[S-8] Vicarious Surgical Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Novanta Inc. (NASDAQ: NOVT) entered into a Fourth Amended & Restated Credit Agreement on 27 June 2025 that replaces its 2019 facility scheduled to mature in March 2027. The new agreement provides an aggregate senior secured credit capacity of approximately US$1.0 billion, broken down into:

• €65.31 million 5-year Euro-denominated term loan
• $75 million 5-year US-dollar term loan
• $850 million 5-year revolving credit facility

The maturity is extended to June 2030, and an uncommitted accordion feature can raise total commitments by an additional $350 million, subject to customary conditions. Interest is set at (i) Base Rate + 0–0.75 ppt or (ii) SOFR/SONIA/EURIBOR + 1.00–1.75 ppt, with pricing tied to the company’s consolidated leverage ratio. A commitment fee applies to unused revolver capacity.

Key financial covenants tested quarterly include: (1) maximum consolidated leverage ratio of 3.5× (step-up to 4.0× for four quarters following qualifying acquisitions >= $50 million) and (2) minimum fixed-charge coverage ratio of 1.25×. The facilities are secured by senior liens on substantially all assets of Novanta and certain subsidiaries and contain customary negative covenants on mergers, asset sales, indebtedness, investments and liens.

Required quarterly principal amortization begins September 2025 for the Euro term loan and September 2026 for the US term loan, with final balloon payments due at maturity. Prepayments from asset sales, casualty events or incremental debt are mandatory, while voluntary prepayments and commitment reductions are permitted without premium.

Outstanding borrowings under the prior facility were $392.4 million as of 28 March 2025. The new structure enhances liquidity headroom, extends tenor, and provides interest-rate optionality, but also secures the debt and maintains leverage limits that investors should monitor.

Positive

• Extended maturity from March 2027 to June 2030, reducing refinancing risk.
• Increased total committed capacity to approximately US$1.0 billion plus US$350 million accordion, enhancing liquidity and strategic flexibility.
• Leverage-linked pricing allows potential interest savings if leverage remains low.
• Customary but manageable covenants (3.5× max leverage, 1.25× FCCR) preserve operating headroom.

Negative

• Debt remains secured by substantially all assets, increasing encumbrance and priority ahead of equity.
• Potential leverage step-up to 4.0× after sizeable acquisitions could heighten financial risk.
• Commitment fee on unused revolver adds carrying cost even when undrawn.

Insights

Credit Analyst

TL;DR: Novanta upsizes and extends credit lines to 2030, boosting liquidity by ~US$600 m while retaining moderate leverage covenants—credit-positive.

The replacement of the 2019 facility with a US$1 billion package materially lengthens debt tenor (3-year extension) and almost triples available revolver capacity, improving short-term liquidity and funding flexibility for M&A or capex. Pricing—up to SOFR + 1.75 ppt—sits within typical BB-level spreads and is leverage-linked, incentivising deleveraging. Financial maintenance covenants set at 3.5× (4.0× post-deal) provide cushion versus the Q1-25 leverage of ~2× (not disclosed here but historical range). Security on assets adds lender protection but limits asset-based flexibility. Overall, the transaction is credit-positive due to extended maturity, accordion option, and unchanged covenant headroom.

Portfolio Manager

TL;DR: Facility grants US$1 bn fire-power to 2030; beneficial for growth strategy but increases secured claims ahead of shareholders.

From an equityholder viewpoint, the enlarged revolver and accordion create capacity for bolt-on acquisitions—core to Novanta’s growth model—and remove near-term refinancing risk. Interest cost looks manageable, and voluntary prepayment flexibility offers room to de-lever if cash generation permits. However, granting senior liens subordinates existing unsecured creditors and could slightly elevate financial risk if the company draws heavily. The leverage step-up to 4× after large deals signals willingness to lever for M&A. Net effect is moderately positive given liquidity benefits outweigh the incremental secured layer.

As filed with the Securities and Exchange Commission on July 2, 2025

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		(I.R.S. Employer
incorporation or organization)		Identification No.)

78 Fourth Avenue

Waltham, Massachusetts 02451

(Address, including zip code, of registrant’s principal executive offices)

Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended

(Full title of the plan)

Adam Sachs

Chief Executive Officer

Vicarious Surgical Inc.

78 Fourth Street

Waltham, Massachusetts 02451

(617) 868-1700
(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Robert A. Petitt, Esq.

Blank Rome LLP

125 High Street

Boston, MA 02110

(617) 415-1200

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 the 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 311,046 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 amendment was approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 27, 2025. This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File Nos. 333-261455, 333-261736, 333-265562, 333-273296 and 333-280538) of the Registrant are effective, and the information contained in such registration statements is hereby incorporated by reference pursuant to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth herein. 

PART ii

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 17, 2025;

(c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 12, 2025;

(c) The Registrant’s Current Reports on Form 8-K as filed with the Commission on January 21, 2025, February 18, 2025, March 13, 2025, March 24, 2025, April 11, 2025, and June 30, 2025;

(d) The description of the Registrant’s securities contained in the Registrant’s registration statement on Form 8-A (File No. 001-39384), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 13, 2020, as updated by the description of the Registrant’s common stock filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 17, 2025, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

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Item 8. Exhibits.

Exhibit Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
4.1		Certificate of Incorporation of Vicarious Surgical Inc., as amended				Form 10-Q (Exhibit 3.1)		8/12/2024		001-39384
4.2		Amended and Restated Bylaws of Vicarious Surgical Inc.				Form 8-K (Exhibit 3.2)		9/23/2021		001-39384
4.3		Specimen Class A Common Stock Certificate.				Form S-8 (Exhibit 4.4)		6/27/2024		333-280538
4.4		Warrant Agreement, dated as of July 14, 2020, by and between Vicarious Surgical Inc. (formerly D8 Holdings Corp.) and Continental Stock Transfer & Trust Company				Form 8-K (Exhibit 4.1)		7/17/2020		001-39384
5.1		Opinion of Blank Rome LLP		X
23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm		X
23.2		Consent of Blank Rome LLP (included in Exhibit 5.1)		X
24.1		Power of Attorney (included on the signature page hereof)		X
99.1+		Vicarious Surgical Inc. 2021 Equity Incentive Plan, as amended, and forms of agreement thereunder				Form 8-K (Exhibit 10.1)		6/30/2025		001-39384
107		Filing Fee Table		X

+ 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on July 2, 2025.

	VICARIOUS SURGICAL INC.
	By:	/s/ Adam Sachs
	Name:	Adam Sachs
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Adam Sachs and Sarah Romano, 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 dates indicated.

Signature		Title		Date
/s/ Adam Sachs		Chief Executive Officer and Director		July 2, 2025
Adam Sachs		(Principal Executive Officer)
/s/ Sarah Romano		Chief Financial Officer		July 2, 2025
Sarah Romano		(Principal Financial and Accounting Officer)
/s/ Fuad Ahmad		Director		July 2, 2025
Fuad Ahmad
/s/ Victoria Carr-Brendel		Director		July 2, 2025
Victoria Carr-Brendel
/s/ Randy Clark		Director		July 2, 2025
Randy Clark
/s/ Joseph Doherty		Director		July 2, 2025
Joseph Doherty
/s/ David Ho		Director		July 2, 2025
David Ho
/s/ Beverly Huss		Director		July 2, 2025
Beverly Huss
/s/ Sammy Khalifa		Director		July 2, 2025
Sammy Khalifa
/s/ Donald Tang		Director		July 2, 2025
Donald Tang

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FAQ

How large is Novanta's new credit facility announced in the June 27 2025 8-K?

The agreement provides roughly US$1.0 billion in committed capacity: €65.31 m term loan, $75 m term loan and an $850 m revolver.

When do the new senior credit facilities mature?

All tranches mature on 27 June 2030, extending the prior 2027 maturity by three years.

What are the key financial covenants under Novanta's new agreement?

Quarterly tests require a maximum consolidated leverage ratio of 3.5× (4.0× post-acquisition) and a minimum fixed-charge coverage ratio of 1.25×.

What interest rates apply to borrowings under the facility?

Loans bear Base Rate + 0–0.75 % or SOFR/SONIA/EURIBOR + 1.00–1.75 %, depending on the company's leverage tier.

Does the agreement allow Novanta to increase borrowings further?

Yes. An uncommitted accordion feature permits up to an additional $350 million in aggregate commitments, subject to conditions.