Serve Robotics Inc. /DE/

Previous wording

We are on a mission to deliver a sustainable future by transforming how goods move among people. Serve has developed an advanced, AI-powered robotics mobility platform, with last-mile delivery in cities as its first application. We are an operating company which has experienced losses since our inception. Our sources of cash to date have been capital investments by stockholders.

Current wording

We are on a mission to deliver a sustainable future by transforming how goods move among people. Serve has developed an advanced, AI-powered robotics mobility platform, with last-mile delivery in cities as its first application. We are an operating company which has experienced losses since our inception. Our primary sources of cash to date have been capital investments by stockholders.

Previous wording

On April 1, 2025, the Company acquired all of the issued and outstanding equity of a foreign entity, which was accounted for under the acquisition method of accounting. Refer to the "Liquidity and Capital Resources" section for discussion on the purchase price and the Acquisition's impact on Serve's liquidity.

Current wording

On August 15, 2025, the Company acquired all of the issued and outstanding equity of Vayu Robotics, Inc., which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the Acquisition's impact on Serve's liquidity.

Previous wording

On January 7, 2025, the Company entered into a securities purchase agreement with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

Current wording

On January 7, 2025, we entered into a securities purchase agreement with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share. The gross proceeds to the Company from the January 2025 Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

Previous wording

On April 17, 2024, we entered into the Underwriting Agreement with Aegis in connection with the Offering. The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.8 million. As a result of the Offering, the Company’s common stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024.

Current wording

On April 17, 2024, we entered into the Underwriting Agreement with the Underwriter in connection with the Offering. The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.8 million. As a result of the Offering, the Company’s common stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024.

Previous wording

On February 1, 2024, Serve entered into the MSA with Magna, retroactively effective as of January 15, 2024 (the “Effective Date”). Pursuant to the MSA, Serve agreed to provide certain services to Magna as described in one or more statements of work (“SOWs”). Such SOWs will contain a description of the scope, the time to be spent on performance, the fees to be paid to Serve, the functional requirements and technical specifications and, to the extent applicable, the timetable, schedule or milestones for the performance of the requested services. Serve and Magna entered into the first SOW on the Effective Date. The term of the MSA commenced on the Effective Date and will continue for a term of three months, unless terminated earlier or mutually extended in accordance with its terms.

Current wording

On February 1, 2024, Serve entered into the MSA with Magna, retroactively effective as of January 15, 2024 (the “Effective Date”). Pursuant to the MSA, Serve agreed to provide certain services to Magna as described in one or more statements of work (“SOWs”). Such SOWs will contain a description of the scope, the time to be spent on performance, the fees to be paid to Serve, the functional requirements and technical specifications and, to the extent applicable, the timetable, schedule or milestones for the performance of the requested services. Serve and Magna entered into the first

Previous wording

In connection with the strategic partnership with Magna, on February 7, 2024, we issued the Magna Warrant to purchase up to 2,145,000 shares of our common stock, subject to adjustments as provided therein, 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.

Current wording

In connection with the strategic partnership with Magna, on February 7, 2024, we issued the Magna Warrant to purchase up to 2,145,000 shares of the Company’s common stock, subject to adjustments as provided therein, 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.

Previous wording

A significant portion of our revenue is concentrated with two customers, Magna New Mobility USA, Inc. (“Magna”) and Uber Technologies, Inc. (“Uber”).

Current wording

A significant portion of our revenue is concentrated with three customers, Customer A, Customer B, and Customer C.

Previous wording

As of June 30, 2025, Magna accounted for 81% of our accounts receivable. As of December 31, 2024, Customer C and Uber accounted for 86% and 12% of our accounts receivable, respectively.

Current wording

As of September 30, 2025, Customer C and Customer B accounted for 55% and 20% of our accounts receivable, respectively. As of December 31, 2024, Customer D and Customer A accounted for 86% and 12% of our accounts receivable, respectively.

Previous wording

There are inherent risks whenever a large percentage of total revenues and accounts receivable are concentrated with a limited number of customers. The loss of either or both of these customers could have a negative impact on our planned operations.

Current wording

There are inherent risks whenever a large percentage of total revenues and accounts receivable are concentrated with a limited number of customers. The loss of any or all of these customers could have a negative impact on our planned operations.

Previous wording

For the three months ended June 30, 2025 and 2024, we generated revenues of $642 thousand and $468 thousand, respectively, and reported net losses of $20.8 million and $9.0 million, respectively.

Current wording

For the three months ended September 30, 2025 and 2024, we generated revenues of $687 thousand and $222 thousand, respectively, and reported net losses of $33.0 million and $8.0 million, respectively.

Previous wording

As noted in our unaudited condensed consolidated financial statements, as of June 30, 2025, we had an accumulated deficit of $141.6 million.

Current wording

As noted in our unaudited condensed consolidated financial statements, as of September 30, 2025, we had an accumulated deficit of $174.6 million.

Previous wording

Revenues increased $0.17 million to $0.64 million for the three months ended June 30, 2025, compared to $0.47 million for the same period in 2024. This increase was primarily due to a larger fleet, which resulted in fleet services revenues increasing by $0.16 million to $0.33 million for the three months ended June 30, 2025, compared to $0.17 million for the same period in 2024.

Current wording

Revenues increased $0.47 million to $0.69 million for the three months ended September 30, 2025, compared to $0.22 million for the same period in 2024. This increase was primarily due to a larger fleet, which resulted in fleet services revenues increasing by $0.25 million to $0.43 million for the three months ended September 30, 2025, compared to $0.18 million for the same period in 2024. The additional increase was due to software services revenue increasing by $0.22 million to $0.25 million for the three months ended September 30, 2025, compared to $0.04 million for the same period in 2024.

Previous wording

Cost of revenues increased $3.18 million to $3.50 million for the three months ended June 30, 2025, compared with $0.33 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $2.80 million.

Current wording

Cost of revenues increased $4.69 million to $5.07 million for the three months ended September 30, 2025, compared with $0.38 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $3.96 million.

Previous wording

Operations expenses increased $1.25 million to $2.12 million for the three months ended June 30, 2025, from $0.87 million for the same period in 2024, due to an increase in infrastructure and facility costs of $0.57 million from expansion locations and expanded workforce of $0.23 million.

Current wording

Operations expenses increased $2.07 million to $2.99 million for the three months ended September 30, 2025, from $0.92 million for the same period in 2024, $1.10 million due to increased employee headcount, and facility costs of $0.35 million from expansion locations.

Previous wording

Research and development expenses increased $3.33 million to $9.12 million for the three months ended June 30, 2025, from $5.79 million for the same period in 2024, due to an increase of headcount expenses of $2.46 million.

Current wording

Research and development expenses increased $8.41 million to $13.41 million for the three months ended September 30, 2025, from $5.01 million for the same period in 2024, due primarily to an increase of headcount expenses of $4.75 million.

Previous wording

Interest income increased $1.50 million to $1.79 million for the three months ended June 30, 2025, from income of $0.30 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Current wording

Interest income increased $1.22 million to $1.71 million for the three months ended September 30, 2025, from income of $0.48 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Previous wording

Interest expense and amortization decreased $0.56 million to zero for the three months ended June 30, 2025, from the expense of $0.56 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Current wording

Interest expense and amortization decreased $0.03 million to zero for the three months ended September 30, 2025, from the expense of $0.03 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Previous wording

Comparison of Results of Operations for the six months ended June 30, 2025 and 2024

Current wording

Comparison of Results of Operations for the nine months ended September 30, 2025 and 2024

Previous wording

The following table summarizes our operating results as reflected in our unaudited statements of operations during the six months ended June 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

Current wording

The following table summarizes our operating results as reflected in our unaudited statements of operations during the nine months ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

Previous wording

Revenues decreased $0.33 million to $1.08 million for the six months ended June 30, 2025, compared to $1.42 million for the same period in 2024. The decrease is due to a decrease in software services revenue, which may be inconsistent in the future. As a result of a larger fleet, the Company recognized increases in fleet services revenues of $0.27 million to $0.54 million for the six months ended June 30, 2025, compared to $0.27 million for the same period in 2024.

Current wording

Revenues increased $0.13 million to $1.77 million for the nine months ended September 30, 2025, compared to $1.64 million for the same period in 2024. As a result of a larger fleet, the Company recognized increases in fleet services revenues of $0.52 million to $0.97 million for the nine months ended September 30, 2025, compared to $0.45 million for the same period in 2024. Offsetting this increase was a decrease in software services revenue.

Previous wording

Cost of revenues increased $4.73 million to $5.41 million for the six months ended June 30, 2025, compared with $0.68 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $3.55 million.

Current wording

Cost of revenues increased $9.42 million to $10.48 million for the nine months ended September 30, 2025, compared with $1.06 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $7.58 million.

Previous wording

General and administrative expenses increased $9.95 million to $12.83 million for the six months ended June 30, 2025, from $2.88 million for the same period in 2024, due to an increase in stock-based compensation expense of $3.45 million, increase in headcount expenses of $1.93 million and finance lease purchases of $2.25 million.

Current wording

General and administrative expenses increased $21.12 million to $25.98 million for the nine months ended September 30, 2025, from $4.86 million for the same period in 2024, due to an increase in stock-based compensation expense of $6.70 million, increase in headcount expenses of $3.99 million, and $2.83 million in professional fees that largely included acquisition related transaction costs and corporate expansion related fees, and $2.25 million finance lease purchases. The remaining $5.35 million is primarily the result of increased incremental operating expenses as we scale for expanded locations and workforce.

Previous wording

Operations expenses increased $2.38 million to $3.79 million for the six months ended June 30, 2025, from $1.41 million for the same period in 2024, due to an increase in infrastructure and facility costs of $1.06 million from expansion locations, expanded workforce of $0.32 million, and the remaining fleet financing costs of $0.19 million.

Current wording

Operations expenses increased $4.45 million to $6.78 million for the nine months ended September 30, 2025, from $2.33 million for the same period in 2024, due to an increase in headcount expenses of $1.84 million, increase in stock-based compensation expense of $0.32 million, and an increase in facility costs of $0.81 million from expansion locations.

Previous wording

Research and development expenses increased $3.57 million for the six months ended June 30, 2025 to $16.00 million, compared to $12.43 million for the same period in 2024, due to an increase of headcount expenses of $4.07 million, consulting expenses of $0.46 million, depreciation of $0.71 million, and software expenses of $0.61 million, offset by a decrease in stock-based compensation expense of $3.01 million.

Current wording

Research and development expenses increased $11.98 million for the nine months ended September 30, 2025 to $29.41 million, compared to $17.43 million for the same period in 2024, due primarily to an increase of headcount expenses of $8.94 million.

Previous wording

Sales and marketing expenses increased $0.42 million to $0.70 million for the six months ended June 30, 2025, from $0.28 million for the same period in 2024, due to an increase in headcount expenses of $0.22 million, stock-based compensation expense of $0.07 million and marketing expenses of $0.06 million.

Current wording

Sales and marketing expenses increased $0.92 million to $1.59 million for the nine months ended September 30, 2025, from $0.67 million for the same period in 2024, due to an increase in headcount expenses of $0.51 million and marketing expenses of $0.11 million.

Previous wording

Interest income increased $3.28 million to $3.59 million for the six months ended June 30, 2025, from $0.31 million for the same period in 2024 as a result interest earned from cash on hand and marketable securities.

Current wording

Interest income increased $4.50 million to $5.29 million for the nine months ended September 30, 2025, from $0.79 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Previous wording

Interest expense and amortization decreased $1.89 million to zero for the six months ended June 30, 2025, from the expense of $1.89 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Current wording

Interest expense and amortization decreased $1.92 million to zero for the nine months ended September 30, 2025, from the expense of $1.93 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Previous wording

As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents, and marketable securities of $183.33 million, which consisted of $116.70 million in cash and cash equivalents and $66.63 million in marketable securities. Cash and cash equivalents consisted of cash on deposit with banks as well as an institutional money market account. Marketable securities consisted of commercial paper, corporate bonds, U.S. government agency securities and U.S. Treasury securities.

Current wording

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents, and marketable securities of $210.45 million, which consisted of $116.84 million in cash and cash equivalents and $93.61 million in marketable securities. Cash and cash equivalents consisted of cash on deposit with banks as well as an institutional money market account. Marketable securities consisted of commercial paper, corporate bonds, U.S. government agency securities and U.S. Treasury securities.

Previous wording

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $141.59 million as of June 30, 2025. We have historically funded our operations from issuance of equity and debt securities, including our initial public offering in April 2024 and subsequent equity issuances. To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash and cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

Current wording

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $174.61 million as of September 30, 2025. We have historically funded our operations from issuance of equity and debt securities, including our initial public offering in April 2024 and subsequent equity issuances. To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash and cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

Previous wording

Net cash used in operating activities was $25.43 million and $9.82 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $15.61 million primarily consisted of an increased net loss of $15.99 million, adjusted for certain non-cash items, which primarily includes an increase of $1.26 million of depreciation and amortization expense, offset by decreases of $0.54 million of non-cash stock-based compensation expense and $1.68 million of amortization of debt discount.

Current wording

Net cash used in operating activities was $50.60 million and $15.28 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $35.32 million primarily consisted of an increased net loss of $41.02 million, adjusted for certain non-cash items, which primarily includes an increase of $3.35 million of depreciation and amortization expense and $4.99 million of non-cash stock-based compensation expense, offset by a decrease of $1.68 million of amortization of debt discount.

Previous wording

Net cash used in investing activities was $81.93 million and $0.80 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $81.14 million was primarily due to the purchase of short-term marketable securities of $66.3 million, incremental robot build construction in-process of $8.7 million, and the purchase of a newly acquired business for $5.6 million.

Current wording

Net cash used in investing activities was $122.14 million and $5.40 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $116.75 million was primarily due to the purchase of short-term marketable securities of $107.49 million, incremental robot build construction in-process of $15.4 million, and the purchase of a newly acquired businesses for $7.5 million, offset by proceeds of marketable securities of $14.20 million.

Previous wording

Net cash provided by financing activities was $100.80 million and $39.39 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $61.40 million primarily consisted of proceeds from issuance of the Company’s common stock pursuant to securities purchases, net of offering costs of $40.00 million, proceeds from the issuance of the Company’s common stock pursuant to 2025 Equity Disbursement Agreement, net of offering costs of $13.5 million, and proceeds from the exercise of warrants of $11.37 million, partially offset by a decrease in proceeds received from convertible notes of $4.84 million.

Current wording

Net cash provided by financing activities was $166.26 million and $71.58 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $94.68 million primarily consisted of proceeds from the issuance of the Company’s common stock pursuant to 2025 Equity Distribution Agreement, net of offering costs of $78.8 million, and proceeds from issuance of the Company’s common stock pursuant to securities purchases, net of offering costs, resulting in an increase of $40.00 million.