STOCKHOLDERS’ EQUITY (DEFICIT) | . STOCKHOLDERS’ EQUITY (DEFICIT) Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors. The Company is authorized to issue 10,000,000 and 300,000,000 shares of preferred stock and common stock, par value $0.0001 per share. Dividend Rights Subject to applicable law and the rights and preferences, if any, of any holders of any outstanding series of preferred stock, the holders of our common stock are entitled to receive dividends if our Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine, payable either in cash, in property or in shares of capital stock. Transactions In April 2024, the Company issued 10,000,000 shares of common stock for gross proceeds of $40,000,000, or $4.00 per share, pursuant to the Offering. In connection with the Offering, the Company incurred $4,150,864 in offering costs. In connection with the Offering, the Company issued warrants to purchase 500,000 shares of common stock (the “Representative’s Warrant”). The Representative’s Warrant is exercisable at a per share exercise price equal to $5.00 and became exercisable at any time and from time to time, in whole or in part, on October 14, 2024. The Representative’s Warrant expire on April 17, 2029. Upon closing of the Offering, the January Notes converted into 2,104,562 shares of common stock based upon a conversion price of $2.42 per share. On July 23, 2024, the Company entered into a Securities Purchase Agreement (the "July Purchase Agreement") with a certain accredited and institutional investor for a private placement offering of pre-funded warrants (the "July Pre-Funded Warrants") to purchase shares of the Company’s common stock and warrants exercisable for common stock (the "July Investor Warrants"). Pursuant to the July Purchase Agreement, the Company sold 2,500,000 July Pre-Funded Warrants with each July Pre-Funded Warrant exercisable for one share of common stock, together with July Investor Warrants to purchase up to 2,500,000 shares of common stock. Each July Prefunded Warrant and accompanying July Investor Warrant were sold together at a combined offering price of $5.9999. The Company received net proceeds of $13.7 million pursuant to the July Purchase Agreement. On August 27, 2024, the Company entered into a Securities Purchase Agreement (the "August Purchase Agreement") with a certain accredited and institutional investor for a private placement offering of pre-funded warrants (the "August Pre-Funded Warrants") to purchase shares of the Company’s common stock and warrants exercisable for shares of Common Stock (the "August Investor Warrants"). Pursuant to the August Purchase Agreement, the company sold 555,555 August Prefunded Warrants exercisable for one share of common stock, together with the August Investor Warrants to purchase up to 555,555 shares. Each August Prefunded Warrant and accompanying August Investor Warrants were sold together at a combined offering price of $8.9999. The July Investor Warrants were exercised in full for 2,500,000 shares of common stock. In consideration for the immediate exercise in full of the existing warrants, the exercise holder received new warrants (the "August Exchange Warrants") to purchase 2,200,000 shares of common stock with and exercise price of $10.00 per share. The August Exchange Warrants became exercisable immediately upon issuance and will expire five and a half years from the date of issuance. The Company received net proceeds of $18.6 million pursuant to the August Purchase Agreement. Immediately following the Merger, the Company issued 2,782,378 shares of common stock pursuant to a private placement offering for gross proceeds of $11,129,512, or at a purchase price of $4.00 per share. On August 31, 2023, the Company issued an additional 257,762 shares of common stock pursuant to the private placement offering for gross proceeds of $1,031,048, or $4.00 per share. Upon consummation of the Merger, Patricia’s predecessor shares converted into 1,500,000 shares of common stock of the newly merged entity. Upon consummation of the Merger, all outstanding SAFEs were converted into 4,372,601 shares of common stock. Upon consummation of the Merger, the outstanding convertible note was converted into 937,961 shares of common stock (see Note 5). Upon consummation of the Merger, all shares of Serve Preferred Stock were converted into 7,978,616 shares of common stock. On October 26, 2023, the Company completed a subsequent closing of the Private Placement and issued 143,531 shares of common stock for gross proceeds of $547,123, or $4.00 per share. The Company received $529,127 in net proceeds. Restricted Common Stock and Restricted Stock Units During 2023, the Company issued 338,121 shares of restricted common stock for recourse notes totaling $164,116. The shares were issued with a corresponding note receivable, a recourse loan that was collateralized by the underlying shares. The Company planned to enforce the recourse terms for the holders. As such, in accordance with ASC 505-10-45-2, the Company recognized a subscription receivable of $165,719, inclusive of interest on the note, which was included as a contra-equity on the consolidated balance sheets. The Company recorded a corresponding restricted stock award liability of $162,747 for the potential settlement if the call right for the shares of restricted common stock is exercised and unvested shares repurchased. The Company reduced the liability and increased additional paid-in capital for the value of the note associated with vested shares no longer subject to the call right. In June 2024, the Company forgave one recourse loan, and due to the lack of enforcement, the remaining loans were deemed nonrecourse. Accordingly, the Company extinguished restricted stock award liability and the related subscription receivable related to loans previously classified as recourse loans. In accordance with ASC 718, these actions were deemed award modifications. The Company recognized $204,272 in stock based compensation related to the incremental value of the award and an additional $11,503 related to the change in classification; all of which was included in general and administrative expense in the consolidated statements of operations. As of December 31, 2024, there were 108,008 shares of common stock issued, that are subject to the non-recourse notes and deemed not outstanding. As of December 31, 2024 and 2023, the Company repurchased restricted stock awards of 233,208 and 319,118 shares of common stock, respectively, for nominal value. During 2024, the Company issued 5,759,948 of restricted stock units ("RSUs") with vesting periods ranging 1 month to 4 years. As of December 31, 2024, 377,284 RSUs vested and 5,362,326 RSUs remained outstanding and will vest over approximately 2.94 years. During 2024 and 2023, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $5,505,883 and $263,893, respectively. The following table summarizes restricted common stock and RSU activity for the year ended December 31, 2024: Restricted Common Stock Restricted Stock Units Number of Shares Weighted Average Fair Value Number of Shares Weighted Average Fair Value Nonvested as of December 31, 2023 2,877,761 $ 0.22 - $ - Granted - - 5,759,948 7.28 Vested (1,647,754) - (377,284) 2.28 Forfeited (233,208) - (20,338) 7.51 Nonvested as of December 31, 2024 996,799 $ 0.38 5,362,326 $ 7.49 Warrants The following is a summary of warrants as of December 31, 2024: Warrants Weighted Average Outstanding as of December 31, 2023 1,090,272 $ 2.67 Granted 11,019,589 5.92 Exercised (8,755,939) 5.27 Forfeited (13,911) 3.89 Outstanding as of December 31, 2024 3,340,011 $ 6.56 Exercisable as of December 31, 2024 3,340,011 $ 6.56 The weighted-average remaining term of the warrants outstanding was 6.3 years as of December 31, 2024. Magna Warrant On February 1, 2024, Serve entered into a Master Services Agreement (the “MSA”) with Magna New Mobility USA, Inc. (“Magna”), retroactively effective as of January 15, 2024. In connection with the strategic partnership with Magna, on February 7, 2024, the Company issued to Magna a warrant (the “Magna Warrant”) to purchase up to 2,145,000 shares of its common stock (the “Magna Warrant Shares”), subject to at an exercise price of $0.01 per share. The Magna Warrant was issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles. The Magna Warrant is exercisable in two equal tranches: (i) the first tranche became exercisable on May 2024; and (ii) the second tranche became exercisable in December 2024. As of December 31, 2024, all Magna Warrants were fully vested. The fair value of the Magna Warrant was $8,566,184, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below: Risk-free interest rate 4.09 % Expected term (in years) 10.0 Expected volatility 75.0 % Expected dividend yield — % The Company recognized 8,566,184 in stock-based compensation expense pertaining to these warrants as of December 31, 2024, based on the vesting conditions noted above and the Company’s estimations of when the services will be completed. The Company recorded the expense to research and development expense in the consolidated statements of operations. Equity Distribution Agreement On November 7, 2024, the Company entered into a equity distribution agreement (the “Distribution Agreement”) with Northland Securities, Inc., B. Riley Securities, Inc. and Ladenburg Thalmann & Co. Inc. under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $100,000,000 through an “at the market” equity offering program. Under the Distribution Agreement, the Company will set the parameters for the sale of shares. Subject to the terms and conditions of the Distribution Agreement, the Agents may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Distribution Agreement provides that the Company will pay the Agents a commission of up to 3% of the gross proceeds of any shares of Common Stock sold through the Agents under the Distribution Agreement. During the twelve months ended December 31, 2024, the Company sold a total of 5,698,992 shares of our common stock under the Equity Distribution Agreement, at a weighted-average price of $14.04 per share, respectively, and raised $80.0 million of gross proceeds. After deducting approximately $2.4 million of commissions and offering costs incurred by the Company, the net proceeds from sales of common stock was $77.6 million during the twelve months ended December 31, 2024. As of December 31, 2024, the Company had approximately $20.0 million of remaining capacity to sell the Company's common stock under the Equity Distribution Agreement. On March 5, 2025 the Company terminated the Equity Distribution Agreement. |