维库斯外科手术公司-a美股招股说明书(2025-12-22版)

VICARIOUS SURGICAL INC. 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 or 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 market 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 be 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 the 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 by 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 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 be offered, issued and soldunder this prospectus is included in the $100,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf This prospectus relates to the offering of our shares of Class A common stock. Before buying any of our shares of Class A commonstock that we are offering, we urge you to carefully read this prospectus, together with the information incorporated by reference asdescribed under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in This prospectus describes the terms of this offering of our shares of Class A common stock and also adds to and updates informationcontained in the documents incorporated by reference into this prospectus. To the extent there is a conflict between the informationcontained in this prospectus, on the one hand, and the information contained in any document incorporated by reference into thisprospectus that was filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this You should rely only on the information contained in or incorporated by reference in this prospectus and in any free writing prospectusthat we have authorized for use in connection with this offering. We have not, and Wainwright has not, authorized anyone to provideyou with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not,and Wainwright is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the information appearing in this prospectus, the documents incorporated by reference in this prospectus,