8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2023

PROCEPT BIOROBOTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40797	26-0199180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

900 Island Drive

Redwood City, California 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 232-7200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	PRCT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition

On January 9, 2023, PROCEPT BioRobotics Corporation (the "Company") issued a press release announcing its preliminary revenue results for the quarter and fiscal year ended December 31, 2022. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of PROCEPT BioRobotics Corporation, dated January 9, 2023
104	Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROCEPT BIOROBOTICS CORPORATION
Date: January 9, 2023	By:	/s/ Alaleh Nouri
		Alaleh Nouri
		EVP, Chief Legal Officer and Secretary

EX-99.1

PROCEPT BioRobotics Announces Preliminary Fourth Quarter and Fiscal Year 2022 Revenue

PROCEPT BioRobotics to Report Fourth Quarter and Fiscal Year 2022 Financial Results on February 28, 2023

REDWOOD CITY, Calif., January 9,2023 -- PROCEPT® BioRobotics Corporation (Nasdaq: PRCT) (the “Company”), a surgical robotics company focused on advancing patient care by developing transformative solutions in urology, today reported preliminary unaudited revenue for the quarter and fiscal year ended December 31, 2022.

Preliminary, Unaudited Revenue Highlights:

•Total revenue for the fourth quarter of 2022 is expected to be in the range of $23.6 million to $23.8 million, compared to $10.1 million in the prior year period

oTotal U.S. revenue of $21.6 million to $21.8 million for the fourth quarter of 2022

oU.S. system sales of 28 robots, resulting in total U.S. system revenue of approximately $10.4 million to $10.5 million for the fourth quarter of 2022

oTotal U.S. Handpiece and other consumables revenue of approximately $10.2 million to $10.4 million for the fourth quarter of 2022

oTotal international revenue of approximately $2.0 million for the fourth quarter of 2022

•Fiscal year 2022 revenue is expected to be approximately $74.8 million to $75.0 million, representing growth of approximately 117% compared to the prior year period

The Company plans to report financial results for the fourth quarter and fiscal year 2022 after market close on Tuesday, February 28, 2023. The Company’s management will host a corresponding conference call beginning at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. The preliminary results included in this press release are unaudited and remain subject to adjustment.

Investors interested in listening to the conference call may do so by following one of the below links:

oWebcast link for interested listeners:

ohttps://edge.media-server.com/mmc/p/pbyn22v3

oDial-in registration for sell-side research analysts:

ohttps://register.vevent.com/register/BIac8fb5d0a7e245dd9f8c5ad7c0b22c2e

Live audio of the webcast will be available on the “Investors” section of the Company’s website at: https://ir.procept-biorobotics.com.

An archived recording will be available on the “Investors” section of the Company’s website at: https://ir.procept-biorobotics.com. The webcasts will be available for replay for at least 90 days after the event.

About PROCEPT BioRobotics Corporation

PROCEPT BioRobotics is a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. PROCEPT BioRobotics develops, manufactures and sells the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive urologic surgery with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. PROCEPT BioRobotics designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that are independent of prostate size and shape or surgeon experience. The Company has developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 100 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy.

Forward Looking Statements

This release contains forward‐looking statements within the meaning of federal securities laws, including with respect to the Company’s preliminary revenue results for the fourth quarter and full year 2022. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are only predictions based on our current expectations, estimates, and assumptions, valid only as of the date they are made, and subject to risks and uncertainties, some of which we are not currently aware. Forward-looking statements may include statements regarding financial guidance, market opportunity and penetration, the Company’s possible or assumed future results of operations, including descriptions of the Company’s revenues, gross margin, profitability, operating expenses, installed base growth, commercial momentum, reimbursement coverage, overall business strategy, or information regarding the impact of the COVID-19 pandemic and other global events on the Company and its operations. Forward‐looking statements should not be read as a guarantee of future performance or results and may not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. These forward‐looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward‐looking statements as a result of these risks and uncertainties. These risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s annual report on Form 10-K filed with the SEC on March 22, 2022. PROCEPT BioRobotics does not undertake any obligation to update forward‐looking statements and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward‐looking statements contained herein. These

forward-looking statements should not be relied upon as representing PROCEPT BioRobotics’ views as of any date subsequent to the date of this press release.

Important Safety Information

All surgical treatments have inherent and associated side effects. For a list of potential side effects visit

https://aquablation.com/safety-information/

Investor Contact:

Matt Bacso, CFA

VP, Investor Relations and Business Operations

m.bacso@procept-biorobotics.com

XML

Cover Page	Jan. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 09, 2023
Entity Registrant Name	PROCEPT BIOROBOTICS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40797
Entity Tax Identification Number	26-0199180
Entity Address, Address Line One	900 Island Drive
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	650
Local Phone Number	232-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	PRCT
Security Exchange Name	NASDAQ
Entity Central Index Key	0001588978
Amendment Flag	false
Entity Emerging Growth Company	false