维萨克斯外科手术有限公司-美国股票招股说明书(2025-10-08版)

VICARIOUS SURGICAL INC. 588,300 Shares of Class A Common StockPre-Funded Warrants to Purchase 561,700 Shares of Class A Common Stock561,700 Shares of Class A Common Stock Underlying the Pre-Funded Warrants We are offering 588,300 shares of our Class A common stock, par value $0.0001 (the “Class A Common Stock”), and pre-fundedwarrants (the “Pre-Funded Warrants”) to purchase 561,700 shares of our Class A Common Stock, directly to an institutional investorpursuant to this prospectus supplement and the accompanying prospectus. The per share offering price of the shares is $5.10 and theoffering price per Pre-Funded Warrant is $5.0999 (and each share of Class A Common Stock and Pre-Funded Warrant shall be coupledwith one Series A Common Warrant and one Series B Common Warrant (each as defined below), each to purchase one share of ourClass A Common Stock). We are offering to the institutional investor, with respect to the purchase of shares of Class A Common Stock that would otherwiseresult in the purchaser’s beneficial ownership exceeding more than 9.99% of our outstanding Class A Common Stock immediatelyfollowing the consummation of this offering, the opportunity to purchase one Pre-Funded Warrant in lieu of one share of our Class ACommon Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of itsPre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares ofClass A Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable forone share of our Class A Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the price per one share ofClass A Common Stock of $5.10, minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.0001 pershare. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrantsare exercised in full. This prospectus supplement also relates to the offering of shares of our Class A Common Stock issuable uponexercise of such Pre-Funded Warrants. In a concurrent private placement, we are also offering to the institutional investor Series A common stock purchase warrants topurchase an aggregate of up to 1,150,000 shares of our Class A Common Stock (the “Series A Common Warrants”) and Series Bcommon stock purchase warrants to purchase an aggregate of up to 1,150,000 shares of our Class A Common Stock (the “Series BCommon Warrants” and, together with the Series A Common Warrants, the “Common Warrants”), in each case at an exercise price of$5.10 per share. The Common Warrants will become exercisable on the effective date of the stockholder approval for the issuance ofthe shares of Class A Common Stock issuable upon exercise of the Common Warrants (the “Stockholder Approval Date”) and willexpire on the date that is the fifth anniversary of the Stockholder Approval Date. The Common Warrants and the shares of Class ACommon Stock issuable upon the exercise of such warrants are not being registered under the Securities Act of 1933, as amended (the“Securities Act”), and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are beingoffered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the SecuritiesAct and Rule 506(b) promulgated thereunder. Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RBOT.” On October 7, 2025,the last reported sale price of our Class A Common Stock on the NYSE was $6.53 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding Class A Common Stock and Class BCommon Stock held by non-affiliates is approximately $33,127,514, which is calculated based on 3,200,726 shares of our outstandingClass A Common Stock and Class B Common Stock held by non-affiliates and a price of $10.35 per share, the closing price of ourClass A Common Stock on August 12, 2025, which is the highest closing sale price of our Class A Common Stock on the NYSEwithin the prior 60 days of this prospectus supplement. During the prior twelve calendar month period that ends on and includes thedate hereof, we have not offered or sold any shares of our common stock pursuant to General Instruction I.B.6 to Form S-3. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “RiskFactors” on page S-6 of this prospectus supplement, and under similar headings in the other documents that are incorporatedby reference into this prospectus supplement and the accompanying prospectus. We have engaged Lake Street Capital Markets, LLC to act as our exclusive placement agent in connection with this offering to usetheir reasonable best efforts to place the shares o