Vicarious Surgical (RBOT) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 21, 2026, to vote on an assignment for the benefit of creditors followed by voluntary dissolution and liquidation under a Plan of Dissolution.

• Board unanimously recommends approval, citing ongoing losses, inability to secure financing, and lack of viable alternatives.

• If approved, all assets will be assigned to a third-party assignee for liquidation, with proceeds used to pay creditors; distributions to stockholders are unlikely.

• Upon dissolution, the company will cease business activities except for winding up affairs and will terminate SEC reporting status.

Voting matters and shareholder proposals

• Only one proposal: approval of the Assignment and Dissolution, including authorization for the Board to abandon the process if deemed necessary.

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

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

• Board recommends voting "FOR" the proposal.

Board of directors and corporate governance

• Board retains discretion to proceed with or abandon the Assignment and Dissolution after stockholder approval.

• Board may modify or amend the Plan of Dissolution without further stockholder action.

• Certain directors may resign upon appointment of the Assignee.