As filed with the Securities and Exchange Commission on October 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SERVE ROBOTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 85-3844872 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
730 Broadway
Redwood City, CA 94063
(Address of Principal Executive Offices) (Zip Code)
Serve Robotics Inc. 2023 Equity Incentive Plan
(Full Title of the Plans)
Ali Kashani
Chief Executive Officer
730 Broadway
Redwood City, California 94063
(Name and Address of Agent for Service)
(818) 860-1352
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Albert W. Vanderlaan, Esq.
Orrick Herrington & Sutcliffe LLP
222 Berkeley Street
Suite 2000
Boston, MA 02116
(617) 880-1800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Serve Robotics Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 2,188,680 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), under the Serve Robotics Inc. 2023 Equity Incentive Plan, as amended by the Amendment to the Serve Robotics Inc. 2023 Equity Incentive Plan, dated July 22, 2024 (as amended, the “Plan”), pursuant to the provisions of the Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the Plan on October 1, 2024. This Registration Statement hereby incorporates by reference the contents of the Registrant’s (i) registration statement on Form S-8 (File No. 333-277549) filed with the Commission on February 29, 2024 and (ii) registration statement on Form S-8 (File No. 333-281083) filed with the Commission on July 29, 2024.
PART II
Information Required in the Registration Statement
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||
| 5.1 | Opinion and Consent of Orrick, Herrington & Sutcliffe LLP. | X | ||||||||||
| 23.1 | Consent of dbbmckennon, an independent registered public accounting firm. | X | ||||||||||
| 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1). | X | ||||||||||
| 24 | Power of Attorney (included in the signature pages hereto). | X | ||||||||||
| 99.1 | Serve Robotics Inc. 2023 Equity Incentive Plan and form of award agreements. | 10-K | 000-56237 | 10.29 | February 29, 2024 | |||||||
| 99.2 | Amendment to Serve Robotics Inc.'s 2023 Equity Incentive Plan. | DEF14A | 000-56237 | Appendix B | June 7, 2024 | |||||||
| 107 | Filing Fee Table. | X | ||||||||||
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California on October 9, 2024.
| Serve Robotics Inc. | ||
| By: | /s/ Ali Kashani | |
| Ali Kashani | ||
| Chief Executive Officer | ||
We, the undersigned directors and officers of the Registrant, hereby severally constitute and appoint Ali Kashani and Touraj Parang as our true and lawful attorneys, with full power to him to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, and any and all amendments (including post-effective amendments) to said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of attorney. This power of attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated:
| Signature | Title | Date | ||
| /s/ Ali Kashani | Chief Executive Officer and Chairman of the Board of Directors | October 9, 2024 | ||
| Ali Kashani | (principal executive officer) | |||
| /s/ Touraj Parang | President and Chief Operating Officer and Director | October 9, 2024 | ||
| Touraj Parang | ||||
| /s/ Brian Read | Chief Financial Officer | October 9, 2024 | ||
| Brian Read | (principal financial and accounting officer) | |||
| /s/ James Buckly Jordan | Director | October 9, 2024 | ||
| James Buckly Jordan | ||||
| /s/ Sarfraz Maredia | Director | October 9, 2024 | ||
| Sarfraz Maredia | ||||
| /s/ David Goldberg | Director | October 9, 2024 | ||
| David Goldberg | ||||
| /s/ Olivier Vincent | Director | October 9, 2024 | ||
| Olivier Vincent |
II-2
Exhibit 5.1
| Orrick, Herrington & Sutcliffe LLP | |
| 222 Berkeley St Suite 2000 | |
| Boston, MA 02116 | |
| +1-617-880-1800 | |
| orrick.com |
October 9, 2024
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel for Serve Robotics Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an aggregate of 2,188,680 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares, the “Shares”), reserved for issuance pursuant to the Serve Robotics Inc. 2023 Equity Incentive Plan, as amended by the Amendment to the Serve Robotics Inc. 2023 Equity Incentive Plan, dated July 22, 2024 (as amended, the “2023 Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the 2023 Plan.
In connection with this opinion, we have examined and relied upon (i) the Registration Statement; (ii) the Amended and Restated Certificate of Incorporation of the Company, as amended and restated through the date hereof; (iii) the Amended and Restated Bylaws of the Company, as amended and restated through the date hereof; (iv) the 2023 Plan; and (v) such corporate records of the Company, certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary or appropriate as a basis for our opinion set forth below.
In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Serve Robotics
October 9, 2024
Page 2
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares to be issued pursuant to the terms of the 2023 Plan have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the 2023 Plan, will be validly issued, fully paid and non-assessable.
Our opinion herein is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
| /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP | |
| Orrick, Herrington & Sutcliffe LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Serve Robotics, Inc. of our report dated February 29, 2024 related to the consolidated financial statements which appear in the Annual Report on Form 10-K of Serve Robotics, Inc. for the year ended December 31, 2023, which includes an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern.
/s/ dbbmckennon
Newport Beach, California
October 9, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Serve Robotics Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security
Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||||||
| Equity | Common Stock, $0.0001 par value per share | Other | 2,188,680 | (2) | $ | 9.94 | (3) | $ | 21,755,479.20 | 0.0001531 | $ | 3,330.76 | ||||||||||||||
| Total Offering Amounts | $ | 21,755,479.20 | $ | 3,330.76 | ||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||||
| Net Fee Due | $ | 3,330.76 | ||||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the common stock, $0.0001 par value per share (the “Common Stock”), of Serve Robotics Inc. (the “Registrant”) that become issuable with respect to the securities identified in the above table, by reason of any stock dividend, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) | Represents 2,188,680 additional shares of Common Stock reserved for issuance under the 2023 Equity Incentive Plan resulting from an automatic annual increase in the number of shares reserved for issuance under such plan on October 1, 2024. |
| (3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $9.94 was computed by averaging the high and low prices of a share of the Registrant’s Common Stock as reported on The Nasdaq Capital Market on October 7, 2024. |