SERV · Serve Robotics Inc.

Serve Robotics Inc. terminated its Controlled Equity Offering SM Agreement dated March 6, 2025, with agents Cantor Fitzgerald & Co., Wedbush Securities Inc., Northland Securities, Inc., Ladenburg Thalmann & Co. Inc., and Seaport Global Securities LLC, effective May 7, 2026, without penalties. This halts further share sales under the $150 million program after generating $91.2 million from 7.7 million shares, likely signaling a strategic shift post strong fundraising. Concurrently, the filing provides updated unaudited pro forma condensed combined financial statements for the Diligent Robotics acquisition completed January 27, 2026. The $25.7 million preliminary purchase price comprises $20.1 million cash, 197,472 shares at $12.77 (valued $2.5 million), and $3.1 million contingent earnout. Allocation shows $10.0 million goodwill, $6.0 million intangibles, $2.2 million capitalized software (including $2 million asset bought January 19), and $12.5 million property/equipment against $6.7 million liabilities. Pro forma Q1 2026 results integrate Diligent's pre-acquisition period, showing revenues up to $3.5 million from $3.0 million (Serve) + $0.5 million (Diligent), but widened gross loss to $9.6 million and net loss to $51.0 million ($0.68/share) from $49.0 million ($0.65/share), driven by $85k added operating expenses from amortization/depreciation and offset by $2.0 million interest elimination. These statements, prepared under ASC 805 with preliminary allocations, highlight integration costs and Diligent's drag on profitability while bolstering assets in robotics technology.