8-K - VenHub Global, Inc. Common Stock | StockGist

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VenHub Global, Inc. entered into a securities purchase agreement on February 10, 2026, to sell 7,700,000 shares of common stock and warrants to purchase 7,700,000 shares at $2.45 per share for aggregate gross proceeds of $18,865,000 in a private placement that closed on February 12, 2026. The transaction includes lock-up restrictions, registration requirements, and placement agent compensation.

Key Takeaways

1Sold 7,700,000 shares of common stock at $2.45 per share

2Issued Common Warrants for 7,700,000 shares at $2.45 exercise price, exercisable immediately, expiring February 12, 2031

3Aggregate gross proceeds of $18,865,000 from institutional investor

4Placement agent A.G.P./Alliance Global Partners received 6.5% cash fee and Agent’s Warrants for 385,000 shares at $2.695 exercise price

545-day lock-up on equity issuances post-Purchase Agreement until Registration Statement effective date

6Directors and executives subject to 45-day Lock-Up Agreement post-Registration Statement effective date

Current Report Details

Event Type

Material Agreement

Securities Issuance

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhib

Material Agreement

Source Document

3.02

Unregistered Sales of Equity Securities. The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. Item

Securities Issuance

Transaction Details

Material Agreement

Agreement: securities purchase agreement
Parties: VenHub Global, Inc., institutional investor

•Sale of 7,700,000 shares of Common Stock at $2.45 per share
•Warrants to purchase 7,700,000 shares at $2.45 exercise price
•Aggregate gross proceeds of $18,865,000
•Closing on February 12, 2026
•45-day restriction on equity issuances post-Purchase Agreement
•60-day prohibition on Variable Rate Transactions post-Registration Statement effective date
•Requirement to file resale Registration Statement within 30 days

Exhibits (7)

10.1

FORM OF SECURITIES PURCHASE AGREEMENT

10.2

PLACEMENT AGENCY AGREEMENT

10.3

FORM OF LOCK-UP AGREEMENT

4.1

FORM OF COMMON WARRANT

4.2

FORM OF AGENT'S WARRANT

8-K

CURRENT REPORT

99.1

PRESS RELEASE FROM VENHUB GLOBAL, INC., DATED FEBRUARY 11, 2026