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.
+ | 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 |
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