Filed Pursuant to Rule 424(b)(3)
Registration No. 333-274547
PROSPECTUS SUPPLEMENT NO. 9
(to Prospectus dated December 14, 2023)
Serve Robotics Inc.
18,960,989 Shares of Common Stock
This prospectus supplement supplements the prospectus dated December 14, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274547). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the SEC on July 24, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of up to 18,960,989 shares of our Common Stock, $0.0001 par value per share (“Common Stock”), which includes: (i) 4,121,632 shares of our common stock issued in a private placement offering in multiple closings on July 31, 2023, August 30, 2023 and October 26, 2023 (the “Private Placement”) (including 937,961 shares of our common stock issued upon conversion of the senior subordinated secured convertible notes offered and sold by Serve Operating Co., a privately held Delaware corporation (formerly known as Serve Robotics Inc.) (“Serve”), to accredited investors (the “Bridge Notes”)); (ii) 468,971 shares of our common stock issuable upon exercise of the warrants issued to investors in connection with the issuance of the Bridge Notes; (iii) an aggregate of 478,571 shares of our common stock issuable upon exercise of the warrants issued to (a) certain registered broker-dealers in connection with the sale of the Bridge Notes and (b) each of the U.S. registered broker-dealers in connection with the Private Placement; (iv) 142,730 shares of our common stock issuable upon exercise of the warrants of Serve that were assumed by the Company in connection with the Merger; and (v) 12,249,085 shares of our common stock privately issued to the selling stockholders on July 31, 2023 in exchange for the capital stock of Serve in connection with the closing of the merger between us and Serve (the “Merger”), which excludes the restricted stock held by the Company’s current or former employees who have waived their registration rights; and (vi) 1,500,000 shares of our common stock held by the stockholders of Patricia Acquisition Corp., our predecessor, prior to the Merger.
Our Common Stock is quoted on The Nasdaq Capital Market under the symbol “SERV”. On July 23, 2024, the closing price of our Common Stock on The Nasdaq Capital Market was $9.40 per share.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 24, 2024.
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): July 22, 2024
SERVE ROBOTICS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-56237 | 85-3844872 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
730 Broadway Redwood City, CA | 94063 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(818) 860-1352
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications 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, par value $0.0001 per share | SERV | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2024 annual meeting of stockholders of Serve Robotics Inc. (the “Company”) held on July 22, 2024 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of two directors to serve as Class I directors for a term of three years until the 2027 annual meeting of stockholders.
Proposal 2: The ratification of the selection of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3: The approval of an amendment of the Company’s 2023 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance under the 2023 Equity Incentive Plan.
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 7, 2024 (the “Proxy Statement”). Of the 37,098,653 shares of the Company’s common stock entitled to vote at the Annual Meeting, 25,611,008 shares, or approximately 69.03% were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve as a Class I directors until the 2027 annual meeting of stockholders. The votes regarding the election of directors were as follows:
| Director | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||
| Sarfraz Maredia | 20,509,297 | 0 | 1,224,199 | 3,877,512 | ||||
| David Goldberg | 21,230,199 | 0 | 503,297 | 3,877,512 |
Proposal 2: Ratification of dbbmckennon.
The Company’s stockholders ratified the selection of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | ||
| 25,113,740 | 1,786 | 495,482 |
Proposal 3: Amendment to the Company’s 2023 Equity Incentive Plan.
The Company’s stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance under the 2023 Equity Incentive Plan. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 20,299,422 | 924,915 | 509,159 | 3,877,512 |
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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: July 24, 2024 | /s/ Brian Read |
| Brian Read | |
| Chief Financial Officer |
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