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Serve Robotics Inc. /DE/

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

SERV$3.22+38.8%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001832483-26-000035

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001832483-26-000051

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 313 previous paragraphs and 19 current paragraphs.

7 unchanged; 4 reworded; 8 added; 301 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Except as set forth below, there have been no material changes to the risk factors as disclosed in“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by those risks and uncertainties described in the section entitled“Part II, Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Current report

Regulatory restrictions on foreign-produced advanced robotic devices could materially adversely affect our business, results of operations and growth prospects.

Current report

On July 28, 2026, the FCC added foreign-produced “advanced robotic devices” to its “covered list” under the Secure and Trusted Communications Networks Act of 2019, following determinations by U.S. national security agencies that such products may pose national security, supply-chain and cybersecurity risks. Under the FCC’s action, new device models that fall within the scope of the determination may be unable to obtain the FCC equipment authorizations necessary for importation, marketing or sale in the United States unless an applicable exemption, waiver or conditional approval is obtained. Existing FCC-authorized models generally are not affected by the new restrictions.

Current report

We currently import robotics parts from non-U.S. countries for our current model of sidewalk delivery robots that have received FCC approvals and authorizations. Although our existing sidewalk delivery robots may continue to be imported, marketed and sold to the extent permitted under applicable law and regulatory guidance, there can be no assurance that future product models, product enhancements, software-enabled upgrades, successor products or additional robotics platforms sourced from foreign jurisdictions will remain eligible for FCC authorization or otherwise be permitted for importation or sale in the United States.

Current report

In addition, Diligent has not yet sought FCC equipment authorization for its Moxi robots because the current Moxi 1.0 version remains in research and development while Diligent scales its operations. The FCC could determine that the importation, marketing or operation of Moxi robots without authorization does not comply with its rules. In that case, we could become subject to inquiries, enforcement actions, monetary forfeitures, consent decrees or other sanctions. We could also be required to suspend, modify or withdraw deployed units until authorization is obtained. To obtain authorization, Moxi robots must complete the full FCC equipment authorization process.

Current report

For our future product models, including for our sidewalk delivery robots, and for Diligent’s current and future Moxi robots, the full FCC equipment authorization process includes obtaining a conditional approval from the U.S. Department of War before the FCC will grant authorization. We have limited experience with this process, which is new and still evolving, and we cannot predict its duration, cost or outcome. The Department of War or the FCC may decline to grant the required approvals. They may also condition approval on changes to our robots’ design, components, software, data handling or supply chain, or on ongoing compliance, reporting or audit obligations. Any such conditions could be costly or impracticable to satisfy. If we are unable to obtain the required approvals on a timely basis, on acceptable terms or at all, we may be required to discontinue existing deployments and may be unable to import, market, sell or expand deployments of our robots in the United States. Any of these outcomes could result in customer claims, refunds or contract terminations, harm our relationships with our customers, or impair the value of our acquisition of Diligent.

Current report

The FCC’s action reflects heightened governmental scrutiny of products manufactured in foreign jurisdictions that incorporate advanced sensing, communications, artificial intelligence and remote-connectivity capabilities. Additional legislation, executive actions, regulations, trade restrictions, import controls, tariffs, sanctions or agency determinations could further restrict or prohibit the importation, authorization, sale, servicing or use of our products or components, including products that are currently authorized. Any such developments could materially disrupt our operations, supply chain and growth strategy.

Current report

If we are unable to obtain required regulatory approvals for future products, including for Diligent’s Moxi robots, diversify our supply chain, transition manufacturing to alternative jurisdictions, obtain available exemptions or conditional approvals, or otherwise mitigate the effects of these regulatory developments, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Removed paragraphs (301)

Previous report

Investment in our stock involves a high degree of risk. You should consider carefully the risks described below, together with other information in this Quarterly Report on Form 10-Q and our other filings with the SEC, before making investment decisions regarding our stock. If any of the following risks and uncertainties, or if any other risks and uncertainties, actually occurs, our business, financial condition, or operating results could differ materially from the plans, projections, and other forward-looking statements included in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q and in our other public filings. In addition, if any of the following risks and uncertainties, or if any other risks and uncertainties, actually occurs, our business, financial condition, or operating results could be harmed substantially, which could cause the market price of our stock to decline, perhaps significantly. Moreover, the risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition.

Previous report

Summary Risk Factors

Previous report

Risks Related to Our Business and Operations

Previous report

•our status as an early-stage company with minimal revenue, a history of losses, and a limited operating history, which may make it difficult to evaluate the future of our business and prospects;

Previous report

•our ability to execute our business strategy to expand our addressable market and effectively manage our growth;

Previous report

•our use of AI and machine learning technologies, which introduces new risks and uncertainties related to accuracy, bias, intellectual property, and regulatory scrutiny;

Previous report

•our ability to expand and sustain our international business;

Previous report

•our ability to commercialize our products at a large scale efficiently and effectively;

Previous report

•our substantial reliance on relationships with suppliers and service providers for the parts and components in our robots, as well as for the manufacture of our robots;

Previous report

•our ability to attract and retain highly qualified personnel, including engineers, robotics experts, and machine learning specialists; and

Previous report

•the requirement for significant capital to fund our operations and growth, and the risk that financing may not be available when needed or on acceptable terms.

Previous report

Risks Related to Our Products and Technology

Previous report

•our robots’ reliance on sophisticated software technology that incorporates third-party components and networks to operate;

Previous report

•our ability to adapt to evolving technology or customer demands in a timely and cost-effective manner;

Previous report

•potential defects, glitches, or malfunctions in our products that could compromise performance, lead to injury or property damage, and result in product recalls or product liability claims;

Previous report

•safety incidents arising from human supervision, connectivity issues, third-party software, or automation that could cause injury, trigger recalls, or result in uninsured product liability and warranty claims;

Previous report

•accessibility concerns or failure to comply with disability access laws may result in claims, operational restrictions, or reputational harm; and

Previous report

•the inability of our supply chain to deliver certain key electrical components, such as semiconductors.

Previous report

Risks Related to Intellectual Property

Previous report

•our ability to protect, maintain, and enforce our intellectual property rights;

Previous report

•potential claims of infringement of third-party intellectual property rights; and

Previous report

•the unproven nature of our video and LiDAR licensing model and our ability to generate recurring revenue at expected levels.

Previous report

Risks Related to Cybersecurity and Privacy

Previous report

•security breaches and other disruptions that could compromise our proprietary information and expose us to liability;

Previous report

•cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our products, and data processed by us or third-party vendors;

Previous report

•evolving laws, regulations, standards, policies, and contractual obligations related to privacy and data security, including the CCPA, BIPA, GDPR, and HIPAA; and

Previous report

•our internal use of AI, generative AI, and machine learning tools that may expose us to heightened cybersecurity risks.

Previous report

Risks Related to Our Industry and External Environment

Previous report

•competition in an industry subject to rapid technological change, where competitors may have or attain more resources and greater market recognition than we do; and

Previous report

•important assumptions about the market demand, pricing, adoption rates, and sales cycle for our current and future products and services being inaccurate.

Previous report

Risks Related to Our Regulatory Environment

Previous report

•tariffs imposed by the United States and other countries, as well as changing trade relations, regional and international conflicts, and political conditions;

Previous report

•the use of emerging technologies like AI, machine learning, and generative AI requiring us to navigate an uncertain legal and regulatory landscape;

Previous report

•evolving privacy, data protection, and AI regulation that may restrict our ability to collect, process, and license video and LiDAR datasets;

Previous report

•the evolving regulations around personal delivery devices, which could materially impact our business and growth prospects in new markets; and

Previous report

•compliance with complex laws and regulations in multiple jurisdictions, including product safety, data privacy, healthcare, and environmental regulations.

Previous report

•our obligation to develop and maintain proper and effective internal control over financial reporting, and the presence of material weaknesses that increase the risk of material misstatement of our consolidated financial statements.

Previous report

Risks Related to Our Business and Operations

Previous report

We are an early-stage company with minimal revenue, a history of losses, and a limited operating history, which may make it difficult to evaluate the future of our business and prospects, and we cannot assure you that we will be able to operate profitably.

Previous report

We are an early-stage company. We were formed and commenced operations in January 2021. We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, some of which are established and have better access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results, and financial condition will be harmed.

Showing the first 40 of 301 passages. Open the source sections for the rest.

Reworded paragraphs (4)

Previous wording

A significant portion of our revenue is concentrated with a limited number of customers. For the years ended December 31, 2025 and 2024, sales to the customers individually representing more than 10% of total revenues accounted for 55% and 91% of our total revenue, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. If any of these customers were to breach, cancel or amend our agreement, it may have an outsized effect on our revenue, cash on hand, and profitability. In addition, we may have an increased interest in accepting less favorable terms of any amendment as a result.

Current wording

A significant portion of our revenue is concentrated with a limited number of customers. For the years ended December 31, 2025 and 2024, sales to the customers individually representing more than 10% of total revenues accounted for 55% and 91% of our total revenue, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. If any of these customers were to breach, cancel or amend our agreement, it may have an outsized effect on our revenue, cash on hand, and profitability. For example, during the nine months ended September 30, 2026, we experienced lower than expected delivery volume through our Uber Eats partnership, which contributed to downward pressure on our revenue during this period. In addition, we may have an increased interest in accepting less favorable terms of any amendment as a result.

Previous wording

Our projected revenue relies on our ability to maximize utilization of our robot fleet and our ability to cost-effectively grow our partnerships, including in new markets. Our sidewalk delivery robots may be unable to maximize utilization due to a variety of reasons, including insufficient merchant participation, platform partner matching algorithms, failure to deliver a commercial grade product and a lack of product acceptance by merchants and/or delivery recipients. Historically, we have been able to continually increase our robot utilization through our existing strategic partnerships driven by the continued improvement in our integration, high merchant participation and widespread product acceptance by users of the partnered food delivery platforms. We are in varying stages of integration with our strategic partners and therefore have not yet achieved desired levels of utilization with our partners. To achieve profitability, we will need to continue to improve our utilization targets with all strategic partners above current levels and maintain those levels with other partners as well. As this requires cooperation by third parties, there is no guarantee that it will be achieved within a specific timeframe.

Current wording

Our projected revenue relies on our ability to maximize utilization of our robot fleet and our ability to cost-effectively grow our partnerships, including in new markets. Our sidewalk delivery robots may be unable to maximize utilization due to a variety of reasons, including insufficient merchant participation, platform partner matching algorithms, failure to deliver a commercial grade product and a lack of product acceptance by merchants and/or delivery recipients. Historically, we have been able to continually increase our robot utilization through our existing strategic partnerships driven by the continued improvement in our integration, high merchant participation and widespread product acceptance by users of the partnered food delivery platforms. However, we are in varying stages of integration with our strategic partners and therefore have not yet achieved desired levels of utilization with our partners. For example, during the nine months ended September 30, 2026, we experienced lower than expected delivery volume through our Uber Eats partnership, which contributed to downward pressure on our revenue during this period. To achieve profitability, we will need to continue to improve our utilization targets with all strategic partners above current levels and maintain those levels with other partners as well. As this requires cooperation by third parties, there is no guarantee that it will be achieved within a specific timeframe.

Previous wording

Our robots and services, including delivery services, robots, cameras, sensors, related software, training, and operational support services, may be misused by partners, customers or third parties. For example, our delivery robots and related imaging technologies may be used in ways that violate privacy, surveillance, trespass, data protection, export control, or other laws, or in ways that are perceived as unethical or harmful, even where such use is outside of our control and not authorized by us. In addition, the data generated by delivery robots, cameras, sensors, and other connected technologies may be combined with other information in ways that could increase privacy or security risks. Misuse of these products or data could result in negative press coverage, reputational harm, reduced customer demand, increased scrutiny by regulators, and the loss of business relationships.

Current wording

Our robots and services, including delivery services, robots, cameras, sensors, related software, training, and operational support services, may be misused by partners, customers or third parties. For example, our delivery robots and related imaging technologies may be used in ways that violate privacy, surveillance, trespass, data protection, export control, or other laws, or in ways that are perceived as unethical or harmful, even where such use is outside of our control and not authorized by us. In addition, the data generated by delivery robots, cameras, sensors, and other connected technologies may be combined with other information in ways that could increase privacy or security risks. Misuse or perceived misuse of these products or data could result in negative press coverage, reputational harm, reduced customer demand, increased scrutiny by regulators, and the loss of business relationships.

Previous wording

Certain of our partners and customers may use our products and services in regulated environments, including healthcare, which may be subject to heightened legal requirements and public scrutiny. In some cases, we may rely on partners and customers to implement required policies, permissions, notices, and safeguards, including those related to privacy and data protection. If we or our partners or customers fail to comply with applicable laws, contractual requirements, or regulatory standards, we could be subject to litigation, regulatory investigations, enforcement actions, fines, penalties, or other liabilities, and our business, financial condition and results of operations could be materially adversely affected.

Current wording

Certain of our partners and customers may use our products and services in regulated environments, including healthcare, which may be subject to heightened legal requirements and public scrutiny. In some cases, we may rely on partners and customers to implement required policies, permissions, notices, and safeguards, including those related to privacy and data protection. If we or our partners or customers fail to comply or are perceived to fail to comply with applicable laws, contractual requirements, or regulatory standards, we could be subject to litigation, regulatory investigations, enforcement actions, fines, penalties, or other liabilities, and our business, financial condition and results of operations could be materially adversely affected. For example, we are subject to a class action lawsuit in the state of Illinois alleging that the cameras and LiDAR used in our robots violated state privacy law. We intend to vigorously defend against the claims brought by the plaintiffs in this matter.
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Previous report — wording carried elsewhere

•misuse of our delivery robots and related technology;