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RBOT on OTC

Vicarious Surgical Inc.

Vicarious Surgical Inc. is an American orthopedic company based in Waltham, listed on OTC (RBOT).1

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Last updated Oct 21, 2026.

Overview

-$50.2MNet income, fiscal 20252

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  • TickerRBOT on OTC1
  • IndustryOrthopedic, Prosthetic & Surgical Appliances & Supplies1
  • HeadquartersWaltham, Massachusetts1
  • Incorporated inDE3
  • Business address78 Fourth Avenue, Waltham, Ma 024513
  • Filer category, Emerging growth company3
  • Legal formCorporation

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Surgical System is designed with a smaller footprint intended to allow it to pass through standard hospital and operating room doorways.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-509.9%Return on equity2
-$45.2MFree cash flow2

Financial statements

Operating income56782-$50.0M in 2025+285% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$13.0M-$13.0M20202021: -$38.2M-$38.2M2021+194%2022: -$80.1M-$80.1M2022+110%2023: -$80.7M-$80.7M2023+1%2024: -$66.6M-$66.6M2024−17%2025: -$50.0M-$50.0M2025−25%
Net income56782-$50.2M in 2025+290% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2020: -$12.9M-$12.9M20202021: -$35.2M-$35.2M2021+173%2022: $5.2M$5.2M20222023: -$71.1M-$71.1M20232024: -$63.2M-$63.2M2024−11%2025: -$50.2M-$50.2M2025−21%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Research and development$33.6M$40.2M
Sales and marketing$2.2M$4.5M
General and administrative$15.2M$21.9M
Gain on lease modification, net-$941.0K
Total operating expenses$50.0M$66.6M
Loss from operations-$50.0M-$66.6M
Loss on disposal of leasehold improvements-$1.9M
Change in fair value of warrant liabilities$787.0K$43.0K
Interest and other income, net$973.0K$3.3M
Total other (expense) income, net-$155.0K$3.3M
Net loss-$50.2M-$63.2M
Net unrealized (loss) income on investments-$46.0K$40.0K
Other comprehensive (loss) income-$46.0K$40.0K
Comprehensive net loss-$50.2M-$63.2M

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Corporate structure

Vicarious Surgical Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Vicarious Surgical Inc.

  • Vicarious Surgical Inc. Waltham, Massachusetts

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Vicarious Surgical Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$7.1M2 Dec 31, 2025$10.0M2 Dec 31, 2024−28.9%
Accumulated depreciation$5.8M2 Dec 31, 2025$5.5M2 Dec 31, 2024+6.0%
Property and equipment, net$1.3M2 Dec 31, 2025$4.5M2 Dec 31, 2024−71.7%
Operating-lease assets (leased space)$5.8M2 Dec 31, 2025$10.6M2 Dec 31, 2024−45.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.6M2 Dec 31, 2025$9.7M2 Dec 31, 2024−73.6%
Marketable securities, current$7.2M2 Dec 31, 2025$39.4M2 Dec 31, 2024−81.6%

Properties, in its own words

We currently maintain all of our operations, including executive offices and manufacturing and laboratory space at 78 Fourth Avenue, Waltham, Massachusetts 02451. We lease office space under operating leases. On October 17, 2025, we entered into a lease amendment which eliminates the second space at 62 Fourth Avenue, commencing on December 23, 2025. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 9, 2026.4

Leadership

Who has led Vicarious Surgical Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Stephen From2025–now

President

  1. Randolph A. Clark2024

Chief financial officer

  1. Sarah Romano2025–now

Chief operating officer

  1. John Mazzola2023–now
2025
Board members and other officers (17)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • PresidentAdam Sachs named Oct 15, 202531
  • DirectorRandy Clark named Oct 15, 202531
  • DirectorVictoria Carr-Brendel named Oct 15, 202531

Former names

  • D8 Holdings Corp.May 22, 2020 to Sep 20, 20213

Timeline

  1. Jul 21, 20268-K Entered a material agreement; Completed an acquisition or sale; Executive or director change32
  2. Jun 24, 20268-K Executive or director change33
  3. Apr 8, 20268-K Shareholder vote34
  4. Mar 9, 20268-K Results of operations; Other events35
  5. Mar 6, 20268-K Executive or director change36
  6. Mar 4, 20268-K Listing notice or transfer; Regulation FD disclosure37
  7. Feb 2, 20268-K Executive or director change38
  8. Jan 9, 20268-K Shareholder vote39
  9. Dec 16, 20258-K Entered a material agreement; Listing notice or transfer; Other events40
  10. Dec 3, 20258-K Executive or director change; Regulation FD disclosure41
  11. Nov 12, 20258-K Results of operations42
  12. Oct 8, 20258-K Entered a material agreement; Unregistered sale of shares; Other events43
  13. Aug 11, 2025New chief executive Stephen From becomes CEO12

Calendar

When it reported results

  1. Mar 9, 2026Reported quarterly or annual results35
  2. Nov 12, 2025Reported quarterly or annual results42
  3. Aug 12, 2025Reported quarterly or annual results44
  4. May 13, 2025Reported quarterly or annual results45
  5. Mar 17, 2025Reported quarterly or annual results46
  6. Nov 12, 2024Reported quarterly or annual results47
  7. Aug 12, 2024Reported quarterly or annual results48
  8. Apr 29, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

590 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 56 major events, 319 insider forms, 19 large holders, 1 private raises, 174 other. The latest 20:

  1. Jul 27, 202615-12G EDGAR
  2. Jul 24, 2026EFFECT EDGAR
  3. Jul 24, 2026EFFECT EDGAR
  4. Jul 24, 2026EFFECT EDGAR
  5. Jul 24, 2026EFFECT EDGAR
  6. Jul 24, 2026EFFECT EDGAR
  7. Jul 24, 2026EFFECT EDGAR
  8. Jul 24, 2026EFFECT EDGAR
  9. Jul 24, 2026EFFECT EDGAR
  10. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  11. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  12. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  13. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  14. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  15. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 EDGAR
  16. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 8 TO FORM S-3 EDGAR
  17. Jul 21, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 8 TO FORM S-3 EDGAR
  18. Jul 21, 20268-K CURRENT REPORT EDGAR
  19. Jun 24, 20268-K CURRENT REPORT EDGAR
  20. Jun 22, 2026DEF 14A DEFINITIVE PROXY STATEMENT EDGAR

The 590 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

232 open-market trades by officers, directors and large owners since October 2021: 22 buys and 210 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 20, 2026Sachs Adam DavidPresidentSale942$2.09$2.0KForm 4
Feb 20, 2026Khalifa SammyChief Technology OfficerSale754$2.08$1.6KForm 4
Dec 3, 2025Sachs Adam DavidPresidentSale463$2.95$1.4KForm 4
Dec 3, 2025Khalifa SammyChief Technology OfficerSale239$2.97$710Form 4
Nov 20, 2025Khalifa SammyChief Technology OfficerSale653$2.74$1.8KForm 4
Nov 20, 2025Sachs Adam DavidPresidentSale816$2.72$2.2KForm 4
Sep 3, 2025Sachs Adam DavidPresidentSale463$5.76$2.7KForm 4
Sep 3, 2025Khalifa SammyChief Technology OfficerSale239$5.72$1.4KForm 4
Aug 26, 2025Tang Donald FDirectorSale2,753$6.70$18.4KForm 4
Aug 20, 2025Khalifa SammyChief Technology OfficerSale653$6.04$3.9KForm 4
Aug 20, 2025Sachs Adam DavidPresidentSale817$6.03$4.9KForm 4
Aug 20, 2025Tang Donald FDirectorSale2,059$6.04$12.4KForm 4
Aug 19, 2025Tang Donald FDirectorSale100$6.68$668Form 4
Jun 23, 2025Sachs Adam DavidPresidentSale279$7.80$2.2KForm 4
Jun 23, 2025Khalifa SammyChief Technology OfficerSale223$7.81$1.7KForm 4
Jun 3, 2025Khalifa SammyChief Technology OfficerSale239$7.25$1.7KForm 4
Jun 3, 2025Sachs Adam DavidPresidentSale463$7.22$3.3KForm 4
May 20, 2025Khalifa SammyChief Technology OfficerSale653$7.52$4.9KForm 4
May 20, 2025Sachs Adam DavidPresidentSale817$7.53$6.2KForm 4
Mar 21, 2025Sachs Adam DavidPresidentSale161$7.92$1.3KForm 4

All 232 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$11.7M 2025–2025
Money received by yearMoney received by year, 2025–2025: $11.7M in all. Private raises (Form D) $11.7M.$0$5M$10M$15M2025 · Private raises (Form D): $11.7M2025
Figures by year
YearPrivate raises (Form D)Total
2025$11.7M$11.7M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Oct 9, 2025Raised $11.7 million in a private offering of equity31 Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
K5 Global Advisor LLC720$5.0K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Vicarious Surgical Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVicarious Surgical Inc.1
  • CIK0001812173
  • Employer ID (EIN)87-26781694
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3842 Orthopedic, Prosthetic & Surgical Appliances & Supplies1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address78 Fourth Avenue, Waltham, MA 024511
  • Phone(617) 868-17001
  • Shares outstanding6,468,185 Common Class A shares; 653,990 Common Class B shares as of Feb 25, 20264
  • Public float$38.8M as of Jun 30, 20254
  • AuditorCherry Bekaert LLP, Raleigh, North Carolina PCAOB ID 677; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMay 22, 20201
  • Filings693 in all: 4 (310), 144 (101), 8-K (68), 3 (31), 425 (23), 10-Q (18), EFFECT (16), SC 13G/A (12)1
    All 43 form types

    POS AM (10), SC 13G (10), 424B3 (9), DEF 14A (7), 10-K (6), 4/A (6), CORRESP (6), S-8 (6), 424B5 (5), PRE 14A (5), SC 13D (5), 25-NSE (3), 8-K/A (3), ARS (3), S-3 (3), UPLOAD (3), 10-Q/A (2), DEFA14A (2), S-1 (2), S-4/A (2), SC 13D/A (2), 10-K/A (1), 15-12G (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DRS (1), NT 10-Q (1), S-1/A (1), S-1MEF (1), S-4 (1), S-4MEF (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 9, 2026
    Quarterly report (10-Q) Apr 30, 2026
    Proxy statement (DEF 14A) Jun 22, 2026
    Latest 8-K (8-K) Jul 21, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareRBOTThe New York Stock Exchange

From the cover page of the 10-K filed Mar 9, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Vicarious Surgical Inc. names in Item 1A of its 10-K filed Mar 9, 2026: 73 risks under these headings, as written.4

  • Risks Related to Our Financial Condition and Capital Requirements
  • There is substantial doubt about whether we can continue as a going concern.
  • Our suspension from the New York Stock Exchange in connection with its decision to commence delisting proceedings and our transition to OTCID market tier may adversely affect the liquidity and market price of our Class A common stock.
  • We have a limited operating history on which to assess the prospects for our business, we have not generated any revenue from sales of the Vicarious Surgical System, and have incurred losses since inception. We anticipate that we will continue to incur significant losses for at least the next several years as we develop and commercialize the Vicarious Surgical System for use in ventral hernia repair procedures and future indications.
  • We have incurred significant losses since inception. As such, you cannot rely upon our historical operating performance to make an investment or voting decision regarding us.
  • We will need to raise additional funding to develop and commercialize the Vicarious Surgical System and to expand our research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product commercialization or development efforts or cease our operations.
  • Risks Related to Our Business and Operations
  • We are a development stage company with a limited history of operations and no products with marketing authorization in any jurisdiction, and we cannot assure you that we will ever have a commercialized product.
  • If we do not successfully manage the development and launch of the Vicarious Surgical System, our business, operating and financial results and condition could be adversely affected.
  • The market for the Vicarious Surgical System and the use of robotic-assisted surgical technology is rapidly evolving, and increasingly competitive, as the healthcare industry is undergoing significant structural change, which makes it difficult to forecast demand for our product candidates and technologies.
  • Because our markets are highly competitive, customers may choose to purchase our competitors’ products or services or may not accept the Vicarious Surgical System for use in ventral hernia repair procedures, which would result in a reduced ability to generate future revenue.
  • Our success depends upon market acceptance of the Vicarious Surgical System for use in ventral hernia repair procedures, our ability to develop and commercialize the Vicarious Surgical System for use in ventral hernia repair procedures and additional surgical applications and generate revenues, and our ability to identify new markets for our technology.
The other 63 risks
  • Surgeons, hospitals, ASCs and distributors may have existing relationships with other medical device companies that make it difficult for us to establish new relationships with them, and as a result, we may not be able to sell and market the Vicarious Surgical System effectively.
  • Any failure in our efforts to train surgeons, hospital or ASC staff could result in lower than expected product sales and potential liabilities.
  • Robotic-assisted surgical device development is costly and involves continual technological change, which may render the Vicarious Surgical System obsolete.
  • We are highly dependent upon the continued contributions of our management team. The loss of their services could harm our business, and if we are unable to attract, recruit, train, retain, motivate and integrate key personnel, we may not achieve our goals.
  • We will need to expand our organization, and we may experience difficulties in recruiting needed additional employees and consultants, which could disrupt our operations.
  • We face significant risks to our business when we engage in the outsourcing of engineering work, including outsourcing of software work overseas, which, if not properly managed, could result in the loss of valuable intellectual property, increased costs due to inefficient and poor work product, and subject us to export control restrictions which could impede or prevent us from working with partners internationally, which could harm our business, including our financial results, reputation and brand.
  • We have no experience in marketing and selling the Vicarious Surgical System and if we are unable to successfully commercialize the Vicarious Surgical System, our business and operating results will be adversely affected.
  • We expect to generate a portion of our revenue internationally in the future and may become subject to various additional risks relating to our international activities, including any clinical trials or product studies conducted outside of the United States, which could adversely affect our business, operating results and financial condition.
  • If we experience decreasing prices for our product candidates and technologies and are unable to reduce our expenses, including the per unit cost of producing our product candidates and technologies, there may be a material adverse effect on our business, results of operations, financial condition and cash flows.
  • We may experience manufacturing problems or delays that could limit the growth of our revenue or increase our losses.
  • We rely on limited or sole suppliers for some of the materials and components used in the Vicarious Surgical System, and may not be able to find replacements or immediately transition to alternative suppliers, which could require us to redesign aspects of the Vicarious Surgical System and which would have a material adverse effect on our business, financial condition, results of operations and reputation.
  • Acquisitions, joint ventures or strategic alliances could disrupt our business, cause dilution to our stockholders and otherwise harm our business.
  • If we do not successfully develop, optimize and operate our sales and distribution channels or we do not effectively expand and update infrastructure, our operating results and customer experience may be negatively impacted.
  • If we are unable to continue the development of an adequate sales and marketing organization and/or if our direct sales organization is not successful, we may have difficulty achieving market awareness and selling our product and technologies in the future.
  • If we are unable to establish and maintain adequate sales and marketing capabilities or enter into and maintain arrangements with third parties to sell and market the Vicarious Surgical System, our business may be harmed.
  • Quality problems could lead to recalls or safety alerts and/or reputational harm and could have a material adverse effect on our business, results of operations, financial condition and cash flows.
  • If we are not able to develop and release new surgical applications for the Vicarious Surgical System, or successful enhancements, new features and modifications to the Vicarious Surgical System or to achieve adequate clinical utility, our business, financial condition and results of operations could be adversely affected.
  • Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
  • Geopolitical conflicts could potentially affect our sales and disrupt our operations and could have a material adverse impact on us.
  • The requirements of being a public company may strain our resources and divert management’s attention, which could adversely affect our business, results of operations, and financial condition.
  • We have identified a material weakness in our internal control over financial reporting. If we are unable to successfully remediate this material weakness in our internal control over financial reporting, we may not be able to report our financial condition or results of operations accurately or in a timely manner, which may adversely affect investor confidence in us and, as a result, materially and adversely affect our business and the value of our Class A common stock.
  • Our ability to use net operating losses to offset future income may be subject to certain limitations.
  • Changes in our effective tax rate or disallowance of our tax positions may adversely affect our financial position and results of operations.
  • We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and other worldwide anti-bribery laws by us or our agents.
  • Risks Related to Healthcare Industry Shifts and Changing Regulations
  • We are subject to extensive government regulation, which could restrict the development, marketing, sale and distribution of our product candidates and technologies and could cause us to incur significant costs.
  • There is no guarantee that the FDA will grant marketing authorization for the Vicarious Surgical System or any of our future product candidates and technologies, and failure to obtain necessary marketing authorization for the Vicarious Surgical System and our future product candidates and technologies would adversely affect our ability to grow our business.
  • Unsuccessful animal studies, clinical trials or procedures relating to product candidates and technologies under development could have a material adverse effect on our prospects.
  • Attracting patients to perform clinical trials and meeting clinical trial objectives can be more costly and time-consuming than expected and could be adversely affected by another health crisis.
  • If allowed to proceed with our clinical development programs, we may conduct clinical trials for certain of our product candidates at sites outside of the United States, and the U.S. regulatory agencies may not accept data from trials conducted in such locations.
  • We may rely on third parties to perform clinical trial planning, provide critical advice, conduct our clinical trials and facilitate obtaining regulatory approvals, authorizations, or clearances for our product candidates. Such third parties may not perform satisfactorily, including failing to meet deadlines for the completion of clinical trials.
  • The FDA may propose new guidance and/or regulations, or Congress may propose new legislation, to enhance and modernize the agency’s regulatory approach to device products and technologies, which may significantly affect product development costs, requirements, and other factors and additional uncertainty for our product candidates, technologies and business.
  • If we fail to obtain regulatory authorizations in other countries for existing or future product candidates, we will not be able to commercialize these product candidates and technologies in those countries.
  • If we, our contract manufacturers or our component suppliers are unable to manufacture the Vicarious Surgical System in sufficient quantities, on a timely basis, at acceptable costs and in compliance with regulatory and quality requirements, the manufacturing and distribution of our devices could be interrupted, and our product sales and operating results could suffer.
  • Our current or future product candidates, products and technologies may be subject to product recalls even after receiving marketing authorization from the FDA. A recall of the Vicarious Surgical System, either voluntarily or at the direction of the FDA, or the discovery of serious safety issues with our future products, could have a significant adverse impact on us.
  • We may be subject to enforcement action if we engage in improper or off-label marketing or promotion of the Vicarious Surgical System, including fines, penalties and injunctions.
  • We are subject to federal, state and foreign laws prohibiting “kickbacks” and false or fraudulent claims, and other fraud and abuse laws, transparency laws, and other health-care laws and regulations, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.
  • Our employees, independent contractors, principal investigators, contract research organizations, consultants or vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Health-care policy and payment changes may have a material adverse effect on our financial condition and results of operations.
  • Inadequate funding for the FDA and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and technologies from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.
  • Risks Related to Our Intellectual Property
  • If we are unable to protect our intellectual property, our ability to maintain any technological or competitive advantage over our competitors and potential competitors would be adversely impacted, and our business may be harmed.
  • The measures that we use to protect the security of our intellectual property and other proprietary rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights.
  • We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future product candidates and technologies, and we cannot provide any assurances that we would be able to obtain such licenses.
  • We and our partners may be sued for infringing the intellectual property rights of third parties. If that happens, such litigation would be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on our business.
  • We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.
  • Our issued patents could be found invalid or unenforceable if challenged in court, which could have a material adverse effect on our business.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to us, which could subject us to costly litigation.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • We may not be able to protect our intellectual property rights throughout the world, which could materially, negatively affect our business.
  • Patent terms may be inadequate to protect our competitive position on technology for an adequate amount of time.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Numerous factors may limit any potential competitive advantage provided by our intellectual property rights.
  • Litigation Risks
  • We face the risk of product liability claims and may be subject to damages, fines, penalties and injunctions, among other things.
  • We may face litigation and other risks as a result of the material weakness in our internal controls over financial reporting.
  • Risks Related to Our Securities and to Being a Public Company
  • Our outstanding warrants increase the number of shares eligible for future resale in the public market and, if exercised, will result in significant dilution to our stockholders.
  • The valuation of our warrants could increase the volatility in our net income (loss) in our consolidated statements of operations.
  • We are a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to “smaller reporting companies,” which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock.
  • If securities or industry analysts do not publish research or reports about our business or if they issue an adverse or misleading opinion regarding our securities, our stock price and trading volume could decline.
  • Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • The provisions of our Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against us or our directors, officers or other employees, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, or any litigation that we may be subject to or involved in may adversely affect our business, investments and results of operations.
  • Our principal stockholders and management will exert significant influence over us and their interests may conflict with yours in the future.

Legal proceedings

As of the date of this Annual Report on Form 10-K, to our knowledge, we are not party to and our property is not subject to any material pending legal proceedings. However, from time to time, we may become involved in legal proceedings or subject to claims that arise in the ordinary course of our business activities. Regardless of the outcome, such legal proceedings or claims could have an adverse impact on us because of defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.

The opening of Item 3, Legal Proceedings.4

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  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61