As filed with the Securities and Exchange Commission on July 29, 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 |
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85-3844872 |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(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 |
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Accelerated filer |
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| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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. ☐
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
The documents containing
the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”) and the instructions to Form S-8, such documents are not being filed with the SEC either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Item 2. Registrant Information and Employee
Plan Annual Information.
The documents containing
the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act.
In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the
SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Serve Robotics Inc. (the
“Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with
the SEC:
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(a) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024 (the “FY 2023 Form 10-K”), pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
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(b) |
The Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024, pursuant to Section 13 of the Exchange Act; |
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(c) |
The Registrant’s Current Reports
on Form 8-K filed with the SEC on January 3, 2024, February 7, 2024, February 23, 2024, March 7, 2024, April 9, 2024, April 18, 2024, April 23, 2024, April 24, 2024, May 15, 2024, June 3, 2024, July 23, 2024, and July 24, 2024; and |
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(d) |
The description of the
Registrant’s common stock contained in the Registrant’s registration statement on Form 10-12G/A filed with the SEC on
April 9, 2021, pursuant to Section 12(g) of the Exchange Act, as updated by the description of the Registrant’s common stock
contained in Exhibit 4.8 to the FY 2023 Form 10-K, and including any other amendments or reports filed for the purpose of updating
such description. |
All reports and definitive
proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth
therein.
Unless expressly incorporated
into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference
into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any
subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated
under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court
to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject
to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances
for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
As permitted by the DGCL,
the Registrant’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors
for monetary damages to the fullest extent permitted by the DGCL for any breach of fiduciary duties as a director, except liability for
the following:
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any breach of the director’s duty of loyalty to the Registrant or its stockholders; |
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
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under Section 174 of the DGCL (regarding unlawful dividends, stock purchases or redemptions); or |
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any transaction from which the director derived an improper personal benefit. |
As permitted by the DGCL, the Registrant’s
amended and restated bylaws provide that:
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the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; |
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the Registrant may indemnify its other employees and agents as set forth in the DGCL; |
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the Registrant is required to advance expenses, as incurred, to its directors, officers, employees and agents in connection with a legal proceeding, subject to certain very limited exceptions; and |
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the indemnification rights conferred in the amended and restated bylaws are not exclusive. |
In addition, the Registrant
has entered into indemnity agreements with each of its current directors and executive officers. These agreements provide that the Registrant
will indemnify each of its directors and such officers to the fullest extent permitted by law.
The Registrant currently
carries liability insurance for its directors and executive officers for securities matters.
See also the undertakings set out in response
to Item 9 hereof.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
A. The undersigned Registrant
hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective Registration Statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
B. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 July 29, 2024.
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Serve Robotics Inc. |
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By: |
/s/ Ali Kashani |
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Ali Kashani |
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Chief Executive Officer |
POWER OF ATTORNEY
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 |
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Title |
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Date |
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| /s/ Ali Kashani |
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Chief Executive Officer, and Chairman of the Board of Directors |
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July
29, 2024 |
| Ali Kashani |
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(principal executive officer) |
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| /s/ Touraj Parang |
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President and Chief Operating Officer and Director |
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July
29, 2024 |
| Touraj Parang |
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| /s/ Brian Read |
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Chief Financial Officer |
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July
29, 2024 |
| Brian Read |
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(principal financial and accounting officer) |
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| /s/ Euan Abraham |
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Chief Hardware & Manufacturing Officer |
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July
29, 2024 |
| Euan Abraham |
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| /s/ James Buckly Jordan |
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Director |
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July
29, 2024 |
| James Buckly Jordan |
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| /s/ Sarfraz Maredia |
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Director |
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July
29, 2024 |
| Sarfraz Maredia |
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| /s/ David Goldberg |
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Director |
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July
29, 2024 |
| David Goldberg |
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| /s/ Olivier Vincent |
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Director |
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July
29, 2024 |
| Olivier Vincent |
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II-4
Exhibit 5.1
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Orrick, Herrington & Sutcliffe LLP |
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222 Berkeley St Suite 2000 |
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Boston, MA 02116 |
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+1-617-880-1800 |
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orrick.com |
July 29, 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 3,703,549 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
July 29, 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 |
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| Orrick, Herrington & Sutcliffe LL |
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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
July
29, 2024
Exhibit
107.1
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 | |
| 457(h) | | |
| 3,703,549 | | |
$ | 0.61 | (2) | |
$ | 2,259,164.89 | | |
| 0.00014760 | | |
$ | 333.45 | |
| Total
Offering Amounts | | |
| | | |
$ | 2,259,164.89 | | |
| | | |
$ | 333.45 | |
| Total
Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
| Net
Fee Due | | |
| | | |
| | | |
| | | |
$ | 333.45 | |
| (1) | Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
the registration statement on Form S-8 to which this exhibit relates shall also cover any
additional shares of the common stock, $0.0001 par value (“Common Stock”), of
Serve Robotics Inc. (the “Registrant”) that become issuable in respect of the
securities identified in the above table by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the Registrant’s receipt of consideration
which results in an increase in the number of outstanding shares of Common Stock.
|
| (2) | Calculated
solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis
of the weighted average exercise price for stock options outstanding under the Serve Robotics
Inc. 2023 Equity Incentive Plan, as amended.
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Serve Robotics (NASDAQ:SERV)
過去 株価チャート
から 6 2024 まで 7 2024
Serve Robotics (NASDAQ:SERV)
過去 株価チャート
から 7 2023 まで 7 2024
