UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 27, 2024 (the “Signing Date”), Serve Robotics Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain accredited and institutional investor for a private placement offering (“Private Placement”) of pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants exercisable for shares of Common Stock (the “Common Warrants”). Pursuant to the Purchase Agreement, the Company sold 555,555 Pre-Funded Warrants, with each Pre-Funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 555,555 shares of Common Stock. Each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $8.9999.
The Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.0001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants have an exercise price of $10.00 per share (subject to adjustment as set forth in the Common Warrant), are exercisable upon issuance and will expire five and a half years from the date of issuance. The Common Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions.
The Private Placement is expected to close on or about August 28, 2024 (the “Closing Date”), subject to satisfaction of customary closing conditions. The Company expects to receive gross proceeds of approximately $5.0 million before deducting transaction related expenses payable by the Company. The Company intends to use the net proceeds for general corporate purposes.
In addition, pursuant to the Purchase Agreement, the Company agreed with the investor to exercise certain outstanding warrants (the “Existing Warrants”) to purchase an aggregate of 2,500,000 shares of Common Stock (the “Warrant Exchange”). The Existing Warrants are purchased at their exercise price of $6.00 per share. In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of approximately $15.0 million, the exercising holder will receive in a private placement new unregistered warrants (the “Exchange Warrants”) to purchase up to an aggregate of 2,200,000 shares of Common Stock with an exercise price of $10.00 per share. The Exchange Warrants will be exercisable upon issuance and will expire five and a half years from the date of issuance.
In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investor. Pursuant to the Registration Rights 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 issuable upon exercise of the Pre-Funded Warrants and the Common Warrants within 15 days after the Closing Date (the “Filing Date”). Pursuant to the Registration Rights Agreement, the Registration Statement shall be declared effective within 15 days after the Filing Date or 45 days following the Filing Date if the Registration Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages to the investor if the Company fails to file the resale registration statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, of if the Company fails to maintain the effectiveness of the Registration Statement.
Aegis Capital Corp. acted as the placement agent in connection with the Private Placement. Pursuant to the engagement letter, Aegis will be paid a commission equal to 6.0% of the gross proceeds received by the Company in the Private Placement and the Warrant Exchange. The Company has agreed to pay Aegis $150,000 for fees and expenses including attorneys’ fees.
The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants, Common Warrants, Exchange Warrants and Registration Rights Agreement described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.
Item 8.01. Other Events.
On August 27, 2024, the Company issued a press release regarding the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(b) Exhibits. The following exhibits are included in this report:
| No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Registration Rights Agreement | |
| 10.3 | Form of Common Warrant | |
| 10.4 | Form of Pre-Funded Warrant | |
| 10.5 | Form of Exchange Warrant | |
| 99.1 | Press Release issued on August 27, 2024 | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) |
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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: August 28, 2024 | /s/ Ali Kashani |
| Ali Kashani | |
| Chief Executive Officer and Director |
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