VenHub Global, Inc. 8-K

What Happened

• VenHub Global, Inc. announced on Feb 10, 2026 (closing Feb 12, 2026) a securities purchase agreement with an institutional investor to raise $18,865,000. The company sold 7,700,000 shares of common stock at $2.45 per share and issued warrants to purchase up to 7,700,000 additional shares (Common Warrants) with a $2.45 exercise price. The Common Warrants expire Feb 12, 2031 and are exercisable immediately; they allow cashless exercise if there is no effective registration statement.

Key Details

• Gross proceeds: $18,865,000 from sale of 7,700,000 shares at $2.45 each.
• Warrants: Common Warrants for up to 7,700,000 shares, $2.45 exercise price, expire Feb 12, 2031; exercise limited so holder cannot exceed 9.99% beneficial ownership.
• Placement agent: A.G.P./Alliance Global Partners received a 6.5% cash fee plus expense reimbursements (up to $50,000 accountable + $25,000 non‑accountable) and an Agent’s Warrant for 385,000 shares at $2.695 (180‑day transfer restriction).
• Registration and restrictions: VenHub must file a resale registration statement within 30 days and use commercially reasonable efforts to have it declared effective within 45 days of filing (60 days if SEC review). Directors and officers agreed to a 45‑day lock‑up after the registration becomes effective. The Purchase Agreement also restricts certain equity issuances for defined periods.

Why It Matters

• This transaction provides VenHub with near‑term cash of $18.865M, which can support operations or growth plans.
• The warrants create potential future dilution if exercised (up to an additional 7.7M shares), though exercise limits and registration requirements affect timing and mechanics.
• The placement agent fees and agent warrant are additional costs and dilution to shareholders.
• Registration obligations and lock‑ups control when the investor and insiders can resell shares, affecting share liquidity and timing of any secondary sales.