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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):
February 17, 2026
Serve Robotics Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-42023 |
|
85-3844872 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
730 Broadway
Redwood City, CA |
|
94063 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (818) 860-1352
Not Applicable
(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, $0.0001 par value per share |
|
SERV |
|
The Nasdaq Capital Market |
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 2.01. Completion of Acquisition or Disposition of Assets.
On February 5, 2026, Serve Robotics Inc., a Delaware corporation (the
“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Serve
Kitchen Robotics Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), Vebu, Inc.
(“Vebu”) and James Buckly Jordan, an individual, solely in his capacity as the representative of the Indemnifying Securityholders.
Pursuant to the Merger Agreement, on February 17, 2026, Merger Sub merged with and into Vebu, with Vebu continuing as the surviving corporation
and wholly owned subsidiary of the Company (the “Transaction”). On February 17, 2026, the Company closed the transactions
contemplated by the Merger Agreement (the “Closing”). Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Merger Agreement.
Pursuant to the terms of the Merger Agreement and subject to the satisfaction
or waiver of certain conditions set forth in the Merger Agreement, the aggregate consideration payable by the Company to the stockholders
of Vebu (the “Vebu Stockholders”) at the Closing consisted of a number of the
Company’s common stock, par value $0.0001 per share (“Common Stock”) with an aggregate value of $3.75 million, subject
to a net debt adjustment, net working capital adjustment and such other adjustments as set forth in the Merger Agreement. In addition,
Vebu Stockholders may receive future earnout consideration consisting of a number of shares of Common Stock equal to 33% of the Net Proceeds
generated during the Earnout Period (the “Earnout Consideration”) divided by the volume-weighted average price of Common Stock
over the Earnout Period.
At the Closing, (i) each outstanding share of Vebu common stock (other
than any Dissenting Shares) was automatically cancelled and converted into the right to receive such holder’s pro rata percentage
of the Earnout Consideration, if any, and subject to any applicable withholding taxes; (ii) each outstanding share of Vebu preferred stock
(other than any Dissenting Shares) was automatically cancelled and converted into the right to receive a number of shares of Common Stock,
consisting of (A) such holder’s per share preferred stock consideration as set forth in the Merger Agreement, (B) the right to receive
such holder’s pro rata percentage of any shares of Common Stock released from escrow, and (C) the right to receive such holder’s
pro rata percentage of the Earnout Consideration, if any, and subject to any applicable withholding taxes; (iii) each New Restricted Stock
Unit held by a Continuing Employee that is unexpired and outstanding immediately prior to the Effective Time was assumed and converted
by the Company into a Company RSU covering the same number of shares of Common Stock (pursuant to a 1:1 exchange ratio), with substantially
identical terms and conditions as applied to the corresponding Vebu RSU immediately prior to the Closing, except as modified by the Merger
Agreement; and (iv) all Vebu Options and Vebu Warrants were automatically cancelled for no consideration.
At the Closing, the Company issued 118,128 shares of Common Stock to
the stockholders of Vebu (calculated using $12.7913 per share, which was the volume-weighted average price for shares of Common Stock
for the 30 trading day period ending on the trading day immediately preceding the date of the signing of the Merger Agreement), which
was the number of shares of Common Stock issuable following a net debt adjustment (as described below), net working capital adjustment
and such other adjustments as set forth in the Merger Agreement. Furthermore, additional shares of Common Stock may be issued in the future
as earnout consideration, contingent upon the achievement of certain earnout milestones as set forth in the Merger Agreement. In accordance
with the terms of the Merger Agreement, the Company also paid Vebu $2,258,369.77 in cash for the net debt adjustment, which reduced the
aggregate stock consideration payable to Vebu Stockholders on a dollar-for-dollar basis. The Company also assumed 500,000 New Restricted
Stock Units held by Continuing Employees.
The shares of Common Stock issued as consideration in the Transaction
were offered and sold in private placements that are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”).
The Merger Agreement contains customary representations, warranties,
covenants, and indemnification obligations of the parties thereto. The parties to the Merger Agreement also agreed to various customary
covenants and agreements, including, among others, for Vebu to conduct, subject to certain exceptions, its business in the ordinary course
consistent with past practice during the period between the execution of the Merger Agreement and the Closing.
The foregoing description of the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of Merger Agreement, a copy of which is filed as Exhibit
2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference. The Merger Agreement has been
filed to provide investors and security holders with information regarding its terms. The Merger Agreement is not intended to provide
any other factual or financial information about the Company, Vebu or their respective subsidiaries and affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for purposes of that Merger Agreement and as of specific dates;
were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures, and may have been made for the purposes of allocating contractual risk between the parties
to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants,
or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Vebu or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change
after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Forward-Looking Statements
This Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements in this Report that do not relate to matters of historical fact should be considered forward-looking
statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,”
“anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,”
“project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements,
though not all forward-looking statements use these words or expressions. These statements are subject to known or unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in such statements such as those described under
the heading “Risk Factors” in the Company’s filings with the SEC, including the Company’s most recent Annual Report
on Form 10-K. All forward-looking statements are based on management’s current estimates, projections, and assumptions, and the
Company undertakes no obligation to correct or update any such statements, whether as a result of new information, future developments,
or otherwise, except to the extent required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements, if required, will be filed no later than
71 calendar days after the date by which this Report is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial statements, if required, will be filed no later
than 71 calendar days after the date by which this Report is required to be filed.
(d) Exhibits
| Exhibit Number |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger by and among Serve Robotics Inc., Serve Kitchen Robotics Inc., Vebu, Inc. and James Buckly Jordan, dated February 5, 2026. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| * | Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits
to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
SERVE ROBOTICS INC. |
| |
|
| Dated: February 20, 2026 |
/s/ Brian Read |
| |
Brian Read |
| |
Chief Financial Officer |
