What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-29 compared with 2021-03-31 · 302 added, 205 removed, 3 unchanged (99% of the section changed)

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our units, Class A

common stock and warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols ROT.U, ROT and ROT

WS, respectively.

As of March 31, 2021,

there were one holder of record of our units, one holder of the Class A common stock, 12 holders of the Class B common stock and 13

holders of record of our warrants.

We believe we have in excess of 300 beneficial holders of our securities.

We have not paid any

cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business

The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements,

and general financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to

a business combination will be within the discretion of our then board of directors.

It is the present intention of our board

of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate

declaring any dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial business

combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Recent Sales of Unregistered

Use of Proceeds from Registered Securities

In September 2020,

the sponsor purchased 5,750,000 shares of our Class B common stock par value $0.0001 per share (“Class B common stock”)

for an aggregate purchase price of $25,000, or approximately $0.004 per share.

In January 2021, the Company effected a stock dividend

of 0.2 shares of our Class B common stock for each outstanding share of Class B common stock resulting in an aggregate of 6,900,000

of such shares being outstanding.

The foregoing issuances were made pursuant to the exemption from registration contained in Section

4(a)(2) of the Securities Act.

Up to 900,000 of such shares were subject to forfeiture depending on the extent to which the IPO

underwriters’

over-allotment option was exercised.

On January 20, 2021,

we consummated the IPO of 27,600,000 units, which included the full exercise by the underwriters of the over-allotment option

to purchase 3,600,000 units, at $10.00 per unit, generating gross proceeds of $276,000,000.

Each unit consists of one share of

Class A Common Stock, par value $0.0001 per share (“Class A common stock”), of the Company and one-half of one redeemable

warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share.

The securities issued in the IPO were registered under the Securities Act on a registration statements on Form S-1 (No.

and 333-252110).

The Securities and Exchange Commission (“SEC”) declared the registration statements effective on

January 14, 2021.

Simultaneously with

the closing of the IPO, we consummated the sale of an aggregate of 7,270,000 private placement warrants at a price of $1.00 per

warrant in a private placement to the sponsor and certain funds and accounts managed by the anchor investors.

The private placement

warrants are identical to the warrants underlying the units sold in the IPO, except that the private placement warrants are not

transferable, assignable or salable until after the completion of our initial business combination, subject to certain limited

Also, concurrently with the IPO, we issued to the anchor investors an aggregate of 790,384 shares of our Class B common

stock and cancelled a like number of shares of our Class B common stock owned by the sponsor.

The foregoing issuances were made

pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The sale of the private placement

warrants and the Class B common stock generated gross proceeds of $7,270,000.

The shares of our

Class B common stock will automatically convert into shares of our Class A common stock on the first business day following the

completion of our initial business combination.

In this Form 10-K, we sometimes refer to the shares of Class B common stock issued

to the sponsor and the anchor investors (and the shares of our Class A common stock that will be issued upon the automatic conversion

of the shares of our Class B common stock at the time of our initial business combination) as “founder shares”

the holders of the founder shares as “initial stockholders.”

Of the gross proceeds

received from the IPO, the exercise of the over-allotment option and the sale of the private placement warrants and Class B common

stock, $276,000,000 was placed in a trust account located in the United States at JP Morgan Chase Bank NA, with Continental Stock

Transfer & Trust Company, acting as trustee (the “trust account”).

We paid a total of

$5,520,000 in underwriting discounts and commissions and $382,855 for other costs and expenses related to the IPO.

the underwriters agreed to defer $9,660,000 in underwriting discounts and commissions.

SELECTED FINANCIAL DATA

Not applicable.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking

All statements other

than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position,

business strategy and the plans and objectives of management for future operations, are forward-looking statements.

in this Form 10-K, words such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend”

and similar expressions, as they relate to us or the Company’s management, identify forward-looking

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information

currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the

forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking

Statements,”

“Item 1A.

Risk Factors”

and elsewhere in this Form 10-K.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited

financial statements and the notes related thereto which are contained in “Item 8.

Financial Statements and Supplementary

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

We are a blank check

company formed under the laws of the State of Delaware on August 27, 2020, for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

We intend to effectuate our business combination using cash from the proceeds of the IPO and the sale of the private placement

warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue

to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business

combination will be successful.

Results of Operations

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities since our inception through December 31, 2020 were organizational

activities, those necessary to prepare for the IPO, described below.

We do not expect to generate any operating revenues until

after the completion of our initial business combination.

We generate non-operating income in the form of interest income on cash

and cash equivalents held after the IPO.

We incur expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing a

Our Common Stock and Warrants are traded on The Nasdaq Stock Market under the symbols “STRC”

and “STRCW,”

respectively.

As of February 15, 2022, there were 117 stockholders of record of our Common Stock and 13 holders of record of our warrants.

Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the growth and development of our business.

We have never declared or paid any cash dividends on our capital stock.

We do not intend to pay cash dividends to our stockholders in the foreseeable future.

Investors should not purchase our Common Stock with the expectation of receiving cash dividends.

Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 11 of this Annual Report for the required information.

Recent Sales of Unregistered Securities

In addition to sales of unregistered securities as previously included in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC during the fiscal year ended December 31, 2021, the following list sets forth information regarding all unregistered securities sold by us during the quarterly period ended December 31, 2021:

On October 13, 2021, we issued and sold an aggregate of 130,283 shares of our Common Stock pursuant to the exercise of outstanding options to purchase shares of our Common Stock at exercise prices ranging from $0.02 to $0.43 per share pursuant to exercises of options granted under our 2015 Equity Incentive Plan.

The offers, sales and issuances of the securities described above were exempt from registration under the Securities Act under Section 4(a)(2) of the Securities Act in that such sales did not involve a public offering or under Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701.

The recipients of such securities were the registrant’s employees, consultants or directors and received the securities under our 2015 Equity Incentive Plan.

The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report.

In addition to historical information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in Part I Item 1A Risk Factors and elsewhere in this Annual Report.

See also Part I Special Note Regarding Forward-Looking Statements in this Annual Report.

We are a technology leader for industrial highly-dexterous mobile robotic systems for use in dynamic environments.

Our mission is to save lives and prevent injury while helping humans accomplish more than ever before.

The robotic systems we are developing are designed to combine human intelligence, instinct, and judgment with the strength, endurance, and precision of machines.

This technologically advanced line of products augments, rather than replaces, humans.

We plan to offer our Guardian XO and Guardian XT primarily through a Robot-as-a-Service, or RaaS, subscription-based service model that will give customers the convenience of on-going maintenance, support, remote monitoring and software upgrades in addition to use of our products.

We currently do not have any RaaS subscription agreements.

We expect that both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:

continue to develop and begin to commercialize our Guardian XO and XT products;

develop and collaborate on production systems for manufacturing efforts in-house and by third-parties;

continue to invest in our technology, research and development efforts and our product development efforts;

obtain, maintain, and improve our operational, financial and management information systems;

recruit, hire and retain additional personnel to support and sustain our needs in commercializing our products, producing them and delivering them to our customers;

establish a sales, marketing, and distribution infrastructure for commercial distribution and placement of our robotic systems;

implement and administer our maintenance and servicing infrastructure;

obtain, maintain and expand our intellectual property portfolio;

operate as a public company.

Business Combination

For the period from

August 27, 2020 (inception) through December 31, 2020, we had a net loss of $1,450, which consisted of formation and operating

On September 24, 2021 (the “Closing Date”), we consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp.

(“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No.

1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment”

and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos.

Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company.

On the Closing Date, Rotor changed its name to Sarcos Technology and Robotics Corporation.

The Business Combination was accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, in accordance with U.S.

Under this method of accounting, Rotor is treated as the “acquired”

company for financial reporting purposes.

Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Old Sarcos with the Business Combination being treated as the equivalent of Old

Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization.

The net assets of Old Sarcos and Rotor are stated at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Business Combination are those of Old Sarcos.

Response to COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern”

and on March 11, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines in certain areas and forced closures for certain types of public places and businesses.

COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which Sarcos operates.

We have taken several actions in response to the COVID-19 pandemic which have the potential to result in a significant disruption to how we operate our business.

Our customers and partners have adopted similar policies.

We have experienced, and may continue to experience, an adverse impact on certain parts of our business as a result of measures to mitigate the COVID-19 pandemic and their resulting economic effects.

We are currently experiencing disruptions in our supply chain, due in part to the global impact of the COVID-19 pandemic.

Depending upon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, our customers, suppliers, manufacturers and partners may suspend or delay their engagements with us, which could result in a material adverse effect on our financial condition and ability to meet current timelines.

In addition, the COVID-19 pandemic has affected and may continue to affect our ability to recruit skilled employees to join our team.

The conditions caused by the pandemic have adversely affected and may in the future adversely affect, among other things, demand for our products, the ability to test and assess our robotic systems with our potential customers, our IT and other expenses, our ability to recruit and the ability of our employees to travel, all of which could adversely affect our business, results of operations and financial condition.

The ultimate duration and extent of the COVID-19 pandemic cannot be accurately predicted at this time, and the direct or indirect impact on our business, results of operations and financial condition will depend on future developments that are highly uncertain.

We have also experienced, and may continue to experience, certain positive financial impacts on other aspects of our business, including a reduction in certain operating expenses due to reduced business travel, deferred hiring for some positions, and the virtualization or cancellation of customer and employee events.

Additionally, we believe that the COVID-19 pandemic could also enhance customer interest in our Guardian products as a means to assist and protect the current labor force and that our products are well suited to the new working environment as a result of the pandemic.

The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation and the effects on our business and operations closely.

We do not yet know the full extent of potential impacts on our business or operations.

In particular, the effect of the COVID-19 pandemic may not be fully reflected in our operating results until future periods.

Given the uncertainty, we cannot reasonably estimate the impact of the COVID-19 pandemic on our future results of operations, cash flows, or financial condition.

Recent Developments

Acquisition of RE2, Inc.

On March 28, 2022, we filed a current report on form 8-K and press release announcing that we had reached a definitive agreement to acquire RE2, Inc., a Pittsburgh, PA based developer of manipulator arms with human-like performance, intuitive robot interfaces, and advanced autonomy capabilities for use in any environment.

T he aggregate consideration for the acquisition of RE2 will be approximately $100.0 million, subject to customary purchase price adjustments for cash, net working capital and indebtedness.

The consideration for the acquisition of RE2 will be comprised of approximately $30.0 million in cash, which we expect to fund with cash on hand, and approximately $70.0 million in shares of our common stock.

The number of shares of common stock to be issued in the acquisition of RE2 will be based on the volume weighted-average price per share over a 10-day trading period ending on the third business day prior to the closing and is subject to a collar, with a floor of $5.00 per share and a ceiling of $9.00 per share.

The acquisition of RE2 is subject to certain customary and other closing conditions, and is expected to close during the second quarter of 2022.

The results presented below are those of the Company alone and do not include any pro-forma results of RE2.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I Item 1A Risk Factors of this Annual Report on Form 10-K.

Development, Testing and Commercial Launch of the Guardian XO and Guardian XT products

We currently expect to derive revenue from the commercial launch of our Guardian XO and Guardian XT products, with initial production of commercial units beginning at the end of 2022 for delivery to customers in early 2023.

Suc h timeline may be delayed, including due to challenges in recruiting skilled employees, difficulties in securing components and materials, development delays, difficulties relating to manufacturing of the units and other factors discussed under Part I Item 1A Risk Factors “

Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of 2022 and therefore initial delivery to customers could be beyond early 2023 .

Such challenges may result in further delay of the anticipated commercial launch of one or more of our products, which would adversely affect our financial and operating results.

Prior to commercialization, we must complete the development, testing and manufacturing requirements of these products.

As a result, we will spend a material portion of our cash on hand to develop our products and fund operations for the foreseeable future.

The amount and timing of our future funding requirements, if any, will depend on many factors, including the pace and results of our product development efforts.

Any delays in the successful completion of the commercialization of our Guardian XO and Guardian XT products will impact our ability to generate revenue, our profitability and our overall operating performance.

Customer Demand

Although our Guardian XO and Guardian XT units are not yet commercially available, we have received interest from potential customers that have tested or witnessed demonstrations of our prototypes and alpha units.

However, because our robotic systems represent a new product category in markets that currently rely on conventional, manual systems, the market demand for our products is unproven, and important assumptions about the characteristics of targeted markets, pricing and sales cycle may be inaccurate.

If customer demand does not develop as expected or we do not accurately forecast pricing, adoption rates and sales cycle for our products, our business, results of operations and financial condition will be adversely affected.

We expect to offer our Guardian XO and Guardian XT primarily through a RaaS subscription model, which we believe will drive accelerated adoption of our product offerings following their commercial launch.

We believe the RaaS subscription model will be attractive to our customers and accelerate market adoption of our robotic systems because it will lower the upfront costs of deployment, shift customers’

capital expenditures to operating expenditures, allow customers to more nimbly scale deployments up or down in response to market conditions and make our products more accessible to customers of all sizes.

However, our RaaS subscription model is unproven and may fail to gain commercial acceptance.

Going forward, we expect the volume of our committed RaaS contracts to be an important indicator of our future performance.

Continued Investment and Innovation

We are a pioneer in the robotic systems industry and benefit from lessons learned over 30 years and more than $300 million in research and development investment in our proprietary technologies and our extensive patent portfolio.

However, our financial performance is significantly dependent on our ability to maintain this leading position and further dependent on the investments we make in research and development.

It is essential that we continually identify and respond to rapidly evolving customer requirements, develop and introduce innovative new products, enhance and service existing products and generate active market demand for our robotic systems.

If we fail to do this, our market position and revenue may be adversely affected, and our investments into these technologies will not be recovered.

Basis of Presentation

Currently, we conduct business through one operating segment.

All long-lived assets are maintained in, and all losses are attributable to, the United States of America.

See Note 12, Segment Information, in the accompanying consolidated financial statements for more information about our operating segment.

Components of Results of Operations

Revenues, net

We derive our revenue from two sources.

First, we enter into research and development agreements primarily relating to the commercialization of our core products.

Second, we sell our products and related parts and repair services.

Research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts.

Revenue from the sales of our products primarily includes sales of our Guardian S remote-controlled visual inspection and surveillance robotic system and our Guardian Heavy-Lift System (“HLS”).

Research and Development Services

Cost-type contracts –

Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems.

Cost-type contracts are generally entered into with the U.S.

These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”).

The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts.

Revenue on cost-type contracts is recognized over time as goods and services are provided.

Fixed-price contracts –

Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms.

Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable.

Revenue on fixed-price contracts is generally recognized over time as goods and services are provided.

To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss.

In accordance with Accounting Standards Codification 606, for fixed price contracts, we will recognize losses at the contract level in earnings in the period in which they are incurred.

Product Revenue

Product revenues relate to sales of our Guardian S and Guardian HLS products and certain miscellaneous parts, accessories and repair services.

We provide a limited one-year warranty on product sales.

Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations.

Revenue on product sales is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer.

At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance.

Cost of Revenue

Our cost of revenue consists of direct and overhead expenses related to either the sale of our products or our research and development services related to Small Business Innovation Research (“SBIR”) contracts or subcontract support.

Direct expenses include direct labor used in the production of a product or in our research and development services, benefits expense associated with direct labor and materials directly tied to our product sale or research and development services.

Overhead expenses include allocable supervisory labor, benefits expense associated with supervisory labor, allocation of facilities expense including rent and utilities and allocation of IT labor support and equipment.

Overhead expenses not allocated to cost of revenue are expensed across research and development, general and administrative and sales and marketing expenses, as applicable.

Research and Development

Research and development expenses are mainly comprised of costs from the continuing development and refinement of our existing robotic systems and the continuing research and development costs associated with our future products.

These expenses include labor and related benefit expenses, materials and supplies used in our laboratories, patent expenses and related overhead expenses.

Our research and development expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

We expect research and development expenses to increase for the foreseeable future as we continue to develop and refine our existing products and further enhance our efforts on our future products, including the Guardian XO and Guardian XT and our CYTAR artificial intelligence platform.

General and Administrative

Our general and administrative expenses consist primarily of employee-related costs for our finance, legal, people success and other administrative teams, as well as certain executives.

In addition, general and administrative expenses include outside legal,

accounting and other professional fees, facilities and IT expense not allocated to other operating expense categories, and related overhead expense.

We expect to incur additional general and administrative expenses to support our growth and support the requirements of being a publicly-traded company.

Excluding the impact of stock-based compensation expense, we expect that general and administrative expenses will increase substantially in absolute dollars in future periods.

Our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Sales and Marketing

Our sales and marketing expenses arise from our activities relating to our efforts to market and sell our products and services.

The expenses consist primarily of labor, benefits and employee-related costs, marketing programs and events, customer service, lead generation fees, product marketing expense, public relations fees and travel associated with sales generation and marketing support and related overhead expense.

We plan to continue to invest in sales and marketing to grow our customer base and increase our brand awareness.

The trend and timing of sales and marketing expenses will depend in part on the timing and launch of our RaaS offerings.

As our RaaS deployments grow, we expect that sales and marketing expenses will increase substantially in absolute dollars in future periods;

however, we expect our sales and marketing expenses to decrease as a percentage of our revenue over the long term, although our sales and marketing expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Interest Income (Expense), net

Interest income consists primarily of interest received or earned on our cash balances.

Portions of our cash resided in money market investments in U.S.

Treasury securities at various points during the year.

Interest expense is primarily due to interest paid on leased equipment used for our software platforms.

Gain on Forgiveness of Notes Payable

Gain on forgiveness of notes payable consists of gains recognized as a result of the forgiveness of our loans received under the Paycheck Protection Program (“PPP”).

Loss on Warrant Liability

Loss on warrant liability consists of the periodic change in fair value of the private placement warrants we assumed as part of the Business Combination.

Other Income, net

Other income, net consists primarily of other miscellaneous non-operating items such as the sale or disposal of equipment no longer needed for the business.

Provision for Income Taxes

Income taxes consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases and financial reporting bases of assets and liabilities.

The deferred income taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

Results of Operations

Comparison of the Year Ended December 31, 2021, and 2020

The following table presents our revenue for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31,

(In thousands)

Research and Development Services

Product Revenue

Revenue decreased by $3.7 million, or 42%, from $8.8 million in the twelve months ended December 31, 2020, to $5.1 million in the twelve months ended December 31, 2021, as explained below.

Research and Development Services

Revenue derived from research and development services decreased by $3.2 million, or 47%, from $6.8 million for the twelve months ended December 31, 2020 to $3.6 million for the twelve months ended December 31, 2021.

The decrease was a result of a net change in work efforts for various projects during the comparable periods and a decision to focus only on projects fully aligned with our product commercialization efforts.

We expect future revenues from research and development services to fluctuate as we develop our products and narrow our focus to accepting only those development contracts that are fully aligned with our product commercialization efforts.

Product Revenue

Revenue derived from product sales decreased by $0.5 million, or 26%, from $2.0 million for the twelve months ended December 31, 2020 to $1.5 million for the twelve months ended December 31, 2021.

The decrease in revenue derived from product sales was primarily related to lower sales of our Guardian S product during 2021 partially offset by higher sales of our Guardian HLS product during 2021.

Operating Expenses

The following table presents our operating expenses for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31,

(In thousands)

Operating expenses:

Cost of revenue

Research and development

General and administrative

Sales and marketing

Total operating expenses

Cost of Revenue

Cost of revenue decreased by $1.7 million, or 31%, from $5.6 million for the twelve months ended December 31, 2020, to $3.9 million for the twelve months ended December 31, 2021, driven by a decrease in expense related to the use of direct labor and third-party contractors as a result of lower revenue during 2021.

The decrease in cost of revenue was partially offset by an increase in material costs due to increased sales of our Guardian HLS product and increased applied overhead.

Research and Development

Research and development expenses increased by $3.4 million, or 24%, from $14.1 million for the twelve months ended December 31, 2020, to $17.5 million for the twelve months ended December 31, 2021.

The increase was driven by labor and overhead expense as a result of additional headcount added during 2021 and increased third-party contractors and professional services expense.

We expect our research and development expenses to grow in the future as we continue to develop and commercialize the Guardian XO and XT product lines.

General and Administrative

General and administrative expenses increased by $50.8 million, or 696%, from $7.3 million for the twelve months ended December 31, 2020, to $58.1 million for the twelve months ended December 31, 2021.

The largest portion of the increase, $41.8 million, is related to stock-based compensation expense recognized mainly for RSA and RSU grants that either vested or began vesting upon the closing of the Business Combination.

While most of the expenses relating to the Business Combination were treated as a reduction to paid-in capital, general and administrative expenses increased by $1.1 million due to certain professional fees that were not capitalized and were associated with the Business Combination and subsequent public company compliance.

Additionally, general and administrative expense increased due to increased business insurance expense, patent and trademark filings expense, rent expense related to our new facility, and increased labor and recruiting expense from additional headcount.

Sales and Marketing

Sales and marketing expenses increased by $3.8 million, or 137%, from $2.8 million for the twelve months ended December 31, 2020, to $6.6 million for the twelve months ended December 31, 2021.

This increase was driven by professional service fees from a third-party vendor utilized in data management of our products and services, from stock-based compensation expense for RSU grants that vested upon the closing of the Business Combination and from increased branding, public relations and marketing activities.

Other (Loss) Income

The following table presents other (loss) income for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31,

(In thousands)

Other (loss) income

Interest income (expense), net

Loss on warrant liability

Gain on forgiveness of notes payable

Other income, net

Total other (loss) income

*NM - Not Meaningful

Other (loss) income decreased by $0.6 million for the twelve months ended December 31, 2021 as compared to the prior year, as a result of the $4.9 million in unrealized mark-to-market loss on warrants partially offset by a $4.4 million gain from the forgiveness of our PPP loans.

Liquidity and Capital Resources

As of December 31,

2020, we had no cash.

Until the consummation of the IPO, our only source of liquidity was an initial purchase of common stock

by the sponsor and loans from the sponsor.

On January 20, 2021,

we consummated the IPO of 27,600,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters

of their over-allotment option in the amount of 3,600,000 units, generating gross proceeds of $276,000,000.

Simultaneously with

the closing of the IPO, we consummated the sale of 7,270,000 private placement warrants to the sponsor and the anchor investors

at a price of $1.00 per warrant generating gross proceeds of $7,270,000.

the IPO, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $276,000,000

was placed in the trust account.

We incurred $15,562,855 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000

of deferred underwriting fees and $382,855 of other offering costs.

We intend to use substantially

all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred

underwriting commissions and income taxes payable), to complete our business combination.

To the extent that our capital stock

or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the

trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

We intend to use the

funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

a business combination.

to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor or an

affiliate of the sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account

to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such

loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant, at the option

of the lender.

The warrants would be identical to the private placement warrants.

We do not believe

we will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our

estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to

our business combination.

Moreover, we may need to obtain additional financing either to complete our business combination or

because we become obligated to redeem a significant number of our public shares upon consummation of our business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.

If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the trust account.

In addition, following our business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any

long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriter of

our IPO is entitled to a deferred fee of $0.35 per unit, or $9,660,000 in the aggregate.

The deferred fee will become payable

to the underwriter from the amounts held in the trust account solely in the event that we complete a business combination, subject

to the terms of the underwriting agreement.

Critical Accounting

The preparation of

financial statements and related disclosures in conformity with accounting principles generally accepted in the United States

of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies.

Recent Accounting Standards

Management does not

believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

Not required for smaller

reporting companies.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

This information appears

following Item 15 of this Form 10-K and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Prior to the closing of the Business Combination, Old Sarcos financed its operations through private placements of redeemable convertible preferred stock, from the limited sale of Guardian S units and other commercially available products and by providing research and development services under SBIR contracts and as a subcontractor for prime contractors working with the U.S.

Department of Defense.

As a result of the Business Combination, we obtained approximately $228.8 million in cash proceeds, net of fees and expenses related to the Business Combination, including $220.0 million from the PIPE Financing.

We currently use cash to fund operations and capital expenditures and meet working capital requirements.

As of December 31, 2021, we had $217.1 million in cash and cash equivalents.

We believe that our cash and cash equivalents on hand will be sufficient to support operations, working capital and capital expenditure requirements for at least the next 12 months.

Our future capital requirements will depend on many factors, including our revenue growth rate, our ability to commercialize and deploy in the market our Guardian XO and Guardian XT products, our decision to outsource manufacturing of our robotic systems or develop high volume production manufacturing capabilities in-house, unanticipated supply chain delays, availability of required materials and components, the extent to which we use capital to support further infrastructure development and research and development efforts, additional capital expenditures required for existing and new facilities, the expansion of

sales, marketing, service and maintenance efforts, and the development expenses related to designing and developing of new product capabilities.

In addition, we may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, which may require acquisition capital as well as operational capital for these acquisitions or arrangements.

We may be required to seek additional equity or debt financing to facilitate these arrangements.

In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be materially and adversely affected.

We expect our operating and capital expenditures to increase as we increase headcount, expand our operations and grow our customer base.

If additional funds are required to support our working capital requirements, acquisitions, or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders.

If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and would also require us to incur additional interest expense.

We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

As of December 31, 2021, our total minimum lease payments are $16.4 million, of which $1.4 million are due in the next 12 months.

Additionally, as of December 31, 2021, we had unconditional purchase commitments of $36.0 million, of which none is due in the next twelve months.

For detail regarding our lease obligations and unconditional purchase commitments refer to Note 11, Commitments and Contingencies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The following table summarizes our cash flow data for the periods presented:

Year Ended December 31,

(In thousands)

Net cash provided by (used in):

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net Cash Used in Operating Activities

Cash flows used in operating activities during the twelve months ended December 31, 2021, increased by $25.2 million to $42.1 million from $16.9 million during the same period in 2020.

The increase to net cash used in operating activities was primarily attributable to a $60.6 million increase to net loss, partially offset by increases in stock-based compensation expense and other non-cash expenses.

Additionally, net cash used in operating activities related to changes in operating assets and liabilities increased by $6.1 million, driven mainly by increases in prepaid expenses, partially offset by increases in operating liabilities.

Net Cash Used in Investing Activities

Our net cash used in investing activities increased by $3.7 million and is primarily driven by expenditures for the tenant improvements made for our new facility.

Net Cash Provided by Financing Activities

Our overall cash provided by financing activities increased by $187.9 million.

We received approximately $228.8 million, net of expenses and fees in cash proceeds from the Business Combination and PIPE Financing.

In comparison Old Sarcos received $39.9 million during 2020 from its stock offering.

In addition, Old Sarcos received $2.0 million in March 2021 from our second

PPP loan and received $2.4 million in April 2020 from our first PPP loan.

In February 2021, we purchased the non-controlling interest in our subsidiary, ZeptoVision, Inc., for $0.2 million.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company”

as defined in Section 2(a) of the Securities Act, and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2025, and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards.

This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the financial statements.

Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances.

Actual results may differ from these estimates.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies and estimates include those related to:

Revenue Recognition

We recognize revenue from the sale of our robotic systems and from contractual arrangements to perform research and development services that are fully funded by our customers.

We recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Revenue from research and development services is recognized over time as products and services are provided.

For fixed priced contracts we measure progress toward satisfaction of performance obligations using costs incurred to date relative to total estimated costs (“cost-to-cost”).

Research and development contracts may last multiple years and estimation of the total transaction price and expected cost requires management’s judgment.

Based on the nature of the Company’s research and development contracts, the work to be performed is often complex and may involve new processes, procedures, and tasks which creates uncertainty in estimating contract costs.

All estimates impacting revenue recognition, including estimates of total expected costs, or Estimates at Completion (“EACs”), are reviewed on a periodic basis, at least quarterly.

For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition.

Stock-Based Compensation

We use the fair value approach to account for stock-based compensation in accordance with current accounting guidance and recognize stock-based compensation expenses over the period the recipient is required to provide service in exchange for the award.

The Black-Scholes option pricing model is used to estimate the fair value of stock options, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

The fair value of restricted stock grants is based on the closing market price of our stock on the date of grant less the expected dividend yield.

For awards with market based vesting conditions, we estimate the grant date fair value using a Monte-Carlo simulation model or other similar valuation model.

These models require the use of assumptions such as the risk-free rate, expected volatility, expected dividends and the correlation coefficient.

As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to our common stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation of our stock-based awards and the stock-based compensation expense that we will recognize in future periods.

Recent Accounting Pronouncements

See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, to consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Annual Report on Form 10-K.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity