As
filed with the U.S. Securities and Exchange Commission
on October 3,
2022
Registration
No. 333-260281
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE
AMENDMENT NO.
2
TO
FORM S-1 ON FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
Vicarious
Surgical Inc.
(Exact name of registrant
as specified in its charter)
___________________________
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Delaware
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87-2678169
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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78
Fourth Avenue
Waltham, Massachusetts 02451
(617) 868-1700
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Adam
Sachs
Chief Executive Officer
Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, Massachusetts 02451
(617) 868-1700
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
___________________________
Copies to:
Edwin C. Pease,
Esq.
Jason S.
McCaffrey, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
___________________________
Approximate
date of commencement of proposed sale to the public:
From time to
time after the
effective date of this registration statement as
determined by the registrant.
If the only
securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the
following box: ☐
If any of the
securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans,
check the
following box:
☒
If this Form is
filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is
a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ☐
If this Form is
a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
☐
If this Form is
a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box.
☐
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.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☒
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Smaller
reporting company
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☒
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Emerging growth
company
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☒
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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 Securities Act.
☐
THE REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
On October 15, 2021, the registrant filed a Registration Statement
on Form S-1 (File No. 333-260281) (the “Registration Statement”), which was
subsequently declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on October 22, 2021. On March 31, 2022, the
registrant filed a post-effective
amendment to Form S-1
(“Post-Effective Amendment No. 1”) to
update the Registration Statement to include information contained
in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and
certain other information in such Registration Statement and to
include updated information regarding the selling stockholders
named in the prospectus (the “Selling Securityholders”). The
Post-Effective Amendment No. 1 was
declared effective by the SEC on April 4, 2022.
This Post-Effective Amendment No. 2 to
Form S-1 on Form S-3 (“Post-Effective
Amendment No. 2”) is being filed by the registrant (i) to convert
the registration statement on Form S-1
into a registration statement on Form S-3 and (ii) to
include updated information regarding the Selling Stockholders,
including a reduction in the number of shares of common stock being
offered by the Selling Securityholders to 86,532,807 shares of
Class A common stock and 19,686,297 shares of Class B common stock
to reflect sales or other dispositions of such securities by the
Selling Securityholders since the filing of the Post-Effective Amendment No. 1, and a reduction in the
number of shares of Class A common stock issuable upon the exercise
of warrants included in the units issued by the registrant in its
initial public offering, each of which is exercisable for one share
of Class A common stock, in accordance with its terms (the “Public
Warrants”) to 17,248,601 shares of Class A common stock to reflect
exercises of Public Warrants since the filing of the
Post-Effective Amendment No. 1.
No additional securities are being registered under this
Post-Effective Amendment No. 2 and all
applicable registration and filing fees were paid at the time of
the original filing of the Registration Statement.
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The
information in this preliminary prospectus is not complete and may
be changed. Neither we nor the selling securityholders may sell
these securities until the registration statement filed with the
Securities and Exchange Commission becomes effective. This
preliminary prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state
or other jurisdiction where the offer or sale is not
permitted.
SUBJECT TO
COMPLETION, DATED OCTOBER
3,
2022
PRELIMINARY
PROSPECTUS
VICARIOUS
SURGICAL INC.
Up to
103,781,408 Shares
of Class A Common Stock
Up to 19,686,297 Shares
of Class B Common Stock
Up to 10,400,000 Warrants
This
prospectus relates to the resale from time to time by the Selling
Securityholders named in this prospectus (the “Selling
Securityholders”) of up to (i) 10,400,000 Private Placement
Warrants (as defined below), (ii) 10,400,000
shares of
Class A common stock, par value $0.0001 per share (“Class A
common stock”) that may be issued upon exercise of the Private
Placement Warrants, (iii) 56,446,510 shares of Class A
common stock consisting of shares of Class A common stock
(the “D8
Founder Shares”) held by certain transferees of our predecessor company’s
sponsor, D8 Sponsor LLC (the “Sponsor”), shares of Class A
common stock issued in the PIPE Financing (as defined below), and
shares of Class A common stock issued to our directors,
officers and affiliates and the directors, officers and affiliates
of Legacy Vicarious Surgical (as defined below) pursuant to the Business
Combination Agreement (as defined below),
(iv) 19,686,297 shares of Class B common stock, par
value $0.0001 per share (“Class B common stock”) issued pursuant
to the Business Combination Agreement, and
(v) 19,686,297 shares of Class A common stock that
may be issued upon the conversion of 19,686,297
shares of
Class B common stock.
This
prospectus also relates to the issuance by us of up to an aggregate
of 27,648,601 shares of our Class A common stock, which
consists of (i) (a) up to 1,500,000 shares of Class A
common stock that are issuable upon the exercise of private
placement warrants originally issued upon conversion of working
capital loans made by our predecessor company, D8 Holdings Corp., a
Delaware corporation (“D8”), at an exercise price of $11.50 per
share of Class A common stock and (b) up to
8,900,000 shares of Class A common stock that are
issuable upon the exercise of private placement warrants originally
issued in a private placement in connection with the initial public
offering of our predecessor company, D8, at an exercise price of
$11.50 per share of Class A common stock (collectively, the
“Private Placement Warrants”), and (ii) up to
17,248,601 shares of Class A common stock that are
issuable upon the exercise of 17,248,601 warrants issued in
connection with the initial public offering of D8 (the “Public
Warrants,” and together with the Private Placement Warrants, the
“Warrants”).
This
prospectus provides you with a general description of such
securities and the general manner in which we and the Selling
Securityholders may offer or sell the securities. More specific
terms of any securities that we and the Selling Securityholders may
offer or sell may be provided in a prospectus supplement that
describes, among other things, the specific amounts and prices of
the securities being offered and the terms of the offering. The
prospectus supplement may also add, update or change information
contained in this prospectus.
We will not
receive any proceeds from the sale of shares of Class A common
stock, shares of Class B common stock or Private Placement
Warrants by the Selling Securityholders or of shares of
Class A common stock by us pursuant to this prospectus, except
with respect to amounts received by us upon exercise of the
Warrants.
However, we
will pay the expenses, other than any underwriting discounts and
commissions, associated with the sale of securities pursuant to
this prospectus.
We are
registering the securities for resale pursuant to the Selling
Securityholders’ registration rights under certain agreements
between us and the Selling Securityholders. Our registration of the
securities covered by this prospectus does not mean that either we
or the Selling Securityholders will issue, offer or sell, as
applicable, any of the securities. The Selling Securityholders may
offer and sell the securities covered by this prospectus in a
number of different ways and at varying prices. We provide more
information about how the Selling Securityholders may sell the
shares or Warrants in the section entitled “Plan of
Distribution.”
You should
read this prospectus and any prospectus supplement or amendment
carefully before you invest in our securities.
Our
Class A common stock and Public Warrants are listed on the
NYSE under the symbols “RBOT” and “RBOT WS,” respectively.
On September 30, 2022, the closing price of our
Class A common stock was $3.35 and the closing price for our Public
Warrants was $0.446.
Investing in
our securities involves a high degree of risk. See “Risk Factors”
beginning on page 7
of this
prospectus and in the other documents that are incorporated by
reference in this prospectus.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ,
2022.
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TABLE OF CONTENTS
You
should rely only on the information contained in, or incorporated
by reference in, this prospectus. No one has been authorized to
provide you with information that is different from that contained
in this prospectus. This prospectus is dated as of the date set
forth on the cover hereof. You should not assume that the
information contained in this prospectus is accurate as of any date
other than that date.
For
investors outside the United States: We
have not done anything that would permit this offering or
possession or distribution of this prospectus in any jurisdiction
where action for that purpose is required, other than in the
United States. You are required to inform yourselves about and
to observe any restrictions relating to this offering and the
distribution of this prospectus.
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PROSPECTUS
SUMMARY
The following is a summary
of what we believe to be the most important aspects of our business
and the offering of our securities under this prospectus. We urge
you to read this entire prospectus, including the more detailed
consolidated financial statements, notes to the consolidated
financial statements and other information incorporated by
reference from our other filings with the SEC or included in any
applicable prospectus supplement. Investing in our securities
involves risks. Please carefully consider the risk factors set
forth in any prospectus supplements and in our most recent annual
and quarterly filings with the SEC, as well as other information in
this prospectus and any prospectus supplements and the documents
incorporated by reference herein or therein, before purchasing our
securities. Each of the risk factors could adversely affect our
business, operating results and financial condition, as well as
adversely affect the value of an investment in our
securities.
About Vicarious Surgical
Inc.
We are combining advanced miniaturized robotics, computer science
and 3D visualization to build a new category of intelligent and
affordable, single-incision surgical
robot that virtually transports surgeons inside the patient to
perform minimally invasive surgery (“MIS”). With our
next-generation robotics technology
and proprietary human-like surgical
robots, we are seeking to improve patient outcomes, as well as the
cost and efficacy of surgical procedures. Led by a visionary team
of engineers from the Massachusetts Institute of Technology, we
intend to deliver the next generation in robotic surgery, designed
to solve the shortcomings of both open surgery, as well as current
manual and robot-assisted MIS.
We estimate there are over 39 million soft tissue surgical
procedures addressable by our technology. Of these procedures, it
is estimated that more than 50% are performed using open surgery,
and less than 5% are performed by current robot-assisted MIS.
We believe this slow adoption of robot-assisted surgery has occurred because of several
factors, including the following:
• Significant Capital
Investment. Existing robotic systems
require a high upfront cost and burdensome annual service contracts
that are often prohibitively expensive, especially in outpatient
settings. These capital costs are estimated to be up to
$2.0 million per system upfront, plus an
additional 10-20% annually for
maintenance and service contracts.
• Low
Utilization. In addition to the
significant acquisition costs, existing robotic systems create
inefficiencies and increase costs to medical facilities considering
adoption. Due to their large size and limited portability, existing
robotic systems require the construction of a dedicated operating
room, occupying valuable real estate within the hospital. Once in
place, these robotic systems require extensive set-up and operating room turnover times, which
limits the number of procedures that can be performed with the
robotic system.
• Limited
Capabilities. Existing robotic
systems have limited capabilities and are ill-suited for many outpatient procedures. Due to
their limited degrees of freedom inside the abdomen, they depend on
significant, complicated, robotic motion outside the body, and they
have limited ability to operate in multiple quadrants, difficulty
operating on the “ceiling” of the abdomen, create collisions inside
and outside of the patient’s abdomen, and restrict overall access
of the operating team to the patient.
• Difficult to
Use. Existing robotic systems
necessitate device-specific training
requiring the surgeon to “design the robotic motion” for each
procedure. In choosing the incision sites, the surgeon must
effectively design the kinematic motion of the robot for every
procedure to operate well and avoid collisions inside and outside
of the patient’s abdomen. They must design this kinematic motion
with fewer degrees of freedom than they would employ using open
surgery, restricting their natural movements. To become proficient
at manipulating these legacy robotic systems to perform the
procedures they otherwise were trained to perform via open surgery
requires extensive training and several dozen procedures on live
patients. As these systems are maintained in dedicated, expensive,
operating rooms, obtaining access to train on the system becomes a
significant impediment to adoption, resulting in more open
surgeries.
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Our single-port system with advanced,
miniaturized robotics and advanced visualization is designed to
address the significant limitations of open surgery and existing
single- and multi-port robotic
surgical approaches to improve patient outcomes and enhance
adoption by hospitals and other medical facilities. Our
single-incision surgical robot, called
the Vicarious System, is designed with a fundamentally different
architecture, and proprietary “de-coupled actuators,” to overcome many of the
limitations of open surgery or existing robot-assisted surgical procedures with a minimally
invasive and more capable robotic system. This architecture enables
unprecedented dexterity inside the abdomen through an
ultra-thin support tube, providing
significant improvement over existing legacy robotic systems and
minimizing the complications and trauma associated with open
surgery.
Additional
Information
For additional information related to our business and operations,
please refer to the reports incorporated herein by reference,
including our Annual Report on Form 10-K for the year ended December 31, 2021, as
described under the caption “Incorporation of Certain Information
by Reference” on page 31 of this prospectus.
Our
Corporate Information
Vicarious Surgical Inc. was originally incorporated in the Cayman
Islands as a special purpose acquisition company under the name D8
Holdings Corp. (“D8”) for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving D8 and one
or more businesses. On September 17, 2021 (the “Closing
Date”), we consummated the transaction contemplated by the
Agreement and Plan of Merger, dated as of April 15, 2021 (the
“Business Combination Agreement”), by and among D8, Snowball Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of D8
(“Merger Sub”), and Vicarious Surgical Inc., a Delaware corporation
incorporated in the State of Delaware on May 1, 2014 (“Legacy
Vicarious Surgical”).
Pursuant to the terms of the Business Combination Agreement, a
business combination between D8 was effected through the merger of
Merger Sub with and into Legacy Vicarious Surgical, with Legacy
Vicarious Surgical surviving as a wholly owned subsidiary of D8
(the “Merger,” and collectively with the other transactions
described in the Business Combination Agreement, the “Business
Combination”). Effective as of the Closing, D8 changed its named to
Vicarious Surgical Inc. and Legacy Vicarious Surgical changed its
name to Vicarious Surgical US Inc.
Our principal executive offices are located at 78 Fourth Avenue,
Waltham, Massachusetts 02451, and our telephone number is
(617) 868-1700. We maintain a
website at https://www.vicarioussurgical.com,
to which we regularly post copies of our press releases as well as
additional information about us. The information contained on, or
that can be accessed through, our website is not a part of this
prospectus. We have included our website address in this prospectus
solely as an inactive textual reference.
Our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and
all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, or the
Exchange Act, are available free of charge through the
investor relations page of our website as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the SEC.
All brand names or trademarks appearing in this prospectus are the
property of their respective holders. Use or display by us of other
parties’ trademarks, trade dress, or products in this prospectus is
not intended to, and does not, imply a relationship with, or
endorsements or sponsorship of, us by the trademark or trade dress
owners.
Background and Business
Combination
Prior to the Closing Date, on September 16, 2021, as
contemplated by the Business Combination Agreement, D8 filed a
notice of deregistration and necessary accompanying documents with
the Cayman Islands Registrar of Companies, and a certificate of
incorporation and a certificate of corporate domestication with the
Secretary of State of the State of Delaware, under which D8 was
domesticated and continues as a Delaware corporation, changing its
name to “Vicarious Surgical Inc.” (the “Domestication”). As a result of
and upon the effective time of the Domestication, (a) each D8
Unit then issued and outstanding as of immediately prior to the
Domestication automatically separated into the underlying D8
Class A ordinary share and one-half of a D8 Public Warrant, (b) each
D8 Class A ordinary share issued and outstanding immediately
prior to the Domestication remained outstanding
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and automatically converted into one share of Class A common
stock, (c) each D8 Class B ordinary share, par value
$0.0001 per share, of D8 issued and outstanding immediately prior
to the Domestication automatically converted into one share of D8
Class A ordinary share, and (d) each D8 Public Warrant
automatically converted into a Public Warrant on the same terms as
the D8 Public Warrants. No fractional Public Warrants were issued
upon separation of the D8 Units.
On September 17, 2021, concurrently with the consummation of
the Business Combination and the other transactions contemplated by
the Business Combination Agreement (such completion, the
“Closing”), D8 changed its name
to “Vicarious Surgical Inc.” and Legacy Vicarious Surgical changed
its name to “Vicarious Surgical Operating Co.” On October 6,
2021, Legacy Vicarious Surgical changed its name from “Vicarious
Surgical Operating Co.” to “Vicarious Surgical US Inc.”
As a consequence of the Business Combination, each D8 Class B
ordinary share or that was issued and outstanding as of immediately
prior to the effective time of the Merger (the “Effective
Time”) was converted, on a one-for-one basis, into
a share of Class A common stock. The Business Combination had
no effect on the Class A common stock that was issued and
outstanding as of immediately prior to the Effective Time, which
continues to remain outstanding, except for the shares redeemed in
connection with the Business Combination.
In connection with the Closing of the Business Combination,
(i) Legacy Vicarious Surgical stockholders received shares of
Vicarious Surgical Class A common stock equal to the amount of
shares of Legacy Vicarious Surgical capital stock owned by such
stockholder multiplied by 3.29831 for each share in such class of
Legacy Vicarious Surgical capital stock that was issued and
outstanding immediately prior to the Effective Time, rounded to the
nearest whole number of shares; (ii) the Legacy Vicarious
Surgical Founders received shares of Vicarious Surgical
Class B common stock equal to the amount of shares of Legacy
Vicarious Surgical Class A common stock owned by such Legacy
Vicarious Surgical Founder multiplied by 3.29831 for each share in
such class of Legacy Vicarious Surgical Class A common stock
that was issued and outstanding immediately prior to the Effective
Time, rounded to the nearest whole number of shares;
(iii) each option to purchase shares of Legacy Vicarious
Surgical common stock, whether vested or unvested, that was
outstanding and unexercised as of immediately prior to the
Effective Time was assumed by D8 and became an option (vested or
unvested, as applicable) to purchase a number of shares of
Vicarious Surgical Class A common stock equal to the number of
shares of Legacy Vicarious Surgical common stock subject to such
option immediately prior to the Effective Time multiplied by
3.29831, rounded down to the nearest whole number of shares, at an
exercise price per share equal to the exercise price per share of
such option immediately prior to the Effective Time divided by
3.29831 and rounded up to the nearest whole cent; and
(iv) each warrant to purchase shares of Legacy Vicarious
Surgical Class B common stock that was issued and outstanding
prior to the Effective Time was assumed and converted into a
warrant exercisable for shares of Vicarious Surgical Class A
common stock.
In addition, concurrently with the execution of the Business
Combination Agreement, on April 15, 2021 and September 9,
2021, D8 entered into subscription agreements (the “Subscription
Agreements”) with certain qualified institutional buyers and
accredited investors (the “PIPE Investors”), pursuant to
which the PIPE Investors purchased, immediately prior to the
Closing, an aggregate of 14,200,000 shares of Class A common
stock at a purchase price of $10.00 per share (the “PIPE
Financing”).
Stock Exchange
Listing
Our Class A common stock and Public Warrants are listed for
trading on the NYSE under the symbols “RBOT” and “RBOT WS”,
respectively.
Emerging Growth
Company
Section 102(b)(1) of the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”) exempts emerging
growth companies from being required to comply with new or revised
financial accounting standards until private companies (that is,
those that have not had a registration statement under the
Securities Act declared effective or do not have a class of
securities registered under the Exchange Act) are required to
comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the
extended transition period and comply with the requirements that
apply to non-emerging growth companies
but any such election to opt out is irrevocable. We have elected
not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different
application dates for public or private companies, we,
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as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised
standard. This may make comparison of Vicarious Surgical’s
financial statements with those of another public company that is
not an emerging growth company or is an emerging growth company
that has opted out of using the extended transition period,
difficult or impossible because of the potential differences in
accounting standards used.
We will remain an emerging growth company until the earlier of:
(1) the last day of the fiscal year (a) following
the fifth anniversary of the closing of D8’s initial public
offering, (b) in which we have total annual gross revenue of
at least $1.07 billion, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our
common equity that is held by non-affiliates is $700 million or more as of the
end of that fiscal year’s second fiscal quarter; and (2) the
date on which we have issued more than $1.00 billion in
non-convertible debt securities during
the prior three-year period.
References herein to “emerging growth company” have the meaning
associated with it in the JOBS Act.
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THE
OFFERING
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Issuer
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Vicarious Surgical Inc.
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Issuance of Class A
common stock
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Shares of our Class A common stock to be issued upon exercise
of all Private Placement Warrants and Public Warrants
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27,648,601 shares
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Shares of our common stock outstanding prior to exercise of all
Warrants
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122,278,754 shares(1)
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Use of proceeds
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We will receive up to an aggregate of approximately
$318.0 million from the exercise of all 27,648,601 Warrants,
assuming the exercise in full of such Warrants for cash.
Unless we inform you otherwise in a prospectus supplement or free
writing prospectus, we intend to use the net proceeds from the
exercise of such Warrants for general corporate purposes which may
include acquisitions or other strategic investments or repayment of
outstanding indebtedness.
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Resale of Class A common
stock, Class B common stock and Warrants
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Shares of Class A common stock offered by the Selling
Securityholders (representing the D8 Founder Shares, shares of
Class A common stock that may be issued upon exercise of the
Private Placement Warrants, shares issued in the PIPE Financing,
and shares issued to our directors, officers and affiliates and the
directors, officers and affiliates of Legacy Vicarious Surgical
pursuant to the Business Combination Agreement, including shares
that may be issued upon the conversion of shares of Class B
common stock)
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86,532,807 shares
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Shares of Class B common stock offered by the Selling
Securityholders
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19,686,297 shares
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Warrants offered by the Selling Securityholders
(representing the Private Placement Warrants)
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10,400,000 Private Placement Warrants
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Exercise price
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$11.50 per share, subject to adjustment as described herein
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Redemption
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The Warrants are redeemable in certain circumstances. See
“Description of Our
Securities — Warrants” for further discussion.
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Use of proceeds
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We will not receive any proceeds from the sale of the Class A
common stock, Class B common stock and Warrants to be offered
by the Selling Securityholders. With respect to shares of
Class A common stock underlying the options, we will not
receive any proceeds from such shares except with respect to
amounts received by us upon exercise of such options to the extent
such options are exercised for cash. With respect to shares of
Class A common stock underlying the Warrants, we will not
receive any proceeds from such shares except with respect to
amounts received by us upon exercise of such Warrants to the extent
such Warrants are exercised for cash.
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Ticker symbols
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“RBOT” and “RBOT WS” for the Class A common stock and Public
Warrants, respectively.
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RISK
FACTORS
An investment in our securities involves a high degree of risk. You
should carefully consider the risks and uncertainties and all other
information, documents or reports included or incorporated by
reference in this prospectus and, if applicable, any prospectus
supplement or other offering materials, including the risks and
uncertainties discussed under “Risk Factors” in our most recent
Annual Report on Form 10-K filed
with the SEC, which are incorporated by reference in this
prospectus, and any updates to those risk factors included from
time to time in our periodic and current reports filed with the SEC
and incorporated by reference in this prospectus. Our business,
financial condition or results of operations could be harmed by any
of these risks. As a result, you could lose some or all of your
investment in our securities. Additional risks not currently known
to us or other factors not perceived by us to present significant
risks to our business at this time also may impair our business
operations.
7
Table of
Contents
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus include forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, or the Securities Act, and Section 21E of the
Exchange Act, that relate to future events or to our future
operations or financial performance. These statements are based on
the beliefs and assumptions of our management team. Although we
believe that our plans, intentions and expectations reflected in or
suggested by these forward-looking
statements are reasonable, we cannot assure that we will achieve or
realize these plans, intentions or expectations.
Forward-looking statements are
inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business
strategies, events or performance, are forward-looking statements. These statements may be
preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends”
or the negative of these terms, or other comparable terminology
intended to identify statements about the future, although not all
forward-looking statements contain
these identifying words. The forward-looking statements are based on projections
prepared by, and are the responsibility of, the Company’s
management. Forward-looking statements
contained in this prospectus include, but are not limited to,
statements about:
• the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition and our ability to grow and manage growth profitably
and retain our key employees;
• the
ability to maintain the listing of our Class A common stock on the
NYSE;
• the
success, cost and timing of our product and service development
activities;
• the
commercialization and adoption of our initial products and the
success of the Vicarious System, and any of our future product and
service offerings;
• the
potential attributes and benefits of the Vicarious System and any
of our other product and service offerings once commercialized;
• our
ability to obtain and maintain regulatory approval for the
Vicarious System and our product and service offerings, and any
related restrictions and limitations of any approved product or
service offering;
• our
business is subject to a variety of U.S. and foreign laws, which
are subject to change and could adversely affect our business;
• our
ability to identify, in-license or
acquire additional technology;
• our
ability to maintain our existing license agreements and
manufacturing arrangements;
• our
ability to compete with other companies currently marketing or
engaged in the development of products and services for ventral
hernia repair and additional surgical applications, many of which
have greater financial and marketing resources than us;
• the
size and growth potential of the markets for the Vicarious System
and any of our future product and service offerings, and the
ability of each to serve those markets once commercialized, either
alone or in partnership with others;
• our
estimates regarding expenses, future revenue, capital requirements
and needs for additional financing;
• our
ability to raise financing in the future;
• our
financial performance;
• our
intellectual property rights and how failure to protect or enforce
these rights could harm our business, results of operations and
financial condition
8
Table of
Contents
• economic
downturns and political and market conditions beyond our control
and their potential to adversely affect our business, financial
condition and results of operations; and
• the
anticipated continued impact of the COVID-19 pandemic on our business.
These forward-looking statements are
based on information available as of the date of this prospectus,
and current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Important factors
could cause actual results, performance or achievements to differ
materially from those indicated or implied by forward-looking statements such as those described under
the caption “Risk Factors” in this prospectus, as updated and
supplemented by the discussion of risks and uncertainties under
“Risk Factors” contained in any supplements to this prospectus or
other offering materials, or in the sections entitled “Business,”
“Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” or “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in
our most recent annual report on Form 10-K, as revised or supplemented by our subsequent
quarterly reports on Form 10-Q or our
subsequent current reports on Form 8-K, as well as any amendments thereto, as filed
with the SEC and which are incorporated herein by reference. As a
result of the risks and uncertainties, the results or events
indicated by the forward-looking
statements contained in this prospectus or in any document
incorporated herein by reference may not occur.
Investors are cautioned not to place undue reliance on any
forward-looking statement. Each
forward-looking statement represents
our views only as of the date of this prospectus or the date of the
document incorporated by reference in this prospectus and should
not be relied upon as representing our views as of any subsequent
date. We anticipate that subsequent events and developments may
cause our views to change. We expressly disclaim any obligation to
update or alter any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint
ventures or investments we may make. All subsequent
forward-looking statements
attributable to us or to any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this section.
9
Table of
Contents
USE
OF PROCEEDS
All of the Class A common stock, Class B common stock and
Warrants offered by the Selling Securityholders pursuant to this
prospectus will be sold by the Selling Securityholders for their
respective accounts. We will not receive any of the proceeds from
these sales.
We will receive up to an aggregate of approximately
$318.0 million from the exercise of the Warrants, assuming the
exercise in full of all of the Warrants for cash. We expect to use
the net proceeds from the exercise of the Warrants for general
corporate purposes. We will have broad discretion over the use of
proceeds from the exercise of the Warrants. There is no assurance
that the holders of the Warrants will elect to exercise any or all
of such Warrants. To the extent that the Warrants are exercised on
a “cashless basis,” the amount of cash we would receive from the
exercise of the Warrants will decrease.
10
Table of
Contents
SELLING
SECURITYHOLDERS
This prospectus relates to the possible resale by the Selling
Securityholders of up to 86,532,807 shares of our Class A
common stock, up to 19,686,297 shares of our Class B common
stock, and up to 10,400,000 Private Placement Warrants. The Selling
Securityholders may from time to time offer and sell any or all of
the Class A common stock and warrants set forth below pursuant
to this prospectus and any accompanying prospectus supplement. When
we refer to the “Selling Securityholders” in this prospectus, we
mean the persons listed in the table below, and the pledgees,
donees, transferees, assignees, successors, designees and others
who later come to hold any of the Selling Securityholders’ interest
in the Class A common stock, shares of Class B common
stock or Private Placement Warrants other than through a public
sale. We cannot advise you as to whether the Selling
Securityholders will in fact sell any or all of such Class A
common stock, shares of Class B common stock or warrants. In
addition, the Selling Securityholders may sell, transfer or
otherwise dispose of, at any time and from time to time, the
Class A common stock, Class B common stock and warrants
in transactions exempt from the registration requirements of the
Securities Act after the date of this prospectus. For purposes of
this table, we have assumed that the Selling Securityholders will
have sold all of the securities covered by this prospectus upon the
completion of the offering.
The following table is prepared based on information provided to us
by the Selling Securityholders. It sets forth the name and address
of the Selling Securityholders, the aggregate number of shares of
Class A common stock, shares of Class B common stock and
Private Placement Warrants that the Selling Securityholders may
offer pursuant to this prospectus, and the beneficial ownership of
the Selling Securityholders both before and after the offering. We
have based the percentage ownership prior to this offering on
102,592,457 shares of Class A common stock, 19,686,297 shares
of Class B common stock and 10,400,000 Private Placement
Warrants outstanding, in each case as of September 15, 2022.
In calculating percentages of shares of Class A common stock
owned by a particular Selling Securityholder, we treated as
outstanding the number of shares of Class A common stock
issuable upon (i) exercise of that particular Selling
Securityholder’s Private Placement Warrants or (ii) conversion
of that particular Selling Securityholder’s Class B common
stock, if any, and did not assume the exercise of any other Selling
Securityholder’s Private Placement Warrants or options, or upon the
vesting of any other Selling Securityholder’s restricted stock
units or conversion of any other Selling Securityholder’s
Class B common stock.
We have determined beneficial ownership in accordance with the
rules of the SEC and the information is not necessarily indicative
of beneficial ownership for any other purpose. Unless otherwise
indicated below, to our knowledge, the persons and entities named
in the tables have sole voting and sole investment power with
respect to all securities that they beneficially own, subject to
community property laws where applicable.
Selling Securityholder information for each additional Selling
Securityholder, if any, will be set forth by prospectus supplement
to the extent required prior to the time of any offer or sale of
such Selling Securityholder’s shares pursuant to this prospectus.
Any prospectus supplement may add, update, substitute, or change
the information contained in this prospectus, including the
identity of each Selling Securityholder and the number of shares
registered on its behalf. A Selling Securityholder may sell or
otherwise transfer all, some or none of such shares in this
offering. See “Plan of
Distribution.”
11
Table of
Contents
|
|
Shares of Class A
Common Stock
Beneficially Owned
Prior to this Offering
|
|
Shares of Class B
Common Stock
Beneficially Owned
Prior to this Offering
|
|
Private Placement
Warrants
Beneficially Owned
prior to Offering
|
|
Number
of Shares
of Class A
Common
Stock
Being
Offered
|
|
Number
of Shares
of Class B
Common
Stock
Being
Offered
|
|
Number
of Private
Placement
Warrants
Being
Offered
|
|
Shares of Class A
Common Stock
Beneficially
Owned After the
Offered Shares of
Class A Common
Stock are Sold
|
|
Shares of Class B
Common Stock
Beneficially
Owned After the
Offered Shares of
Class A Common
Stock are Sold
|
|
Private
Placement
Warrants
Beneficially
Owned After the
Offered Warrants
are Sold
|
|
Selling Securityholders
|
|
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
|
Shares
|
|
Percent
|
|
Adam Sachs(1)(2)
|
|
11,440,388
|
|
10.0
|
%
|
|
11,273,050
|
|
57.3
|
%
|
|
—
|
|
—
|
|
|
11,273,050
|
|
11,273,050
|
|
—
|
|
167,338
|
|
*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
AnglePoint Master Fund(3)
|
|
392,190
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
392,190
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Aspex Master Fund(4)
|
|
2,600,000
|
|
2.5
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2,600,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Barry S. Greene(1)(5)
|
|
3,909,513
|
|
3.7
|
%
|
|
3,888,885
|
|
19.7
|
%
|
|
—
|
|
—
|
|
|
3,888,885
|
|
3,888,885
|
|
—
|
|
20,628
|
|
*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Becton, Dickinson and Company(6)
|
|
2,000,000
|
|
1.9
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Bright Insight Holdings Limited(7)
|
|
6,671,674
|
|
6.3
|
%
|
|
—
|
|
—
|
|
|
4,063,810
|
|
39.1
|
%
|
|
4,063,810
|
|
—
|
|
4,063,810
|
|
2,607,864
|
|
2.5
|
%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Cadin Limited(8)
|
|
10,426,426
|
|
9.6
|
%
|
|
—
|
|
—
|
|
|
6,336,190
|
|
60.9
|
%
|
|
6,336,190
|
|
—
|
|
6,336,190
|
|
4,090,236
|
|
4.0
|
%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Chelvey International Limited(9)
|
|
43,888
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
43,888
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
E15 Fund Advisors (HK) Limited(10)
|
|
300,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Fred Langhammer(11)
|
|
25,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
25,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Gates Frontier, LLC(12)
|
|
10,096,043
|
|
9.8
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
10,096,043
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Hel Ved Master Fund(13)
|
|
1,304,600
|
|
1.3
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,000,000
|
|
—
|
|
—
|
|
304,600
|
|
*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
hInsight-VSI Holdings, LLC(14)
|
|
1,000,000
|
|
1.0
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Immortal Gains Ltd(15)
|
|
99,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
99,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Innovation Endeavors III LP(16)
|
|
13,770,143
|
|
13.4
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
13,770,143
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Jasmeet Kaur Kang Rollover
IRA(17)
|
|
73,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
73,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Jatinder S. Sekhon(18)
|
|
67,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
67,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
K5 Global
Capital LLC(19)
|
|
25,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
25,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
K5 Global Technology Fund,
LP – Series 001(20)
|
|
150,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
150,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Khosla Ventures Seed C, LP(21)
|
|
7,896,787
|
|
7.7
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
7,896,787
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Khosla Ventures V, LP(21)
|
|
13,059,335
|
|
12.7
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
13,059,335
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Pleiad Asia Equity Master Fund(22)
|
|
476,800
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
476,800
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Pleiad Asia Master Fund(23)
|
|
1,523,200
|
|
1.5
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,523,200
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
PT Multipolar Tbk(24)
|
|
100,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
100,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Richard Yong Chin-Wee(25)
|
|
50,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
50,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Robert Kirby(11)
|
|
15,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
15,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Roberta Lipson(26)
|
|
100,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
100,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Sammy Khalifa(1)(27)
|
|
4,665,030
|
|
4.4
|
%
|
|
4,524,362
|
|
23.0
|
%
|
|
—
|
|
—
|
|
|
4,524,362
|
|
4,524,362
|
|
—
|
|
140,668
|
|
*
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Sun Hung Kai Strategic Capital
Limited(28)
|
|
5,441,492
|
|
5.3
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
949,124
|
|
—
|
|
—
|
|
4,492,368
|
|
4.4
|
%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Susan H. Barton(29)
|
|
10,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Teck Liang Beng(30)
|
|
100,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
100,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Terry Lundgren(11)
|
|
25,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
25,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Wolfswood Partners, LP(31)
|
|
500,000
|
|
*
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
98,356,509
|
|
74.1
|
%
|
|
19,686,297
|
|
100
|
%
|
|
10,400,000
|
|
100
|
%
|
|
86,532,807
|
|
19,686,297
|
|
10,400,000
|
|
11,823,702
|
|
11.5
|
%
|
|
|
|
|
|
|
|
|
12
Table of
Contents
13
Table of
Contents
14
Table of
Contents
15
Table of
Contents
PLAN
OF DISTRIBUTION
We are registering the issuance by us of up to 10,400,000 shares of
our Class A common stock issuable upon the exercise of the
Private Placement Warrants and 17,248,601 shares of our
Class A common stock issuable upon the exercise of the Public
Warrants. We are also registering the resale by the Selling
Securityholders of up to 10,400,000 Private Placement Warrants, up
to 86,532,807 shares of Class A common stock and up to
19,686,297 shares of Class B common stock.
The Selling Securityholders may offer and sell, from time to time,
their respective shares of Class A common stock, Class B
common stock, and Private Placement Warrants covered by this
prospectus. The Selling Securityholders will act independently of
us in making decisions with respect to the timing, manner and size
of each sale. Such sales may be made on one or more exchanges or in
the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current
market price or in negotiated transactions. The Selling
Securityholders may sell their securities by one or more of, or a
combination of, the following methods:
• purchases
by a broker-dealer as principal and
resale by such broker-dealer for its
own account pursuant to this prospectus;
• ordinary
brokerage transactions and transactions in which the broker
solicits purchasers;
• block
trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction;
• an
over-the-counter distribution in accordance with the rules
of the NYSE;
• through
trading plans entered into by a Selling Securityholder pursuant to
Rule 10b5-1 under the
Exchange Act that are in place at the time of an offering
pursuant to this prospectus and any applicable prospectus
supplement hereto that provide for periodic sales of their
securities on the basis of parameters described in such trading
plans;
• short
sales;
• distribution
to employees, members, limited partners or stockholders of the
Selling Securityholders;
• through
the writing or settlement of options or other hedging transaction,
whether through an options exchange or otherwise;
• by
pledge to secured debts and other obligations;
• delayed
delivery arrangements;
• to
or through underwriters or agents;
• in
“at the market” offerings, as defined in Rule 415 under the
Securities Act, at negotiated prices, at prices prevailing at the
time of sale or at prices related to such prevailing market prices,
including sales made directly on a national securities exchange or
sales made through a market maker other than on an exchange or
other similar offerings through sales agents;
• in
privately negotiated transactions;
• in
options transactions; and
• through
a combination of any of the above methods of sale, as described
below, or any other method permitted pursuant to applicable
law.
In addition, any securities that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant
to this prospectus.
16
Table of
Contents
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the securities or
otherwise, the Selling Securityholders may enter into hedging
transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial
institutions may engage in short sales of the securities in the
course of hedging the positions they assume with Selling
Securityholders. The Selling Securityholders may also sell the
securities short and redeliver the securities to close out such
short positions.
The Selling Securityholders may also enter into option or other
transactions with broker-dealers or
other financial institutions which require the delivery to such
broker-dealer or other financial
institution of securities offered by this prospectus, which
securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). The Selling
Securityholders may also pledge securities to a broker-dealer or other financial institution, and, upon
a default, such broker-dealer or other
financial institution, may effect sales of the pledged securities
pursuant to this prospectus (as supplemented or amended to reflect
such transaction).