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Form 8-K

sec.gov

8-K — Serve Robotics Inc. /DE/

Accession: 0001213900-26-054200

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001832483

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Termination of a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea028960901-8k_serve.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF SERVE ROBOTICS INC. FOR THE THREE MONTHS ENDED MARCH 31, 2026. (ea028960901ex99-1.htm)

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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):

May 7, 2026

SERVE ROBOTICS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-42023

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 1.02. Termination

of Material Definitive Agreement.

On May 7, 2026, Serve Robotics Inc. (the “Company”)

and each of Cantor Fitzgerald & Co., Wedbush Securities Inc., Northland Securities, Inc., Ladenburg Thalmann & Co. Inc. and Seaport

Global Securities LLC (collectively, the “Agents”) agreed to terminate the Controlled Equity OfferingSM Agreement,

dated as of March 6, 2025 (the “Prior Sales Agreement”).

The termination of the

Prior Sales Agreement was effective on May 7, 2026. As previously reported, pursuant to the terms of the Prior Sales Agreement and the

related prospectus filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025, the Company could

offer and sell shares of its common stock having an aggregate offering price of up to $150 million from time to time through the Agents.

The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement. The Company sold 7,716,935

shares of its common stock for gross proceeds of approximately $91.2 million pursuant to the Prior Sales Agreement through the termination

date of such Prior Sales Agreement. The Company will not make any further sales of shares of its common stock under the Prior Sales Agreement

and the related prospectus supplement.

Item 8.01 Other Events

On January 29, 2026,

the Company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Original 8-K”), to report

the completion of its acquisition of Diligent Robotics, Inc. (“Diligent”) on January 27, 2026 pursuant to the Agreement and

Plan of Merger, dated as of January 19, 2026, by and among the Company, Diligent, Delight Merger Sub, Inc., a Delaware corporation and

direct wholly owned subsidiary of the Company, and Andrea Thomaz, an individual, solely in her capacity as the representative of the Indemnifying

Securityholders (the “Transaction”). Subsequently, on April 14, 2026, the Company filed Amendment No. 1 to the Original 8-K

with the SEC to amend Item 9.01 of the Original 8-K to include the financial statements of Diligent and pro forma financial information

required by Item 9.01 of Form 8-K.

The Company is filing

this Current Report on Form 8-K (this “Report”) to report the unaudited pro forma condensed combined financial statements

of the Company for the three months ended March 31, 2026.

The pro forma financial

information included in this Report has been presented for informational purposes only. It does not purport to represent the actual results

of operations that the Company and Diligent would have achieved had the companies been combined during the periods presented in the pro

forma financial information and is not intended to project the future results of operations that the combined company may achieve in future

financial periods.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Unaudited

pro forma condensed combined financial statements of Serve Robotics Inc. for the three months ended March 31, 2026.

104

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Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

Date: May 11, 2026

Serve Robotics Inc.

By:

/s/ Brian Read

Name:

Brian Read

Title:

Chief Financial Officer

2

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF SERVE ROBOTICS INC. FOR THE THREE MONTHS ENDED MARCH 31, 2026.

EX-99.1

Filename: ea028960901ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

The following unaudited pro forma condensed combined

financial information and notes thereto have been prepared by Serve Robotics Inc. (the “Company” or “Serve”) in

accordance with Article 11 of Regulation S-X in order to give effect to the Merger (as defined below).

On January 19, 2026, Serve entered into a merger

agreement (the “Merger Agreement”), by and among the Company, Delight Merger Sub, Inc., a direct wholly owned subsidiary of

the Company (“Merger Sub”), Diligent Robotics, Inc. (“Diligent”), and Andrea Thomaz, an individual, solely in

her capacity as the representative of the Indemnifying Securityholders (the “Securityholders’ Representative”). Pursuant

to the Merger Agreement, Merger Sub will merge with and into Diligent (the “Merger” or the “Transaction”), with

Diligent continuing as the surviving corporation and becoming a wholly owned subsidiary of Serve. The preliminary purchase price of the

Transaction is approximately $25.7 million, which includes $3.1 million of fair value of contingent earnout consideration tied to specified

milestones. The closing of the Merger occurred on January 27, 2026 (the “Closing Date”).

The following unaudited pro forma condensed combined

financial statements (the “Unaudited Pro Forma Condensed Combined Financial Statements”) present Serve’s pro forma results

after giving effect to the acquisition of Diligent. These financial statements are based on the historical unaudited consolidated financial

statements of Serve and the financial results of Diligent for the period of January 1, 2026 through January 27, 2026 (the “Pre-acquisition

Period”), adjusted for transaction accounting entries required to reflect the Merger. The Unaudited Pro Forma Condensed Combined

Statement of Operations for the three months ended March 31, 2026 gives effect to the Merger as if it had occurred on January 1, 2025.

The pro forma adjustments include only those necessary to account for the Merger under applicable accounting standards.

The pro forma transaction accounting adjustments

are based upon currently available information and certain assumptions that the Company’s management believes are reasonable and

factually supportable as of the date of this filing. The Unaudited Pro Forma Condensed Combined Financial Statements are presented for

informational purposes only and are not intended to present or be indicative of what the results of operations would

have been had the events actually occurred on the date indicated, nor are they meant to be indicative of future results of operations for any future period or as of any future date. Future results may differ significantly from the pro forma amounts

presented. The Unaudited Pro Forma Condensed Combined Financial Statements do not include any adjustments not otherwise described herein;

they do not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings,

operating synergies or dis-synergies that may result from the Transaction. In the opinion of the Company’s management, all adjustments

necessary for a fair statement of the pro forma financial information have been made.

These Unaudited Pro Forma Condensed Combined

Financial Statements and accompanying notes should be read in conjunction

with the following:

● The

unaudited pro forma condensed combined financial statements of Serve Robotics Inc. as of

and for the year ending December 31, 2025 included in the Form 8-K/A, which was filed with

the SEC on April 14, 2026.

● The

historical unaudited consolidated financial statements included in Serve Robotics Inc.’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2026, which was filed

with the SEC on May 7, 2026.

1

SERVE ROBOTICS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share amounts)

Serve Robotics Inc.

(As Reported)

Diligent Robotics, Inc.

(Pre-Acquisition Period)

Transaction Adjustments

Note 3 Ref

Pro Forma

Combined

Revenues

$ 2,984

$ 499

$ —

$ 3,483

Cost of revenues

11,985

1,060

32

A, C

13,077

Gross loss

(9,001 )

(561 )

(32 )

(9,594 )

Operating expenses:

Research and development

19,037

864

19,901

General and administrative

14,916

414

26

A, B, C

15,356

Operations

6,955

370

27

A, C

7,352

Sales and marketing

1,873

524

2,397

Total operating expenses

42,781

2,172

53

45,006

Loss from operations

(51,782 )

(2,733 )

(85 )

(54,600 )

Other income (expense), net

2,130

(1,199 )

1,989

D, E

2,920

Net loss before income taxes

(49,652 )

(3,932 )

1,904

(51,680 )

Benefit from income taxes

648

648

Net loss

$ (49,004 )

$ (3,932 )

$ 1,904

$ (51,032 )

Earnings per share:

Weighted average common shares outstanding - basic and diluted

75,302,980

Note 4

75,362,234

Net loss per common share- basic and diluted

$ (0.65 )

$ (0.68 )

See accompanying notes to the Unaudited Pro

Forma Condensed Combined Financial Statements.

2

SERVE ROBOTICS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The Unaudited Pro Forma Condensed Combined Financial

Statements were prepared in accordance with Article 11 of Regulation S-X to illustrate the pro forma effects of the Transaction.

The Unaudited Pro Forma Condensed Combined Statements

of Operations for the three months ended March 31, 2026 includes the historical unaudited consolidated statements of operations of the

Company for the three months ended March 31, 2026 and financial results of Diligent for the Pre-acquisition Period, giving effect to (i)

the Transaction, as if it had taken place on January 1, 2025, and (ii) the assumptions and adjustments described in the accompanying notes

to these Unaudited Pro Forma Condensed Combined Financial Statements.

The Unaudited Pro Forma Condensed Combined Financial

Statements have been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805,

Business Combinations (“ASC 805”) with the Company treated as the accounting acquirer. As of the date of the Form 8-K, certain

data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation

within 12 months of the Closing Date, at which time the purchase price allocation set forth herein may be revised. The final acquisition

accounting adjustments may be materially different from the unaudited pro forma adjustments described in these notes to the Unaudited

Pro Forma Condensed Combined Financial Statements. The Company utilized widely accepted income-based, market-based, and cost-based valuation

approaches to perform the preliminary purchase price allocation.

The preliminary purchase price allocation presented

herein has been updated from the purchase price allocation reflected in the previously issued unaudited pro forma condensed combined financial

statements as of and for the year ending December 31, 2025 included in the Form 8-K/A, which was filed with the SEC on April 14, 2026,

to reflect activity occurring subsequent to the date of such previously issued unaudited pro forma financial statements and during the

Pre-acquisition Period through the Closing Date, including the purchase by Diligent of a software asset on January 19, 2026 for $2 million.

The Unaudited Pro Forma Condensed Combined Financial

Statements, including the preliminary purchase price allocation, are presented for illustrative purposes only and do not necessarily reflect

the operating results or financial position that would have occurred if the Transaction had been consummated on the date indicated, nor

are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date.

Accordingly, such information should not be relied upon as an indicator of future performance, financial condition, or liquidity.

3

2. PRELIMINARY PURCHASE PRICE ALLOCATION

Preliminary purchase price

The Unaudited Pro Forma Condensed Combined Financial

Statements reflect the preliminary allocation of the purchase price.

The fair value of the preliminary purchase price

of approximately $25.7 million includes (i) the fair value of the Company’s common stock issued to the Diligent stockholders at

closing, (ii) the estimated fair value of the contingent earnout consideration, and (iii) cash paid at closing. The fair value of the

Company’s common stock issued at closing is based on the Company’s share price of $12.77 as of Closing Date.

(in thousands, except share and per share amounts)

Preliminary Purchase Price

Shares of Serve’s common stock issued

197,472

Price per share Serve’s common stock at acquisition date

$ 12.77

Fair value of Serve’s common stock issued

$ 2,522

Fair value of contingent earnout consideration

3,090

Cash consideration

20,095

Total preliminary purchase price

$ 25,707

Pro forma preliminary purchase price allocation

For purposes of developing the Unaudited Pro

Forma Condensed Combined Financial Statements for the three months ended March 31, 2026, assets of Diligent, including identifiable

intangible assets, and liabilities assumed, have been recorded at their estimated fair values. Certain data necessary to complete

the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of

the Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be

material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the

preliminary purchase price allocation.

The preliminary purchase price allocation presented

herein has been updated from the purchase price allocation reflected in the previously issued unaudited pro forma condensed combined financial

statements as of and for the year ending December 31, 2025 included in the Form 8-K/A, which was filed with the SEC on April 14, 2026,

to reflect activity occurring subsequent to the date of such previously issued unaudited pro forma financial statements and during the

Pre-acquisition Period through the Closing Date, including the purchase by Diligent of a software asset on January 19, 2026 for $2 million.

4

The following table sets forth a preliminary allocation

of the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed of Diligent (in thousands):

Pro Forma Preliminary Purchase Price Allocation

Assets acquired:

Cash and cash equivalents

$ 557

Accounts receivable

564

Prepaid expenses

388

Property and equipment

12,474

Intangible assets

6,000

Capitalized software

2,238

Other assets

128

Total preliminary fair value of assets acquired

22,349

Liabilities assumed:

Accounts payable

2,010

Accrued liabilities

1,902

Deferred revenue

1,925

Deferred tax liability

740

Operating lease liabilities

88

Total preliminary fair value of liabilities assumed

6,665

Total identifiable net assets

15,684

Goodwill

$ 10,023

5

3. TRANSACTION ADJUSTMENTS

The transaction adjustments included in the Unaudited

Pro Forma Condensed Combined Statement of Operations are as follows:

A. Reflects an adjustment to record the impact of incremental depreciation and amortization expense arising

from the preliminary fair value adjustment to personal property for the Pre-acquisition Period. The adjustment includes a $4 thousand

decrease to cost of revenues, a $1 thousand increase to general and administrative expenses, and a $4 thousand decrease to operations

expense, resulting in a net benefit of $7 thousand. The adjustment was calculated assuming the related asset categories are depreciated

on a straight-line basis over estimated useful lives ranging from 2.0 to 11.7 years. Substantially all of the personal property relates

to machinery and equipment, which has an estimated weighted-average useful life of 3.7 years.

B. Reflects the pro forma adjustment to record the impact of Diligent’s purchase of capitalized software

on January 19, 2026. The capitalized software had an estimated fair value of $2 million and is amortized on a straight-line basis over

an estimated useful life of 4.0 years. The adjustment includes $12 thousand of incremental amortization expense recognized during the

Pre-acquisition Period from the date of purchase through the Closing Date.

C. Represents an adjustment to record the incremental amortization impact arising from the recognition of

the preliminary fair value of intangible assets recognized in the Merger for the Pre-acquisition Period. The adjustment includes $36 thousand

to cost of revenues, $13 thousand to general and administrative expenses, and $30 thousand to operations expenses, resulting in a net

increase of $79 thousand. Intangible assets are amortized using a method consistent with the pattern of benefit. The developed technology

and trade name intangible assets are being amortized over estimated useful lives of 6 years and 4 years, respectively.

D. Reflects an adjustment to eliminate activity recorded in Diligent’s Pre-acquisition Period financial

results related to loans settled in connection with the Transaction, including the elimination of $2 million of interest expense.

E. Reflects an adjustment to eliminate the $59 thousand gain recognized in Diligent’s Pre-acquisition

Period financial results related to the remeasurement of the warrant liability to fair value. The warrant liability was cancelled as a

result of the Transaction.

4. PRO FORMA EARNINGS (LOSS) PER SHARE

The pro forma combined basic and diluted earnings

per share have been adjusted to reflect the pro forma net loss for the three months ended March 31, 2026. In addition, the number of shares

used in calculating the pro forma combined basic and diluted net loss per share has been adjusted for the shares issued as part of the

preliminary purchase price. The pro forma net loss increased due to the inclusion of Diligent’s net loss and adjustments discussed

above resulting in an increase in the basic and diluted pro forma loss per share. The following table reflects the corresponding pro forma

adjustments, in thousands, except share and per share amounts. For the three months ended March 31, 2026, the pro forma weighted average

shares outstanding and proforma net loss per share has been calculated as follows (in thousands, except share and per share amounts):

Three Months Ended

March 31,

2026

Pro forma net loss attributable to combined company

$

(51,032

)

Historical weighted-average number of common shares outstanding:

Basic and diluted weighted-average common shares outstanding, as reported

75,302,980

Pro forma adjustment to remove impact of Serve's common stock issued as part of purchase consideration

(138,218

)

Serve’s common stock issued as part of preliminary purchase price

197,472

Pro forma weighted-average number of common shares outstanding:

Basic and Diluted

75,362,234

Pro forma net loss per common share:

Basic and Diluted

$

(0.68

)

6

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration