Vicarious Surgical (RBOT) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 20, 2026, to vote on an assignment for the benefit of creditors followed by voluntary dissolution and liquidation under a Plan of Dissolution, if deemed in the best interests of stockholders by the board.

• Board unanimously recommends voting FOR the Assignment and Dissolution Proposal, which includes authorization to abandon the process if necessary.

• The company faces recurring losses, negative cash flow, inability to raise capital, and unsuccessful attempts to sell the business, leading to the proposed dissolution.

• Based on current liabilities and assets, it is unlikely that stockholders will receive any distribution from the liquidation.

• Upon completion, the company will cease all business activities except those related to winding up and liquidating affairs, and intends to terminate its status as a public reporting company.

Voting matters and shareholder proposals

• Only one proposal: approval of the Assignment and Dissolution, including the Plan of Dissolution, with board authorization to abandon if needed.

• Each Class A share has one vote; each Class B share has 20 votes.

• Approval requires a majority in voting power of outstanding common stock.

• Abstentions count as votes against the proposal.

• No other matters are expected to be acted upon at the meeting.

Board of directors and corporate governance

• Board determined dissolution is in the best interests of stockholders after considering financial projections, debts, inability to raise capital, and lack of buyers.

• Board retains discretion to abandon or modify the Plan of Dissolution without further stockholder action.

• Board will select the Assignee to oversee liquidation; currently expected to be Resolution Financial Advisors or an affiliate.