Serve Robotics Inc S-1/A, filed Apr 12, 2024

Serve Robotics Inc. (SERV)

S-1/A 2024-04-12

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Delaware		3790		85-3844872
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Per share		Total
Public offering price	$		$
Underwriting discounts and commissions⁽¹⁾	$		$
Proceeds to Serve Robotics Inc. before expenses	$		$

	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	9
SUMMARY FINANCIAL AND OTHER DATA	11
RISK FACTORS	13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	41
DESCRIPTION OF THE MERGER, THE PRIVATE PLACEMENT, AND RELATED TRANSACTIONS	42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
BUSINESS	57
MANAGEMENT	74
EXECUTIVE AND DIRECTOR COMPENSATION	79
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	94
USE OF PROCEEDS	97
DIVIDEND POLICY	98
CAPITALIZATION	99
DILUTION	101
MARKET INFORMATION FOR OUR COMMON STOCK	104
PRINCIPAL STOCKHOLDERS	105
DESCRIPTION OF CAPITAL STOCK	107
SHARES ELIGIBLE FOR FUTURE SALE	113
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	116
UNDERWRITING	120
LEGAL MATTERS	123
EXPERTS	123
WHERE YOU CAN FIND MORE INFORMATION	123
INDEX TO FINANCIAL STATEMENTS	F-1

Common stock offered by us	shares of our common stock

Option to purchase additional shares	We have granted the underwriter an option, exercisable for 45 days after closing of this offering, to purchase up to additional shares of common stock from us at the public offering price per share less the underwriting discounts and commissions, solely to cover over-allotments, if any.

Common stock outstanding immediately after this offering	shares (or shares if the underwriter exercises its option to purchase additional shares in full)

Use of proceeds	We estimate that our net proceeds from the sale of the shares of common stock that we are offering will be approximately $35.7 million (or approximately $41.3 million if the underwriter exercises its option to purchase additional shares in full), based upon the assumed public offering price of $4.50 per share (the closing price of our common stock on April 5, 2024 on the OTCQB), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our financial flexibility, create a public market for our common stock and facilitate our future access to the capital markets. We currently intend to use approximately $35.0 million of the net proceeds from this offering, together with our existing cash, cash equivalents and marketable securities, to fund the research and development of the next generations of our robots, including certain manufacturing activities and the planned geographic expansion of our fleet into new areas, and the remainder, if any, for working capital and other general corporate purposes. See the section titled “Use of Proceeds” for additional information.
Underwriter’s Warrants	We have agreed to issue to the underwriter warrants to purchase up to shares of our common stock, which equates to 5.0% of the number of shares of our common stock sold in the offering, other than shares sold pursuant to exercise of the over-allotment option described below, if any (the “Underwriter’s Warrants”). The warrants are exercisable at $ per share (125% of the public offering price per share of common stock) and will be exercisable beginning on the date which is six months from the commencement of sales under the registration statement of which this prospectus forms a part, will expire five years from such commencement of sales, and carry certain registration rights. Such warrants and underlying shares of common stock are included in this prospectus. For additional information, see “Underwriting.”

Company Standstill	We have agreed that, without the prior written consent of the underwriter, we will not, for a period of twelve (12) months from the closing of this offering, subject to certain exceptions, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any of our equity securities or any securities convertible into or exercisable or exchangeable for our equity securities; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any of our equity securities or any securities convertible into or exercisable or exchangeable for our equity securities; or (c) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our securities. For additional information, see “Underwriting.”

Lock-up	We and our directors, executive officers, employees and principal stockholders (holding 5% or more of our common stock have agreed that, without the prior written consent of the underwriter, they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, offer, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock. For additional information, see “Underwriting.”

Potential insider participation	Certain of our stockholders and their affiliates have indicated an interest in purchasing shares of common stock in this offering with an aggregate value of approximately $4.5 million at the assumed public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriter may determine to sell more, fewer or no shares in this offering to any of these parties, or any of these parties may determine to purchase more, fewer or no shares in this offering. The underwriter will receive the same underwriting discount on any shares purchased by these parties as they will on any other shares sold to the public in this offering.

Risk factors	You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed Nasdaq trading symbol	“SERV”

	●	1,313,949 shares of common stock available for issuance under the Serve Robotics Inc. 2023 Equity Incentive Plan (the “2023 Plan”) with a weighted-average exercise price of $4.00 per share;

	●	outstanding Bridge Warrants (as defined herein) to purchase an aggregate of 468,971 shares of our common stock with an exercise price of $3.20 per share as of December 31, 2023;

	Year Ended December 31,			Year Ended December 31,
	2023			2022

Revenues	$	207,545			107,819
Cost of revenues		1,730,262			1,148,426
Gross loss		(1,522,717	)		(1,040,607	)

Operating expenses:
General and administrative		4,618,499			3,786,124
Operations		2,564,930			2,035,063
Research and development		9,947,258			13,565,765
Sales and marketing		605,205			525,494
Impairment of long-lived assets		1,468,995			-
Total operating expenses		19,204,887			19,912,446

Loss from operations		(20,727,604	)		(20,953,053	)

Other income (expense), net:
Interest expense, net		(2,264,426	)		(636,330	)
Change in fair value of derivative liability		(149,000	)		-
Change in fair value of simple agreements for future equity		(1,672,706	)		(265,744	)
Total other income (expense), net		(4,086,132	)		(902,074	)

Provision for income taxes		-			-
Net loss	$	(24,813,736	)	$	(21,855,127	)

Weighted average common shares outstanding – basic and diluted		14,204,078			6,896,769
Net loss per common share – basic and diluted	$	(1.75	)	$	(3.17	)

	Year Ended December 31,
	2023		2022
	(Unaudited)		(Unaudited)
Key Metrics
Daily Active Robots		34		28
Daily Supply Hours		260		211

	Year Ended December 31,
	2023		2022
	(Unaudited)		(Unaudited)
Key Metrics
Daily Active Robots		34		28
Daily Supply Hours		260		211

	Remaining Period of 2024		More than One Year and Less than Three Years		More than Three Years and Less than Five Years		More than Five Years		Total
Operating lease obligations	$	527,983		214,775		-		-		742,758
Loan Financing Facility		1,070,000		250,000		-		-		1,320,000
Equipment Financing Facility		2,363,807		-		-		-		2,363,807
Total	$	3,961,790		464,775		-		-		4,426,565

Speed	7 mph (max)
Range	23 miles, 10 hours
Weather	Light rain, 32-104°F
Autonomy	>80% Autonomy Capability
Cargo	13 gallons (approx. two large shopping bags or four large pizzas)

Name	Age	Positions
*Executive Officers*
Ali Kashani	39	Chief Executive Officer and Chairman of the Board of Directors
Touraj Parang	51	President, Chief Operating Officer and Director
April Pannell	41	Chief Financial Officer
Euan Abraham	47	Senior Vice President of Hardware Engineering

*Non-Employee Directors*
James Buckly Jordan⁽²⁾⁽³⁾	44	Director
Sarfraz Maredia	40	Director
Ali Pourdad⁽¹⁾⁽²⁾	42	Director
Olivier Vincent⁽²⁾⁽³⁾	59	Director

Name and Principal Position	Year		Salary ($)		Bonus  ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Ali Kashani		2023		105,738		—		—		36,984		—		—		142,722
Chief Executive Officer		2022		192,992		—		—		—		—		—		192,992
Touraj Parang		2023		238,500		—		—		11,655		—		—		250,155
President & Chief Operating Officer		2022		260,583		—		—		—		—		—		260,583
Euan Abraham		2023		270,000		—		—		10,393		—		—		279,890
Senior Vice President of Hardware Engineering		2022		295,000		—		—		—		—		—		295,000

	Option Awards⁽¹⁾										Stock Awards⁽²⁾
Name	Grant Date		Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)		Option exercise price ($)⁽³⁾		Option expiration date ($)		Number of shares that have not vested (#)			Market value of shares that have not vested ($)⁽⁴⁾
Ali Kashani	4/27/2021			—		—		—		—		437,461	⁽⁵⁾	$	1,749,844
	4/27/2021			—		—		—		—		468,708	⁽⁶⁾	$	1,874,832
	6/7/2023	⁽⁸⁾		45,182		—	$	0.95		6/6/2028		—			—
	6/7/2023	⁽⁹⁾		2,421		16,952	$	0.95		6/6/2028		—			—
Touraj Parang	5/6/2021			—		—		—		—		167,238	⁽⁷⁾	$	668,952
	5/6/2021			—		—		—		—		167,238	⁽⁶⁾	$	668,952
	6/7/2023	⁽⁸⁾		11,403		—	$	0.86		6/6/2033		—			—
	6/7/2023	⁽⁹⁾		1,055		7,396	$	0.86		6/6/2033		—			—
Euan Abraham	12/23/2021	⁽¹⁰⁾		104,622		96,253	$	0.49		12/22/2031		—			—
	12/23/2021	⁽¹¹⁾		37,664		62,773	$	0.49		12/22/2031		—			—
	6/7/2023	⁽⁸⁾		12,909		—	$	0.86		6/6/2033		—			—
	6/7/2023	⁽⁹⁾		599		4,196	$	0.86		6/6/2033		—			—

Purchaser	Aggregate Purchase Price for 2022 SAFEs
NEO 2.0, L.P.⁽¹⁾	$	987,483
NEO 2.0a, L.P.⁽¹⁾	$	12,517
NVIDIA	$	9,000,000
Postmates, LLC⁽²⁾	$	2,000,000
Wavemaker Pacific 4, L.P.⁽³⁾	$	1,000,000

As of December 31, 2023	Actual			Pro forma			Pro forma as adjusted
Cash and cash equivalents	$	6,756		$	5,096,923		$	40,839,266
Note payable		1,230,933			1,230,933			1,230,933
Convertible note payable		-			-			-
Total liabilities		1,230,933			1,230,933			1,230,933
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 300,000,000 shares authorized, 24,832,814 shares issued and outstanding, actual; 300,000,000 shares authorized, 27,074,766 shares issued and outstanding, pro forma; 300,000,000 shares authorized, 35,963,655 shares issued and outstanding, pro forma as adjusted;		2,450			2,694			3,582
Additional paid-in capital		64,468,141			69,558,308			105,300,651
Subscription receivable		(169,616	)		(169,616	)		(169,616	)
Accumulated deficit		(68,334,381	)		(68,334,381	)		(68,334,381	)
Total stockholders’ equity (deficit)		(4,033,406	)		1,057,004			36,800,236
Total capitalization	$	(2,802,473	)	$	2,287,937		$	38,031,169

	●	1,515,386 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2023 that were subject to options originally granted under the 2021 Plan, with a weighted-average exercise price of $0.61 per share;

	●	1,313,949 shares of common stock available for issuance under the 2023 Plan with a weighted-average exercise price of $4.00 per share;

Assumed public offering price per share			$	4.50
Pro forma net tangible book value per share as of December 31, 2023	$	0.04
Increase in pro forma net tangible book value per share attributable to new investors in this offering		0.99
Pro forma as adjusted net tangible book value per share after this offering				1.03
Dilution in pro forma as adjusted net tangible value per share to new investors in this offering			$	3.47

(Amounts in thousands, except share and per	Shares purchased					Total consideration					Average price per
share amounts, and percentages)	Number		Percent			Amount		Percent			share
Existing stockholders⁽¹⁾		27,074,766		75	%	$	69,558,307.83		63	%	$	2.57
New investors		8,888,889		25			40,000,000.00		37			4.50
Total		35,963,655		100	%	$	109,558,307.83		100	%	$	3.54

	●	the cashless exercise of the Wavemaker Warrants immediately prior to the completion of this offering, pursuant to the terms therein into an aggregate of 17,462 shares of common stock, based on the assumed public offering price in this offering of $4.50 per share (the closing price of our common stock on April 5, 2024 on the OTCQB);

	●	no exercise or cancellation of other outstanding options and warrants or the repurchase of outstanding unvested restricted stock awards subsequent to December 31, 2023; and

	Shares of Common Stock Beneficially Owned Prior to the Offering					Shares of Common Stock Beneficially Owned After the Offering (No Exercise of Over-Allotment Option)					Shares of Common Stock Beneficially Owned After the Offering (Full Exercise of Over-Allotment Option)
Name	Number		Percentage			Number		Percentage			Number		Percentage
5% Stockholders
Postmates, LLC⁽¹⁾		4,173,326		16.6	%		4,173,326		11.5	%		4,173,326		11.1	%
NVIDIA⁽²⁾		3,724,498		14.3	%		3,724,498		10.1	%		3,724,498		9.7	%
NEO 2.0 Entities⁽³⁾		1,438,228		5.8	%		1,438,228		4.0	%		1,438,228		3.9	%
Mark Tompkins⁽⁴⁾		1,843,750		7.3	%		1,843,750		5.1	%		1,843,750		4.9	%

Directors and Named Executive Officers
Ali Kashani⁽⁵⁾		2,361,351		9.4	%		2,361,351		6.6	%		2,361,351		6.3	%
Shares subject to voting proxy⁽⁶⁾		6,860,053		27.5	%		6,860,053		19.1	%		6,860,053		18.4	%
Touraj Parang⁽⁷⁾		816,256		3.3	%		816,256		2.3	%		816,256		2.2	%
James Buckly Jordan⁽⁸⁾		809,936		3.2	%		809,936		2.2	%		809,936		2.2	%
Olivier Vincent		9,928			*		9,928			*		9,928			*
Ali Pourdad⁽⁹⁾		31,283			*		31,283			*		31,283			*
Euan Abraham⁽¹⁰⁾		191,963			*		191,963			*		191,963			*
Sarfraz Maredia		--			*		--			*		--			*

All directors and executive officers as a group (8 persons)		8,034,505		31.8	%		8,034,505		22.1	%		8,034,505		21.4	%

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: #3501)	F-2
Consolidated Balance Sheets at December 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	F-4
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-7

	Series Seed Preferred Stock						Series Seed-1 Preferred Stock						Series Seed-2 Preferred Stock						Series Seed-3 Preferred Stock						Common Stock						Additional Paid-in			Subscription			Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Receivable			Deficit			Equity (Deficit)
Balances at December 31, 2021		2,834,033		$	283			2,440,411		$	244			2,088,696		$	209			357,836		$	36			7,111,123		$	711		$	29,984,430		$	-		$	(21,665,518	)	$	8,320,395
Issuance of Series Seed preferred stock		257,639			26			-			-			-			-			-			-			-			-			999,973			-			-			999,999
Restricted stock awards repurchased		-			-			-			-			-			-			-			-			(287,591	)		(28	)		28			-			-			-
Vested restricted stock purchased with recourse notes		-			-			-			-			-			-			-			-			2,820			-			4,250			(165,719	)		-			(161,469	)
Warrants issued in connection with note payable		-			-			-			-			-			-			-			-			-			-			49,000			-			-			49,000
Stock-based compensation		-			-			-			-			-			-			-			-			-			-			195,056			-			-			195,056
Net loss		-			-			-			-			-			-			-			-			-			-			-			-			(21,855,127	)		(21,855,127	)
Balances at December 31, 2022		3,091,672			309			2,440,411			244			2,088,696			209			357,836			36			6,826,352			683			31,232,737			(165,719	)		(43,520,645	)		(12,452,146	)
Issuance of common stock pursuant to private placement		-			-			-			-			-			-			-			-			3,040,140			304			12,160,256			-			-			12,160,560
Conversion of convertible note and derivative into common stock in connection with Merger		-			-			-			-			-			-			-			-			937,961			94			3,751,781			-			-			3,751,875
Conversion of SAFEs into common stock in connection with Merger		-			-			-			-			-			-			-			-			4,372,601			437			17,489,967			-			-			17,490,404
Conversion of preferred stock into common stock in connection with Merger		(3,091,672	)		(309	)		(2,440,411	)		(244	)		(2,088,696	)		(209	)		(357,836	)		(36	)		7,978,616			798			-			-			-			-
Patricia shares converted into common stock upon the Merger		-			-			-			-			-			-			-			-			1,500,000			150			(150	)		-			-			-
Issuance of common stock pursuant to private placement offering, net of offering costs		-			-			-			-			-			-			-			-			143,531			14			574,110			-			-			574,124
Vested restricted stock purchased with recourse notes		-			-			-			-			-			-			-			-			11,194			-			13,735			(3,897	)		-			9,838
Restricted stock awards repurchased		-			-			-			-			-			-			-			-			(319,118	)		(32	)		29			-			-			(3	)
Warrants issued with convertible note		-			-			-			-			-			-			-			-			-			-			991,000			-			-			991,000
Exercise of warrants upon the Merger		-			-			-			-			-			-			-			-			17,518			2			(2	)		-			-			-
Stock-based compensation		-			-			-			-			-			-			-			-			-			-			544,375			-			-			544,375
Offering costs consists in connection with issuance of common stock pursuant to Merger		-			-			-			-			-			-			-			-			-			-			(2,289,697	)		-			-			(2,289,697	)
Net loss		-			-			-			-			-			-			-			-			-			-			-			-			(24,813,736	)		(24,813,736	)
Balances at December 31, 2023		-		$	-			-		$	-			-		$	-			-		$	-			24,508,795		$	2,450		$	64,468,141		$	(169,616	)	$	(68,334,381	)	$	(4,033,406	)

	Year Ended December 31
	2023			2022
Cash flows from operating activities:
Net loss	$	(24,813,736	)	$	(21,855,127	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,863,924			388,139
Stock-based compensation		544,375			195,056
Change in fair value of simple agreements for future equity		1,672,706			265,744
Amortization of debt discount		1,811,798			13,600
Change in fair value of derivative liability		149,000			-
Impairment of long-lived assets		1,468,995			-
Interest on recourse loan		(3,897	)		-
Changes in operating assets and liabilities:
Accounts receivable		20,742			(23,697	)
Inventory		(156,087	)		(154,840	)
Prepaid expenses		(595,630	)		(81,339	)
Other current assets		-			11,163
Accounts payable		1,888,568			(174,278	)
Accrued liabilities		228,020			37,434
Right of use liabilities, net		(49,656	)		(24,641	)
Net cash used in operating activities		(15,970,878	)		(21,402,786	)
Cash flows from investing activities:
Purchase of property and equipment		(4,914	)		(3,644,950	)
Deposits		-			(416,012	)
Net cash used in investing activities		(4,914	)		(4,060,962	)
Cash flows from financing activities:
Proceeds from simple agreement for future equity		2,666,953			12,885,001
Proceeds from notes payable		750,000			2,500,000
Repayments of notes payable		(1,750,000	)		(250,000	)
Proceeds from convertible notes payable		2,798,410			-
Proceeds from notes payable, related party		519,000			-
Repayments of notes payable, related party		(449,000	)		-
Proceeds from lease liability financing		-			4,455,852
Repayment of lease liability financing		(1,713,518	)		(378,524	)
Issuance of restricted common stock, net of repurchases		(3	)		1,278
Issuance of common stock pursuant to Merger and private placement, net of offering costs		10,444,987			-
Issuance of Series Seed preferred stock		-			999,999
Net cash provided by financing activities		13,266,829			20,213,606
Net change in cash and cash equivalents		(2,708,963	)		(5,250,142	)
Cash and cash equivalents at beginning of year		2,715,719			7,965,861
Cash and cash equivalents at end of year		6,756			2,715,719

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	507,193		$	622,730

Supplemental disclosure of non-cash investing and financing activities:
Restricted stock award liability	$	-		$	162,747
Derivative liability in connection with convertible note	$	601,000		$	-
Debt discount issued as accrued liability	$	63,840		$	-
Conversion of simple agreement for future equity into common stock	$	17,490,404		$	-
Conversion of convertible note and derivative into common stock in connection with Merger	$	3,751,875		$	-
Warrants issued in connection with note payable	$	991,000		$	49,000
Subscription receivable	$	-		$	165,719

	December 31,
	2023		2022
Series Seed preferred stock (convertible to common stock)		-		3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-		2,440,412
Series Seed-2 preferred stock (convertible to common stock)		-		2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-		357,836
Common stock warrants		1,090,272		54,203
Preferred stock warrants		-		128,819
Stock options		1,515,386		861,309
Unvested restricted common stock		324,019		-
Total potentially dilutive shares		2,929,677		9,022,947

	Fair Value Measurements as of December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Simple agreement for future equity	$	-	$	-	$	13,150,745	$	13,150,745
	$	-	$	-	$	13,150,745	$	13,150,745

	Simple Agreement For			Embedded Derivative
	Future Equity			Liability			Total
Outstanding as of December 31, 2021	$	-		$	-		$	-
Issuance of simple agreements for future equity		12,885,001			-			12,885,001
Change in fair value		265,744			-			265,744
Outstanding as of December 31, 2021		13,150,745			-			13,150,745
Issuance of simple agreements for future equity		2,666,953			-			2,666,953
Issuance of embedded derivative liability		-			601,000			601,000
Change in fair value		1,672,706			149,000			1,821,706
Conversion to common stock upon Merger		(17,490,404	)		(750,000	)		(18,240,404	)
Outstanding as of December 31, 2023	$	-		$	-		$	-

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2021		590,073		$	0.49	$	-
Granted		639,682		$	0.49
Exercised		-			-
Forfeited		(368,446	)
Outstanding as of December 31, 2022		861,309		$	0.49	$	-
Granted		765,477		$	0.75
Exercised		-			-
Forfeited		(111,400	)	$	0.60
Outstanding as of December 31, 2023		1,515,386		$	0.61	$	5,111,928
Exercisable as of December 31, 2023		722,264		$	0.66	$	2,413,853
Exercisable and expected to vest at December 31, 2023		1,515,386		$	0.61	$	5,111,928

	Years Ended
	December 31,
	2023			2022
Risk-free interest rate		3.58% - 3.91	%		2.98	%
Expected term (in years)		5.52-6.27			6.0-6.3
Expected volatility		75.0	%		79.1	%
Expected dividend yield		0	%		0	%

		Years Ended
	Financial Statement	December 31,
Type	Line Item	2023		2022
Operating lease	General and administrative	$	49,810	$	621,388
Operating lease	Operations		665,961		-
Operating lease	Research and development		217,890		-
Total lease costs		$	933,661	$	621,388

	December 31,
	2023			2022
Weighted-average remaining lease term (in years)		1.30			2.30
Weighted-average discount rate		7.25	%		7.25	%

2024	$	527,983
2025		214,775
Total undiscounted future cash flows		742,758
Less: imputed interest		(34,614	)
Total	$	708,144

SEC registration fee	$	6,790
Nasdaq listing fee		75,000
FINRA filing fee		6,590
Accounting fees and expenses		20,000
Legal fees and expenses		1,150,000
Transfer agent and registrar fees		2,500
Miscellaneous fees and expenses		10,000
Printing expenses		9,000
Total	$	1,279,880

Exhibit No.		Description
1.1*		Form of Underwriting Agreement.
2.1§		Agreement and Plan of Merger and Reorganization among the Company, Serve Acquisition Corp. and Serve Robotics Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023)
3.1		Certificate of Merger relating to the merger of Serve Acquisition Corp. with and into Serve Robotics Inc., filed with the Secretary of State of the State of Delaware on July 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
3.2		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.1		Form of Bridge Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.2		Form of Bridge Broker Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.3		Form of Placement Agent A Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.4		Form of Placement Agent B Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.5		Form of Secured Subordinated Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2024).
4.6		Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2024).
4.7#		Common Stock Warrant, dated February 7, 2024, issued by Serve Robotics Inc. to Magna New Mobility USA, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2024).
4.8**		Specimen Stock Certificate evidencing the shares of common stock.
4.9*		Form of Underwriter’s Warrant (included in Exhibit 1.1 hereto).
5.1**		Opinion of Orrick, Herrington & Sutcliffe LLP.
10.1+§		Offer Letter, dated as of March 1, 2021, by and between Touraj Parang and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.2+§		Offer Letter, dated as of October 7, 2021, by and between Euan Abraham and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.3+		Engagement Letter, dated as of May 18, 2023, by and between AKW Financial, LLC dba Vision Accounting & Tax (VAT) and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.4+		Parang Termination Payment Letter, dated as of June 23, 2021, by and between Touraj Parang and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.5+		Kashani Termination Payment Letter, dated as of September 27, 2021, by and between Ali Kashani and the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.6		Lease Agreement, dated as of February 25, 2021, by and between Bauen Fund 2018-730, LLC and the Company (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.7§		Contribution Agreement, dated as of February 24, 2021, by and between Postmates, LLC and the Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).