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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 17, 2026
AMC
ROBOTICS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41574 |
|
41-3041844 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12
East 49th Street, Suite 1805
New
York, New York 10017
(Address
of Principal Executive Offices) (Zip Code)
(734)
709-5127
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
AMCI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Standby
Equity Purchase Agreement
On
September 17, 2026, AMC Robotics Corporation, a Delaware corporation (the “Company”), entered into a Standby Equity Purchase
Agreement (the “SEPA”) with Ayame Asset Holdings LLC, a Delaware limited liability company (the “Investor”).
Pursuant to the SEPA, the Company has the right, but not the obligation, subject to the satisfaction of the conditions set forth therein,
to issue and sell to the Investor, and the Investor has committed to purchase from the Company, from time to time during the term of
the SEPA, newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having
an aggregate gross purchase price of up to $50.0 million (the “Commitment Amount”).
The
Company may, in its sole discretion and subject to the terms of the SEPA, require the Investor to purchase shares of Common Stock by
delivering advance notices. Each advance may be for up to the lower of (i) 100% of the average daily trading volume of the Common Stock
during the five trading days immediately preceding the applicable advance notice and (ii) 100,000 shares of Common Stock, unless the
parties otherwise agree in writing. For each Company-initiated advance, the Company may select one of two pricing alternatives: (i) 96%
of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock during a three-trading-day pricing period
commencing no later than the trading day immediately following delivery of the advance notice, or (ii) the lower of (a) 97% of the lowest
VWAP during the five consecutive trading days immediately preceding delivery of the advance notice and (b) the lowest traded price during
the applicable intraday pricing period.
The
Company’s right to deliver an advance notice is subject to the satisfaction or waiver by the Investor of certain conditions precedent
set forth in the SEPA, including, among other things, the effectiveness of a registration statement permitting the Investor to resell
the applicable shares, the accuracy in all material respects of the Company’s representations and warranties, the Company’s
material compliance with its covenants and agreements under the SEPA, the availability and authorization of sufficient shares of Common
Stock, and the absence of specified adverse legal, market and trading events.
While
any amount remains outstanding under a Promissory Note (as defined below), the Company is precluded from delivering advance notices to
the Investor, except under certain conditions set forth in the SEPA. Additionally, while any amount remains outstanding under a Promissory
Note, the Investor may, in its sole discretion, deliver a notice requiring the Company to issue and sell Common Stock to the Investor
in an amount up to, but not exceeding, the outstanding balance of the Promissory Notes. The purchase price for shares issued pursuant
to any such Investor notice will equal the lower of (i) $4.017 per share, subject to adjustment as provided in the applicable Promissory
Note (the “Fixed Price”), and (ii) 92% of the lowest daily VWAP during the five consecutive trading days immediately preceding
the applicable Investor notice (the “Variable Price”), subject to the contractual floor price described in the SEPA and the
Promissory Notes. The purchase price for shares issued pursuant to an Investor notice will be paid by offsetting an equal amount outstanding
under the Promissory Notes (first toward accrued and unpaid interest thereunder, if any, and then toward the principal).
The
“Floor Price” applicable to the Variable Price will initially equal the lower of (i) $1.00 per share and (ii) 20% of the
VWAP of the Common Stock immediately prior to the effectiveness of the initial registration statement. For purposes of estimating the
maximum number of shares issuable under the transaction documents, assuming a Floor Price of $0.25 per share, up to 200,450,000 shares
of Common Stock may be issued in the aggregate, consisting of up to 200,000,000 shares under the $50.0 million Commitment Amount and
the 450,000 Commitment Shares (as defined below). The Floor Price is subject to downward adjustment following the second pre-paid advance
closing and may be further reduced by the Company by irrevocable written notice to the holder, in which case the actual number of shares
issuable could be greater.
The
Investor will not be required to purchase shares, and will not purchase shares, to the extent such purchase would cause the Investor
and its affiliates to beneficially own more than 4.99% of the Company’s outstanding voting power or number of shares of Common
Stock. The Investor may, in its sole discretion, waive this limitation or increase it to up to 9.99% upon not less than 65 days’
prior notice to the Company. In addition, unless stockholder approval is obtained, the Company may not issue shares under the SEPA in
excess of 19.99% of the shares of Common Stock outstanding as of the effective date of the SEPA, reduced on a share-for-share basis by
shares issued or issuable in transactions required to be aggregated with the SEPA under the rules of The Nasdaq Stock Market LLC (the
“Exchange Cap”). The Company has agreed to seek stockholder approval for issuances in excess of the Exchange Cap to the extent
required by Nasdaq rules.
The
issuance and sale of a substantial number of shares of Common Stock under the SEPA, or the perception that such issuances and sales may
occur, could cause the market price of the Common Stock to decline or become more volatile.
As previously
reported, on August 17, 2026, the Company entered into agreements (“Inducement Agreements”) with two holders of certain existing
warrants to purchase shares of Common Stock. Pursuant to the Inducement Agreements, the Company was restricted from entering into any
agreement to issue shares of Common Stock during certain periods of time, which would have prohibited the Company from entering into
the SEPA and related documents. Accordingly, to allow the Company to enter into the SEPA and related documents, the Company obtained
a waiver from the holders with respect to the foregoing restrictions contained in the Inducement Agreements.
Unless
earlier terminated in accordance with its terms, the SEPA will terminate on the earliest of (i) the first day of the month following
the 24-month anniversary of its effective date, subject to extension while a Promissory Note remains outstanding, and (ii) the date on
which the Investor has purchased shares equal to the Commitment Amount. Subject to specified conditions, the Company may terminate the
SEPA upon five trading days’ prior notice, and the parties may terminate it at any time by mutual written consent.
Pre-Paid
Advances and Convertible Promissory Notes
The
SEPA provides for two pre-paid advances to the Company in an aggregate principal amount of up to $3.88 million, evidenced by convertible
promissory notes in substantially the same form (each, a “Promissory Note” and collectively, the “Promissory Notes”).
The first pre-paid advance, in a principal amount of $2.22 million, was funded on September 17, 2026. The second pre-paid advance, in
a principal amount of $1.66 million, is to be funded following the later of (i) the effectiveness of the initial registration statement
described below and (ii) the Company’s receipt of stockholder approval to issue shares in excess of the Exchange Cap, subject to
satisfaction or waiver of the applicable closing conditions. Each pre-paid advance will be funded net of a 10% original issue discount;
accordingly, the aggregate cash purchase price for the Promissory Notes, before fees and expenses, will be approximately $3.492 million
if both pre-paid advances are funded.
The
Promissory Notes will mature on September 17, 2027, subject to extension at the option of the holder, and will bear interest at a rate
of 0% per annum, which rate will increase to 18% per annum upon the occurrence and during the continuance of an event of default (as
set forth in the Promissory Notes). Each holder may convert all or any portion of the outstanding balance of its Promissory Note into
Common Stock at a conversion price equal to the lower of the Fixed Price and the Variable Price, subject to the applicable floor price,
beneficial ownership limitation and Exchange Cap. The Fixed Price is subject to a downward reset on the twentieth trading day after issuance
of the Promissory Note issued in connection with the first pre-paid advance based on the average VWAP for the three immediately preceding
trading days, as well as customary adjustments and anti-dilution protection. The Variable Price floor is subject to downward adjustment
following the second pre-paid advance closing, and the Company may further reduce the floor price by irrevocable written notice to the
holder.
Upon
the occurrence of specified amortization events, the Company will be required to make monthly payments of principal in an aggregate amount
of $1.25 million among the Promissory Notes (or the remaining outstanding principal, if less), together with a 5% payment premium and
any accrued and unpaid interest, subject to the terms of the Promissory Notes. The Company may voluntarily prepay a Promissory Note when
the VWAP of the Common Stock is below the Fixed Price upon 10 trading days’ prior notice and payment of a 6% prepayment premium,
during which notice period the holder may elect to convert all or any portion of the Promissory Note. The Promissory Notes contain customary
events of default and related remedies.
Commitment
Shares and Registration Rights Agreement
As
consideration for the Investor’s commitment under the SEPA, the Company issued 450,000 shares of Common Stock to the Investor on
September 17, 2026 (the “Commitment Shares”). The Company also has paid a $40,000 structuring fee in connection with the
transaction.
Concurrently
with the execution of the SEPA, the Company and the Investor entered into a Registration Rights Agreement (the “Registration Rights
Agreement”). Pursuant to the Registration Rights Agreement, the Company is required to file an initial registration statement covering
the resale by the Investor of the registrable securities (as defined therein) issued or issuable under the SEPA and the Promissory Notes
no later than the 21st calendar day following the date of the Registration Rights Agreement. The Company is required to use its best
efforts to cause the registration statement to be declared effective no later than the 60th calendar day following its initial filing,
subject to acceleration if the Securities and Exchange Commission notifies the Company that the registration statement will not be reviewed
or is no longer subject to further review and comments.
The
SEPA, the Registration Rights Agreement and the Promissory Notes contain customary representations, warranties, conditions and covenants
of the parties. The actual amount of proceeds that the Company may receive under the SEPA cannot be determined at this time and will
depend on, among other factors, the extent to which the Company elects to sell shares under the SEPA, market conditions, the satisfaction
of the applicable conditions and the number and price of shares sold. There can be no assurance that the Company will receive the full
Commitment Amount.
The
foregoing descriptions of the transaction documents do not purport to be complete and are qualified in their entirety by reference to
the full text of the transaction documents, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor
shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
On
September 18, 2026, the Company issued a press release announcing its entry into the SEPA and the other transactions described
in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under the heading “Pre-Paid Advances and Convertible Promissory Notes” in Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information regarding unregistered sales of securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein
by reference. The Investor represented to the Company that it is an “accredited investor,” as defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”). The Commitment Shares, the Promissory Notes and the
shares of Common Stock issued or issuable pursuant to the SEPA or upon conversion of the Promissory Notes are being offered and sold
in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Such securities have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| |
Exhibit
No. |
|
Description |
| |
10.1 |
|
Standby Equity Purchase Agreement, dated September 17, 2026, by and between AMC Robotics Corporation and Ayame Asset Holdings LLC. |
| |
10.2 |
|
Registration Rights Agreement, dated September 17, 2026, by and between AMC Robotics Corporation and Ayame Asset Holdings LLC. |
| |
10.3 |
|
Form of Convertible Promissory Note. |
| |
99.1 |
|
Press
Release, dated September 18, 2026. |
| |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| Dated:
September 18, 2026 |
AMC
ROBOTICS CORPORATION |
| |
|
| |
By: |
/s/
Min Ma |
| |
Name: |
Min Ma |
| |
Title: |
VP, Finance |
Exhibit
99.1
AMC
Robotics Enters into Standby Equity Purchase Agreement to Provide up to $50 Million of Funding to Accelerate Commissioning of Its Robotic
Manufacturing Facility
NEW
YORK – September 18, 2026 – AMC Robotics Corporation (Nasdaq: AMCI) (“AMC Robotics” or the “Company”),
an AI-driven robotics solutions provider, today announced it has entered into a $50 million standby equity purchase agreement (the “Agreement”).
In connection with the Agreement, an institutional investor (the “Investor”) loaned the Company $3.88 million in exchange
for convertible promissory notes (the “Notes”), to be funded in two tranches, subject to certain conditions. The net proceeds
received under the terms of the Agreement are expected to fund the buildout and production line commissioning of the Company’s
robotic manufacturing facility, targeted for completion by November 2026.
Pursuant
to the Agreement, the Company has the right, but not the obligation, to issue and sell up to $50 million in aggregate gross purchase
price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject
to certain conditions, including that a registration statement covering the resale of the Common Stock be filed and declared effective
by the Securities and Exchange Commission (“SEC”). The Company cannot draw on the funds available under the Agreement, and
the Common Stock may not be sold nor may offers to buy be accepted, prior to the time that the registration statement covering the resale
of the Common Stock is declared effective by the SEC.
This
press release shall not constitute an offer to sell or the 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.
The
Notes will mature one year after the issuance date and may be repaid by issuing shares to the Investor at the lower of (i) $4.017 per
share (the “Fixed Price”), or (ii) 92% of the lowest daily VWAP during the 5 consecutive trading days immediately preceding
the payment date or other date of determination. The Company, in its sole discretion, has the right to prepay the Investor in cash, in
whole or in part, any outstanding principal amount under the Notes prior to the Maturity Date, an amount equal to the amount being prepaid
plus a prepayment premium equal to 6% of the outstanding principal amount being prepaid. While any amount remains outstanding under the
Notes, Company-initiated advances are generally limited except if certain conditions are met under the Agreement, and the Investor may,
in its sole discretion, deliver a notice requiring the Company to issue and sell Common Stock to the Investor in an amount up to, but
not exceeding, the outstanding balance of the Notes. The Notes contain standard and customary terms and conditions for transactions of
similar nature.
Sean
Da, AMC Robotics’ Chief Executive Officer, stated, “The standby equity purchase agreement gives AMCI additional means and
flexibility to raise capital on company-friendly terms, and represents an attractive cost of capital. Additionally, we expect that the
advance through the issuance of the Notes will allow us to start production at our robotic manufacturing facility ahead of our original
schedule. We now believe we are well-situated to raise capital in a cost-effective and accretive manner to penetrate the warehouse and
industrial robotics market.”
For
additional information about the transactions described in this press release, see the Company’s Current Report on Form 8-K, which
will be filed promptly following the issuance of this press release and which can be obtained, without charge, at the Securities and
Exchange Commission’s internet site (http://www.sec.gov).
About
AMC Robotics Corporation
AMC
Robotics (Nasdaq: AMCI) is an AI-driven robotics company focused on developing intelligent, scalable hardware and software solutions.
The Company’s quadruped robotic platform, Kyro™, enables industries to automate inspection, security, and operational tasks
through autonomous mobility and AI-powered perception and its warehouse logistics sorting robot, NovaArm™ is designed to enhance
operational efficiency, improve sorting accuracy, and reduce labor costs for warehouses and distribution centers, addressing the accelerating
demand for automation across the U.S. logistics sector.
For
more information, please visit www.amcx.ai.
Investors
and Media Contact
Susan
Xu
Alliance
Advisors IR
E:
AMCRoboticsIR@allianceadvisors.com
Cautionary
Note Regarding Forward Looking Statements
This
press release may contain statements that constitute “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include information concerning the Company’s possible or assumed future results
of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, and the
effects of regulation. These forward-looking statements are based on the Company’s management’s current expectations, projections,
and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements.
These
forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown
risks, uncertainties, assumptions, and other important factors, many of which are outside of the Company’s control, that could
cause actual results to differ materially from the results discussed in the forward-looking statements, including statements regarding
the management’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the anticipated use of proceeds
received under the terms of the Agreement . These risks, uncertainties, assumptions, and other important factors include, but are not
limited to: (a) challenges in opening operations in new jurisdictions, including but not limited to compliance with local ordinances,
obtaining any necessary permits and regulatory oversight; (b) the ability to recognize the anticipated benefits of the new operations;
(c) the outcome of any legal proceedings that may be instituted against the Company; (d) the ability to continue to meet the applicable
stock exchange listing standards; (e) the ability to recognize the anticipated benefits of the transaction with AlphaVest, which may
be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (f) changes in applicable laws or regulations, including legal
or regulatory developments (including, without limitation, accounting considerations); (g) the possibility that AMC Robotics may be adversely
affected by other economic, business, and/or competitive factors; (h) AMC Robotics’ estimates of expenses and profitability; (i)
AMC Robotics’ ability to satisfy the conditions precedent to the use of the funds available under the terms of the Agreement on
a timely basis, if at all; (j) buildout and production line commissioning of the Company’s robotic manufacturing facility and the
corresponding target completion date; and (k) other risks and uncertainties indicated under “Risk Factors” contained in AMC
Robotics’ Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed or to be filed with the SEC
by AMC Robotics. Copies are available on the SEC’s website, www.sec.gov. You are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made.
The
Company assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.
