VenHub Announces Pricing of $18.9 Million Private Placement with a New Fundamental Institutional Investor

VenHub (NASDAQ: VHUB) entered a private placement to sell 7,700,000 common shares and warrants to purchase up to 7,700,000 shares at a combined price of $2.45 per share, for aggregate gross proceeds of approximately $18.9 million before fees.

Rhea-AI Summary

VenHub (NASDAQ: VHUB) entered a private placement to sell 7,700,000 common shares and warrants to purchase up to 7,700,000 shares at a combined price of $2.45 per share, for aggregate gross proceeds of approximately $18.9 million before fees. The warrants are exercisable immediately at $2.45 and expire five years from issuance. Closing is expected on or about February 12, 2026, subject to customary conditions. Proceeds are intended for growth, working capital, and general corporate purposes. A.G.P./Alliance Global Partners is the sole placement agent.

Positive

• Aggregate gross proceeds of $18.9 million before fees
• Warrants exercisable immediately at $2.45 with five-year term
• Proceeds earmarked for growth, working capital, and general corporate purposes
• Placement agent engagement: A.G.P./Alliance Global Partners

Negative

• Issuance of 7,700,000 shares plus 7,700,000 warrants creates potential shareholder dilution if warrants are exercised
• Gross proceeds are before placement agent fees and offering expenses, reducing net funding
• Private placement conducted under registration exemptions may limit immediate resale liquidity for the new investor

Argus Feb 11 session

-25.57% close to close Open Argus

Details

News Market Reaction – VHUB

On Feb 11, the day this news came out, VHUB closed 25.57% below the previous close.

Data tracked by StockTitan Argus for the Feb 11 session.

Market Context

On Feb 11, the day this news came out, the stock closed 25.6% below the previous close. A negative r...

Analysis

On Feb 11, the day this news came out, the stock closed 25.6% below the previous close. A negative reaction despite the funding fits a pattern where even constructive news sometimes preceded drawdowns, such as the -27.74% move after a recent executive hire. This private placement introduces new shares and warrants that can dilute existing holders, which often pressures prices. At the same time, the company gains $18.9 million earmarked for growth and working capital, so longer-term impact would depend on how effectively that capital is deployed.

Key Figures

Shares sold: 7,700,000 shares Warrants issued: 7,700,000 warrants Offering price: $2.45 per share and warrant +4 more

Shares sold

7,700,000 shares

Common stock in private placement

Warrants issued

7,700,000 warrants

Common stock warrants in private placement

Offering price

$2.45 per share and warrant

Combined price in securities purchase agreement

Gross proceeds

$18.9 million

Aggregate gross proceeds before fees and expenses

Warrant exercise price

$2.45 per share

Exercise price for common stock warrants

Warrant term

5 years

Expiration from issuance date

Expected closing date

February 12, 2026

Target closing for private placement

Historical Context

5 past events · Latest: Feb 09

5 events

1. Feb 09

   Executive hire

   24h Move

   -27.7%

   Appointment of EVP, Product & Technology to scale autonomous Smart Store business.

2. Feb 04

   Industry award

   24h Move

   +11.8%

   Recognition as Most Innovative Retailer at RTIH AI in Retail Awards.

3. Feb 03

   Nasdaq bell ceremony

   24h Move

   -28.7%

   Nasdaq opening bell event celebrating recent market debut and visibility.

4. Feb 02

   Executive hire

   24h Move

   +25.9%

   Hiring EVP for Global Expansion and Partnerships to drive Smart Store rollout.

5. Jan 30

   Market listing

   24h Move

   +1184.0%

   Start of Nasdaq trading following SEC registration and direct listing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, warrants, placement agent, private placement, +3 more

7 terms

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with a new"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrants financial

"7,700,000 shares of common stock and warrants to purchase up to 7,700,000"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

placement agent financial

"A.G.P./Alliance Global Partners is acting as sole placement agent in"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

private placement financial

"offer and sale of the foregoing securities is being made in a private placement in reliance"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

section 4(a)(2) regulatory

"in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, or applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, Feb. 11, 2026 (GLOBE NEWSWIRE) -- VenHub Global, Inc. (NASDAQ: VHUB) (“VenHub” or the “Company”), a leader in fully autonomous Smart Store technology, today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of 7,700,000 shares of common stock and warrants to purchase up to 7,700,000 shares of common stock at a combined price of $2.45 per share and accompanying common warrant for aggregate gross proceeds of approximately $18.9 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $2.45 per share, will be exercisable immediately and will expire five years from the issuance date.

The closing of the offering is expected to occur on or about February 12, 2026, subject to the satisfaction of customary closing conditions.

The Company expects to use the proceeds from the offering principally for growth, working capital, and general corporate purposes.

“We are focused on addressing the estimated multi-trillion-dollar global retail end-market spanning convenience stores, traditional retail formats, gas stations, and infrastructure-based retail environments with our Smart Store solution that brings the future promise of autonomous retail to the real-world today,” said Shahan Ohanessian, CEO of VenHub. “This funding is an important next step in positioning VenHub to address the existing and growing level of preorders we have for Smart Store deployments. As we continue to execute, this investment will help unlock the opportunities we have to further our growth.”

A.G.P./Alliance Global Partners is acting as sole placement agent in connection with the offering.

The offer and sale of the foregoing securities is being made in a private placement in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, or applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About VenHub

VenHub designs and builds autonomous Smart Stores that operate 24/7 without on-site staff. Each store combines robotic automation, real-time inventory tracking, and mobile-based checkout to provide secure, convenient retail access. The company is headquartered in Las Vegas, Nevada.

To learn more, visit: www.VenHub.com

Safe Harbor Statement

VenHub Global, Inc. (“VenHub” or the “Company”), may make forward-looking statements regarding future events or the future financial performance of the Company in press releases, presentations, conference calls or other communications. These statements can be identified by terminology that includes “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “intends,” “plans,” “targets,” or other words conveying future outcomes or projections.

Such forward-looking statements involve certain risks, uncertainties, and assumptions that are difficult to predict and beyond the Company’s control. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including but not limited to changes in general economic conditions, the Company’s ability to execute its business strategy, competitive pressures, unanticipated manufacturing or supply chain issues, compliance with regulatory requirements, and other risks detailed in the Company’s public filings with the Securities and Exchange Commission.

Nothing in these forward-looking statements should be regarded as a representation by VenHub or its management that the Company’s objectives or plans will be achieved. VenHub undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Media and Investor Contact:

Alyssa Barry, Director of VenHub IR / PR
Alyssa@VenHub.com
or
Richard Land, Alliance Advisors
vhub@allianceadvisors.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VenHub (VHUB) announce about the February 2026 private placement?

VenHub announced a private placement to raise about $18.9 million through sale of 7,700,000 shares and warrants. According to the company, the offering price is $2.45 per share, with warrants exercisable immediately and expiring in five years.

How many warrants did VenHub (VHUB) issue and what are their terms?

VenHub issued warrants to purchase up to 7,700,000 shares at an exercise price of $2.45. According to the company, the warrants are exercisable immediately and will expire five years from issuance, if not exercised earlier.

When is the VenHub (VHUB) private placement expected to close?

The company expects the offering to close on or about February 12, 2026, subject to customary closing conditions. According to the company, the closing remains contingent on satisfaction of those customary conditions.

What will VenHub (VHUB) use the proceeds from the private placement for?

VenHub expects to use proceeds principally for growth, working capital, and general corporate purposes. According to the company, the funding is intended to support Smart Store deployments and to address existing preorder demand.

Who is the placement agent for VenHub's (VHUB) offering and how was it structured?

A.G.P./Alliance Global Partners is acting as the sole placement agent for the private placement. According to the company, the offer was made in reliance on exemptions from registration under Section 4(a)(2) and/or Regulation D.