维库斯外科手术公司-a美股招股说明书(2025-12-22版)

VICARIOUS SURGICAL INC. Up to $3,000,000 of Sharesof Class A Common Stock We have entered into an At the Market Offering Agreement, dated December 12, 2025 (the “Sales Agreement”), with H.C. Wainwright& Co., LLC (“Wainwright” or the “sales agent”) relating to the sale of shares of our Class A common stock, par value $0.0001 pershare, having an aggregate offering price of up to $3,000,000from time to time through or to Wainwright, acting as sales agent orprincipal, pursuant to this prospectus. Sales of shares of our Class A common stock, if any, under this prospectus will be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) including,without limitation, sales made directly on or through the New York Stock Exchange, the existing trading market for our Class Acommon stock, or any other existing trading market in the Unites States for our Class A common stock, sales made to or through amarket maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.The sales agent is not required to sell any specific amount, but will act as sales agent on a commercially reasonable efforts basisconsistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. As sales agent, Wainwright is entitled to compensation at a fixed commission rate equal to 3.0% of the gross proceeds of each sale ofshares of our Class A common stock. In connection with the sale of our shares of Class A common stock on our behalf, the sales agentwill be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent will bedeemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the salesagent with respect to certain liabilities, including liabilities under the Securities Act. Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RBOT.” On December19,2025, the last reported sale price of our Class A common stock on the NYSE was $2.17per share. As of the date of this prospectus, the aggregate market value of our outstanding Class A common stock and Class B common stockheld by non-affiliates is approximately $25.98 million, which is calculated based on 4,344,686 shares of our outstanding Class Acommon stock and Class B Common Stock held by non-affiliates and a price of $5.98 per share, the closing price of our Class Acommon stock on October 23, 2025, which is the highest closing sale price of our Class A common stock on the NYSE within theprior 60 days of this prospectus. During the prior twelve calendar month period that ends on and includes the date hereof, we have sold$5,865,000 of our securities pursuant to General Instruction I.B.6 to Form S-3. Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on page S-5 of this prospectus and in the documents incorporated byreference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus isDecember 22, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSS-iSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiPROSPECTUS SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-7DIVIDEND POLICYS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-11 ABOUT THIS PROSPECTUSiPROSPECTUS SUMMARY1RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS22DESCRIPTION OF UNITS23PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS29WHERE YOU CAN FIND MORE INFORMATION29INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE30 ABOUT THIS PROSPECTUS This prospectus relates to part of a registration statement on Form S-3 that we have filed with the Securities and ExchangeCommission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination ofthe securities described in our base prospectus included in the shelf registration statement in one or more offerings up to a totalaggregate offering price of $100,000,000. The $3,000,000 of shares of Class A common stock that may