D8 Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On October 14, 2021, Vicarious Surgical US Inc. (the “Company”), a wholly-owned subsidiary of Vicarious Surgical Inc. (“Parent”), entered into an Amendment to the Lease (the “Lease Amendment”) amending that certain Lease Agreement dated as of January 25, 2021 (the “Lease”) between the Company and Fourth Avenue LLC, a Massachusetts limited liability company (the “Landlord”) pursuant to which the Company will lease an additional approximately 30,000 rentable square feet located at 62 Fourth Avenue Waltham, MA 02451 (the “Expansion Premises”) and extend the term of the Lease for the Company’s existing building to expire coterminously with the lease for the Expansion Premises. The Expansion Premises, which the Company plans to occupy on or about December 1, 2021, will provide additional needed space at the Company’s and the Parent’s corporate headquarters, which currently consists of approximately 42,000 rentable square feet of space located at 78 Fourth Avenue, Waltham, MA 02451 (“Existing Premises”).
Pursuant to the Lease Amendment, the Company and the Landlord also agreed to extend the term of the Lease, which was previously set to expire on February 28, 2029, for an additional period of three (3) years and one (1) month, until March 31, 2032, for all spaces covered by the Lease, with an option to renew for an additional five (5) years, until March 31, 2037, in accordance with the terms of the Lease Amendment. The Lease Amendment also modifies the fixed rent payable, commencing on or about December 1, 2021, to account for the annual base rent for the Expansion Premises and Existing Premises. The Lease Amendment also provides for certain building improvements to be carried out by, and at the expense of, the Landlord.
Pursuant to the terms and conditions of the Lease Amendment, Parent agreed to guaranty the obligations of the Company under the Lease, as amended by the Lease Amendment, pursuant to that certain Guaranty of Lease effective as of as of October 14, 2021 (the “Guaranty”).
The foregoing description of the terms of the Lease Amendment and Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Amendment and Guaranty, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and which are incorporated herein in their entirety by reference.
The representations, warranties and covenants contained in the Lease Amendment and Guaranty were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the agreements, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Lease Amendment and Guaranty are incorporated herein by reference only to provide investors with information regarding the terms of the Lease Amendment and Guaranty, and not to provide investors with any other factual information regarding the Company or Parent, and should be read in conjunction with the disclosures in the Parent’s periodic reports and other filings with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On October 20, 2021, Parent issued a press release regarding certain business updates, including entry into the Lease Amendment and Guaranty. A copy of this press release is attached as Exhibit 99.1 of this Current Report on Form 8-K and is hereby incorporated by reference herein.
The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
† Certain of the exhibits and schedules
to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted
exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VICARIOUS SURGICAL INC. | ||
| By: | /s/Adam Sachs | |
| Name: | Adam Sachs | |
| Title: | President and Chief Executive Officer | |
Date: October 20, 2021