DEF: Vicarious Surgical Seeks Reverse Stock Split After NYSE Delisting

Vicarious Surgical Inc. is seeking stockholder approval for a reverse stock split to boost its share price and facilitate a potential Nasdaq Capital Market listing following its delisting from the NYSE.

Summary

• Stockholders are invited to a Special Meeting on April 8, 2026, to vote on a proposal to amend the Certificate of Incorporation to effect a reverse stock split.
• The proposed reverse stock split ratio will be between 1-for-2 and 1-for-30, with the exact ratio and implementation decided by the Board of Directors.
• The primary goal of the reverse stock split is to increase the per-share trading price of Class A common stock to meet Nasdaq Capital Market listing requirements, which include a minimum bid price of $4.00.
• Vicarious Surgical's Class A common stock was delisted from the NYSE on March 3, 2026, due to failing to maintain an average global market capitalization of at least $15,000,000 over a 30-trading day period.
• The company's Class A common stock began trading on the OTCID market tier under the symbol RBOT on March 4, 2026.
• As of March 16, 2026, there were 7,124,218 shares of common stock outstanding and entitled to vote, comprising 6,470,228 Class A shares and 653,990 Class B shares.
• Each Class A common stock share carries one vote, while each Class B common stock share carries twenty votes.
• The reverse stock split will result in proportionate adjustments to outstanding derivative securities, including 623,018 stock options under the 2021 Plan (weighted average exercise price $39.02), 297,600 CEO inducement grant options (weighted average exercise price $8.92), 18,807 restricted stock units, and 3,221,619 warrants (exercise prices $345 and $5.10).
• Stockholders owning fractional shares after the split will receive a cash payment based on the Class A common stock's closing price on the OTC Markets on the last trading day prior to the split's effective date.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a low sentiment score due to the company's recent NYSE delisting, current trading on the OTC market, and the necessity of another reverse stock split to attempt to meet Nasdaq listing requirements, indicating significant underlying challenges.

Positives

• The proposed reverse stock split aims to increase the per-share trading price, potentially making the stock more attractive to a broader range of institutional and long-term investors who avoid low-priced stocks.
• Successful relisting on Nasdaq Capital Market could improve visibility, liquidity, and investor interest, mitigating risks associated with OTC market quotation.
• The Board's discretion to choose the exact ratio within the 1-for-2 to 1-for-30 range provides flexibility to maximize anticipated benefits.

Negatives

• The company was delisted from the NYSE on March 3, 2026, due to failing to meet the minimum average global market capitalization requirement of $15,000,000.
• The Class A common stock currently trades on the OTCID market tier, which typically has lower visibility and liquidity compared to national exchanges.
• The company does not currently meet all initial listing requirements for Nasdaq Capital Market, specifically needing additional actions for the minimum stockholders' equity and market value of unrestricted publicly held shares.
• There is no guarantee that the reverse stock split will result in a permanent increase in the market price or that the company will successfully list on Nasdaq.

Risks

• The proposed Reverse Stock Split may not increase the price of Class A common stock or have the desired effects, and the price may not rise proportionally or could decline again.
• The Reverse Stock Split may decrease the liquidity of Class A common stock due to a reduced number of outstanding shares.
• Not reducing the number of authorized shares while decreasing outstanding shares could make a change of control more difficult by increasing shares available for issuance, potentially having an anti-takeover effect.
• There is a negative perception of reverse stock splits among many investors, analysts, and market participants, and the stock price of some companies has declined back to pre-split levels.
• Failure to meet Nasdaq's initial listing standards, even after a reverse stock split, could lead to continued quotation on an over-the-counter market, reducing visibility, liquidity, and value of Class A common stock.

Future Outlook

The company hopes to list its Class A common stock on Nasdaq in the future and expects the reverse stock split will be necessary to meet minimum bid price and/or minimum closing stock price requirements. However, there is no assurance that the company will meet all initial listing standards for Nasdaq, even after a reverse stock split, or that its application will be approved.

Management Comments

• "We hope you will be able to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, it is important that you cast your vote either in person or by proxy."
• "Our board of directors recommends the approval of this proposal."
• "The Board expects that we will need to take additional actions to comply with the minimum stockholders equity requirement and the requirement to have a market value of unrestricted publicly held shares requirement."

Industry Context

StockSavvy.ai notes that reverse stock splits are often a last resort for companies facing delisting from major exchanges due to low share prices. While intended to meet listing requirements and attract institutional investors, they frequently carry a negative market perception. The move from NYSE to OTCID, followed by an attempt to uplist to Nasdaq via a reverse split, indicates significant challenges in maintaining market capitalization and investor confidence. This strategy is common among companies struggling with valuation, but its success is highly dependent on underlying business performance and broader market sentiment, which are not detailed in this proxy filing.

Comparison to Industry Standards

• The NYSE's delisting standard of $15,000,000 average global market capitalization over 30 trading days is a common threshold for maintaining listing on major exchanges, indicating Vicarious Surgical Inc. fell significantly below this benchmark.
• Nasdaq Capital Market's initial listing requirements, including a $4.00 bid price, $15 million market value of unrestricted publicly held shares, and $5.0 million stockholders' equity, are standard for smaller-cap growth companies. Vicarious Surgical's current inability to meet these without a reverse split and 'additional actions' suggests its financial standing is below typical Nasdaq-listed peers.
• The company's previous 1-for-30 reverse stock split on June 12, 2024, indicates a recurring issue with maintaining a sufficient share price, which is a red flag compared to industry peers that typically avoid such frequent capital structure adjustments.

Corporate Governance

Stakeholder Impact

• Shareholders: Will experience a reduction in the number of shares held, with a proportionate increase in per-share price (if successful), and cash in lieu of fractional shares. Percentage ownership will remain largely unchanged, but liquidity may decrease.
• Potential Investors: The reverse split aims to attract new institutional and retail investors by increasing the share price and potentially uplisting to Nasdaq, making the stock appear more 'investable'.
• Employees: Potential uplisting to Nasdaq could improve company visibility and morale, but continued market struggles could impact confidence.
• Lenders and Industry Partners: Failure to regain listing on a national exchange could cause a loss of confidence, potentially harming business and future prospects.

Next Steps

• Stockholders to vote on the Reverse Split Proposal at the Special Meeting on April 8, 2026.
• If approved, the Board of Directors will determine the exact ratio (1-for-2 to 1-for-30) and effective time of the reverse stock split.
• The company expects to take additional actions to comply with Nasdaq's minimum stockholders' equity and market value of unrestricted publicly held shares requirements.
• The company will publish preliminary or final voting results in a Current Report on Form 8-K within four business days of the Special Meeting.

Key Dates

Recommendation

The company's recent delisting from the NYSE, current trading on the OTC market, and the need for a second reverse stock split within two years (following a 1-for-30 split in June 2024) are strong indicators of severe and persistent financial and operational challenges. While the reverse split aims to facilitate a Nasdaq listing, there's no guarantee of success, and such actions often lead to further price declines. The increased number of authorized but unissued shares also presents dilution risk. Seasoned investors would likely view these factors as significant red flags, suggesting a 'sell' recommendation due to high risk and poor performance indicators.

Keywords

Reverse Stock Split, Nasdaq Capital Market, NYSE Delisting, OTC Markets, Corporate Governance, Stockholder Meeting, Common Stock, Share Price, Investment, Vicarious Surgical