As filed with the Securities and Exchange Commission on June 13, 2022
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 incorporation or organization) | (IRS Employer Identification No.) |
78 Fourth Avenue
Waltham, Massachusetts 02451
(Address, including zip code, of registrant’s principal executive offices)
2021 Equity Incentive Plan, as amended
(Full Title of the Plan)
Adam Sachs
Chief Executive Officer
Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, Massachusetts 02451
Telephone: (617) 868-1700
(Name, address and telephone number, including area code, of agent for service)
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 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 6,590,000 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 was approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 1, 2022. This Registration Statement registers additional securities of the same class as other securities for which the registration statement filed on Form S-8 (SEC File No. 333-261455) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 2, 2021 (SEC File No. 333-261455) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| + | Denotes management contract or compensatory plan or arrangement |
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Waltham, State of Massachusetts, on June 13, 2022.
| VICARIOUS SURGICAL INC. | ||
| By: | /s/ Adam Sachs | |
| Adam Sachs | ||
| Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of Adam Sachs and William Kelly, 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 date indicated.
| Signature | Title | Date | ||
| /s/ Adam Sachs | Chief Executive Officer, President and Director | June 13, 2022 | ||
| Adam Sachs | (Principal Executive Officer) | |||
| /s/ William Kelly | Chief Financial Officer and Treasurer | June 13, 2022 | ||
| William Kelly | (Principal Financial and Accounting Officer) | |||
| /s/ David Styka | Chairman | June 13, 2022 | ||
| David Styka | ||||
| /s/ Sammy Khalifa | Director | June 13, 2022 | ||
| Sammy Khalifa | ||||
| /s/ Samir Kaul | Director | June 13, 2022 | ||
| Samir Kaul | ||||
| /s/ Philip Liang | Director | June 13, 2022 | ||
| Philip Liang | ||||
| /s/ Ric Fulop | Director | June 13, 2022 | ||
| Ric Fulop | ||||
| /s/ Dror Berman | Director | June 13, 2022 | ||
| Dror Berman | ||||
| /s/ Donald Tang | Director | June 13, 2022 | ||
| Donald Tang | ||||
| /s/ David Ho | Director | June 13, 2022 | ||
| David Ho |
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