     (9,201 )
Other income (expense):                                
Change in fair value of warrant liabilities     (56,887 )           (56,887 )      
Interest income           1       1       114  
Interest expense     (31 )     (1 )     (59 )     (4 )
Loss before income taxes     (65,479 )     (3,341 )     (77,348 )     (9,091 )
Provision for income taxes                        
Net loss and comprehensive loss   $ (65,479 )   $ (3,341 )   $ (77,348 )   $ (9,091 )
Net loss per share of Class A and Class B common stock, basic and diluted   $ (0.71 )   $ (0.04 )   $ (0.87 )   $ (0.12 )

 

4

 

 

UNAUDITED CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

 

    September 30,     December 31,  
    2021     2020  
Assets            
Current assets:            
Cash and cash equivalents   $ 185,046     $ 16,867  
Prepaid expenses and other current assets     6,179       258  
Total current assets     191,225       17,125  
Restricted cash     622       118  
Property and equipment, net     1,517       445  
Other long-term assets           100  
Total assets   $ 193,364     $ 17,788  
                 
Liabilities, Convertible Preferred Stock and Stockholders’ Equity                
Current liabilities:                
Accounts payable   $ 848     $ 373  
Accrued expenses     1,615       394  
Current portion of equipment loans     47       47  
Current portion of term loan     600        
Total current liabilities     3,110       814  
Deferred rent     1,467       58  
Equipment loans, net of current portion     28       63  
Term loan, net of current portion and issuance costs     836        
Warrant liabilities     178,287        
Total liabilities     183,728       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 September 30, 2021 and December 31, 2020            

Class A Common stock, $0.0001 par value; 300,000,000 and 200,000,000 authorized, and 98,832,452 and 67,640,740 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

    10       7  

Class B Common stock, $0.0001 par value; 22,000,000 and 20,000,000 shares authorized, and 19,789,860 and 19,572,257 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

    2       2  
Additional paid-in capital     118,563       48,435  
Accumulated deficit     (108,939 )     (31,591 )
Total stockholders’ equity     9,636       16,853  
                 
Total liabilities and stockholders’ equity   $ 193,364     $ 17,788  

 

5

 

 

VICARIOUS SURGICAL INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands except per share data)

 

Adjusted net loss and Adjusted EPS

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2021     2020     2021     2020  
Net Loss   $ (65,479 )   $ (3,341 )   $ (77,348 )   $ (9,091 )
Change in fair value of warrant liabilities     (56,887 )     -       (56,887 )     -  
Adjusted net loss   $ (8,592 )   $ (3,341 )   $ (20,461 )   $ (9,091 )
Adjusted EPS   $ (0.09 )   $ (0.04 )   $ (0.23 )   $ (0.12 )

 

 

6

 

Exhibit 99.2

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 INVESTOR PRESENTATION NOVEMBER 2021

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 2 00 | SUMMARY DISCLAIMER This presentation contains forward - looking statements. All statements other than statements of historical facts contained herein are forward - looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the statements regarding [financial projections], market opportunity, and statements about the development, regulatory pathway and commercialization of the Vicarious System. Such forward - looking statements involve known and unknown risks, uncertainties, and other important factors that may cause Vicarious Surgical’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward - looking statements. Such risks and uncertainties include, among others, the risks and uncertainties of the duration, extent and impact of the COVID - 19 pandemic, including market acceptance of the Vicarious System; the ability to develop and commercialize the Vicarious System; the ability to identify new medical procedures for Vicarious Surgical technology; the retention of key personnel and employees and the ability to attract, recruit, train, retain, motivate and integrate key personnel and employees; risks and uncertainties relating to developing, optimizing and operating Vicarious Surgical sales and distribution channels; the ability to enter into and maintain arrangements with third parties to sell and market Vicarious Surgical products; risks and uncertainties of obtaining FDA approval of marketing authorization for current Vicarious Surgical products or any future Vicarious Surgical products and technologies; the ability to maintain any technological or competitive advantage over Vicarious Surgical competitors and potential competitors; risks of third party claims alleging infringement of patents and proprietary rights or seeking to invalidate Vicarious Surgical’s or Vicarious Surgical’s partner’s patents or proprietary rights; and the risk that Vicarious Surgical’s proprietary rights may be insufficient to protect its technologies. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward - looking statements, as well as risks relating to Vicarious Surgical’s business in general, see Vicarious Surgical’s risk factors set forth in Vicarious Surgical’s Current Report on Form 8 - K filed with the Securities and Exchange Commission (SEC) on September 23, 2021 and subsequent filings with the SEC. Additional risk factors may be described in the “Risk Factors” section of Vicarious Surgical’s Quarterly Report on Form 10 - Q to be filed with the SEC on or about [November 8], 2021. In addition, many of the foregoing risks and uncertainties are, and could be, exacerbated by the COVID - 19 pandemic and any worsening of global or regional business and economic environment as a result. Any forward - looking statements contained in this presentation speak only as of the date hereof, and Vicarious Surgical specifically disclaims any obligation to update any forward - looking statement, whether as a result of new information, future events or otherwise.

 

 

KEY INVESTMENT HIGHLIGHTS 00 | SUMMARY 3 NEXT GENERATION ROBOTICS TECHNOLOGY DESIGNED TO SOLVE MANUAL AND ROBOT - ASSISTED SURGERY SHORTCOMINGS TAPPING INTO A $136B MARKET; 96.8% UNADDRESSED BY ROBOTICS 1 ABILITY TO ADDRESS MOST ABDOMINAL PROCEDURES DEVELOPED IN STEALTH BY VISIONARY MANAGEMENT TEAM AND INVESTORS ONLY ROBOT WITH FDA BREAKTHROUGH DESIGNATION 2 [1] VICARIOUS ESTIMATES FROM DATA SOURCED FROM LSI MARKET SIZE ANALYSIS AND PUBLIC FILINGS. INCLUDES ONLY PROCEDURES THAT COULD BE ADDRESSED BY VICARIOUS THROUGH 2027 [2] AS OF THE DATE OF THIS PRESENTATION, VICARIOUS IS NOT AWARE OF ANY SURGICAL ROBOTICS COMPANY THAT HAS ANNOUNCED RECEIVING BREAKTHROUGH DESIGNATION FOR A FULL ROBOTICS SYSTEM VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021

 

 

OUR TEAM AND INVESTORS 01 VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 4

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 5 01 | OUR TEAM AND INVESTORS VISIONARY MANAGEMENT TEAM CO - FOUNDER AND CEO ADAM SACHS CO - FOUNDER AND CTO SAMMY KHALIFA EXECUTIVE CHAIRMAN DAVID STYKA VP OF SYSTEMS DAVE WILKINSON GENERAL COUNSEL AND CHIEF LEGAL OFFICER JUNE MORRIS VP OF COMMERCIAL STRATEGY MICHAEL PRATT VP OF SOFTWARE NEERAJ MAINKAR VP OF MARKETING SHWETA GUPTA VP OF HARDWARE ROB WHITE VP OF PEOPLE & CULTURE EMMA PLOUFFE CHIEF FINANCIAL OFFICER BILL KELLY CO - FOUNDER, CHIEF MEDICAL OFFICER BARRY GREENE

 

 

01 | OUR TEAM AND INVESTORS VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 6 EXPERIENCED BOARD AND ADVISORS SEASONED IN V E S T ORS SELECT EXISTING INVESTORS Bill Gates EXECUTIVE CHAIRMAN DAVID STYKA D8 BOARD DIRECTOR 1 DAVID HO BOARD DIRECTOR PHIL LIANG BOARD DIRECTOR ADAM SACHS BOARD DIRECTOR SAMIR KAUL BOARD DIRECTOR DROR BERMAN BOARD MEMBER DONALD TANG BOARD DIRECTOR RIC FULOP IP ADVISOR DAVE HIGHET Former Operational Leader at Auris Noted HIV/AIDS Researcher; Time “Man of the Year” 1996 TECHNOLOGY ADVISOR PAUL HERMES Former Head of Medtronic Robotics Program Former General Counsel and Chief IP Counsel at BD BOARD DIRECTOR SAMMY KHALIFA [1] SUBJECT TO BEING FORMALIZED

 

 

THE PROBLEM 02 VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 7

 

 

8 THE STATE OF SURGERY TODAY SURGE R Y THE BEGINNING OPEN Large incision Injuri e s Pain Complications >50% 2 are still open surgery Weeks at home and months of pain High cost of care 15 - 20% 1 15 - 20% 1 1.2% 3 8.4% 3 WE NEED A SOLUTION THAT IS MINIMALLY INVASIVE AND MORE CAPABLE INVASIVE SURGE R Y Manual and Robotic Small incision Multiple incisions Less injuries Less capability ONE STEP FORWARD MINIMAL L Y - SINGLE - PO R T ROBOTS Even more injury Even less capability Tiny procedural area Limited motion High cost ONE STEP BACKWARD EXISTING STUCK AT THE BEGINNING OPEN SURGERY D OMINANCE 39 million 2 robotic addressable abdominal soft - tissue procedures worldwide per year 1.5CM 2.5CM EXISTING SINGLE PORT ROBOTS VICARIOUS SURGICAL R O B O TS 4 TROCAR SIZE 1 HERNÁNDEZ - GRANADOS P ET AL, INCISIONAL HERNIA PREVENTION AND USE OF MESH. A NARRATIVE REVIEW. 2018 2 VICARIOUS ESTIMATES BASED ON LSI DATA. 2020 DATA 3 MARKS JM ET AL, SINGLE INCISION LAPAROSCOPIC CHOLECYSTECTOMY IS ASSOCIATED WITH IMPROVED COSMESIS SCORING AT THE COST OF SIGNIFICANTLY HIGHER HERNIA RATES. 2013 [4] VICARIOUS SYSTEM IS CAPABLE OF INCISION SIZES AS LOW AS 1.2CM. CURRENT DISPOSABLES REQUIRE 1.8CM INCISION. VICARIOUS IS DEVELOPING AND EXPECTS TO LAUNCH DISPOSABLES REQUIRING 1.5CM INCISION COMPLICATION RATES FROM INCISION

 

 

[1] VICARIOUS ESTIMATES FROM DATA SOURCED FROM LSI MARKET SIZE ANALYSIS AND PUBLIC FILINGS 9 [2] MARKS JM ET AL, SINGLE INCISION LAPAROSCOPIC CHOLECYSTECTOMY IS ASSOCIATED WITH IMPROVED COSMESIS SCORING AT THE COST OF SIGNIFICANTLY HIGHER HERNIA RATES. 2013 LIMITATIONS OF ROBOTIC SURGERY TODAY THESE LIMITATIONS RESULT IN ONLY 3.2% PENETRATION OF PROCEDURES ADDRESSED BY LEGACY ROBOTS 1 HIGH COST Capital and service costs >$2M investment High upfront cost and burdensome service contracts are often prohibitively expensive, especially for outpatient settings LIMITED CAPABILITIES Ill - suited for many outpatient procedures. Single - port systems have limited capabilities Limited ability to operate in multiple quadrants, difficulty operating on the ceiling, collisions inside and outside the abdomen, and restricted access to the patient Existing single port robots increase complications in 8.4% 2 of surgeries with trocar sizes of 2.5cm+ DIFFICULT TO USE Steep learning curves and device - specific training requirements Surgeon is required to “design robot motion” for each procedure: in choosing incision sites, surgeon needs to build a robot for every procedure to operate well and avoid collisions inside and outside the abdomen LOW UTILIZATION Large profile, limited portability, extensive set - up, and OR turnover times Multi - port systems occupy valuable OR real - estate due to large profile and limited portability Extensive set up and OR turnover times create inefficiencies and increase cost

 

 

OUR SOLUTION 03 VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 10

 

 

03 | OUR SOLUTION VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 11

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 12 03 | OUR SOLUTION THE SYSTEM 9 DEGREES OF FREEDOM PER ARM 5 - 10x LOWER CAPITAL COST 2 30+ PATENTS ISSUED AND PENDING 3 28 SENSORS PER ARM INSIDE PATIENT 1.5cm SINGLE INCISION 1 34” wide FITS THROUGH ANY STANDARD DOOR 360 DEGREES VIEW 7 YEARS OF R&D P A TIENT CART CAMERA AND INSTRUMENT ARMS SURGEON CONSOLE 3D SCREEN PROPRIE T A R Y SOFTWARE 1.5CM 1 2.5CM EXISTING SINGLE PORT ROBOTS TROCAR SIZE 1 VICARIOUS SYSTEM IS CAPABLE OF INCISION SIZES AS LOW AS 1.2CM. CURRENT DISPOSABLES REQUIRE 1.8CM INCISION. VICARIOUS IS DEVELOPING AND EXPECTS TO LAUNCH DISPOSABLES REQUIRING 1.5CM INCISION 2 AS COMPARED TO LEGACY SURGICAL ROBOTS; VICARIOUS MANUFACTURING DATA AND VICARIOUS ESTIMATES FROM PUBLIC FILINGS 3 INCLUDING PROVISIONAL APPLICATIONS VICARIOUS SURGICAL ROBOT

 

 

13 LESS INVASIVE WHILE MAXIMIZING CAPABILITIES INCISION ONE 1.5CM 1 TROCAR MOTION HUMAN EQUIVALENT REACH ANYWHERE 2 VISIBILITY EVERYWHERE 2 MOBILITY PO R T ABLE 2 robotic arms and 1 camera through 1 incision In and out; less collateral damage; small scar Full replication of surgeon’s upper body: wrists, elbows, and shoulders 2 robotic arms mapped to the surgeon’s own arms Natural view in any and all directions — see in 360º Fits through a standard door; faster set up/break down time REQUIRING 1.5CM INCISION [2] WITHIN THE ABDOMINAL CAVITY VIDEO LINK 9 degrees of freedom per arm VIDEO LINK Unprecedented dexterity through the same incision [1] VICARIOUS SYSTEM IS CAPABLE OF INCISION SIZES AS LOW AS 1.2CM. CURRENT DISPOSABLES REQUIRE 1.8CM INCISION. VICARIOUS IS DEVELOPING AND EXPECTS TO LAUNCH DISPOSABLES

 

 

03 | OUR SOLUTION VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 14 SIZE Simple, portable, and capable — the Vicarious Surgical robot fits through a standard door and can fit into surgical facilities without construction buildout VICARIOUS SURGICAL ROBOTS LEGACY SURGICAL ROBOTS

 

 

03 | OUR SOLUTION 360 ƒ REACH AND VIEW 15 The Vicarious Surgical robot can work anywhere in the abdomen through a 1.5cm 1 incision The 9 decoupled actuators in each arm provide unprecedented dexterity inside of an ultra thin support tube [1] VICARIOUS SYSTEM IS CAPABLE OF INCISION SIZES AS LOW AS 1.2CM. CURRENT DISPOSABLES REQUIRE 1.8CM INCISION. VICARIOUS IS DEVELOPING AND EXPECTS TO LAUNCH DISPOSABLES REQUIRING 1.5CM INCISION LEGACY SINGLE PORT ROBOTS Limited area where the surgeon can work VI C ARIOU S SURGICAL Surgeon has full access to work within the abdomen LARGE WORKING AREA LIMITED W ORKING AREA

 

 

16 SENSING AND VISUALIZATION 03 | OUR SOLUTION 16 3D DEPTH MAPPING 4K HIGH FRAME RATE HEAD MOUNTED DISPLAY 1 TONE ADJUSTING LIGHTING FULL MOTION TRACKING WIDE FOV FORCE SENSING + FEEDBACK AT EVERY JOINT A U T O F OCUS [1] WHILE CAPABLE OF HEAD MOUNTED DISPLAY CURRENTLY, MAY REQUIRE CLINICAL DATA FOR LAUNCH

 

 

17 03 | OUR SOLUTION ECONOMICS Advanced engineering enables sterile portion to be disposable with competitive cost structure • 3D printed and injection molded parts with polymer fiber cables • Decoupled actuators enable polymer cables and parts, lowering part costs vs traditional manufacturing over 5 - 10 x 1 • Enables sterile portions of robot to be fully disposable • Closed loop feedback enables high force capability with polymer cables, enabling most abdominal procedures Capital equipment is primarily non - robotic as robotic motion happens from inside the patient • Cost of goods of capital equipment is significantly lower than competing products 1 [1] BASED ON QUOTED PRODUCTION PARTS FROM VICARIOUS SUPPLIERS

 

 

03 | OUR SOLUTION VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 18 MARKET RESEARCH FEATURES Surgeons and administrators reacted positively to the features that our surgical robot provides. Their favorite features are unique to our technology SOURCE: BLINDED STUDY PERFORMED BY THIRD PARTY RESEARCH FIRM I like it because it can articulate in 360º and provides a camera that allows for instruments to always be in view - GENERAL SURGEON, COMMUNITY HOSPITAL This is what I call a real generation ahead of everything. This is much better than what currently exists - GENERAL SURGEON, ACADEMIC MEDICAL CENTER 360º REACH PROVIDES ACCESS TO ENTIRE ABDOMEN 1 | FULLY ARTICULATING JOINTS ALLOW FOR 9 DEGREES OF FREEDOM 2 | REAL - TIME 4K 3D VISUALIZATION WITH WIDE FIELD OF VIEW 3 | 2 | Fully articulating joints allow for 9 degrees of freedom 3 | Real - time 4K 3D visualization with wide FOV 4 | More space efficient than existing solutions 5 | Future AI capabilities 6 | Compact and portable parts for easy access around patients 7 | Future pipeline includes advanced sensing and data collection 8 | Enables remote training and tele - surgery 9 | Ergonomic design - 3 - 2 STRONG NEGATIVE IMPACT - 1 0 1 2 3 STRONG POSITIVE IMPACT VICARIOUS DELIVERS: 1 | 360º reach provides access to entire abdomen

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 19 03 | OUR SOLUTION MARKET RESEARCH COMPETITOR COMPARISON 5 | Major Breakthrough VERY EASY SELL STRONG SELLING POSITION NEEDS STRONG MARKETING RECONSIDER LAUNCH 4 | Important Advance 3 | Minor Improvement 2 | Minor Change 1 | No Benefit Independent blinded study with surgeons and hospitals shows over 4 out of 5 score (very easy sell), well above competing solutions 4.8 4.2 COMPARED TO MANUAL MINIMALLY INVASIVE SURGERY COMPARED TO LEGACY SURGICAL ROBOTS SOURCE: BLINDED STUDY PERFORMED BY THIRD PARTY RESEARCH FIRM

 

 

[1] AS OF THE DATE OF THIS PRESENTATION, VICARIOUS IS NOT AWARE OF ANY SURGICAL ROBOTICS COMPANY THAT HAS ANNOUNCED RECEIVING BREAKTHROUGH DESIGNATION FOR A FULL ROBOTICS SYSTEM 20 FDA DESIGNATED BREAKTHROUGH TECHNOLOGY Our product is the only surgical robot to receive a breakthrough designation from the FDA indicating that they agree with our product’s potential for clinical benefit 1 CMS has a well - established pathway to reimbursement post clearance: Agreement for clearance with prioritized review 3 Hospital reimbursement may be higher for using breakthrough devices Senior leadership review of application from beginning Ability to charge for the device before having FDA clearance as an investigational device 2 HTTPS://WWW.CMS.GOV/NEWSROOM/FACT - SHEETS/MEDICARE - COVERAGE - INNOVATIVE - TECHNOLOGY - CMS - 3372 - F 3 VICARIOUS HAS YET TO FORM THIS AGREEMENT WITH THE FDA “[An] unfettered path to coverage, beginning as soon as the same day as FDA market authorization for breakthrough devices” - CENTERS FOR MEDICARE AND MEDICAID SERVICES 2 “[CMS will] provide national Medicare coverage as early as the same day as Food and Drug Administration (FDA) market authorization for breakthrough devices and coverage would last for 4 years” - CENTERS FOR MEDICARE AND MEDICAID SERVICES 2

 

 

OUR PATHWAY TO COMMERCIALIZATION 04 VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 21

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 22 04 | OUR PATHWAY TO COMMERCIALIZATION EXPECTED ROADMAP 20 2 1 2022 20 2 3 2025 2024 Launch of Early Adopter Program with KOL Surgeons Center of Excellence Agreement Executed Simulator Launch Clip Applying and Vessel Sealing Launch 100th Unit Shipped Cleanroom Setup Manufacturing Cleanroom Validated DEVELOPMENT AND REGULATORY COMMERCIAL AND GROWTH Filing FDA Pr e submi s sion ISO 13485 Certification FDA 510(k) Submission for Ventral Hernia Repair Obtaining NRTL Mark Beta 1 Beta 2 First V1.0 Unit Built Verification & Validation Start Summative Usability Testing/ Cadaver Simulated Use Complete Verification & Validation Complete V&V Cadaver Study Complete NOTE: ACTUAL MILESTONES AND TIMELINE MAY VARY AS CERTAIN ACTIVITIES ARE BEYOND VICARIOUS’ CONTROL

 

 

04 | OUR PATHWAY TO COMMERCIALIZATION VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 23 2024 REGU L A T O R Y STRATEGY 20 2 3 Our regulatory strategy enables expedited filing while reducing risk by adopting a phased and scalable approach 510(k) clearance is focused on proving substantial equivalence of technology compared to an existing predicate device THIS REGULATORY PLAN HAS NOT BEEN REVIEWED BY THE FDA: CLEARANCE WILL DEPEND ON BOTH DATA VICARIOUS SURGICAL PROVIDES AS WELL AS THE FDA’S AGREEMENT WITH VICARIOUS SURGICAL’S PLAN TO DEMONSTRATE SUBSTANTIAL EQUIVALENCE OF TECHNOLOGY Verification and Validation 5 10(k) Filing Initial launch of core product offering focused on 360º access and visualization for Ventral Hernia repair VENTRAL HERNIA ADDITIONAL INDICATIONS & INSTRUMENTS Product and indication expansion using clinical data collected in parallel to initial product offering clearance Verification and Validation Clinical Data 5 10(k) Filing

 

 

OUR MARKET, OUR POTENTIAL 05 VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 24

 

 

05 | OUR MARKET, OUR POTENTIAL VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 25 FIRST INDICATION: VENTRAL HERNIA 3.3M OUTSIDE US VENTRAL HERNIA CASES 0.9M US VENTRAL HERNI A CASES MARKET SIZE 1 MEDICARE REIMBURSEMENT FOR EACH PROCEDURE 3 (WITHOUT ANY BENEFITS FROM BREAKTHROUGH STATUS, HOSPITAL OUTPATIENT + SURGEON) RECURRENC E R ATE PROCEDUR E REIMBURSEMEN T TYPE Simple Repair $5,615 I n cisional Hernia R epair $9,3 0 1 C ompl e x Ab dominal W all R epair $13,227 EXISTING MEDICARE REIMBURSEMENTS CMS provides an “unfettered path to coverage, beginning as soon as the same day as FDA market authorization for breakthrough devices” 2 1 VICARIOUS ESTIMATES FROM LSI MARKET DATA, INCLUDES INCISIONAL AND UMBILICAL HERNIA CASES. 2020 DATA 2 HTTPS://WWW.CMS.GOV/NEWSROOM/FACT - SHEETS/MEDICARE - COVERAGE - INNOVATIVE - TECHNOLOGY - CMS - 3372 - F 3 MEDICARE.GOV CODES 49652, 49654, 49654+BILATERAL 15734 4 LAVANCHY ET AL: LONG - TERM RESULTS OF LAPAROSCOPIC VERSUS OPEN INTRAPERITONEAL ONLAY MESH INCISIONAL HERNIA REPAIR. 2018 5 J. A. WEGDAM ET AL, SYSTEMATIC REVIEW OF TRANSVERSUS ABDOMINIS RELEASE IN COMPLEX ABDOMINAL WALL RECONSTRUCTION. 2018 AMOUNTS SHOWN ARE AVERAGE TOTALS PAID TO HOSPITAL AND SURGEON FOR EACH PROCEDURE IN 2020 OUR FUNDAMENTAL ADVANTAGE Legacy robots struggle to work on the abdominal wall Our system easily operates on the “ceiling” of the abdominal cavity 20% 4 20% 4 4% 5

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 26 05 | OUR MARKET, OUR POTENTIAL INITIAL ADDRESSABLE MARKET 5 COLORECTAL, SMALL BOWEL, BARIATRIC, ESOPHAGEAL, BARIATRIC, STOMACH (NON - ENDOSCOPIC), LSI WW 2020 DATA 6 VICARIOUS ESTIMATES FROM DATA SOURCED FROM LSI MARKET SIZE ANALYSIS 2020 DATA AND PUBLIC FILINGS. INCLUDES ONLY PROCEDURES THAT COULD BE ADDRESSED BY VICARIOUS THROUGH 2027. ASSUMES $3506 REVENUE PER PROCEDURE CURRENTLY REALIZED BY LEGACY ROBOTIC COMPANY. 7 VICARIOUS ESTIMATES FROM LSI MARKET DATA. 2020 DATA 20 2 3 2024 2025 1 INCLUDES INCISIONAL HERNIA AND UMBILICAL, VICARIOUS ESTIMATES FROM LSI WW 2020 DATA, INCLUDES SOME PATIENTS WHO CHOSE TO NOT HAVE HERNIAS REPAIRED WITH LEGACY TECHNIQUES 2 HYSTERECTOMY, OOPHORECTOMY, COLPOPEXY, LSI WW 2020 DATA 3 VICARIOUS ESTIMATES FROM LSI WW 2020 DATA, INCLUDES SOME PATIENTS WHO CHOSE TO NOT HAVE HERNIAS REPAIRED WITH LEGACY TECHNIQUES 4 LSI WW 2020 DATA 2026 2027 ADDRESSABLE PROCEDURES TARGET L A UNCH GENERAL SURGERY GYNECOLOGY ~4.1M V ENT R AL HERNIA 1 (~0.9M US) HERNIA 3 (~1.5M US} ~11.5M G ALLB L ADDE R PROCEDURES 4 (~2.3M US) ~7.0M ALL OTHER ~13.4M GI PROCEDURES 5 (~2.8M US) ~2.7M HYSTERECTOMY 2 (~0.6M US) 39M ABDOMINAL PROCEDURES ADDRESSABLE BY VICARIOUS 7 TOTAL INITIAL ADDRESSABLE MARKET $136 B 6

 

 

VICARIOUS SURGICAL INVESTOR PRESENTATION NOVEMBER 2021 THANK YOU 78 Fourth Avenue Waltham, MA, 02451 vicariou ssu r gical . c om +1.617.868.1700 VICARIOUS SURGICAL