Vicarious Surgical Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Vicarious Surgical (RBOT) filed an 8-K on Oct 7, 2025, detailing a material agreement and equity sales.

AI Summary

Vicarious Surgical Inc. announced on October 7, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. This filing pertains to Vicarious Surgical Inc., incorporated in Delaware.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Vicarious Surgical Inc. (company) — Registrant
• October 7, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39384 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RBOT The New York Stock E
• $11.50 — mon stock, each at an exercise price of $11.50 per share RBOT WS The New York Stoc
• $5.10 — in each case with an exercise price of $5.10. The registered direct offering and con
• $5.9 m — eds from the Offerings of approximately $5.9 million, excluding any proceeds that may
• $100,000 — t-of-pocket expenses up to a maximum of $100,000. Pursuant to the Purchase Agreement, t
• $0.01 — mmon Warrant for consideration equal to $0.01 per share of Common Stock underlying th

Filing Documents

• ea0260667-8k_vicarious.htm (8-K) — 55KB
• ea026066701ex1-1_vicarious.htm (EX-1.1) — 65KB
• ea026066701ex4-1_vicarious.htm (EX-4.1) — 95KB
• ea026066701ex4-2_vicarious.htm (EX-4.2) — 103KB
• ea026066701ex4-3_vicarious.htm (EX-4.3) — 109KB
• ea026066701ex5-1_vicarious.htm (EX-5.1) — 19KB
• ea026066701ex10-1_vicarious.htm (EX-10.1) — 233KB
• ea026066701ex99-1_vicarious.htm (EX-99.1) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-097471.txt ( ) — 1088KB
• rbot-20251007.xsd (EX-101.SCH) — 4KB
• rbot-20251007_def.xml (EX-101.DEF) — 26KB
• rbot-20251007_lab.xml (EX-101.LAB) — 36KB
• rbot-20251007_pre.xml (EX-101.PRE) — 25KB
• ea0260667-8k_vicarious_htm.xml (XML) — 6KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On October 7, 2025, Vicarious Surgical Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser"), pursuant to which the Company agreed to issue to the Purchaser (i) in a registered direct offering, 588,300 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock") and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 561,700 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (ii) in a concurrent private placement, Series A common warrants (the "Series A Common Warrants") to purchase an aggregate of 1,150,000 shares of Common Stock (the "Series A Common Warrant Shares") and Series B common warrants (the "Series B Common Warrants" and, collectively with the Series A Common Warrants, the "Common Warrants") to purchase an aggregate of 1,150,000 shares of Common Stock (the "Series B Common Warrant Shares" and, collectively with the Series A Common Warrant Shares, the "Common Warrant Shares"), in each case with an exercise price of $5.10. The registered direct offering and concurrent private placement are collectively referred to in this Current Report on Form 8-K as the "Offerings." The Company expects the Offerings to close on or about October 9, 2025 and to receive aggregate gross proceeds from the Offerings of approximately $5.9 million, excluding any proceeds that may be received upon the exercise of the Common Warrants and before deducting placement agent fees and other offering expenses payable by the Company. The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-267785), which was declared effective by the Securities and Exchange Commission (the "Commission") on October

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The disclosure regarding the Common Warrants and the Common Warrant Shares set forth under Item 1.01 is incorporated by reference into this Item 3.02. Such disclosure includes, but is not limited to, the fact that the Common Warrants and the Common Warrant Shares are being issued in a private placement transaction and have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

01. Other Events

Item 8.01. Other Events. On October 8, 2025, the Company issued a press release announcing the pricing of the Offerings described in Item 1.01 to this Current Report on Form 8-K, a copy of which is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial

Item 9.01. Financial (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 1.1 Placement Agency Agreement, dated October 7, 2025, by and between Vicarious Surgical Inc. and Lake Street Capital Markets, LLC 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Common Warrant 4.3 Form of Series B Common Warrant 5.1 Opinion of Blank Rome LLP 10.1* Form of Securities Purchase Agreement, dated as of October 7, 2025, by and between the Company and the purchaser listed on the signature pages thereto 23.1 Consent of Blank Rome LLP (included in Exhibit 5.1) 99.1 Press release issued by Vicarious Surgical Inc., dated October 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICARIOUS SURGICAL INC. By: /s/ Stephen From Name: Stephen From Title: Chief Executive Officer Date: October 8, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR