Full Press Release Details
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED BALANCE SHEETS
(in thousands, except share and per share data)
| June 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 7,706 | $ | 16,867 | ||||
| Prepaid expenses and other current assets | 495 | 258 | ||||||
| Total current assets | 8,201 | 17,125 | ||||||
| Restricted cash | 622 | 118 | ||||||
| Property and equipment, net | 1,520 | 445 | ||||||
| Deferred transaction costs | 1,774 | - | ||||||
| Other long-term assets | - | 100 | ||||||
| Total assets | $ | 12,117 | $ | 17,788 | ||||
| Liabilities, Convertible Preferred Stock and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,820 | $ | 373 | ||||
| Accrued expenses | 1,894 | 394 | ||||||
| Current portion of equipment loans | 47 | 47 | ||||||
| Current portion of term loan | 450 | - | ||||||
| Total current liabilities | 4,211 | 814 | ||||||
| Deferred rent | 1,188 | 58 | ||||||
| Equipment loans, net of current portion | 39 | 63 | ||||||
| Term loan, net of current portion and issuance costs | 959 | - | ||||||
| Total liabilities | 6,397 | 935 | ||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Convertible preferred stock (Note 9) | 46,670 | 46,670 | ||||||
| Stockholders' deficit: | ||||||||
| Class A Common stock, $0.0001 par value; 6,000,000 shares authorized, 6,000,000 and 5,934,026 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 1 | 1 | ||||||
| Class B Common stock, $0.0001 par value; 32,402,876 and 25,126,727 shares authorized; 462,622 and 330,415 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | - | - | ||||||
| Additional paid-in capital | 2,509 | 1,773 | ||||||
| Accumulated deficit | (43,460 | ) | (31,591 | ) | ||||
| Total stockholders' deficit | (40,950 | ) | (29,817 | ) | ||||
| Total liabilities, convertible preferred stock and stockholders' deficit | $ | 12,117 | $ | 17,788 |
See accompanying notes to these financial statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in thousands except, per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 4,008 | $ | 2,310 | $ | 7,616 | $ | 4,327 | ||||||||
| Sales and marketing | 325 | 181 | 551 | 414 | ||||||||||||
| General and administrative | 2,279 | 577 | 3,676 | 1,119 | ||||||||||||
| Total operating expenses | 6,612 | 3,068 | 11,843 | 5,860 | ||||||||||||
| Loss from operations | (6,612 | ) | (3,068 | ) | (11,843 | ) | (5,860 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 1 | 22 | 2 | 112 | ||||||||||||
| Interest expense | (27 | ) | (1 | ) | (28 | ) | (2 | ) | ||||||||
| Loss before income taxes | (6,638 | ) | (3,047 | ) | (11,869 | ) | (5,750 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | (6,638 | ) | $ | (3,047 | ) | $ | (11,869 | ) | $ | (5,750 | ) | ||||
| Net loss per share of Class A and Class B common stock, basic and diluted | $ | (1.03 | ) | $ | (0.55 | ) | $ | (1.85 | ) | $ | (1.02 | ) |
See accompanying notes to these financial statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF CONVERTIBLE
PREFERRED STOCK, COMMON STOCK AND STOCKHOLDERS' DEFICIT
(In thousands, except share data)
| Three Months Ended June 30, 2021 | ||||||||||||||||||||||||||||
| Convertible | Class A & B Common | Additional | Total | |||||||||||||||||||||||||
| Preferred Stock | Stock | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, March 31, 2021 | 20,177,281 | $ | 46,670 | 6,405,143 | $ | 1 | $ | 2,085 | $ | (36,822 | ) | $ | (34,736 | ) | ||||||||||||||
| Exercise of common stock options | - | - | 57,479 | - | 55 | - | 55 | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 369 | - | 369 | |||||||||||||||||||||
| Vesting of restricted stock | - | - | - | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (6,638 | ) | (6,638 | ) | |||||||||||||||||||
| Balance, June 30, 2021 | 20,177,281 | $ | 46,670 | 6,462,622 | $ | 1 | $ | 2,509 | $ | (43,460 | ) | $ | (40,950 | ) | ||||||||||||||
| Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||
| Convertible | Class A & B Common | Additional | Total | |||||||||||||||||||||||||
| Preferred Stock | Stock | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, January 1, 2021 | 20,177,281 | $ | 46,670 | 6,264,441 | $ | 1 | $ | 1,773 | $ | (31,591 | ) | $ | (29,817 | ) | ||||||||||||||
| Exercise of common stock options | - | - | 132,207 | - | 111 | - | 111 | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 625 | - | 625 | |||||||||||||||||||||
| Vesting of restricted stock | - | - | 65,974 | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (11,869 | ) | (11,869 | ) | |||||||||||||||||||
| Balance, June 30, 2021 | 20,177,281 | $ | 46,670 | 6,462,622 | $ | 1 | $ | 2,509 | $ | (43,460 | ) | $ | (40,950 | ) | ||||||||||||||
| Three Months Ended June 30, 2020 | ||||||||||||||||||||||||||||
| Convertible | Class A & B Common | Additional | Total | |||||||||||||||||||||||||
| Preferred Stock | Stock | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, March 31, 2020 | 16,033,977 | $ | 33,150 | 5,538,527 | $ | 1 | $ | 1,274 | $ | (21,419 | ) | $ | (20,144 | ) | ||||||||||||||
| Exercise of common stock options | - | - | 125 | - | - | - | - | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 81 | - | 81 | |||||||||||||||||||||
| Vesting of restricted stock | - | - | 197,916 | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (3,047 | ) | (3,047 | ) | |||||||||||||||||||
| Balance, June 30, 2020 | 16,033,977 | $ | 33,150 | 5,736,568 | $ | 1 | $ | 1,355 | $ | (24,466 | ) | $ | (23,110 | ) | ||||||||||||||
| Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||
| Convertible Preferred Stock | Class A & B Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, January 1, 2020 | 16,033,977 | $ | 33,150 | 5,340,299 | $ | 1 | $ | 1,197 | $ | (18,716 | ) | $ | (17,518 | ) | ||||||||||||||
| Exercise of common stock options | - | - | 437 | - | - | - | - | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 158 | - | 158 | |||||||||||||||||||||
| Vesting of restricted stock | - | - | 395,832 | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (5,750 | ) | (5,750 | ) | |||||||||||||||||||
| Balance, June 30, 2020 | 16,033,977 | $ | 33,150 | 5,736,568 | $ | 1 | $ | 1,355 | $ | (24,466 | ) | $ | (23,110 | ) |
See accompanying notes to these financial statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (11,869 | ) | $ | (5,750 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 105 | 73 | ||||||
| Stock-based compensation | 625 | 158 | ||||||
| Amortization of capitalized debt issuance costs | 9 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | (237 | ) | 136 | |||||
| Deferred transaction costs | (155 | ) | - | |||||
| Accounts payable | 536 | (104 | ) | |||||
| Accrued expenses | 792 | (55 | ) | |||||
| Deferred rent | 290 | - | ||||||
| Net cash used in operating activities | (9,904 | ) | (5,542 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (340 | ) | (62 | ) | ||||
| Proceeds from short term investments | - | 13,324 | ||||||
| Net cash (used in)/provided by investing activities | (340 | ) | 13,262 | |||||
| Cash flows from financing activities: | ||||||||
| Repayment of equipment loans | (24 | ) | (24 | ) | ||||
| Proceeds from term loan | 1,500 | - | ||||||
| Proceeds from exercise of stock options | 111 | 1 | ||||||
| Net cash provided by/(used in) financing activities | 1,587 | (23 | ) | |||||
| Change in cash, cash equivalents and restricted cash | (8,657 | ) | 7,697 | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 16,985 | 2,304 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 8,328 | $ | 10,001 | ||||
| Reconciliation of restricted cash: | ||||||||
| Cash and cash equivalents | 7,706 | 9,883 | ||||||
| Restricted cash | 622 | 118 | ||||||
| $ | 8,328 | $ | 10,001 | |||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | 10 | $ | 1 | ||||
| Non-cash investing and financing activities: | ||||||||
| Leasehold improvements acquired in connection with Waltham lease | $ | 840 | $ | - | ||||
| Deferred transaction costs not yet paid included in accounts payable and accrual expenses | $ | 1,619 | $ | - |
See accompanying notes to these financial statements.
VICARIOUS SURGICAL INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except
for share and per share data)
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.
On April 15, 2021, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with D8 Holdings Corp ("D8") to affect 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 Business Combination with D8 was consummated (the Closing"), and each share of Vicarious Surgical Inc.
stock was exchanged for 3.29831 shares of D8 common stock. In connection with the Closing, the Company's name was changed to Vicarious
Surgical Operating Co. and D8's name was changed to Vicarious Surgical Inc. The Company received total proceeds of $77,590 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 in connection with the Closing on September 17, 2021. In total, this provided the Company cash of $190,288, net of transaction
Basis of Presentation
The accompanying unaudited condensed financial statements
have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and applicable rules and regulations
of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures
normally included in the financial statements prepared in accordance with GAAP may have been condensed or omitted pursuant to such rules
and regulations. Accordingly, these interim condensed financial statements should be read in conjunction with the audited financial statements
and accompanying notes for the years ended December 31, 2020 and 2019. The condensed balance sheet as of December 31, 2020, included herein,
was derived from the audited financial statements of the Company.
The unaudited condensed interim financial statements, in
the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial
position as of June 30, 2021, our results of operations, and shareholders' deficit for the three and six-month periods ended June
30, 2021 and 2020, and our cash flows for the six month periods ended June 30, 2021 and 2020. The operating results for the three and
six-month periods ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021
or for any interim period or for any other future year.
The accompanying financial statements
reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial
statements and notes.
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, the Company's enterprise value, fair value of financial instruments,
and contingencies. Actual results may differ from those estimates.
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. The framework
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-Inputs to the valuation methodology
are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
to the valuation methodology include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or
similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability;
and inputs that are derived from, or corroborated by, observable market data by correlation or other means.
Level 3-Inputs to the valuation methodology
are unobservable and significant to the fair value measurement.
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.
The Company has an agreement to maintain
a cash balance of $622 and $118 at June 30, 2021 and December 31, 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 and 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 three and six month periods ended June 30, 2021 and year ended December 31, 2020. The Company holds no short-term investments
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.
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 as follows:
| ESTIMATED USEFUL LIFE | ||
| Computer equipment and software | 3 years | |
| Manufacturing equipment | 3-5 years | |
| Furniture and fixtures | 3-7 years | |
| Leasehold improvements | lesser of useful life or remaining lease term |