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    SEC Form S-8 filed by Vicarious Surgical Inc.

    7/2/25 4:30:49 PM ET
    $RBOT
    Industrial Specialties
    Health Care
    Get the next $RBOT alert in real time by email
    S-8 1 ea0248012-s8_vicarious.htm REGISTRATION STATEMENT

    As filed with the Securities and Exchange Commission on July 2, 2025

    Registration No. 333-       

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

    Vicarious Surgical Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   87-2678169
    (State or other jurisdiction of   (I.R.S. Employer
    incorporation or organization)   Identification No.)

     

    78 Fourth Avenue
    Waltham, Massachusetts 02451
    (Address, including zip code, of registrant’s principal executive offices)

     

    Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended

    (Full title of the plan)

     

    Adam Sachs

    Chief Executive Officer

    Vicarious Surgical Inc.

    78 Fourth Street

    Waltham, Massachusetts 02451

    (617) 868-1700
    (Name, address and telephone number, including area code, of agent for service)

     

    With a copy to:

     

    Robert A. Petitt, Esq.

    Blank Rome LLP

    125 High Street

    Boston, MA 02110

    (617) 415-1200

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐ Accelerated filer ☐
    Non-accelerated filer ☒ Smaller reporting company ☒
        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 7(a)(2)(B) of the Securities Act. ☐

     

     

     

     

    EXPLANATORY NOTE

     

    This Registration Statement on Form S-8 (this “Registration Statement”) registers an aggregate of 311,046 additional shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Vicarious Surgical Inc. (the “Registrant”) for issuance under the Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended, which amendment was approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 27, 2025. This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File Nos. 333-261455, 333-261736, 333-265562, 333-273296 and 333-280538) of the Registrant are effective, and the information contained in such registration statements is hereby incorporated by reference pursuant to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth herein. 

     

     

    PART ii

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference.

     

    The following documents filed by the Registrant with the Commission are incorporated herein by reference:

     

      (a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 17, 2025;

     

      (c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 12, 2025;

     

      (c) The Registrant’s Current Reports on Form 8-K as filed with the Commission on January 21, 2025, February 18, 2025, March 13, 2025, March 24, 2025, April 11, 2025, and June 30, 2025;

     

      (d) The description of the Registrant’s securities contained in the Registrant’s registration statement on Form 8-A (File No. 001-39384), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 13, 2020, as updated by the description of the Registrant’s common stock filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 17, 2025, including any amendments or reports filed for the purpose of updating such description.

      

    All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

     

    II-1

     

    Item 8. Exhibits.

     

    Exhibit
    Number
      Exhibit Description   Filed
    Herewith
      Incorporated by
    Reference
    herein from
    Form or Schedule
      Filing Date   SEC
    File/ Reg.
    Number
    4.1   Certificate of Incorporation of Vicarious Surgical Inc., as amended       Form 10-Q
    (Exhibit 3.1)
      8/12/2024   001-39384
                         
    4.2   Amended and Restated Bylaws of Vicarious Surgical Inc.       Form 8-K
    (Exhibit 3.2)
      9/23/2021   001-39384
                         
    4.3   Specimen Class A Common Stock Certificate.       Form S-8
    (Exhibit 4.4)
      6/27/2024   333-280538
                         
    4.4   Warrant Agreement, dated as of July 14, 2020, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and Continental Stock Transfer & Trust Company       Form 8-K
    (Exhibit 4.1)
      7/17/2020   001-39384
                         
    5.1   Opinion of Blank Rome LLP   X            
                         
    23.1   Consent of Deloitte & Touche LLP, independent registered public accounting firm   X            
                         
    23.2   Consent of Blank Rome LLP (included in Exhibit 5.1)   X            
                         
    24.1   Power of Attorney (included on the signature page hereof)   X            
                         
    99.1+   Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended, and forms of agreement thereunder       Form 8-K
    (Exhibit 10.1)
      6/30/2025   001-39384
                         
    107   Filing Fee Table   X            

     

    + Denotes management contract or compensatory plan or arrangement

     

    II-2

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on July 2, 2025.

     

      VICARIOUS SURGICAL INC.
       
      By: /s/ Adam Sachs
      Name: Adam Sachs
      Title: Chief Executive Officer

     

    POWER OF ATTORNEY

     

    Each person whose signature appears below constitutes and appoints each of Adam Sachs and Sarah Romano, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

     

    Signature   Title   Date
             
    /s/ Adam Sachs   Chief Executive Officer and Director   July 2, 2025
    Adam Sachs   (Principal Executive Officer)    
             
    /s/ Sarah Romano   Chief Financial Officer   July 2, 2025
    Sarah Romano   (Principal Financial and Accounting Officer)    
             
    /s/ Fuad Ahmad   Director   July 2, 2025
    Fuad Ahmad        
             
    /s/ Victoria Carr-Brendel   Director   July 2, 2025
    Victoria Carr-Brendel        
             
    /s/ Randy Clark   Director   July 2, 2025
    Randy Clark        
             
    /s/ Joseph Doherty   Director   July 2, 2025
    Joseph Doherty        
             
    /s/ David Ho   Director   July 2, 2025
    David Ho        
             
    /s/ Beverly Huss   Director   July 2, 2025
    Beverly Huss        
             
    /s/ Sammy Khalifa   Director   July 2, 2025
    Sammy Khalifa        
             
    /s/ Donald Tang   Director   July 2, 2025
    Donald Tang        

     

     

    II-3

     

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