UNAUDITED CONDENSED BALANCE SHEETS
(in hundreds, besides share and per share knowledge)
June 30,
December 31,
2021
2020
Assets
Current belongings:
Cash and money equivalents
$
7,706
$
16,867
Prepaid bills and different present belongings
495
258
Total present belongings
8,201
17,125
Restricted money
622
118
Property and tools, web
1,520
445
Deferred transaction prices
1,774
–
Other long-term belongings
–
100
Total belongings
$
12,117
$
17,788
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable
$
1,820
$
373
Accrued bills
1,894
394
Current portion of apparatus loans
47
47
Current portion of time period mortgage
450
–
Total present liabilities
4,211
814
Deferred hire
1,188
58
Equipment loans, web of present portion
39
63
Term mortgage, web of present portion and issuance prices
959
–
Total liabilities
6,397
935
Commitments and Contingencies (Note 7)
Convertible most popular inventory (Note 9)
46,670
46,670
Stockholders’ deficit:
Class A Common inventory, $0.0001 par worth; 6,000,000 shares approved, 6,000,000 and 5,934,026 issued and excellent at June 30, 2021 and December 31, 2020, respectively
1
1
Class B Common inventory, $0.0001 par worth; 32,402,876 and 25,126,727 shares approved; 462,622 and 330,415 shares issued and excellent 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 most popular inventory and stockholders’ deficit
$
12,117
$
17,788
See accompanying notes to those monetary statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in hundreds besides, per share knowledge)
Three Months EndedJune 30,
Six Months EndedJune 30,
2021
2020
2021
2020
Operating bills:
Research and growth
$
4,008
$
2,310
$
7,616
$
4,327
Sales and advertising
325
181
551
414
General and administrative
2,279
577
3,676
1,119
Total working bills
6,612
3,068
11,843
5,860
Loss from operations
(6,612
)
(3,068
)
(11,843
)
(5,860
)
Other earnings (expense):
Interest earnings
1
22
2
112
Interest expense
(27
)
(1
)
(28
)
(2
)
Loss earlier than earnings taxes
(6,638
)
(3,047
)
(11,869
)
(5,750
)
Provision for earnings taxes
–
–
–
–
Net loss
$
(6,638
)
$
(3,047
)
$
(11,869
)
$
(5,750
)
Net loss per share of Class A and Class B widespread inventory, fundamental and diluted
$
(1.03
)
$
(0.55
)
$
(1.85
)
$
(1.02
)
See accompanying notes to those monetary statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK AND STOCKHOLDERS’ DEFICIT
(In hundreds, besides share knowledge)
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 widespread inventory choices
–
–
57,479
–
55
–
55
Stock-based compensation
–
–
–
–
369
–
369
Vesting of restricted inventory
–
–
–
–
–
–
–
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 widespread inventory choices
–
–
132,207
–
111
–
111
Stock-based compensation
–
–
–
–
625
–
625
Vesting of restricted inventory
–
–
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 widespread inventory choices
–
–
125
–
–
–
–
Stock-based compensation
–
–
–
–
81
–
81
Vesting of restricted inventory
–
–
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
ConvertiblePreferred Stock
Class A & B Common Stock
AdditionalPaid-In
Accumulated
TotalStockholders’
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 widespread inventory choices
–
–
437
–
–
–
–
Stock-based compensation
–
–
–
–
158
–
158
Vesting of restricted inventory
–
–
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 those monetary statements.
VICARIOUS SURGICAL INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(in hundreds)
Six Months Ended
2021
2020
Cash flows from working actions:
Net loss
$
(11,869
)
$
(5,750
)
Adjustments to reconcile web loss to web money utilized in working actions:
Depreciation
105
73
Stock-based compensation
625
158
Amortization of capitalized debt issuance prices
9
Changes in working belongings and liabilities:
Prepaid bills and different present belongings
(237
)
136
Deferred transaction prices
(155
)
–
Accounts payable
536
(104
)
Accrued bills
792
(55
)
Deferred hire
290
–
Net money utilized in working actions
(9,904
)
(5,542
)
Cash flows from investing actions:
Purchases of property and tools
(340
)
(62
)
Proceeds from quick time period investments
–
13,324
Net money (utilized in)/supplied by investing actions
(340
)
13,262
Cash flows from financing actions:
Repayment of apparatus loans
(24
)
(24
)
Proceeds from time period mortgage
1,500
–
Proceeds from train of inventory choices
111
1
Net money supplied by/(utilized in) financing actions
1,587
(23
)
Change in money, money equivalents and restricted money
(8,657
)
7,697
Cash, money equivalents and restricted money, starting of interval
16,985
2,304
Cash, money equivalents and restricted money, finish of interval
$
8,328
$
10,001
Reconciliation of restricted money:
Cash and money equivalents
7,706
9,883
Restricted money
622
118
$
8,328
$
10,001
Supplemental money circulate data:
Interest paid
$
10
$
1
Non-cash investing and financing actions:
Leasehold enhancements acquired in reference to Waltham lease
$
840
$
–
Deferred transaction prices not but paid included in accounts payable and accrual bills
$
1,619
$
–
See accompanying notes to those monetary statements.
VICARIOUS SURGICAL INC.
NOTES TO FINANCIAL STATEMENTS
(in hundreds, apart from share and per share knowledge)
1.
NATURE OF BUSINESS AND BASIS OF PRESENTATION
Nature of Business
Vicarious Surgical, Inc. (“Vicarious” or the “Company”) was included within the state of Delaware on May 1, 2014, and is headquartered in Waltham, Massachusetts. The Company is at present growing its digital actuality surgical system utilizing proprietary human-like surgical robots and digital actuality to move surgeons contained in the affected person to carry out minimally invasive surgical procedures.
The accompanying monetary statements are ready in conformity with accounting rules typically accepted within the United States of America (“US GAAP”). Any reference in these notes to relevant steering is supposed to seek advice from 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 have an effect on a enterprise mixture between D8 and the Company with the Company surviving the merger as a completely owned subsidiary of D8 (the “Business Combination”). On September 17, 2021, the Business Combination with D8 was consummated (the Closing”), and every share of Vicarious Surgical Inc. inventory was exchanged for 3.29831 shares of D8 widespread inventory. In reference to the Closing, the Company’s title was modified to Vicarious Surgical Operating Co. and D8’s title was modified to Vicarious Surgical Inc. The Company obtained whole proceeds of $77,590 after redemptions. In reference to the Business Combination, D8 entered into subscription agreements with subscribers who agreed to buy an combination of 14,200,000 shares of Class A typical inventory for a purchase order value of $142,000 (the “PIPE”), all of which have been issued in reference to the Closing on September 17, 2021. In whole, this supplied the Company money of $190,288, web of transaction prices of $29,302
Basis of Presentation
The accompanying unaudited condensed monetary statements have been ready in conformity with U.S. typically accepted accounting rules (“GAAP”) and relevant guidelines and rules of the Securities and Exchange Commission (“SEC”) relating to interim monetary reporting. Certain data and notice disclosures usually included within the monetary statements ready in accordance with GAAP could have been condensed or omitted pursuant to such guidelines and rules. Accordingly, these interim condensed monetary statements ought to be learn along with the audited monetary statements and accompanying notes for the years ended December 31, 2020 and 2019. The condensed stability sheet as of December 31, 2020, included herein, was derived from the audited monetary statements of the Company.
The unaudited condensed interim monetary statements, within the opinion of administration, replicate all changes, consisting solely of regular recurring changes, essential to current pretty our monetary place as of June 30, 2021, our outcomes of operations, and shareholders’ deficit for the three and six-month intervals ended June 30, 2021 and 2020, and our money flows for the six month intervals ended June 30, 2021 and 2020. The working outcomes for the three and six-month intervals ended June 30, 2021 usually are not essentially indicative of the outcomes to be anticipated for the yr ending December 31, 2021 or for any interim interval or for every other future yr.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying monetary statements replicate the appliance of sure important accounting insurance policies as described on this notice and elsewhere within the accompanying monetary statements and notes.
Use of Estimates
The preparation of economic statements in conformity with US GAAP requires the Company’s administration to make estimates and assumptions that have an effect on the reported quantities of belongings and liabilities, disclosure of contingent belongings and liabilities on the date of the monetary statements and the reported quantities of bills in the course of the reporting intervals offered. Estimates are used for, however usually are not restricted to, the Company’s capability to proceed as a going concern, depreciation of property and tools, the Company’s enterprise worth, honest worth of economic devices, and contingencies. Actual outcomes could differ from these estimates.
Fair Value of Financial Instruments
US GAAP requires disclosure of honest worth details about monetary devices, whether or not or not acknowledged within the stability sheet, for which it’s practicable to estimate that worth. The framework offers a good worth hierarchy that prioritizes the inputs for the valuation strategies. The hierarchy provides the best precedence to unadjusted quoted costs in lively markets for similar belongings or liabilities (Level 1 measurements) and the bottom precedence to unobservable inputs (Level 3 measurements) and minimizes the usage of unobservable inputs. The most observable inputs are used, when accessible. The three ranges of the honest worth hierarchy are described as follows:
Level 1-Inputs to the valuation methodology are unadjusted quoted costs for similar belongings or liabilities in lively markets that the Company has the flexibility to entry.
Level 2-Inputs to the valuation methodology embody quoted costs for comparable belongings and liabilities in lively markets; quoted costs for similar or comparable belongings and liabilities in markets that aren’t lively; inputs aside from quoted costs which can be observable for the asset or legal responsibility; and inputs which can be derived from, or corroborated by, observable market knowledge by correlation or different means.
Level 3-Inputs to the valuation methodology are unobservable and important to the honest worth measurement.
Cash and Cash Equivalents
Cash and money equivalents encompass checking accounts and cash market funds. The Company considers all extremely liquid investments with an unique maturity of 90 days or much less on the date of buy to be money equivalents.
Restricted Cash
The Company has an settlement to take care of a money stability of $622 and $118 at June 30, 2021 and December 31, 2020, respectively as collateral for letters of credit score associated to the Company’s leases. The stability is assessed as long-term on the Company’s stability sheets because the lease intervals finish starting in December 2023 and February 2029.
Short-Term Investments
All of the Company’s investments, which encompass certificates of deposit, are categorized as accessible on the market and are carried at honest worth. There have been no unrealized beneficial properties for the three and 6 month intervals ended June 30, 2021 and yr ended December 31, 2020. The Company holds no short-term investments at June 30, 2021.
Concentrations of Credit Risk and Off-Balance-Sheet Risk
The Company has no important off-balance-sheet threat, comparable to overseas alternate contracts, choice contracts, or different overseas hedging preparations. Financial devices that doubtlessly expose the Company to concentrations of credit score threat consist primarily of money and money equivalents. The Company maintains its money and money equivalents principally with accredited monetary establishments of high-credit standing.
Property and Equipment
Property and tools are recorded at value. Expenditures for repairs and upkeep are expensed as incurred. When belongings are retired or disposed of, the belongings and associated accrued depreciation are eradicated from the accounts, and any ensuing acquire or loss is included within the willpower of web loss. Depreciation is calculated utilizing the straight-line technique over the estimated helpful lives of the associated belongings as follows:
ESTIMATED USEFUL LIFE
Computer tools and software program
3 years
Manufacturing tools
3-5 years
Furniture and fixtures
3-7 years
Leasehold enhancements
lesser of helpful life or remaining lease time period
Deferred Transaction Costs
As a part of the contemplated reverse recapitalization transaction with D8, the small print of that are mentioned in an preliminary S-4 filed with the SEC on June 11, 2021, and subsequent amendments, the Company has capitalized direct and incremental transaction prices associated to the merger which might be deducted from the mixed entity’s extra paid-in capital on the closing of the transaction. As of June 30, 2021, the Company had recorded $1.8 million of transaction prices payable to advisers, of which $0.9 million is included in accounts payable, $0.8 million is included in accrued bills within the condensed stability sheet and $0.1 million had been paid.
Impairment of Long-Lived Assets
The Company regularly evaluates whether or not occasions or circumstances have occurred that point out that the estimated remaining helpful lifetime of its long-lived belongings could warrant revision or that the carrying worth of those belongings could also be impaired. The Company doesn’t consider that any occasions have occurred by way of June 30, 2021, that may point out its long-lived belongings are impaired.
Classification of Convertible Preferred Stock
The Company classifies convertible most popular inventory outdoors of stockholders’ deficit on its stability sheets as the necessities of triggering a deemed liquidation occasion usually are not inside the Company’s management. In the occasion of a deemed liquidation occasion, the proceeds from the occasion are distributed in accordance with liquidation preferences (Note 9). The Company adjusts the carrying worth of the convertible most popular inventory to its redemption values when it turns into possible a redemption occasion will happen.
Guarantees and Indemnifications
As permitted beneath Delaware regulation, the Company indemnifies its officers, administrators, consultants and staff for sure occasions or occurrences that occur by purpose of the connection with, or place held at, the Company. Through June 30, 2021, the Company had not skilled any losses associated to those indemnification obligations, and no claims have been excellent. The Company doesn’t anticipate important claims associated to those indemnification obligations and, consequently, concluded that the honest worth of those obligations is negligible, and no associated liabilities have been established.
Research and Development
Research and growth prices are expensed within the interval incurred. Research and growth prices embody payroll and personnel bills, consulting prices, software program and webservices, authorized, uncooked supplies and allotted overhead comparable to depreciation and amortization, hire and utilities. Advance funds for items and companies for use in future analysis and growth actions are recorded as pay as you go bills and are expensed over the service interval because the companies are supplied or when the products are consumed.
Stock-Based Compensation
The Company accounts for all stock-based compensation, together with inventory choices and warrants, at honest worth and acknowledges stock-based compensation expense for these fairness awards, web of precise forfeitures, over the requisite service interval, which is usually the vesting interval of the respective award.
The honest worth of the Company’s inventory choices and warrants on the date of grant is set by a Black-Scholes pricing mannequin using key assumptions comparable to inventory value, anticipated volatility and anticipated time period. The Company’s estimates of those assumptions are based totally on the honest worth of the Company’s inventory, historic knowledge, peer firm knowledge and judgment relating to future tendencies. The honest worth of the Company’s widespread inventory has been decided by the Board of Directors at every award grant date based mostly upon a wide range of components, together with the outcomes obtained from an impartial third-party valuation, the Company’s monetary place and historic monetary efficiency, the standing of technological developments inside the Company’s proposed merchandise, the illiquid nature of the widespread inventory, arm’s size gross sales of the Company’s capital inventory, together with convertible most popular inventory, the impact of the rights and preferences of the popular shareholders, and the prospects of a liquidity occasion, amongst others, because the Company’s widespread inventory will not be actively traded.
Income Taxes
The Company accounts for earnings taxes beneath the asset and legal responsibility technique pursuant to ASC 740, Accounting for Income Taxes, which requires the popularity of deferred tax belongings and liabilities for the anticipated future tax penalties of occasions which were included within the monetary statements. Under this technique, the Company determines deferred tax belongings and liabilities on the premise of the variations between the monetary assertion and tax bases of belongings and liabilities by utilizing enacted tax charges in impact for the yr by which the variations are anticipated to reverse. The impact of a change in tax charges on deferred tax belongings and liabilities is acknowledged in earnings within the interval that features the enactment date.
The Company acknowledges deferred tax belongings to the extent that administration believes that these belongings are extra seemingly than to not be realized sooner or later. In making such a willpower, administration considers all accessible constructive and adverse proof, together with future reversals of current taxable momentary variations, projected future taxable earnings, tax-planning methods, and outcomes of current operations
The Company offers reserves for potential funds of taxes to varied tax authorities associated to unsure tax positions. Amounts acknowledged are based mostly on a willpower of whether or not a tax profit taken by the Company in its tax filings or positions is “extra seemingly than not” to be sustained on audit. The quantity acknowledged is the same as the biggest quantity that’s greater than 50% more likely to be sustained. Interest and penalties related to unsure tax positions are recorded as a part of earnings tax expense.
Net Loss Per Share
Basic web loss per share attributable to widespread stockholders is computed by dividing the web loss attributable to widespread stockholders by the weighted common variety of widespread shares excellent for the interval. Diluted web loss attributable to widespread stockholders is computed by adjusting web loss attributable to widespread stockholders to reallocate undistributed earnings based mostly on the potential influence of dilutive securities. Diluted loss per share attributable to widespread stockholders is computed by dividing the diluted web loss attributable to widespread stockholders by the weighted common variety of widespread shares excellent for the interval, together with potential dilutive widespread inventory. For goal of this calculation, excellent inventory choices, inventory warrants and convertible most popular inventory are thought-about potential dilutive widespread inventory and are excluded from the computation of web loss per share as their impact is anti-dilutive.
The Company’s convertible most popular inventory contractually entitles the holders of such shares to take part in dividends however doesn’t contractually require the holders of such shares to take part in losses of the Company. Accordingly, in intervals by which the Company reviews a web loss, such losses usually are not allotted to such collaborating securities. In intervals by which the Company reviews a web loss attributable to widespread stockholders, diluted web loss per share attributable to widespread stockholders is identical as fundamental web loss per share attributable to widespread stockholders, since dilutive widespread shares usually are not assumed to be excellent if their impact is anti-dilutive.
Comprehensive Loss
There have been no variations between web loss and complete loss offered within the statements of operations for the three and 6 month intervals ended June 30, 2021 and 2020.
Segments
Operating segments are recognized as elements of an enterprise about which separate discrete monetary data is made accessible for analysis by the chief working determination maker (“CODM’) in making selections relating to useful resource allocation and assessing efficiency. The CODM is the Company’s chief government officer. The Company manages its operations as a single section for the needs of assessing efficiency and making working selections. The Company’s singular focus is targeted on the event of its digital actuality surgical system.
Emerging Growth Company Status
The Company is an “rising development firm,” (“EGC”) as outlined within the Jumpstart Our Business Startups Act, (the “JOBS Act”), and will make the most of sure exemptions from numerous reporting necessities which can be relevant to different public firms that aren’t EGCs. The Company could make the most of these exemptions till it’s now not an EGC beneath Section 107 of the JOBS Act and has elected to make use of the prolonged transition interval for complying with new or revised accounting requirements. As a results of this election, the Company’s monetary statements might not be akin to firms that adjust to public firm Financial Accounting Standards Board (“FASB”) requirements’ efficient dates. The Company could make the most of these exemptions up till the final day of the fiscal yr following the fifth anniversary of an providing or such earlier time that it’s now not an EGC.
Recently Issued Accounting Standards
In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases (Topic 842), as amended, with steering relating to the accounting for and disclosure of leases. The replace requires lessees to acknowledge the liabilities associated to all leases, together with working leases on the stability sheet. This replace additionally requires lessees and lessors to reveal key details about their leasing transactions. This replace is efficient for entities aside from public enterprise entities, together with rising development firms that elected to defer compliance with new or revised monetary accounting requirements till an organization that isn’t an issuer is required to adjust to such requirements, for annual reporting intervals starting after December 15, 2021. Early adoption is permitted. The Company is at present assessing the influence of adopting ASU No. 2016-02 on the monetary statements and associated disclosures.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU No. 2016-13 requires measurement and recognition of anticipated credit score losses for monetary belongings. In April 2019, the FASB issued clarification to ASU No. 2016-13 inside ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This replace is efficient for entities aside from public enterprise entities, together with rising development firms that elected to defer compliance with new or revised monetary accounting requirements till an organization that isn’t an issuer is required to adjust to such requirements, for annual reporting intervals starting after December 15, 2022. The Company is at present evaluating the influence that ASU No. 2016-13 can have on the monetary statements and associated disclosures.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. ASU No. 2019-12 eliminates sure exceptions associated to the method for intra-period tax allocation, the methodology for calculating earnings taxes in an interim interval and the popularity of deferred tax liabilities for outdoor foundation variations. It additionally clarifies and simplifies different elements of the accounting for earnings taxes. This replace is efficient for entities aside from public enterprise entities, together with rising development firms that elected to defer compliance with new or revised monetary accounting requirements till an organization that isn’t an issuer is required to adjust to such requirements, for annual reporting intervals starting after December 15, 2021. The Company is at present evaluating the influence that ASU No. 2019-12 can have on the monetary statements and associated disclosures.
3.
PROPERTY AND EQUIPMENT, NET
Property and tools, web encompass the next:
Estimated
June 30,
December 31,
Useful Lives
2021
2020
Machinery and tools
3 to five years
$
552
$
535
Furniture and glued belongings
3 to 7 years
153
103
Computer {hardware} and software program
3 years
119
67
Leasehold enhancements
Lesser of lease time period or asset life
1,085
24
Total property and tools
1,909
729
Less accrued depreciation
(389
)
(284
)
Property and tools, web
$
1,520
$
445
In reference to the Waltham lease, the Company obtained $840 of leasehold enhancements from its landlord. These leasehold enhancements are being depreciated over the shorter of the lesser of the lease time period or every asset’s life. The $840 non-cash allowance supplied by the owner for these enhancements has been included in deferred hire and is being amortized as a discount to hire expense on a straight-line foundation over the lifetime of the lease.
Depreciation expense for the three and 6 months ended June 30, 2021 was $64 and $105 respectively. Machinery with a gross worth of $232 was acquired for money of $47 and tools loans of $185 in 2019. This equipment had accrued amortization of $126 and $97 at June 30, 2021 and December 31, 2020, respectively.
4.
FAIR VALUE MEASUREMENTS
The following honest worth hierarchy desk presents details about the Company’s monetary belongings measured at honest worth on a recurring foundation and signifies the honest worth hierarchy of the inputs the Company utilized to find out such honest worth:
June 30, 2021
Quoted Prices
Significant
in Active
Other
Significant
Markets for
Observable
Unobservable
Identical Items
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
Assets:
Money market funds
$
6,551
$
–
$
–
$
6,551
Total belongings
$
6,551
$
–
$
–
$
6,551
December 31, 2020
Quoted Prices
Significant
in Active
Other
Significant
Markets for
Observable
Unobservable
Identical Items
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
Assets:
Money market funds
$15,768
$
–
$
–
$
15,768
Total belongings
$
15,768
$
–
$
–
$
15,768
Money market funds and certificates of deposit are categorized as money and money equivalents and short-term investments, respectively.
5.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The following desk summarizes the Company’s elements of accrued bills and different present liabilities:
As of
June 30,
December 31,
2021
2020
Compensation and advantages associated
$
559
$
291
Professional companies and different
1,326
103
Accrued curiosity
9
–
Accrued bills
$
1,894
$
394
6. DEBT
Term Loan
In October 2020, the Company entered right into a time period mortgage that gives the Company with borrowings as much as $3.5 million that turns into due on April 1, 2024. The mortgage consists of two tranches; a $1.5 million tranche which turned accessible to the Company upon the shut of the mortgage settlement in October 2020 and was accessible to the Company to attract by way of March 31, 2021. The second tranche of $2.0 million turns into accessible to the Company by way of September 30, 2021, upon the Company’s profitable achievement of a milestone associated to the event of the Company’s surgical robotic.
The time period mortgage is interest-only by way of September 30, 2021, at which era the corporate will make the primary of 30 equal month-to-month funds of principal plus curiosity. Upon receipt of the second tranche, the interest-only window might be prolonged by six months to March 30, 2022, then adopted by twenty-four equal month-to-month funds of principal plus curiosity. The time period mortgage bears curiosity at a floating price equal to the Prime Rate, however not lower than a minimal price of three.25%. In addition, the ultimate fee made on the earlier of the maturity of the mortgage or its termination is to incorporate a deferred curiosity fee of seven.5% of the quantity borrowed, leading to a minimal annual price of 5.98% to be paid to the lender. In the occasion the Company chooses to repay the time period mortgage previous to the primary anniversary of the time period mortgage closing, a prepayment charge of three% of the excellent principal stability will apply. The prepayment charge is decreased to 2% if paid after the primary anniversary date however earlier than the second anniversary date after which is 1% thereafter. The prepayment charge doesn’t apply if the Company and the financial institution conform to refinance the mortgage previous to maturity.
The mortgage has no monetary covenants however does include month-to-month reporting necessities and provides the lender a primary precedence lien on all Company belongings. In March of 2021, the Company borrowed the primary tranche of $1.5 million. As of June 30, 2021, $1.5 million was excellent on the time period mortgage.
Deferred Financing Costs
In reference to the time period mortgage, the Company incurred $0.1 million in bills, inclusive of the warrant expense, that are included in different long-term belongings at December 31, 2020 and have been then netted in opposition to the mortgage proceeds drawn on the finish of March 2021. The Company is amortizing these prices over the lifetime of the borrowing. In the three and 6 months ended June 30, 2021, $9 of capitalized prices was amortized to curiosity expense.
Common Stock Warrant
In reference to the time period mortgage, the Company issued the lender a warrant to buy 77,250 shares of widespread inventory at a $1.34 per share. The widespread inventory warrant might be exercisable for 10 years from the date of issuance, survive merger or acquisition (besides all-cash and/or public inventory acquisitions), and permit cashless train in entire or half. The honest worth of the widespread inventory warrant was $1.10 per share, and the Company recorded a complete of $85 in deferred financing prices related to the warrant issuances and are included in different long-term belongings at December 31, 2020 and web of the time period mortgage on the June 30, 2021 stability sheet.
Equipment Loans
In March 2019, the Company entered into two tools loans with a vendor for the acquisition of producing equipment. The tools loans had an combination principal stability of $185 at inception, with forty-eight equal month-to-month funds of principal and curiosity due starting ninety days after taking possession of the equipment. The tools loans are collateralized by the underlying equipment. As of June 30, 2021 and December 31, 2020, the mixture excellent principal stability of the tools loans was $39 and $63, respectively, web of present portion of $47.
The following desk represents the long run funds required beneath the noncancellable tools agreements:
Years Ended December 31,
2021, excluding the six months ended June 30, 2021
$
25
2022
50
2023
17
Total future tools funds
$
92
7. COMMITMENTS AND CONTINGENCIES
The Company leases its workplace facility beneath a noncancelable working lease agreements expiring in December of 2023 and February 2029. Rent expense for the three and 6 months ended June 30, 2021 was $415 and $528, respectively and for the three and 6 month intervals ended June 30, 2020 was $108, and $227, respectively.
On January 25, 2021, the Company entered right into a twelve-year lease settlement that commences on April 1, 2021 and ends on February 28, 2029. Rental funds due over the interval of the lease whole $9.7 million.
The following desk presents the long run minimal lease funds required beneath the Company’s noncancellable working leases at June 30, 2021:
Years Ended December 31,
2021, excluding the six months ended June 30, 2021
$
392
2022
1,397
2023
1,675
2024
1,334
2025
1,376
Thereafter
4,631
Total future minimal lease funds
$
10,805
Legal Proceedings-From time to time, the Company could face authorized claims or actions within the regular course of enterprise. At every reporting date, the Company evaluates whether or not a possible loss quantity or a possible vary of loss is possible and fairly estimable beneath the provisions of the authoritative steering that addresses accounting for contingencies. The Company bills as incurred the prices associated to its authorized proceedings.
8. INCOME TAXES
For the three and 6 month intervals ended June 30, 2021 and the yr ended December 31, 2020, the Company didn’t file a tax provision because the Company was in an general loss place and maintains a full valuation allowance in opposition to its web deferred tax belongings.
9. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Authorized Shares
At June 30, 2021, the Company’s approved shares consisted of 6,000,000 shares of Class A typical inventory, $0.0001 par worth; and 32,402,876 shares of Class B widespread inventory, $0.0001 par worth; 21,572,285 shares of most popular inventory, par worth of $0.0001 per share; 5,075,585 of that are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 7,915,363 of that are designated as Series A1 Convertible Preferred Stock (“Series A1 Preferred Stock”), 3,043,029 of that are designated as Series A2 Convertible Preferred Stock (“Series A2 Preferred Stock”) and 5,538,308 of that are designated as Series A3 Convertible Preferred Stock (“Series A3 Preferred Stock”); (collectively the “Series Preferred Stock”).
At June 30, 2021, the Company has reserved 31,940,254 shares of its Class B widespread inventory to offer for the conversion of the popular inventory, its Class A typical inventory and train of inventory choices.
Preferred Stock
During the yr ended December 31, 2016, the Company issued 5,075,585 shares of Series A Preferred Stock at a purchase order value of $1.2948 per share.
During the yr ended December 31, 2018, the Company issued 7,915,363 shares of Series A1 Preferred Stock at a purchase order value of $2.1174 per share.
During the yr ended December 31, 2019, the Company issued 3,043,029 shares of Series A2 Preferred Stock at a purchase order value of $3.2862 per share for proceeds of $10.0 million.
During the yr ended December 31, 2020, the Company issued 4,143,304 shares of Series A3 Preferred Stock at a purchase order value of $3.2862 per share for proceeds of $13.5 million.
The following desk summarizes the small print of the Convertible Preferred Stock approved, issued and excellent as of June 30, 2021 and December 31, 2020:
June 30,
December 31,
Convertible Preferred Stock Classes
2021
2020
Series A Convertible Preferred Stock $0.0001 par worth – approved, issued and excellent, 5,075,585 shares, (liquidation desire of $6,572 at June 30, 2021 and December 31, 2020).
$
6,477
$
6,477
Series A1 Convertible Preferred Stock $0.0001 par worth – approved, issued and excellent, 7,915,363 shares, (liquidation desire of $16,760 at June 30, 2021 and December 31, 2020).
16,678
16,678
Series A2 Convertible Preferred Stock $0.0001 par worth – approved, issued and excellent, 3,043,029 shares, (liquidation desire of $10,000 at June 30, 2021 and December 31, 2020).
9,995
9,995
Series A3 Convertible Preferred Stock $0.0001 par worth – 5,538,308 shares approved, and 4,143,304 shares issued and excellent, (liquidation desire of $13,616 at June 30, 2021 and no shares approved, issued or excellent at December 31, 2020).
13,520
13,520
Total
$
46,670
$
46,670
The following describes the rights and preferences of the Company’s Series Preferred Stock:
Voting – The holders of Series Preferred Stock vote along with all different courses and collection of inventory as a single class on an as-converted foundation. Each share of Series Preferred Stock entitles the holder to such variety of votes per share as shall equal the variety of shares of widespread inventory into which the share is then convertible. The holders of the Series A1 and A2 Preferred Stock, collectively, are entitled to elect two administrators to the Company’s Board of Directors and holders of the Series A3 Preferred Stock are entitled to elect two administrators to the Company’s Board of Directors.
Dividends – Dividends could also be declared and paid on Series Preferred Stock from funds lawfully accessible as and when decided by the Company’s Board of Directors. Through June 30, 2021, no dividends have been declared.
Liquidation – Upon any liquidation, dissolution, or winding up of the Company, whether or not voluntary or involuntary, the holders of the Series Preferred Stock are entitled to first be paid out of belongings accessible for distribution, prior and instead of any distribution to the holders of the Company’s widespread inventory, the better of (a) an quantity equal to $1.2948 per share for Series A Preferred Stock, $2.1174 per share for Series A1 Preferred Stock, plus declared however unpaid dividends, $3.2862 per share for Series A2 Preferred Stock, plus declared however unpaid dividends, $3.2862 per share for Series A3 Preferred Stock, plus declared however unpaid dividends (b) an quantity per share that may have been payable had all shares of the Series Preferred Stock been transformed to shares of Class B widespread inventory instantly previous to any liquidation, dissolution, or winding up of the Company.
Conversion – Each holder of Series Preferred Stock has the appropriate, at their choice at any time, to transform any such shares of Series Preferred Stock into absolutely paid and nonassessable shares of Class B widespread inventory. The conversion ratio is set by dividing the acquisition value by the conversion value, which is the same as $1.29483, $2.11740, $3.28620 and $3.28620 per share for Series A, A1, A2 and A3 Preferred Stock, respectively. The conversion value is topic to vary if sure dilutive occasions happen. Conversion is obligatory with an preliminary public providing of the Company’s widespread inventory with a price of a minimum of $40 million of gross proceeds to the Company or upon the election of better than 50% of the holders of Series Preferred Stock.
Redemption – The Series Preferred Stock will not be topic to obligatory or non-compulsory redemption aside from in reference to a liquidation, dissolution, or winding-up of the Company.
Common Stock
Classes of Common Stock
Class A typical inventory receives 20 votes per share and converts into Class B at a one-to-one conversion price per share. Class B widespread inventory receives 1 vote per share.
Restricted Stock Agreements – In 2014, the Company issued 6,000,000 shares of Class A typical inventory to the preliminary founders of the Company at par and contained a repurchase proper by the Company on the lesser of the unique buy value of $0.0001 per share of the then present honest worth of the share, which lapsed over a four-year interval. In 2016 and 2018 these shares have been amended with respect to the lapse of the repurchase rights, such that starting as of January 2018 60% % of the shares have been vested and the remaining shares vest over a thirty-six month interval.
As of June 30, 2021 the Company has no shares of unvested widespread inventory.
10. STOCK-BASED COMPENSATION
2014 Plan – In 2014, the Board of Directors accepted the adoption of the 2014 Stock Incentive Plan (the “Plan”). The Plan permits for the award of incentive and nonqualified inventory choices, restricted inventory, and different stock-based awards to staff, officers, administrators, consultants, and advisors of the Company. Awards could also be made beneath the Plan for as much as 4,830,591 shares of Class B widespread inventory. The Board of Directors administers the Plan and determines the train value of choices, buy value for restricted inventory, the charges at which awards vest, and the opposite phrases and situations of the awards. Options and restricted inventory typically vest 25% upon the primary anniversary of the grant date and on the price of 6.25% per quarter thereafter over a three-year interval for workers or over the service interval for nonemployees and expire 10 years from the date of grant.
The Company grants inventory choices to staff at train costs deemed by the Board of Directors to be equal to the honest worth of the widespread inventory on the time of grant. The honest worth of the Company’s inventory choices and warrants on the date of grant is set by a Black-Scholes pricing mannequin using key assumptions comparable to inventory value, anticipated volatility and anticipated time period. The Company’s estimates of those assumptions are based totally on the honest worth of the Company’s inventory, historic knowledge, peer firm knowledge and judgement relating to future tendencies. The honest worth of the Company’s widespread inventory has been decided by the Board of Directors at every award grant date based mostly upon a wide range of components, together with the outcomes obtained from a third-party valuation, the Company’s monetary place and historic monetary efficiency, the standing of technological growth inside the Company’s proposed merchandise, the illiquid nature of the widespread inventory, arm’s-length gross sales of the Company’s capital inventory, together with convertible most popular inventory, the impact of the rights and preferences of the popular shareholders, and the prospects of a liquidity occasion, amongst others, because the Company’s widespread inventory will not be actively traded.
During the three and 6 months ended June 30, 2021, the Company granted choices to buy 89,000, and 1,148,758 shares, respectively of widespread inventory, to staff and consultants with a good worth of $532 and $4,657, respectively, calculated utilizing the Black-Scholes option-pricing mannequin with the next assumptions:
Three Months
Six Months
Ended June 30,
Ended June 30,
2021
2021
Risk-free rate of interest
1.11% – 1.13%
0.45% – 1.13%
Expected lives, in years
5.99 – 6.08
5.20 – 6.11
Dividend yield
-%
-%
Expected volatility
70.64% – 70.92%
69.66% – 71.02%
Fair worth of Common Stock
$9.50
$6.26 – $9.50
The risk-free rate of interest assumption relies upon noticed rates of interest acceptable for the time period of the associated inventory choices. The anticipated lifetime of worker and non-employee inventory choices was calculated utilizing the common of the contractual time period of the choice and the weighted-average vesting interval of the choice, because the Company doesn’t have enough historical past to make use of another technique to calculate an anticipated life for workers. The Company doesn’t pay a dividend and isn’t anticipated to pay a dividend within the foreseeable future. Expected volatility for the Company’s widespread inventory was decided based mostly on a median of the historic volatility of a peer group of comparable public firms.
At June 30, 2021, the entire gross unrecognized stock-based compensation expense associated to unvested inventory choices aggregated $4,922. The prices remaining as of June 30, 2021 are anticipated to be acknowledged over a weighted-average interval of three.16.
Total stock-based compensation expense associated to the entire Company’s stock-based awards granted is reported within the statements of operations as follows:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2021
2020
2021
2020
Research and growth
$
145
$
60
$
256
$
133
Sales and advertising
21
0
36
(19
)
General and administrative
203
21
333
44
Total
$
369
$
81
$
625
$
158
The Company plans to typically problem beforehand unissued shares of widespread inventory for the train of inventory choices.
There have been 776,458 shares accessible for award beneath the Plan at June 30, 2021.
The choice exercise of the Plan for the three and 6 months ended June 30, 2021, is as follows:
Remaining
Exercise
Contractual Life
Options
Price
(in Years)
Outstanding at January 1, 2021
2,695,482
$
1.01
7.89
Granted
1,148,758
6.51
9.40
Exercised
(132,207
)
0.84
3.86
Repurchased, cancelled, forfeited, or expired
(120,522
)
2.39
–
Options vested and anticipated to vest at June 30, 2021
3,591,511
$
2.73
8.07
The weighted-average grant date honest worth for choices granted in the course of the three and 6 months ended June 30, 2020 was $0.82 for each intervals. The combination intrinsic worth of choices exercised in the course of the three and 6 months ended June 30, 2020 was $0 for each intervals.
The weighted-average grant date honest worth for choices granted in the course of the three and 6 months ended June 30, 2021 was $5.97 and $4.05, respectively. The combination intrinsic worth of choices exercised in the course of the three and 6 months ended June 30, 2021 was $31 and $65, respectively.
Common Stock Reserved for Future Issuance
As of June 30, 2021 and December 31, 2020, the Company has reserved the next shares of Common Stock for future issuance:
As of
June 30,
December 31,
2021
2020
Common Stock choices excellent
3,592
2,695
Shares accessible for issuance beneath the Plan
699
1,728
Warrants
77
77
Class A shares
6,000
6,000
Convertible Preferred Stock excellent
20,177
20,177
Convertible Preferred Stock accessible
1,395
1,395
Total shares of approved Common Stock reserved for future issuance
31,940
32,072
11. EMPLOYEE RETIREMENT PLAN
The Company maintains the Vicarious Surgical, Inc. 401(ok) plan, beneath Section 401(ok) of the Internal Revenue Code, masking all eligible staff. Employees of the Company could take part within the 401(ok) Plan after three months of service and have to be 21 years of age. The Company affords a company-funded matching contribution which totaled $93 and $168 for the three and 6 month intervals ended June 30, 2021, respectively and $55 and $109 for the three and 6 month intervals ended June 30, 2020, respectively.
12. NET LOSS PER SHARE
The Company computes fundamental loss per share utilizing web loss attributable to Vicarious Surgical, Inc. widespread shareholders and the weighted-average variety of widespread shares excellent throughout every interval. Diluted earnings per share embody shares issuable upon train of excellent inventory choices and stock-based awards the place the conversion of such devices could be dilutive.
For the Three MonthsEnded June 30,
For the Six MonthsEnded June 30,
2021
2020
2021
2020
Numerator for fundamental and diluted web loss per share:
Net loss
$
(6,638
)
$
(3,047
)
$
(11,869
)
$
(5,750
)
Denominator for fundamental and diluted web loss per share:
Weighted common shares
6,454,329
5,564,961
6,404,522
5,664,032
Net loss per share of Class A and Class B widespread inventory – fundamental and diluted
$
(1.03
)
$
(0.55
)
$
(1.85
)
$
(1.02
)
For the three and 6 months ended June 30, 2021 and 2020 the impact of dilutive securities, together with non-vested inventory choices, restricted inventory awards, widespread inventory warrants, and convertible most popular inventory, was excluded from the denominator for the calculation of diluted web loss per share as a result of the Company acknowledged a web loss for the intervals and their inclusion could be antidilutive. Dilutive securities excluded have been 23,846,042 for the three and 6 months ended June 30, 2021 and 18,008,068 shares for the three and 6 months ended June 30, 2020.
13. SUBSEQUENT EVENTS
Management has evaluated subsequent occasions occurring by way of September 23, 2021, the date that these monetary statements have been accessible to be issued and decided that aside from the merger with D8 Holdings Corp, disclosed in Note 1, no extra subsequent occasions have occurred that may require recognition or disclosure in these monetary statements aside from these on this notice.
* * * * * *
– 19 –
Disclaimer
D8 Holdings Corp. printed this content material on 23 September 2021 and is solely liable for the knowledge contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 20:11:06 UTC.
