[S-8] Serve Robotics Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Serve Robotics has filed a Form S-8 registration statement to register an additional 2,280,000 shares of common stock under its 2023 Equity Incentive Plan. This filing represents the company's fourth S-8 registration, following previous registrations in February, July, and October 2024.

Key details about the company:

• Classified as a non-accelerated filer, smaller reporting company, and emerging growth company
• Headquartered in Redwood City, California
• Led by CEO Ali Kashani, who also serves as Chairman
• Management team includes Touraj Parang (President/COO) and Brian Read (CFO)

The filing incorporates amendments to the 2023 Equity Incentive Plan made in July 2024 and June 2025. The company has elected to maintain its emerging growth company status and has retained Orrick, Herrington & Sutcliffe LLP as legal counsel. This equity compensation plan expansion suggests continued focus on employee retention and attraction through stock-based incentives.

Positive

• Company is registering an additional 2,280,000 shares under its 2023 Equity Incentive Plan, indicating expansion of employee compensation and retention capabilities

Negative

• None.

As filed with the Securities and Exchange Commission on June 20, 2025

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SERVE ROBOTICS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-3844872
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

730 Broadway

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

Serve Robotics Inc. 2023 Equity Incentive Plan

(Full Title of the Plans)

Ali Kashani

Chief Executive Officer

730 Broadway

Redwood City, California 94063

(Name and Address of Agent for Service)

(818) 860-1352

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

Albert W. Vanderlaan, Esq.

Orrick Herrington & Sutcliffe LLP

222 Berkeley Street

Suite 2000

Boston, MA 02116

(617) 880-1800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Serve Robotics Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 2,280,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), under the Serve Robotics Inc. 2023 Equity Incentive Plan, as amended by the Amendment to the Serve Robotics Inc. 2023 Equity Incentive Plan, dated July 22, 2024, and the Amendment to the Serve Robotics Inc. 2023 Equity Incentive Plan, dated June 12, 2025 (as amended, the “Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s (i) registration statement on Form S-8 (File No. 333-277549) filed with the Commission on February 29, 2024, (ii) registration statement on Form S-8 (File No. 333-281083) filed with the Commission on July 29, 2024 and (iii) registration statement on Form S-8 (File No. 333-282562) filed with the Commission on October 9, 2024.

PART II

Information Required in the Registration Statement

Item 8. Exhibits.

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

5.1

Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.

X

23.1

Consent of dbbmckennon, independent registered public accounting firm.

X

23.2

Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1).

X

24.1

Power of Attorney (included in the signature pages hereto).

X

99.1

Serve Robotics Inc. 2023 Equity Incentive Plan and form of award agreements.

10-K

000-56237

10.29

February 29, 2024

99.2

Amendment to Serve Robotics Inc.'s 2023 Equity Incentive Plan.

DEF14A

001-42023

Appendix B

June 7, 2024

99.3

Amendment to Serve Robotics Inc.’s 2023 Equity Incentive Plan.

DEF14A

001-42023

Appendix B

April 25, 2025

107.1

Filing Fee Table.

X

II-1 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California on June 20, 2025.

	Serve Robotics Inc.
	By:	/s/ Ali Kashani
		Ali Kashani
		Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of the Registrant, hereby severally constitute and appoint Ali Kashani, Touraj Parang, Evan Dunn and Jongmin Char as our true and lawful attorneys, with full power to them to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, and any and all amendments (including post-effective amendments) to said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of attorney. This power of attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated:

Signature		Title		Date
/s/ Ali Kashani		Chief Executive Officer and Chairman of the Board of Directors		June 20, 2025
Ali Kashani		(principal executive officer)
/s/ Touraj Parang		President and Chief Operating Officer and Director		June 20, 2025
Touraj Parang
/s/ Brian Read		Chief Financial Officer		June 20, 2025
Brian Read		(principal financial and accounting officer)
/s/ Lily Sarafan		Director		June 20, 2025
Lily Sarafan
/s/ Sarfraz Maredia		Director		June 20, 2025
Sarfraz Maredia
/s/ David Goldberg		Director		June 20, 2025
David Goldberg
/s/ Olivier Vincent		Director		June 20, 2025
Olivier Vincent

II-2

FAQ

How many additional shares is SERV registering in its June 2025 S-8 filing?

SERV is registering an additional 2,280,000 shares of Common Stock (par value $0.0001 per share) under its 2023 Equity Incentive Plan through this S-8 filing.

Who is the CEO of Serve Robotics (SERV) as of June 2025?

Ali Kashani serves as the Chief Executive Officer and Chairman of the Board of Directors of Serve Robotics Inc. (SERV) as of June 2025.

What is SERV's company classification according to the June 2025 S-8?

According to the filing, SERV is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.

How many S-8 registration statements has SERV filed prior to June 2025?

SERV has filed three prior S-8 registration statements: File No. 333-277549 on February 29, 2024, File No. 333-281083 on July 29, 2024, and File No. 333-282562 on October 9, 2024.

When was SERV's 2023 Equity Incentive Plan last amended?

The 2023 Equity Incentive Plan was most recently amended on June 12, 2025, following previous amendments on July 22, 2024.