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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 10, 2026
VenHub Global, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-43082 |
|
92-2083580 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
5360 Procyon St.
Las Vegas, NV 89118
(Address
of Principal Executive Offices and Zip Code)
(888)
585-4999
Registrant’s
Telephone Number, Including Area Code
(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 communication 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 |
|
VHUB |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On
February 10, 2026, VenHub Global, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to the investor, and the investor agreed
to purchase from the Company, in a private placement offering, an aggregate of (i) 7,700,000 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.45 per Share, and
(ii) warrants to purchase up to 7,700,000 shares of Common Stock (the “Common Warrants”), for aggregate gross proceeds under
the Purchase Agreement of $18,865,000. The Common Warrants have an exercise price of $2.45 per share. The offering closed on February
12, 2026, following satisfaction of customary closing conditions.
The
Common Warrants are exercisable immediately upon issuance and expire on February 12, 2031, if not fully exercised. The Common Warrants
are exercisable on a cashless basis in the event that, at the time of exercise, there is not an effective registration statement for
the resale of the shares underlying the Common Warrants. The Common Warrants may not be exercised to the extent such exercise would cause
the holder to beneficially own more than 9.99% of the Company’s issued and outstanding Common Stock. The exercise price of the
Common Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events and also upon any distributions of assets, including cash, stock or other property to the Company’s
stockholders.
Pursuant
to the Purchase Agreement, for a period commencing following the date of the Purchase Agreement, until 45 days after the effective date
of the Registration Statement (as defined below), neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Common Stock or common stock equivalents, or (ii) file any registration
statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement.
Further, for a period of 60 days following the effective date of the Registration Statement, the Company is also prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or common stock equivalents
(or a combination of units thereof) involving a Variable Rate Transaction, as defined in the Purchase Agreement.
Pursuant
to the Purchase Agreement, the Company will be required to file a resale registration statement (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) to register for resale of the Shares and the shares of Common Stock
underlying the Common Warrants. The Company agreed to file the Registration Statement as soon as practicable (and in any event within
30 calendar days of the Purchase Agreement), and to use commercially reasonable efforts to cause such Registration Statement to be declared
effective within 45 days after its filing, or 60 days in the event of a review by the SEC.
On
February 10, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement with A.G.P./Alliance
Global Partners (the “Placement Agent”). The Company agreed to pay the Placement Agent an aggregate cash fee equal to 6.5%
of the aggregate gross proceeds of the private placement offering and agreed to reimburse the placement agents for all reasonable out-of-pocket
expenses, not exceeding $50,000 in aggregate, as well as non-accountable expenses, not exceeding $25,000 in aggregate. The Company also
issued warrants (the “Agent’s Warrant”) to purchase up to 385,000 shares of Common Stock to the Placement Agent, at
an exercise price of $2.695 per share. The Agent’s Warrant may not be sold, transferred, assigned, pledged or hypothecated for
a period of 180 days following the initial exercise date, subject to limited exceptions for transfers to the Placement Agent or its bona
fide officers or partners. Other than that, the material terms of the Agent’s Warrant are identical as the Common Warrants.
The
Shares, Common Warrants and Agent’s Warrant (and the shares of Common Stock underlying the Common Warrants and Agent’s Warrant)
were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to an
exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506
of Regulation D promulgated under the Securities Act.
In
addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”)
pursuant to which they agreed not to offer, pledge, announce the intention to sell, sell, contract to sell, grant any option or right
to purchase, or otherwise transfer or dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable
for shares of Common Stock for a period of 45 days following the effective date of the Registration Statement, subject to certain customary
exceptions.
The
foregoing descriptions of the Purchase Agreement, Common Warrants, the Placement Agency Agreement, the Agent’s Warrant and the
Lock-Up Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of
such documents which are attached as exhibits to this Form 8-K, and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item
8.01 Other Events
On
February 11, 2026, the Company issued a press release to announce the private placement offering described above in Item 1.01. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Common Warrant |
| 4.2 |
|
Form of Agent’s Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement |
| 10.3 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release from VenHub Global, Inc., dated February 11, 2026 |
| 104 |
|
Cover Page Interactive Data
File (embedded within the inline XBRL document). |
SIGNATURES
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.
| |
VENHUb GLOBAL,
Inc. |
| |
|
|
| Date: February 12, 2026 |
By: |
/s/ Shahan
Ohanessian |
| |
Name: |
Shahan Ohanessian |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
VenHub Announces Pricing of $18.9 Million Private
Placement with a New Fundamental Institutional Investor
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
