Vicarious Surgical Shareholders Approve Wind-Down of Robot Developer

Vicarious Surgical shareholders have approved a plan to wind down the surgical robot developer, and the company has transferred substantially all of its assets to a liquidation entity, according to a Form 8-K filed with the Securities and Exchange Commission on July 21.

At a special meeting on July 21, stockholders voted 13,348,600 for and 100,879 against a proposal to approve an assignment for the benefit of creditors followed by a voluntary dissolution and liquidation, the filing shows. The board then determined that the step was in the company's best interests, and Vicarious entered into a general assignment with Vicarious Liquidation, LLC, a California limited liability company, the same day.

An assignment for the benefit of creditors is an alternative to bankruptcy in which a company's assets are transferred into a trust for distribution to creditors, MedTech Dive reported on July 22. "Under the Assignment, creditors are expected to have priority over stockholders with respect to distributions from the assigned assets, and stockholders are not expected to receive any distribution unless assets remain after satisfaction of all liabilities," the filing said.

Executives dismissed, board to resign

In connection with the assignment, Vicarious ended the employment of CEO Stephen From, President Adam Sachs, Chief Technology Officer Sammy Khalifa and Chief Medical Officer Barry Greene as of the close of business on July 21. From, Sachs and Khalifa are entitled to severance under their employment agreements of $672,699, $779,190 and $611,261, respectively, though the filing said the extent to which those amounts are paid will be determined in connection with the assignment and applicable law.

All seven directors gave notice that they will resign once the company files a Form 15 to deregister its stock, which it said it intended to do on or about July 21. The company said it intended to file a certificate of dissolution in Delaware on or about July 22.

A robot that never reached the market

Vicarious had been developing a single-port robot that inserts miniaturized arms and a camera through a single small incision in the abdomen. It was the first surgical robot to receive a breakthrough device designation from the FDA, according to MedTech Dive, but it never obtained regulatory authorization. The company raised more than $425 million from investors including Bill Gates before its 2021 initial public offering, and its 2021 merger with the special purpose acquisition company D8 Holdings valued it at $1.1 billion, the outlet reported.

From, who replaced co-founder Sachs as CEO less than a year ago, scrapped plans for a clinical trial and outsourced parts of the robot's design to save money, MedTech Dive said. The company's shares moved to the over-the-counter market this year after a delisting notice from the New York Stock Exchange. In June, the board recommended the shutdown after Vicarious failed to raise more money or find a buyer. The company employed 26 people as of March 9, according to the outlet.