Serve Robotics Secures New Funding, Issues Unregistered Equity

TL;DR

**Serve Robotics just raised capital through a new agreement and unregistered stock sales.**

AI Summary

Serve Robotics Inc. /DE/ entered into a material definitive agreement on December 27, 2023, involving the creation of a direct financial obligation and unregistered sales of equity securities. This filing indicates the company is raising capital, likely to fund operations or expansion, which could dilute existing shareholders if new shares are issued, but also provides necessary capital for growth. Investors should note the company's address is 730 Broadway, Redwood City, CA, and its phone number is 818-860-1352.

Why It Matters

This filing signals Serve Robotics is actively raising capital, which is crucial for a growing company but could lead to dilution for current shareholders if new equity is issued.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity securities can lead to dilution for existing shareholders, though the capital raised is essential for company operations.

Analyst Insight

A smart investor would investigate the details of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the terms, potential dilution, and the use of proceeds, as these details are not provided in this summary 8-K.

Key Players & Entities

• Serve Robotics Inc. /DE/ (company) — the registrant filing the 8-K
• December 27, 2023 (date) — date of the earliest event reported in the 8-K
• 730 Broadway, Redwood City, CA (address) — business address of Serve Robotics Inc. /DE/
• 818-860-1352 (phone_number) — business phone number of Serve Robotics Inc. /DE/

FAQ

Key Financial Figures

• $200,000 — the aggregate principal amount of up to $200,000. Pursuant to the Kashani Note, the loan
• $6,500,000 — he Board approved the issuance of up to $6,500,000 of convertible promissory notes (each,
• $3,000,000 b — rrowed an aggregate principal amount of $3,000,000 by issuing Notes to certain accredited in
• $0.0001 — s shares of its common stock, par value $0.0001 per share ("Common Stock"), to investor
• $30,000,000 — roceeds to the Company of not less than $30,000,000 (excluding the conversion of the Notes
• $80,000,000 b — i) the quotient resulting from dividing $80,000,000 by the number of outstanding shares of Co

Filing Documents

• ea190928-8k_serverobo.htm (8-K) — 35KB
• ea190928ex4-1_serve.htm (EX-4.1) — 53KB
• ea190928ex4-2_serve.htm (EX-4.2) — 84KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-000500.txt ( ) — 379KB
• tgan-20231227.xsd (EX-101.SCH) — 3KB
• tgan-20231227_lab.xml (EX-101.LAB) — 33KB
• tgan-20231227_pre.xml (EX-101.PRE) — 22KB
• ea190928-8k_serverobo_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 27, 2023, Serve Operating Co., a wholly-owned subsidiary of Serve Robotics Inc., a Delaware corporation (the "Company"), issued a Secured Subordinated Promissory Note (the "Kashani Note") to Ali Kashani, a holder of greater than 5% of the Company's capital stock who serves as Chief Executive Officer and is a member of the Company's Board of Directors (the "Board"), in exchange for a loan with the aggregate principal amount of up to $200,000. Pursuant to the Kashani Note, the loan accrues interest on the unpaid principal amount at a rate of 7.67% per annum, computed as simple interest. The Company repaid the Kashani Note upon the issuance of the convertible promissory notes described below. A copy of the Form of Secured Subordinated Promissory Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Kashani Note is qualified in its entirety by reference to such exhibit. On December 29, 2023, the Board approved the issuance of up to $6,500,000 of convertible promissory notes (each, a "Note" and collectively, the "Notes" and the transactions contemplated by the Notes, the "Transaction"). At an initial closing on January 2, 2024, the Company borrowed an aggregate principal amount of $3,000,000 by issuing Notes to certain accredited investors (the "Purchasers") as part of the Transaction. The Transaction is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. The Company intends to use the proceeds from the sale of the Notes for working capital and general corporate purposes. The Notes bear interest at a rate of 6.00% per year, compounded annually, and are due and payable upon request by each Purchaser on or after the 12-month anniversary of the original issuance date of each

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01 Financial

Item 9.01 Financial (d) List of Exhibits. Exhibit Number Description 4.1 Form of Secured Subordinated Promissory Note 4.2 Form of Convertible Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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. Serve Robotics Inc. Dated: January 3, 2024 /s/ Ali Kashani Ali Kashani Chief Executive Officer and Director 4

View Full Filing

View this 8-K filing on SEC EDGAR