VenHub Global, Inc. SEC Filings

VenHub Global, Inc. has registered for resale up to 6,170,000 shares of common stock, consisting of 5,470,000 already outstanding shares and 700,000 shares issuable to a financial advisor under a fixed share-issuance schedule tied to the effectiveness of this registration statement. All shares are being sold by existing selling stockholders, and the company will not receive any proceeds from these sales. VenHub develops fully autonomous, AI-driven robotic smart stores and is still in early commercialization, with an accumulated deficit of approximately $98.78 million and auditor-reported substantial doubt about its ability to continue as a going concern. As of this prospectus, 90,392,857 common shares are outstanding, and the founder/CEO and his spouse control roughly 83% of the voting power through common and Series C preferred stock, making VenHub a Nasdaq-defined “controlled company.” Stockholders have approved increasing authorized common shares from 100,000,000 to 300,000,000, and recent Nasdaq bid-price issues were cured, though the company remains dependent on additional external financing.

VenHub Global, Inc. is informing stockholders that holders controlling 87.02% of voting power executed written consent on June 16, 2026 approving three corporate actions: adoption of the VenHub Global, Inc. 2026 Equity Incentive Plan, reservation/issuance of shares under that Plan and a Form S-8 filing, and an increase in authorized common stock from 100,000,000 to 300,000,000 shares. The Certificate of Amendment is to be filed after the 20th calendar day following mailing.

The Plan initially reserves 10,000,000 shares for awards; certain executives have contractual annual fully vested grants of 1,000,000 (CEO) and 750,000 (President) shares. There were 91,227,857 shares outstanding as of the record date. The information statement states the increase in authorized shares does not itself change outstanding shares but notes possible future dilution if additional shares are issued.

VenHub Global, Inc. is registering 6,170,000 shares of common stock for resale by existing stockholders, including 5,470,000 already issued shares and 700,000 shares to be issued under a service agreement. The company itself is not selling shares and will receive no proceeds from these resales.

VenHub develops fully autonomous, AI‑driven robotic retail “Smart Store” units, aiming for one‑time deployment revenue plus recurring SaaS and maintenance fees. The business remains early-stage and unprofitable, with an accumulated deficit of about $98.78 million and a net loss of about $62.4 million in 2025, and auditors have raised substantial doubt about its ability to continue as a going concern.

VenHub recently raised about $18.865 million in a February 2026 private placement and reported cash of roughly $5.8 million as of March 31, 2026, but expects to need additional external funding. As of this prospectus, 90,392,857 common shares are outstanding, and the CEO and his spouse control roughly 83% of voting power through common and super‑voting preferred stock, making VenHub a Nasdaq “controlled company.”

VenHub Global, Inc. has filed a resale registration statement covering up to 6,170,000 shares of common stock for existing selling stockholders, including 5,470,000 shares already issued for services and 700,000 shares to be issued under an agreement with Revere Securities. The company itself is not selling shares and will not receive proceeds from these resales, though it may receive cash if outstanding warrants are exercised. As of this prospectus, 90,392,857 shares of common stock are issued and outstanding. VenHub operates fully autonomous, AI‑driven robotic smart stores and aims to build both one‑time deployment and recurring SaaS and maintenance revenue. The business remains early stage, with an accumulated deficit of about $98.78 million and recent net losses of about $62.4 million for 2025 and $9.4 million for 2024, and auditors have raised substantial doubt about its ability to continue as a going concern. The company raised $18.865 million in February 2026 and had cash of about $5.8 million as of March 31, 2026. VenHub is listed on Nasdaq as “VHUB,” is a “controlled company” with roughly 83% voting power held by its CEO and his spouse, and qualifies as both an emerging growth company and a smaller reporting company, allowing reduced disclosure requirements.

VenHub Global, Inc. is sending an Information Statement to report that holders controlling 82.74% of voting power provided written consent on June 16, 2026 to three corporate actions: (1) adoption of the 2026 Equity Incentive Plan with a 10,000,000-share reserve; (2) approval to file a Form S-8 to register plan shares; and (3) an amendment to increase authorized common shares from 100,000,000 to 300,000,000. The Certificate of Amendment and the Plan are attached as exhibits. The amendment will become effective after the 20-calendar-day mailing period and filing with the Nevada Secretary of State. The statement discloses executive employment terms including annual fully vested equity grants of 1,000,000 shares to the CEO and 750,000 shares to the President, related-party promissory notes to the CEO totaling $2,100,000 as of March 31, 2026, and current common shares issued and outstanding of 90,392,857.

VenHub Global, Inc. reported unregistered sales of equity under several private agreements. On June 9, 2026, the company agreed to issue an aggregate 10,670,000 shares of common stock to five independent contractors under separate service agreements.

VenHub Global will also issue 700,000 shares of common stock to a third party as part of a settlement agreement. All shares are being issued as restricted securities in reliance on registration exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, with no general solicitation or advertising used.

VenHub Global, Inc. reported that it has regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq’s Listing Qualifications Department notified the company that its common stock closed at $1.00 per share or greater for the last 10 consecutive business days, from May 7, 2026 to May 20, 2026. As a result, the company now meets Nasdaq Listing Rule 5450(a)(1), and Nasdaq has closed this matter.

VenHub Global, Inc. ownership update: Alyeska Investment Group and related parties report beneficial ownership of 8,479,398 shares of Common Stock, representing 9.99% of the class. The position includes 7,700,000 private placement shares and warrants exercisable for up to 779,398 warrant shares after a 9.99% beneficial ownership limitation.

The disclosure cites 84,878,857 shares outstanding per a Form S-1 dated March 24, 2026 and describes shared voting and dispositive power exercised through Alyeska entities and Anand Parekh.

VenHub Global, Inc. is an early-stage autonomous retail company that reported very limited revenue and heavy losses for the quarter ended March 31, 2026. Revenue was $67,836, all from product sales in company-owned stores, compared with $500,000 a year earlier, when two Smart Stores were sold.

The company posted a net loss of $16,609,210, driven largely by $11,217,349 of interest expense and fair value changes on financing, and used $7,512,685 of cash in operating activities. Despite this, cash and cash equivalents rose to $5,796,468 after raising $18,865,000 in a private placement of 7,700,000 shares and matching warrants, repaying $4,000,000 of convertible notes, and paying off a promissory note.

Total liabilities fell from $13,943,270 to $8,161,682, and stockholders’ equity improved from a deficit of $(10,319,308) to positive $3,341,447, reflecting significant new equity, including warrant issuance and shares granted for note extensions and services. Shares outstanding increased to 85,057,857 from 75,024,356 at year-end, indicating substantial dilution.

Management discloses “substantial doubt” about VenHub’s ability to continue as a going concern, citing recurring losses and negative operating cash flow, and states the business depends on fulfilling Smart Store preorders and securing additional equity and debt financing. On April 30, 2026, Nasdaq notified the company that its share price no longer meets the $1.00 minimum bid requirement, giving VenHub until October 27, 2026 to regain compliance.