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0001972234
0001972234
2026-06-09
2026-06-09
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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): June 9, 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
3.02 Unregistered Sales of Equity Securities.
In connection with five separate service agreements that the Company
entered into on June 9, 2026, with five independent contractors as described below, the Company will issue an aggregate of 10,670,000
shares of common stock, as follows:
| |
● |
The Company entered into a service agreement pursuant to which the service provider will provide EU and Mediterranean Production, Logistics, and Operations Expansion consulting services for a one-year term. As compensation, the Company will issue 2,250,000 shares of common stock to that service provider. |
| |
● |
The Company entered into a service agreement with a service provider pursuant to which the service provider will provide Design, Architecture & Engineering consulting services for a one-year term. As compensation, the Company will issue 2,500,000 shares of common stock to that consultant. |
| |
● |
The Company entered into a service agreement with a consultant pursuant to which the service provider will provide EU Market Expansion & Strategic Partnerships consulting services for a one-year term. As compensation, the Company will issue 2,000,000 shares of common stock to that service provider. |
| |
● |
The Company entered into a service agreement with a consultant pursuant to which the service provider will provide Education Sector Marketing & Business Development consulting services for a one-year term. As compensation, the Company will issue 2,000,000 shares of common stock to that service provider. |
| |
● |
The Company entered into a service agreement with a consultant pursuant to which the service provider will provide Global Payments & Payment Processing Solutions consulting services for a one-year term. As compensation, the Company will issue 1,920,000 shares of common stock to that service provider. |
In addition, the Company will issue additional 700,000 shares of common
stock to a third party as part of a settlement agreement between the Company and the third party.
The
shares described above were or will be issued as restricted securities in reliance on the exemption from registration under the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated thereunder. No general solicitation or advertising was used in connection with any of the foregoing issuances.
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:
June 9, 2026 |
By: |
/s/
Shahan Ohanessian |
| |
Name:
|
Shahan
Ohanessian |
| |
Title: |
Chief
Executive Officer |