VenHub Global (VHUB) updates S-1 terms and discloses CEO bankruptcy history

Rhea-AI Filing Summary

VenHub Global, Inc. filed an update to clarify earlier disclosures tied to its Nasdaq direct listing and executive background. The company explains that prior materials described Revere Securities, LLC’s compensation as 1,000,000 shares of restricted common stock, but the signed June 23, 2025 agreement actually provides for an amount payable in shares calculated from the direct listing price per share, with a later invoice reflecting only an estimated share quantity.

The company also adds executive background details. It had disclosed the 2019 Chapter 11 case of Scoobeez, Inc., an entity majority controlled by CEO and director Shahan Ohanessian and Chairwoman Shoushana Ohanessian, and now notes that Mr. Ohanessian also filed for personal Chapter 11 bankruptcy in 2020 in the Central District of California. Both bankruptcy cases have since been closed. VenHub states it intends to include this information in future Exchange Act reports and other filings.

Insights

Corporate governance and disclosure analyst

VenHub corrects offering-related details and expands CEO background disclosure.

VenHub Global, Inc. clarifies two areas of prior disclosure. First, it explains that Revere Securities, LLC’s compensation for the Nasdaq direct listing is based on a value converted into shares at the direct listing price, rather than a fixed 1,000,000-share grant previously described in the S-1 materials.

Second, the company supplements management background information by specifying that its CEO, Shahan Ohanessian, had a personal Chapter 11 bankruptcy case in 2020, in addition to the Scoobeez, Inc. Chapter 11 case already disclosed. Both matters are stated to be closed, and the company indicates it will carry this expanded disclosure forward into future Exchange Act reports.

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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

February 24, 2026

Date of Report (Date of earliest event reported)

VenHub Global, Inc.

(Exact name of Registrant as specified in its charter)

Nevada		001-43082		92-2083580
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

5360 Procyon St.

Las Vegas, NV 89118

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 585-4999

__________________________________________________________

(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		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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 8.01. Other Events

The purpose of this Current Report on Form 8-K is to clarify statements and omissions in the recent Form S-1, as amended, filed on October 3, 2025, and deemed effective on October 23, 2025, pursuant to Section 8(a) of the Securities Act of 1933 filed by VenHub Global, Inc, a Nevada corporation (the “Company”).

Specifically, on page 37, under the heading “Plan of Distribution; Terms of the Offering” and in the footnotes found on page 66, the Company stated that the compensation due to Revere Securities, LLC, the Company’s financial advisor for its direct listing onto Nasdaq, was 1,000,000 shares of restricted common stock. However, the signed agreement between the Company and Revere Securities, LLC, entered into on June 23,2025, states that the Company shall pay Revere Securities, LLC an amount payable in the equivalent number of shares based on the Direct Listing price per share.. Revere Securities, LLC subsequently delivered an invoice reflecting an estimated share quantity based on an assumed price per share.

Additionally, on pages 58 and 59, under the heading “Directors and Executive Offices” the Company identified the Chapter 11 bankruptcy filing in 2019 of Scoobeez, Inc., an entity majority controlled by Shahan and Shoushana Ohanessian, the Company’s CEO/Director and Chairwoman. However, the Company inadvertently omitted that Mr. Shahan Ohanessian also filed for personal bankruptcy in 2020. The respective case numbers were 2:19-bk-14989-WB, for Scoobeez, Inc. and 2:20-bk-12167-WB, for Mr. Ohanessian. Both Chapter 11 filings were filed in the Central District of California. Mr. Ohanessian’s bankruptcy was closed on January 28, 2022, and the Scoobeez, Inc. bankruptcy was closed on August 26, 2025.

The Company intends to include the foregoing disclosure, as applicable, in its future Exchange Act reports and other filings.

1

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.

Date: February 24, 2026

VENHUB GLOBAL, INC.

/s/ Shahan Ohanessian

Shahan Ohanessian

CEO

2

FAQ

What did VenHub Global (VHUB) clarify about Revere Securities’ compensation?

VenHub clarified that Revere Securities, LLC will be paid an amount convertible into shares based on the direct listing price per share, rather than a fixed 1,000,000 restricted common shares previously described in its S-1. An invoice later reflected only an estimated share quantity.

How did VenHub Global (VHUB) update its disclosure on executive bankruptcies?

VenHub added that CEO and director Shahan Ohanessian filed for personal Chapter 11 bankruptcy in 2020, in the Central District of California. This supplements the earlier disclosure of the 2019 Chapter 11 case for Scoobeez, Inc., which he and the chairwoman majority controlled.

Are the Scoobeez, Inc. and Shahan Ohanessian bankruptcy cases still active for VenHub (VHUB)?

Both Chapter 11 cases referenced are stated as closed. Mr. Ohanessian’s personal bankruptcy case closed on January 28, 2022, and the Scoobeez, Inc. Chapter 11 case closed on August 26, 2025, both in the Central District of California, according to the disclosure.

Why did VenHub Global (VHUB) issue this 8-K regarding its prior S-1 filing?

VenHub issued the 8-K to clarify statements and omissions in its October 2025 Form S-1 for the Nasdaq direct listing, specifically correcting how Revere Securities’ compensation was described and expanding management background information to include CEO Shahan Ohanessian’s 2020 personal Chapter 11 bankruptcy.

How will VenHub Global (VHUB) handle these clarified disclosures going forward?

VenHub states that it intends to include the clarified information about Revere Securities’ compensation and the additional bankruptcy background for CEO Shahan Ohanessian, where applicable, in its future Exchange Act reports and other regulatory filings to keep investors informed of these details.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB