VenHub Global, Inc S-1/A, filed Jul 1, 2026
VenHub Global, Inc. (VHUB)
Registration No. 333-296954
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENHUB
GLOBAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 3581 | 92-2083580 | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer Identification Number) |
5360 Procyon Street
Las Vegas, NV 89118
(888) 585-4999
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shahan Ohanessian
Chief Executive Officer
5360 Procyon Street
Las Vegas, NV 89118
(888)
585-4999
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc Ross, Esq.
Avital Perlman, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 26th Floor
New York, NY 10036
(212) 930-9700
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||
| Emerging growth company | ☒ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information contained in this preliminary prospectus is not complete and may be changed. The selling stockholders listed herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated July 1, 2026
PRELIMINARY PROSPECTUS
VENHUB GLOBAL, INC.
6,170,000 shares common stock
This prospectus relates to the resale, from time to time, of up to 6,170,000 shares of our common stock by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) identified in this prospectus. The 6,170,000 shares are comprised of (i) 5,470,000 shares of common stock issued and outstanding and (ii) 700,000 shares of common stock issuable under an agreement with one of the selling stockholders. As further described in the section titled “Selling Stockholders”, these 700,000 shares shall be issued pursuant to the following schedule: (i) 50,000 shares on the effective date of this registration statement (the “Effective Date”), (ii) 50,000 shares 30 days after the Effective Date, (iii) 100,000 shares 60 days after the Effective Date, (iv) 75,000 shares 120 days after the Effective Date, (v) 75,000 shares 150 days after the Effective Date, (vi) 50,000 shares 180 days after the Effective Date, 50,000 shares 210 days after the Effective Date, (viii) 50,000 shares 240 days after the Effective Date, (ix) 50,000 shares 270 days after the Effective Date, (x) 50,000 shares 300 days after the Effective Date and (xi) 100,000 shares 330 days after the Effective Date. There are no conditions to the issuance of the 700,000 shares other than the effectiveness of this registration statement.
For more information about the selling stockholders and the agreements pursuant to which we agreed to issue the shares, see the section titled “Selling Stockholders.”
We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of the shares.
We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of shares of our common stock.
The selling stockholders identified in this prospectus may offer the shares from time to time through a number of different ways and at varying prices, including public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section titled “Plan of Distribution” on page 11. For a list of the selling stockholders, see the section titled “Selling Stockholders” on page 9.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “VHUB.” On June 30, 2026, the closing sale price of our common stock as reported on Nasdaq was $1.05. You are urged to obtain current market quotations for the common stock.
Our founder and Chief Executive Officer, Shahan Ohanessian, along with the Chairwoman of the Board of Directors, his wife, Shoushana Ohanessian, beneficially own approximately 83% of the voting power of our outstanding voting securities through their ownership of Series C Preferred Stock and common stock, and we are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. Under Nevada Revised Statutes Section 78.195, the voting rights and powers of this preferred stock have been established in our articles of incorporation. We may rely on the exemptions from the corporate governance requirements that are available to controlled companies. See “Risk Factors — The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements”
We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. We have elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
We are a “smaller reporting company” as defined under U.S. federal securities law and, as such, hereby elect to incorporate by reference information filed after the effective date of this Registration Statement. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this Offering shall be deemed to be incorporated by reference into the prospectus.
Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 5 and under similar headings in the documents incorporated by reference into this prospectus for risks you should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our common stock. We have not, and the selling stockholders have not, authorized anyone to provide you with information other than the information that has been provided or incorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our securities. Our business, financial condition and results of operations may have changed since those dates.
i
This prospectus relates to the resale by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” from time to time, of up to an aggregate of 6,170,000 shares of our common stock. We are not selling any shares of our common stock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the selling stockholders, although we may receive cash from the exercise of the Warrants.
The information appearing in this prospectus, the documents incorporated by reference in this prospectus and any free writing prospectus authorized for use in connection with this offering is accurate only as of its respective date, regardless of the time of delivery of the respective document or of any sale of securities covered by this prospectus. You should not assume that the information contained in or incorporated by reference in this prospectus, or in any free writing prospectus that is authorized for use in connection with this offering, is accurate as of any date other than the respective dates thereof.
We further not that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Person who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction.
Industry and Market Data
The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.
ii
This summary highlights selected information included elsewhere in or incorporated by reference in this prospectus and does not contain all of the information that you should consider before investing in our securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and related notes and other available information incorporated by reference into this prospectus and any amendment or supplement hereto.
Company Overview
VenHub Global, Inc. is a fully autonomous and robotic-operated store that utilizes advanced technologies such as artificial intelligence
(AI) and smart inventory management systems to offer a seamless shopping experience for customers. The Company intends VenHub technology
to combine the convenience of a store with the efficiency of robotics. This will be achieved by providing customers with a unique shopping
experience that will be fully autonomous and that operates 24/7. The Company believes that with its use of advanced sensors, artificial
intelligence, and robotics, VenHub is designed to ensure that customers will always have access to products with a few taps on their
smartphones. From scanning and purchasing products to bagging and delivering them, VenHub’s robots will be able to take care of
everything in a seamless and efficient manner. The store’s artificial intelligence algorithm will be able to keep track of customer
preferences, allowing it to tailor its offering to meet individual customer’s tastes and preferences.
The Company’s business model is designed to generate both one-time deployment revenue from the sale and installation of Smart Store units, as well as recurring revenue from SaaS subscriptions, maintenance agreements, support services, and other platform-related offerings. While the Company has not yet charged customers for SaaS or maintenance services as part of its early commercialization strategy, management expects recurring revenue streams to become an increasingly important component of the Company’s operating model as commercial deployments expand.
Management believes the recurring nature of SaaS and maintenance revenue may provide greater long-term revenue visibility and operating leverage as the installed base of Smart Store units grows.
The Company is continuing to build its commercialization and deployment infrastructure to support the anticipated expansion of Smart Store deployments. Through its subsidiaries, the Company manages manufacturing, assembly, installation, software development, maintenance, and support operations associated with its Smart Store platform. Management believes the Company’s operational structure is designed to support future scaling of deployments across both Company-owned and customer-operated locations.
As commercialization efforts continue, the Company expects scaling activities to include increased manufacturing capacity, inventory procurement, deployment logistics, installation coordination, software support, and field maintenance operations. The Company’s ability to expand deployments remains dependent on several factors, including available capital resources, supply chain conditions, customer demand, site readiness, and operational execution.
Management believes the Company’s current investments in inventory, infrastructure, software, and operational capabilities position the Company to support future growth and broader commercial rollout initiatives.
The Company has four subsidiaries:
VenHub, LLC to manage manufacturing, assembly and installation of units.
VenHub, Services LLC to provide software-as-a-service (SaaS) and ongoing maintenance services.
VenHub IP, LLC to hold and manage the Company’s intellectual property.
VenHub Stores LLC, to manage all Company owned stores.
On January 30, 2026, the Company commenced trading under the ticker symbol “VHUB” on the NASDAQ Global Market.
1
We have incurred significant losses and negative cash flows from our operations since inception. As of March 31, 2026, we had an accumulated deficit of approximately $98.78 million and working capital of approximately $1.7 million. As of December 31, 2025, we had an accumulated deficit of approximately $82.17 million and negative working capital of approximately $9.2 million. As of March 31, 2026, we had cash and cash equivalents of approximately $5.8 million. As of December 31, 2025, we had cash and cash equivalents of approximately $0.089 million. Based on our historical and anticipated rate of cash expenditures, we do not anticipate our existing working capital will be sufficient to sustain our business through the commercialization of our product candidates or the execution of our current business plan. Therefore, we are dependent on obtaining additional funding from outside sources, including equity or debt financings, warrant exercises, strategic transactions, commercial arrangements, or other sources of financing, in order to continue our operations. We cannot provide assurance that additional financing will be available to us and, if available, that it will be completed on a timely basis, on acceptable terms or at all. If we are unable to obtain sufficient financing when needed, it would negatively impact our business and operations, which could cause the price of our common stock to decline or ultimately force us to reduce, suspend or cease operations.
During the years ended December 31, 2025 and 2024, we incurred net losses of approximately $62.4 million and $9.4 million, respectively. We have not yet achieved profitability and expect to continue to incur losses for the foreseeable future. Our future capital needs will depend on a number of factors, including the development and operating requirements of our business and stores, our corporate overhead, debt service obligations, and public company costs.
Our independent auditors, in their reports dated March 24, 2026 and March 28, 2025 with respect to our financial statements for the years ended December 31, 2025 and 2024, respectively, included explanatory paragraphs expressing substantial doubt regarding our ability to continue as a going concern. The going concern disclosures reflected, among other factors, the Company’s recurring operating losses, negative operating cash flows, accumulated deficit, and dependence on additional financing to fund operations and execute its business plan.
Recent Developments
On June 18, 2026, the Company filed a Preliminary Information Statement on Schedule 14C with the SEC in connection with the approval by stockholders holding a majority of our voting power of a Certificate of Amendment to our articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000 shares of common stock.
Our Corporate Information
VenHub Global, Inc. was incorporated in the state of Wyoming on January 31, 2023, as “Autonomous Solutions, Inc.” and redomiciled in Delaware with the name VenHub Global, Inc. on August 15, 2024. The Company redomiciled in Nevada on October 3, 2025.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th. Such reduced disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations and financial prospects.
Implications of Our Being an “Emerging Growth Company”
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our Shares less attractive.
2
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.
We have elected to avail ourselves of the extended transition period for implementing new or revised financial accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our offering of our shares of common stock in October 2025; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above
Available Information
We maintain our corporate website at www.venhub.com. Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision. Our SEC filings, including any amendments, will be made available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Our common stock is quoted on the Nasdaq under the symbol “VHUB”. We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”) and are subject to the requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). These filings are available to the public on the Internet on the SEC’s website at www.sec.gov.
Our principal business address is 5360 Procyon Street, Las Vegas, NV 89118 and our telephone number is (888) 585-4999.
3
| The Issuer | VenHub Global, Inc. is a Nevada Corporation |
| Securities Being Registered | The 6,170,000 shares are comprised of (i) 5,470,000 shares of common stock issued and outstanding and (ii) 700,000 shares of common stock issuable under an agreement with one of the selling stockholders. As further described in the section titled “Selling Stockholders”, these 700,000 shares shall be issued pursuant to the following schedule: (i) 50,000 shares on the effective date of this registration statement (the “Effective Date”), (ii) 50,000 shares 30 days after the Effective Date, (iii) 100,000 shares 60 days after the Effective Date, (iv) 75,000 shares 120 days after the Effective Date, (v) 75,000 shares 150 days after the Effective Date, (vi) 50,000 shares 180 days after the Effective Date, 50,000 shares 210 days after the Effective Date, (viii) 50,000 shares 240 days after the Effective Date, (ix) 50,000 shares 270 days after the Effective Date, (x) 50,000 shares 300 days after the Effective Date and (xi) 100,000 shares 330 days after the Effective Date. There are no conditions to the issuance of the 700,000 shares other than the effectiveness of this registration statement. Our common stock is described in further detail in the section of this prospectus titled “Description of Securities - Common Stock.” |
| Offering Type | The Offering is being made on behalf of those selling stockholders identified herein. |
| Nasdaq Symbol | VHUB |
| Common
Stock Outstanding Before this Offering |
There are 90,392,857 shares of common stock issued and outstanding as of the date of this prospectus, which are held by 2,770 holders. |
| Use of Proceeds | The Company will not receive any proceeds from the sale of the Shares offered hereby by the selling stockholders. |
| Risk Factors | An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained or incorporated by reference in this prospectus before making an investment decision regarding our common stock. |
4
An investment in our securities involves a high degree of risk. You should carefully consider the following risks and all of the other information contained or incorporated by reference in this prospectus before deciding whether to invest in our securities, including the risks and uncertainties described below and under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K and any Quarterly Reports on Form 10-Q filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. Our business, financial condition, results of operations and future prospects may be adversely affected as a result of such risks. In such an event, the market price of our common stock could decline, and you could lose part or all of your investment.
Risks Relating to Ownership of Our Securities
Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock.
Our common stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq, to maintain the listing of our common stock on The Nasdaq Stock Market LLC.
On April 30, 2026, we received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for the last 30 consecutive business days, the Company no longer meets the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Marketplace Rule 5450(a)(1), requiring a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”). The notification had no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until October 27, 2026, to regain compliance with the Minimum Bid Price Requirement.
On May 21, 2026, we received a letter from Nasdaq notifying us that, as the closing bid price of the Company’s common stock for the last 10 consecutive business days, from May 7, 2026 to May 20, 2026, has been at $1.00 per share or greater, the Company has regained compliance with Nasdaq’s Listing Rule 5450(a)(1), and that this matter is now closed.
If we are unable to sustain compliance with all applicable requirements for continued listing on the Nasdaq, our common stock may be delisted from Nasdaq. In that event, our shares would likely trade on an over-the-counter market, which could materially and adversely affect investors. Delisting could result in reduced liquidity, lower trading prices, increased volatility, decreased analyst coverage, and limited access to capital. In addition, certain institutional investors may be unable to hold or purchase our securities, which could further negatively impact the market for our common stock. We may pursue actions to regain compliance, including a reverse stock split, although there can be no assurance that such actions would be successful.
Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.
As reflected in the accompanying financial statements, since its inception, the Company has experienced recurring losses. As of March 31, 2026, we had an accumulated deficit of approximately $98.78 million and working capital of approximately $1.7 million. As of December 31, 2025, we had an accumulated deficit of approximately $82.17 million and negative working capital of approximately $9.2 million. These matters raise substantial doubt about the Company’s ability to continue as a going concern. During the next twelve months, the Company intends to fund its operations with funds from revenue producing activities along with exploring both additional equity and debt financing.
On February 12, 2026, we completed a financing transaction providing for aggregate gross proceeds of $18.865 million. Based on cash on hand as of June 22, 2026, we currently anticipate having sufficient liquidity to fund planned operations into the first quarter of 2027. However, this estimate is based on assumptions that may prove to be incorrect, and we may require additional financing sooner than currently anticipated.
5
We will be required to raise additional capital in order to develop our technology and scale our commercial delivery operations. However, we may be unable to raise additional capital needed to fund and grow our business.
We will need additional capital to develop our next generation of autonomous smart stores and scale our operations. We will not be able to continue product development and our autonomous smart store operations if we cannot raise additional debt and/or equity financing.
We may not be able to increase our capital resources by engaging in additional debt or equity financings. Even if we complete such financings, they may result in dilution to our existing investors and include additional rights or terms that may be unfavorable to our existing investor base. These circumstances could materially and adversely affect our financial results and impair our ability to achieve our business objectives. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions (including terms that require us to maintain specified liquidity or other ratios) that would otherwise be in the best interests of our stockholders.
Our controlling stockholders which include our Chief Executive Officer have significant influence over the Company.
Our Chief Executive Officer, Shahan Ohanessian, along with his wife, Shoushana Ohanessian, who sits as Chairwoman of the Board of Directors, holds, through their limited liability company SSO, LLC, approximately 83% of the voting power of our outstanding voting securities. As of June 22, 2026, Our Chief Executive Officer, Shahan Ohanessian, along with his wife, Shoushana Ohanessian, are holding 59,124,215 shares of common stock and 100,000 shares of Series C Preferred Stock to SSO LLC, which have voting rights of 1,000 per each share. As a result, Mr. and Mrs. Ohanessian collectively control over 83% voting rights on all matters presented to shareholders, limiting shareholders’ ability to affect decision making.
Due to the controlling amount of their share ownership in our Company, our chief executive officer has a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control. His interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Our Chief Executive Officer, Shahan Ohanessian, along with his wife, Shoushana Ohanessian, who sits as Chairwoman of the Board of Directors, holds, through their limited liability company SSO, LLC, approximately 83% of the voting power of our outstanding voting securities and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:
| ● | that a majority of the board consists of independent directors; |
| ● | for an annual performance evaluation of the nominating and corporate governance and compensation committees; |
| ● | that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and | |
| ● | that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. |
While the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
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Any future market price for the shares may be volatile.
Our common stock has experienced significant price volatility since our initial listing on January 30, 2026, and such volatility may continue. Since our listing, the trading price of our common stock has fluctuated substantially, including declines to below $1.00 per share, and has been subject to significant variability in trading volume and price. This volatility may be attributable to a number of factors, including limited trading history, low public float, changes in investor perception, market conditions, and other factors that are beyond our control. As a result, the market price of our common stock may continue to fluctuate significantly in the future. Continued volatility in our stock price could result in substantial losses for investors, make it more difficult for investors to predict the value of our securities, and impair our ability to raise additional capital on favorable terms or at all.
Although we are listed on the Nasdaq Global Market, the market price for our shares is likely to continue to be highly volatile, and subject to wide fluctuations in response to various factors including the following:
| 1. | Actual or anticipated fluctuations in the Company’s quarterly operating results and revisions to expected results; |
| 2. | Changes in financial estimates by securities research analysts; |
| 3. | Conditions in the U.S. financial markets; |
| 4. | Changes to international, federal, state or local regulations related to artificial intelligence, automated retail technology, digital payment systems, personal data protection, and robotics; |
| 5. | Changes in the economic performance or market valuations of industries specializing in comparable companies having securities traded on a national exchange; |
| 6. | Announcements by the Company or its competitors of new services, strategic relationships, joint ventures or capital commitments; |
| 7. | Addition or departure of key personnel; |
| 8. | Litigation related to any assets or intellectual property; and |
| 9. | Sales or perceived potential sales of the shares. |
In addition, securities markets have from time to time, and to a greater degree since 2007, experienced significant price and volume fluctuations that bear no relation to the operating performance of particular companies. These market fluctuations may also have a materially adverse effect on the market price of the Company’s common stock. Furthermore, in the past, following periods of volatility in the market price of a public company’s securities, investors have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantial costs and a diversion of management’s attention and resources.
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If shares of our common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our shares of common stock is less than $5.00 per share, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. In addition, the regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock.
The sale of a substantial amount of our common stock, including resale of the Shares held by the selling stockholders in the public market, could adversely affect the prevailing market price of our common stock.
This prospectus covers the resale of 6,170,000 shares of our common stock held by the selling stockholders. Sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and when selling stockholders may sell such shares in the public market.
Future sales of our common stock could lower our stock price and dilute existing stockholders.
We may, in the future, sell additional shares of common stock or other types of our securities in subsequent public or private offerings. We cannot predict the size or terms of future issuances of our securities or the effect, if any, that future sales and issuances of our securities will have on the market price of our common stock. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock. In addition, these sales may be dilutive to existing stockholders.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus, any prospectus supplement or the documents incorporated herein and therein by reference, including statements about future financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements that are not historical facts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar conditional expressions. The forward-looking statements in this prospectus or the documents incorporated herein by reference are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under “Risk Factors” contained herein and in our most recently filed Annual Report on Form 10-K.
You should read this prospectus and the documents that are incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
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We will not receive any proceeds from the sale of the selling stockholders’ shares of common stock registered herein.
We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings, if any, will be retained for the development of our business and no dividends will be declared or paid. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, our earnings, if any, operating results, financial condition and capital requirements, general business conditions and other pertinent facts.
This prospectus relates to the offer and resale of up to 6,170,000 shares of our common stock, par value $0.001 per share, of which 5,470,000 shares have been previously issued to certain of the selling stockholders pursuant to several service agreements entered into in 2025 and 2026, and of which 700,000 shares are issuable to another selling stockholder pursuant to the following schedule set forth in a separate binding agreement entered into with such selling stockholder on June 3, 2026: (i) 50,000 shares on the Effective Date, (ii) 50,000 shares 30 days after the Effective Date, (iii) 100,000 shares 60 days after the Effective Date, (iv) 75,000 shares 120 days after the Effective Date, (v) 75,000 shares 150 days after the Effective Date, (vi) 50,000 shares 180 days after the Effective Date, 50,000 shares 210 days after the Effective Date, (viii) 50,000 shares 240 days after the Effective Date, (ix) 50,000 shares 270 days after the Effective Date, (x) 50,000 shares 300 days after the Effective Date and (xi) 100,000 shares 330 days after the Effective Date. There are no conditions to the issuance of the 700,000 shares other than the effectiveness of this registration statement. Further, any of the 700,000 shares not yet issued to the selling stockholder shall immediately be issued upon the earliest of any: (i) a change of control, (ii) delisting of our common stock from Nasdaq (or any successor national securities exchange), (iii) failure to maintain our eligibility with our transfer agent and any applicable clearing systems (including DTC) such that the shares cannot be freely transferred when eligible or (iv) our material breach of the agreement.
The table below lists the selling stockholders and other information regarding the “beneficial ownership” of the shares of common stock by the selling stockholders. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of our common stock as to which the selling stockholders have sole or shared voting power or investment power and any shares of our common stock the selling stockholders have the right to acquire within 60 days.
Each Selling Shareholder may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
| Common Stock | Shares
of Common Stock Being Registered Pursuant to this | Shares
of Common Stock Held After this | ||||||||||||||
| Name and Address of Beneficial Owner | Shares | % (1) | Offering | Offering | ||||||||||||
| Revere Securities LLC(2) | 700,000 | 0.01 | % | 700,000 | 800,000 | |||||||||||
| Vervetria Investments Ltd. (3) | 1,000,000 | 0.01 | % | 1,000,000 | 1,000,000 | |||||||||||
| Sunflower Marketing LLC (4) | 1,000,000 | 0.01 | % | 1,000,000 | 1,000,000 | |||||||||||
| Dalmasia Ltd (5) | 1,125,000 | 0.01 | % | 1,125,000 | 1,125,000 | |||||||||||
| Pacific Design Studio LLC(6) | 1,250,000 | 0.01 | % | 1,250,000 | 1,250,000 | |||||||||||
| Worldwide Acquisitions LLC(7) | 960,000 | 0.01 | % | 960,000 | 960,000 | |||||||||||
| Eric Lembcke(8) | 135,000 | 0.00 | % | 135,000 | 135,000 | |||||||||||
| (1) | The calculation of percentage held is based on a fully diluted number shares of common stock of 98,498,019 including full exercise of the outstanding warrants. |
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| (2) | On June 3, 2026 the Company entered into an agreement with Revere Securities LLC (“Revere”) pursuant to which we agreed to issue to Revere 700,000 shares of common stock pursuant to the following schedule; (i) 50,000 shares on the Effective Date, (ii) 50,000 shares 30 days after the Effective Date, (iii) 100,000 shares 60 days after the Effective Date, (iv) 75,000 shares 120 days after the Effective Date, (v) 75,000 shares 150 days after the Effective Date, (vi) 50,000 shares 180 days after the Effective Date, 50,000 shares 210 days after the Effective Date, (viii) 50,000 shares 240 days after the Effective Date, (ix) 50,000 shares 270 days after the Effective Date, (x) 50,000 shares 300 days after the Effective Date and (xi) 100,000 shares 330 days after the Effective Date. There are no conditions to our issuance of the 700,000 shares other than the effectiveness of this registration statement. Further, any of the 700,000 shares not yet issued to Revere shall immediately be issued upon the earliest of any: (i) a change of control, (ii) delisting of our common stock from Nasdaq (or any successor national securities exchange), (iii) failure to maintain our eligibility with our transfer agent and any applicable clearing systems (including DTC) such that the shares cannot be freely transferred when eligible or (iv) our material breach of the agreement. Bill Moreno of Revere has voting and investment control over the shares held by Revere and may be deemed to be the beneficial owner of such shares. Mr. Moreno, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of his pecuniary interest, if any, therein. Except for such agreement and ownership of the shares, and its services as our advisor for our January 2026 direct listing, Revere has not had any material relationship with the Company within the past three years. The business address of Revere is 560 Lexington Avenue, Suite 16B, New York, New York, 10022. |
| (3) | On or about June 9, 2026, the Company entered into a service agreement (the “Vervetria Service Agreement”) with Vervetria Investments Ltd. (“Vervetria”), pursuant to which Vervetria agreed to provide strategic advisory, business development, partnership origination, and market-expansion services in connection with the Company’s growth and accelerated deployment within the European Union. The shares were issued as compensation under the service agreement. Andres Eracleous of Vervetria, has voting and investment control over the shares held by Vervetria and may be deemed to be the beneficial owner of such shares. Mr. Eracleous, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of her pecuniary interest, if any, therein. Except for such service relationship and ownership of the shares, Vervetria has not had any material relationship with the Company within the past three years. The business address of Vervetria is Arch. Makariou III, 214, Ideal Building, Floor 2, Flat/Office 201, 3030, Limassol, Cyprus. |
| (4) | On or about June 9, 2026, the Company entered into a service agreement (the “Sunflower Service Agreement”) with Sunflower Marketing LLC (“Sunflower”), pursuant to which Sunflower agreed to provide strategic marketing, business development, and market expansion services within the global education vertical. The shares were issued as compensation under the service agreement. Rachel Gabriel of Sunflower, has voting and investment control over the shares held by Sunflower and may be deemed to be the beneficial owner of such shares. Ms. Gabriel, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of her pecuniary interest, if any, therein. Except for such service relationship and ownership of the shares, Sunflower has not had any material relationship with the Company within the past three years. The business address of Sunflower is 43 W. 46th Street, Floor 3, New York, NY 10036. |
| (5) | On or about June 9, 2026, the Company entered into a service agreement (the “Dalmasia Service Agreement”) with Dalmasia Ltd (“Dalmasia”), pursuant to which Dalmasia agreed to provide strategic advisory, business development, and operational expansion services. The shares were issued as compensation under the service agreement. Andreas Eracleous of Dalmasia, has voting and investment control over the shares held by Dalmasia and may be deemed to be the beneficial owner of such shares. Mr. Eracleous, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of his pecuniary interest, if any, therein. Except for such service relationship and ownership of the shares, Dalmasia has not had any material relationship with the Company within the past three years. The business address of Dalmasia is 214 Arch. Makariou III, IDEAL BUILDING, 2nd Floor, Office 201, Lemesos, Cyprus 3030. |
| (6) | On or about June 9, 2026, the Company entered into a service agreement (the “Pacific Design Service Agreement”) with Pacific Design Studio LLC (“Pacific Design”), pursuant to which Pacific Design agreed to provide design development, architectural, engineering, and technical drawing services The shares were issued as compensation under the service agreement. Michael Gardner of Pacific Design, has voting and investment control over the shares held by Pacific Design and may be deemed to be the beneficial owner of such shares. Mr. Gardner, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of his pecuniary interest, if any, therein. Except for such service relationship and ownership of the shares, Pacific Design has not had any material relationship with the Company within the past three years. The business address of Pacific Design is 1879 Whitney Mesa Drive, Henderson, Nevada 89014. |
| (7) | On or about June 9, 2026, the Company entered into a service agreement (the “Worldwide Acquisitions Service Agreement”) with Worldwide Acquisitions LLC (“Worldwide Acquisitions”), pursuant to which Worldwide Acquisitions agreed to provide strategic advisory, business development, and solutions-architecture services. The shares were issued as compensation under the service agreement. Chris Makarm of Worldwide Acquisitions, has voting and investment control over the shares held by Worldwide Acquisitions and may be deemed to be the beneficial owner of such shares. Mr. Makarm, however, disclaims any beneficial ownership of the Company’s securities reported herein except to the extent of his pecuniary interest, if any, therein. Except for such service relationship and ownership of the shares, Worldwide Acquisitions has not had any material relationship with the Company within the past three years. The business address of Worldwide Acquisitions is 550 Mary Esther Cut Off NW, Suite 1, Fort Walton Beach, FL 32548. |
| (8) | Eric Lembcke received the shares being registered for resale pursuant to an agreement with the Company, dated November 6, 2025. The shares were issued as compensation under the agreement. Mr. Lembcke has voting and investment control over the shares held by him. Except for such relationship and ownership of the shares, Mr. Lembcke has not had any material relationship with the Company within the past three years. Mr. Lembcke’s mailing address is 6300 N. Sagewood Dr., Ste. H-613, Park City, Utah 84098. |
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The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| ● | a combination of any such methods of sale; and |
| ● | any other method permitted by applicable law. |
The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
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The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the selling stockholders to use commercially reasonable efforts to cause the registration statement to become effective of which this prospectus constitutes a part effective and to remain continuously effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.
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Common Stock
Our authorized common stock consists of 100,000,000 shares of common stock. As of the date of this Prospectus, there are 90,392,857 shares of common stock issued and outstanding.
On June 16, 2026, stockholders holding a majority of our voting power approved the filing of a Certificate of Amendment to increase the number of authorized common stock from 100,000,000 to 300,000,000 shares of common stock. We filed a Preliminary Information Statement on Schedule 14C with the SEC on June 18, 2026, relating to this amendment. The increase in our authorized common stock will become legally effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada, which we intend to file 20 calendar days after the mailing of our definitive information statement, or on or about July 20, 2026. Upon the effectiveness of that amendment, our authorized capital stock will consist of 300,000,000 shares of common stock. The shares of common stock being offered in this prospectus are fully covered by our currently authorized share pool, and this offering is not dependent upon the effectiveness of the pending amendment.
Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders and have cumulative voting rights in the election of directors as provided under Nevada Revised Statutes Section 78.360. All outstanding shares of common stock are fully paid and non-assessable as provided under Nevada Revised Statutes Section 78.211, and the shares of common stock to be issued upon completion of this offering will be fully paid and nonassessable. The holders of common stock have no preferences or rights of cumulative voting, conversion, pre-emptive or other subscription rights. There is no redemption or sinking fund provisions applicable to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs pursuant to Nevada Revised Statutes Chapter 78, holders of common stock will be entitled to share ratably in any of our assets remaining after payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any, in accordance with their respective rights and preferences.
Series B Preferred Stock
In August 2024, the Company established a Series B Preferred Stock (the “Series B Preferred”) and authorized an aggregate of 20,000,000 shares with a par value of $$0.001 per share. As of June 22, 2026, 3,943 shares of Series B Preferred Stock are issued and outstanding. Shares of Series B Preferred Stock have no voting rights and convert into 1 share of common stock of the Company for each share of Series B Stock at the sole discretion of the Board of Directors.
Series C Preferred Stock
In November 2025, the Company established a Series C Super Voting Preferred Stock (the “Series C Preferred”) and authorized an aggregate of 100,000 shares with a par value of $0.001 per share. As of June 22, 2026, 100,000 shares of Series C Preferred are issued and outstanding. All shares of Series C Preferred are owned by SSO, LLC, which is controlled by the Company’s Chief Executive Officer. The Series C Preferred Stock shave no conversion rights and have voting rights equal to 1,000 votes per 1 share of Series C Preferred Stock.
Dividends
It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws to Be in Effect Upon the Completion of This Offering Undesignated Preferred Stock
As discussed above, our board of directors will have the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management.
Board Classification
Our articles of incorporation, which will be in effect upon the completion of this offering, will provide for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
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Differences in Corporate Law Resulting from Our Reincorporation in Nevada
On October 3, 2025, we converted our Delaware incorporation and reincorporated in Nevada. Pursuant to that reincorporation, the rights of our stockholders are governed by the NRS and our Nevada Articles of Incorporation and Bylaws. Nevada law provides a strong statutory business-judgment presumption and broader liability protections for directors and officers than Delaware in several respects, which may make it more difficult for stockholders to prevail in litigation against our directors and officers. Nevada’s decisional law is also less developed than Delaware’s, which could increase uncertainty in the application of corporate law to our affairs. See “Risk Factors-Our reincorporation in Nevada will change the rights of our stockholders and may increase legal uncertainty.”
Our Nevada Articles of Incorporation and Bylaws provide for the exculpation of and indemnification to directors and officers to the fullest extent permitted under the Nevada Revised Statutes (NRS), thereby affording robust protection mechanisms consistent with Nevada law. Cross-references to these provisions may be found in Part II, “Indemnification of Directors and Officers,” and Article VI of the Bylaws. With respect to stockholder rights and corporate records, material differences exist between Nevada and Delaware law, particularly concerning inspection rights and internal affairs doctrine; notably, recent 2025 amendments to the Delaware General Corporation Law (DGCL) have narrowed stockholder books-and-records rights and introduced retroactive limitations, while Nevada maintains a distinct statutory and case law framework. On matters of corporate governance, unless explicitly stated otherwise in the Nevada Articles, cumulative voting shall not apply, and our governing documents expressly disallow cumulative voting-requiring conforming amendments to the Bylaws. Additionally, we have designated Nevada courts as the exclusive forum for all internal corporate claims, and federal courts for claims arising under the Securities Act of 1933, subject to applicable enforceability limitations.
Action by Written Consent; Special Meetings of Stockholders
Our articles of incorporation provide that, from and after the date our current Chief Executive Officer ceases to beneficially own at least 40% of the voting power of our outstanding common stock (the “Trigger Date”), our stockholders may not act by written consent, which may lengthen the amount of time required to take stockholder actions. As a result, following the Trigger Date, a holder controlling a majority of our common stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. In addition, our articles of incorporation provide that, from and after the Trigger Date, special meetings of the stockholders may be called by the chairperson of our board of directors, our Chief Executive Officer, our board of directors, or by stockholders representing at least 10% of the voting power as permitted under NRS 78.310. Following the Trigger Date, stockholders may not call a special meeting of stockholders, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our common stock to take any action, including the removal of directors.
Advance Notice Procedures
Our bylaws establish advance notice procedures with respect to stockholder proposals and stockholder nomination of candidates for election as directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Removal of Directors; Vacancies
Our articles of incorporation provide that directors may be removed from office, with or without cause, by the affirmative vote of stockholders holding at least two-thirds of the voting power of our outstanding common stock, consistent with NRS 78.335. Prior to the Trigger Date, directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding common stock.
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No Cumulative Voting
Because our stockholders will not have cumulative voting rights, stockholders holding a majority of the voting power of the common stock outstanding will be able to elect all of our directors. The absence of cumulative voting makes it more difficult for a minority stockholder to nominate and elect a director to our board of directors in order to influence our board of directors’ decision regarding a takeover or otherwise.
Amendment of Charter and Bylaw Provisions
Our articles of incorporation provide that, following the Trigger Date, the amendment of certain of the provisions of our certificate of incorporation described in this prospectus will require approval by holders of at least two-thirds of the voting power of our outstanding common stock. Our articles of incorporation provide that our board of directors may from time to time adopt, amend, alter, or repeal our bylaws without stockholder approval. The stockholders may adopt, amend, alter, or repeal our bylaws by the affirmative vote of a majority of the voting power of our outstanding common stock (other than certain specified bylaws which, following the Trigger Date, will require the affirmative vote of two-thirds of our outstanding common stock).
The combination of these provisions will make it more difficult for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for another party to effect a change in management.
These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management.
Choice of Forum
Our Amended and Restated Bylaws provide that the state courts of Nevada will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Nevada Revised Statutes; (iv) any action regarding our articles of incorporation or our bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. These provisions will provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Nevada of the enforceability of such exclusive-forum provision. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the forum provisions in our Amended and Restated Bylaws. However, it is possible that a court could find our forum selection provisions to be inapplicable or unenforceable.
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Limitations on Liability and Indemnification of Officers and Directors
The Nevada Revised Statutes authorize corporations to limit or eliminate the personal liability of directors or officers to corporations and their stockholders for monetary damages for breaches of directors’ or officers’ fiduciary duties, subject to certain exceptions. Our articles of incorporation include a provision that eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the Nevada Revised Statutes. The effect of these provisions will be to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director or officer for breach of fiduciary duty as a director or officer, respectively, including breaches resulting from grossly negligent behavior. However, exculpation will not apply to any director or officer if the director or officer has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions, or derived an improper benefit from his or her actions as a director or officer.
Our bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the Nevada Revised Statutes. We also will be expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers, and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance will be useful to attract and retain qualified directors and officers.
The limitation of liability, indemnification, and advancement provisions that will be included in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breaches of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
There is currently no pending material litigation or proceeding involving any of our directors, officers, or employees for which indemnification is sought.
Warrants and Options
The Company currently has 405,092 warrants to purchase common stock at a price of $4.32, 7,700,000 warrants to purchase common stock at a price of $2.45 per share with a cashless exercise, and 385,000 warrants to purchase common stock at a price of $2.695 with no cashless exercise.
Transfer Agent and Registrar
Our transfer agent is VStock Transfer, LLC with an address of 18 Lafayette Place, Woodmere, NY 11598, and a phone number of (212) 828-8436.
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The validity of the shares registered by us under this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP.
The consolidated financial statements of VenHub Global, Inc. as of and for the year ended December 31, 2024, incorporated by reference in this prospectus, have been audited by Rosenberg Rich Baker Berman, P.A., an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, and are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of VenHub Global, Inc. as of and for the year ended December 31, 2025, incorporated by reference in this prospectus, have been audited by Bush & Associates CPA LLC, an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, and are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On May 9, 2025, we received notice from Rosenberg Rich Baker Berman, P.A. (“RRBB”) our independent registered public accounting firm, that they no longer will be our auditors moving forward for 2025.
RRBB’s report of independent registered public accounting firm dated March 28, 2025, except for the effects of the restatement and revisions discussed in Note 2 to the consolidated financial statements to which the date is September 9, 2025, on the VenHub Global Inc.’s consolidated balance sheet as of December 31, 2024 and 2023 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2024 and for the period January 31, 2023 (inception) through December 31, 2023, and the related notes collectively referred to as the financial statements, did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding substantial doubt about our ability to continue as a going concern.
During the period from January 31, 2023 (VenHub Global Inc.’s inception) through December 31, 2024 and the subsequent interim period through May 9, 2025, there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with RRBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of RRBB, would have caused RRBB to make reference thereto in its reports on VenHub Global Inc’s financial statements for such periods. During the period from January 31, 2023 (VenHub Global Inc’s inception) through December 31, 2024 and the subsequent interim period through May 9, 2025, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
We have provided RRBB with a copy of the foregoing disclosures and requested that RRBB furnish us with a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter from RRBB dated September 30, 2025, is filed as Exhibit 16.1 to the registration statement of which this prospectus forms a part.
On May 20, 2025, the Company approved the engagement of Bush & Associates CPA LLC (“Bush”) as our independent registered public accounting firm, effective upon the Auditor Change Effective Date. During the period from January 31, 2023 (VenHub Global Inc.’s inception) through December 31, 2024 and the subsequent interim period through May 9, 2025, neither we, nor anyone acting on our behalf, consulted with Bush regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
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The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 24, 2026; |
| ● | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 12, 2026; |
| ● | Our Current Reports on Form 8-K filed with the SEC on February 12, 2026, February 24, 2026, May 5, 2026, May 21, 2026, and June 9, 2026 (other than any portions thereof deemed furnished and not filed); and | |
| ● | The description of our common stock which is registered under Section 12 of the Exchange Act, in our registration statement Form 8-A, filed on January 27, 2026, including any amendment or reports filed for the purposes of updating this description. |
We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and all documents that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may be made in writing or by telephone at VenHub Global, Inc., 5360 Procyon Street, Las Vegas, NV 89118. Our telephone number is (888) 585-4999.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act for the securities offered by this prospectus. This prospectus does not contain all of the information in the Registration Statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our securities, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.
We file periodic reports under the Exchange Act, including annual quarterly and special reports, and other information with the SEC. These periodic reports and other information are available for inspection and copying on the website of the SEC referred to above. We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our website is not part of this prospectus.
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VENHUB GLOBAL, INC.
6,170,000 shares common stock
Prospectus
, 2026
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. We will pay all such expenses.
| Securities and Exchange Commission Registration Fee | $ | 1,005.45 | ||
| Audit Fees and Expenses | $ | 5,000 | ||
| Legal Fees and Expenses | $ | 0 | ||
| Transfer Agent and Registrar Fees and Expenses | $ | 3,000 | ||
| Miscellaneous Expenses | $ | 2,000 | ||
| Total | $ | 11,005.45 |
| * | Estimate Only |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under NRS 78.138(7), unless the officers and directors of the Company are indemnified as provided by the Nevada Revised Statutes (NRS). Unless specifically limited by a corporation’s Articles of Incorporation, Nevada law automatically provides directors with immunity from monetary liabilities. The Company’s Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:
| a. | acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; |
| b. | a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; |
| c. | a transaction from which the director derived an improper personal profit; and |
| d. | willful misconduct. |
The Articles of Incorporation provide that the Company will indemnify its officer, director, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under Nevada Revised Statutes (NRS) Chapter 78, particularly NRS 78.7502, against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right, which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken in good faith on behalf of the Company.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the period from July 1, 2023 through July 1, 2026 (the “Reporting Period”), we issued the following unregistered securities. Unless otherwise indicated, share amounts are presented on an as-issued basis.
Issuances for Services Rendered (Section 4(a)(2))
From July 1, 2023 through July 1, 2026, we issued an aggregate of 18,244,321 shares of common stock to consultants and other service providers as consideration for bona fide services (the “SR Issuances”).
These issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering. Each recipient represented investment intent, had access to information necessary to make an informed investment decision, and was sophisticated within the meaning of the federal securities laws. No general solicitation or general advertising was used. The shares are “restricted securities” under Rule 144; appropriate restrictive legends and stop-transfer instructions were, or will be, applied.
Private Placements for Cash (Rule 506(b))
In June 2025, we completed a private placement of Units, each Unit consisting of two (2) shares of common stock and one (1) warrant to purchase one share of common stock. We sold 405,092 Units at $8.64 per Unit for gross proceeds of $3,500,000. The accompanying warrants carry a $4.32 per-share exercise price and are otherwise on customary private-placement terms. In total, the Unit sale resulted in the issuance of 810,184 shares of common stock and 405,092 warrants.
These sales were made in reliance on Rule 506(b) of Regulation D. We did not use general solicitation or advertising. All purchasers were (or were represented to be) accredited investors within the meaning of Rule 501(a). Each purchaser represented investment intent and was afforded access to information necessary to make an informed investment decision. Certificates or book-entry statements bear appropriate restrictive legends, and stop-transfer instructions were issued. We have filed or will file a Form D and make any required state notice filings.
Use of proceeds: All cash proceeds from this financing were used to purchase parts and accessories for VenHub Smartstore testing and units for sale, consistent with our financial statement disclosures.
February 2026 Private Placement (Section 4(a)(2) / Rule 506)
On February 10, 2026, we entered into a securities purchase agreement with an institutional investor for the sale of 7,700,000 shares of common stock at $2.45 per share and warrants to purchase up to 7,700,000 additional shares of common stock at an exercise price of $2.45 per share, for aggregate gross proceeds of $18,865,000. The offering closed on February 12, 2026. In connection with the offering, we issued warrants to purchase 385,000 shares of common stock to A.G.P./Alliance Global Partners, as placement agent, at an exercise price of $2.695 per share. These securities were issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder; no general solicitation or general advertising was used, and appropriate restrictive legends and stop-transfer instructions were applied.
Issuance Pursuant to Settlement with TGAA (Section 4(a)(2))
On May 15, 2025, we issued 3,462,375 shares of common stock to the TGAA parties in connection with a settlement agreement (the “TGAA Settlement”). Under that agreement, the TGAA parties agreed to forfeit 100,000 shares to treasury upon a direct listing of our common stock, resulting in 3,362,375 shares held by the TGAA parties upon listing. These securities were issued in reliance on Section 4(a)(2) of the Securities Act; no fairness hearing occurred. No general solicitation or general advertising was used. Certificates or book-entry statements bear appropriate restrictive legends, and the shares are subject to transfer restrictions.
Regulation CF - Series B Preferred
Beginning in April 2024, we conducted a Regulation CF offering of our Series B Preferred Stock, under which we sold 675,015 shares of Series B Preferred for aggregate proceeds of $2,735,670.99 at an average price of $4.05 per share. Prior to receiving payment, 3,943 of those shares were issued, for which the Company never received payment. The Series B Preferred converts into common stock on a 1:1 basis on November 14, 2025 (conversion solely for illustration of potential dilution; the sales reported here were the unregistered Reg CF sales of preferred shares).
Use of proceeds: Amounts raised under Regulation CF were used to purchase parts and accessories for VenHub Smartstore testing and units for sale.
Additional Information Applicable to All Unregistered Sales
Except as described above, no underwriters were involved in the foregoing transactions, and no underwriting discounts or commissions were paid by us (other than any ordinary 506(b) placement-agent compensation, if applicable, which would be disclosed in our financial statements or a subsequent amendment). The foregoing offers and sales were made without registration under the Securities Act, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. We believe the above transactions were exempt from registration as noted, did not involve a public offering, and were conducted in compliance with applicable state securities (“blue sky”) laws.
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ITEM 16. EXHIBITS and Financial Statement Schedules
(a) Exhibits
See the Exhibit Index List below, which is incorporated by reference herein.
| * | Filed here within |
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Item 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
| 1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: |
| a) | Include any prospectus required by Section 10(a)(3) of the Securities Act; |
| b) | Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| c) | Include any additional or changed material information on the plan of distribution. |
| 2) | To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new Registration Statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof. |
| 3) | To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remain unsold at the termination of the offering. |
| 4) | This Registration Statement relates solely to the resale of securities by the selling stockholders identified herein and does not relate to a primary offering of securities by the undersigned Registrant. Accordingly, the undertaking set forth in Item 512(a)(6) of Regulation S-K applicable to primary offerings is not applicable to this Registration Statement. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada on the 1st day of July, 2026.
| VenHub Global, Inc. | ||
| By: | /s/ Shahan Ohanessian | |
| Name: | Shahan Ohanessian | |
| Title: | Chief Executive Officer,
Director (Principal Executive Officer) | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shahan Ohanessian, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of VenHub Global, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Shahan Ohanessian | Chief Executive Officer | July 1, 2026 | ||
| Shahan Ohanessian | (Principal Executive Officer) | |||
| /s/ Matt Hidalgo | Chief Financial Officer |
July 1, 2026 | ||
| Matt Hidalgo | (Principal Financial
Officer and Principal Accounting Officer) |
|||
| /s/ Shoushana Ohanessian | Chairwoman | July 1, 2026 | ||
| Shoushana Ohanessian | ||||
| Director | July 1, 2026 | |||
| Nader Kabbani | ||||
| /s/ Jeffrey Rubin | Director | July 1, 2026 | ||
| Jeffrey Rubin | ||||
| /s/ Chantal Wessels | Director | July 1, 2026 | ||
| Chantal Wessels |
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Exhibit 5.1
July 1, 2026
VenHub Global, Inc.
5360 Procyon Street
Las Vegas, NV 89118
Re: Common Stock registered under Registration Statement on Form S-1
Ladies and Gentlemen:
VenHub Global, Inc., a Nevada corporation (the “Company”), has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 6,170,000 shares of our common stock, par value $0.0001 per share (the “Shares”), for resale by the selling stockholders named in the prospectus contained in the Registration Statement. The Shares consist of (i) 5,470,000 shares of common stock currently issued and outstanding (the “Issued Shares”) and (ii) 700,000 shares of common stock (the “Remaining Shares”) issuable following the effectiveness of the Registration Statement pursuant to a time-based vesting schedule to one of the selling stockholders (the “Remaining Stockholder”).
We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional qualifications set forth below, we advise you that, in our opinion, as of the date hereof, (i) the Issued Shares have been validly issued, fully paid and are non-assessable, and (ii) the Remaining Shares, subject to the effectiveness of the Registration Statement, when issued and delivered by the Company pursuant to the terms of the Company’s agreement with the Remaining Stockholder, will be validly issued, fully paid and non-assessable.
The opinions expressed in this opinion letter are limited to Chapter 78 of the Nevada Revised Statutes and the reported judicial decisions interpreting such statute and provisions and the laws of the state of New York and the federal laws of the United States of America. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws of the State of Nevada; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference Carmel LLP | |
| Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS | 26TH FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 10.7
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of June 3, 2026 (the “Effective Date”) by and between (i) VenHub Global, Inc. (the “Company”), with an address at 518 E. Fair Oaks Avenue, Pasadena, California, 91105 and (ii) Revere Securities LLC (“Revere”), with an address at 560 Lexington Avenue, Suite 16B, New York, New York, 10022 . The Company and Revere may be individually referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, as of January 30, 2026, VenHub has been a publicly traded corporation subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market LLC (“Nasdaq”);
WHEREAS, prior to being listed on the Nasdaq, on June 23, 2025, the Parties entered into a letter of engagement (“Engagement Letter”) in which VenHub engaged Revere as the Company’s US NASDAQ stock market direct listing incubation and sponsorship advisor and the Company’s public listing consultant. The fee to be paid by VenHub to Revere as set forth in the Engagement Letter was a fixed fee of $1,000,000 USD, payable in the equivalent number of shares based on the Direct Listing price per share that shall be subject to a 6 month lock-up, a cash fee of $5,000, and reimbursable expenses capped at $125,000;
WHEREAS, on January 30, 2026, VenHub went public through a direct listing on Nasdaq (the “Direct Listing”);
WHEREAS, subsequent to the date of the Direct Listing, there was a dispute as to the compensation due to Revere, with Revere claiming to be owed an additional 1,100,000 shares of VenHub stock, and VenHub denying same;
WHEREAS, a dispute arose in a pre-litigation context, and no civil action, arbitration, or other formal proceeding has been filed by either Party concerning the issues raised herein;
WHEREAS, the Parties, sophisticated entities each with separate counsel advising them, have engaged in arm’s-length negotiations to resolve the dispute without the need for litigation;
WHEREAS, the Parties intend for this Agreement to constitute a full and final settlement of the dispute and to avoid the burden, expense, and uncertainty of further litigation or proceedings.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Settlement and Release of Claims. In full settlement of claims relating to compensation pursuant to the Engagement Letter, the Company agrees to issue to Revere an aggregate of Seven Hundred Thousand (700,000) shares (“Securities”) of the Company’s common stock (the “Settlement Shares”) which shall constitute “restricted securities” under the Securities Act of 1933, as amended. The Settlement Shares shall be issued as follows:
a. Registration of Settlement Shares. The Company shall, within 20 days following the Execution Date, file with the Securities and Exchange Commission a registration statement on Form S-1 (or Form S-3, if available) covering the resale by Revere of all 700,000 Settlement Shares. The Company shall use commercially reasonable efforts to: (i) cause such registration statement to be declared effective as promptly as practicable; and (ii) keep such registration statement continuously effective and available for use, including by filing any required amendments or supplements, while any part of the Share Issuance is outstanding All registration expenses shall be borne by the Company.
b. Share Issuance. The Settlement Shares shall be issued to Revere pursuant to the following leak out schedule: (i) 50,000 shares on the effective date of registration (the “Registration Date”) of the Securities where the Company shall deliver or take steps to cause to deliver by DTC unrestricted shares within two (2) business days of eligibility; (iii) 50,000 shares thirty (30) days after the Registration Date ; (iii) 100,000 shares sixty (60) days after the Registration Date; (iv) 75,000 shares one hundred and twenty (120) days the Registration Date; (v) 75,000 shares one hundred and fifty (150) days after registration; (vi) 50,000 shares one hundred and eighty (180) days after the Registration Date; (vii) 50,000 shares two hundred and ten (210) days after the Registration Date; (viii) 50,000 shares two hundred and forty (240) days after the Registration Date; (ix) 50,000 shares two hundred and seventy (270) days after the Registration Date; (x) 50,000 shares three hundred (300) days after the Registration Date; and (xi) 100,000 shares three hundred and thirty (330) days after the Registration Date.
c. Pre-Signed Transfer Agent Instruction Letter. Upon execution of this Agreement the Company shall deliver to Revere a pre-signed, irrevocable transfer agent instruction letter, executed by the Company and addressed to its transfer agent in the form set forth as Exhibit 1, hereto. The instruction letter shall (i) authorize the transfer agent to issue the Settlement Shares via DWAC or otherwise in book-entry form; (ii) authorize the transfer agent to process transfers of the Settlement Shares without further consent, instruction, or action by the Company; and (ii) not be rescinded, revoked, or modified by the Company without the prior written consent of Revere. The Company shall cooperate fully with its transfer agent and Revere in the implementation of the Instruction Letter, including providing any supporting documentation or confirmations reasonably requested by the transfer agent in connection with the removal of legends or transfer of the Settlement Shares.
d. Acceleration of Additional Issuance. Notwithstanding section 1(b), all outstanding Settlement Shares not yet provided to Revere shall immediately be released to Revere upon the earliest of any: (i) change of control of the Company; (ii) the Company’s Common Stock is delisted from, or suspended from trading on, The Nasdaq Stock Market (or any successor national securities exchange); (iii) the Company fails to maintain its eligibility with its transfer agent and any applicable clearing systems (including DTC) such that the Settlement Shares cannot be freely transferred when eligible; or (iv) a material breach by the Company of the terms of this Agreement. Upon the occurrence of any of the foregoing events, the accelerated issuance of the remaining shares set forth in 1(b) above shall be automatically and immediately released to Revere without any further action by the Company or any other person.
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e. In accordance with paragraph 3.14 of the Engagement Agreement, Venhub shall pay Revere expenses associated with the Direct Listing in the amount of $119,000 as follows: (a) $100,000 on behalf of Revere’s counsel fees ; and (b) $19,000 on behalf of Revere’s out of pocket expenses Payment of the expenses set forth herein shall be sent within two business days after this Agreement is executed by the Parties. Said payments shall be sent by overnight mail, next day delivery, with the tracking numbers to be provided to counsel for Revere via email at barry@bordetskylaw.com.
2. Securities Compliance and Exemption. The Parties acknowledge and agree that the Settlement Shares are being issued in a transaction not involving a public offering in reliance upon exemptions from registration under the Securities Act, including Section 4(a)(2) and/or Rule 506 of Regulation D, that the issuance is made in connection with a bona fide settlement of claims, which further supports exemption availability.
a. Accredited Institutional Investor Status. Revere represents that it is a FINRA Registered Broker-Dealer and banker, and an “accredited investor” within the meaning of Rule 501(a) of Regulation D, and as such capable of evaluating the merits and risks of an investment in the Settlement Shares; and
b. Investment Intent. Revere is acquiring the Settlement Shares for its own account and agrees as part of the settlement that it shall not short any of the Settlement Shares, subject to Paragraph 6 below.
3. Cash Penalty For Failure of Company to Comply With Registration Requirement. If the Company fails to file the registration statement within the 20 days (as set forth in paragraph 1(a) above) then the Company shall pay Revere liquidate damages equal to the greater of $25,000 or ten (10%) percent of the aggregate value of the Settlement Shares per month, accruing monthly (based upon a pro rata daily calculation), payable in cash to Revere, and continuing until the registration statement is filed.
4. Listing and Maintenance Requirements. After registration, the Company will take no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Securities under the Exchange Act nor will the Company receive any notification that the Commission is contemplating terminating such registration. The Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Securities will be eligible for electronic transfer through an established clearing corporation/transfer agent and the Company is current in payment of the fees to the established clearing corporation/transfer agent in connection with such electronic transfer. The issuance of the Securities hereunder does not contravene the rules and regulations of Nasdaq or SEC.
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5. Company Covenants. The Company shall:
a. No Impairment. Not take any action intended to delay or restrict Revere’s receipt of the Settlement Shares from the transfer agent, issue any stop transfer instructions inconsistent with this Agreement, restrict Revere’s ability to resell the Settlement Shares, nor shall it impose any contractual lock-up beyond securities law requirements;
b. Good Standing. Remain in good standing with Nasdaq and the SEC and maintain reporting compliance, and ensure Settlement Shares are DWAC eligible as soon as legally permissible.
6. Revere Represents and Warrants – No Shorting. Revere represents and warrants that it did not, either on its own or through a customer account, short VenHub’s stock from the date of the Direct Listing through the date of this agreement, and that it will not short VenHub stock for its own account while any part of the Share Issuance is outstanding.
7. No Admission. This Agreement shall not be considered as an admission of liability by either Party and by entering into this Agreement, neither Party has admitted the validity of any informal demands, claims or defenses.
8. Release. In consideration for the execution and delivery of, and the releases given in this Agreement by the Parties, each Party for itself, and on behalf of its parents, subsidiaries, affiliates, and each of their respective past, current and future respective officers, directors, trustees, employees, representatives and agents, predecessors, successors, and assigns, hereby forever irrevocably releases the other and its respective for itself, and on behalf of its parents, subsidiaries, affiliates, and each of their respective past, current and future respective officers, directors, trustees, employees, representatives and agents, predecessors, successors, and assigns, from any and all past or present legal, equitable or other claims, counterclaims, actions, causes of action, demands, setoffs, defenses, accounts, suits, grievances, debts, sums of money, reckoning, controversies, bonds, bills, specialties, covenants, agreements, promises, variances, trespasses, damages, costs, expenses, executions, judgments, findings, controversies and disputes, and any past or present duties, responsibilities or obligations, including attorneys’ fees and remedies of any type, whether by contract, tort, statute or otherwise in each case whether known or unknown of any kind or nature whatsoever which any of the Parties now has or has ever had or may have from the beginning of time until the date each Party executes this Agreement. Notwithstanding the foregoing, this Release does not apply to: (a) claims by a Party that arise after the date of this Agreement; and (b) the enforcement of the terms of this Agreement.
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9. Entire Agreement; Modifications; Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it. This Agreement supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties as it relates to payment to Revere for services rendered pursuant to the Engagement Letter. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
10. Choice of Law; Dispute Resolution. The subject matter of this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its choice of law principles), and to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts located in New York, New York for resolution of all disputes arising out of, in connection with, or by reason of the interpretation, construction, and enforcement of this agreement, and hereby waive the claim or defense therein that such courts constitute an inconvenient forum, venue or lack of jurisdiction. As a material inducement for this agreement, each party specifically waives the right to trial by jury of any issues so triable and further agrees service of process or any notices may be effectuated by overnight mail.
11. Attorney’s Fees. Should any Party hereto employ an attorney for the purpose of enforcing this Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other Party or Parties thereto reimbursement for all reasonable attorneys’ fees and all reasonable costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The “prevailing party” means the party determined by the court to most nearly prevail and not necessarily the one in whose favor a judgment is rendered.
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12. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect. If any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If any compensation provision is deemed unenforceable or illegal, then in the case of the delivery of common stock to Revere, Revere shall be entitled to receive a cash benefit equal to the value of the common stock that would have been tendered had such a provision not been illegal or unenforceable.
13. Execution of the Agreement. The Company, the party executing this Agreement on behalf of the Company and Revere have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and Revere of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and Revere and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. The Parties hereby acknowledge that: (i) each is represented by counsel and discussed the content of each paragraph of this Agreement and was provided an explanation by each respective attorney of the consequences of entering into this Agreement; and (ii) each of the Parties freely, voluntarily, and knowingly entered into this Agreement.
14. Joint Drafting and Exclusive Agreement. This Agreement is the only Agreement executed by and between the Parties related to the matters described herein. There are no additional oral agreements or other understandings related to the matters described herein. This Agreement shall be deemed to have been drafted jointly by the Parties hereto, and no inference or interpretation against any one Party shall be made solely by virtue of such Party allegedly having been the draftsperson of this Agreement. The Parties have each conducted sufficient and appropriate due diligence with respect to the facts and circumstances surrounding and related to this Agreement. The Parties expressly disclaim all reliance upon, and prospectively waive any fraud, misrepresentation, negligence or other claim based on information supplied by the other Party, in any way relating to the subject matter of this Agreement.
15. Counterparts. If this Agreement is executed in counterparts, each counterpart shall be deemed an original, and all counterparts so executed shall constitute one Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not a signatory to the same counterpart. Facsimile, DocuSign and PDF signatures shall be deemed originals.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates set forth below.
| VenHub Global Inc. | ||
| By: | /s/ Shahan Ohanessian | |
| Print Name: | Shahan Ohanessian | |
| Print Title: | Chief Executive Officer | |
| Revere Securities LLC | ||
| By: | /s/ Bill Moreno | |
| Print Name: | Bill Moreno | |
| Print Title: | ||
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Exhibit 1
[COMPANY LETTERHEAD]
Via Email and Overnight Delivery
[Transfer Agent Name]
[Address]
[Email]
Re: Irrevocable Transfer Agent Instructions
Ladies and Gentlemen:
Reference is made to that certain Settlement Agreement dated June 3, 2026 (the “Agreement”) between VenHub Global Inc. (the “Company”), and Revere Securities LLC (“Revere”). This letter shall serve as the Company’s irrevocable instructions to you as transfer agent for the Company (the “Transfer Agent”) with respect to certain shares of the Company’s common stock issued or to be issued to the Revere in accordance with this letter and Exhibit A hereto.
1. AUTHORIZATION TO ISSUE SHARES
You are hereby authorized and directed to:
| · | Issue in the name of Revere (or its designees) an aggregate of 700,000 shares of common stock (the “Shares”) and effectuate the transfer of the Shares to Revere (or its designees) in accordance with the schedule set forth in Exhibit A attached hereto, |
| · | Reflect such issuances in book-entry form (or certificates if requested). |
2. IRREVOCABLE INSTRUCTIONS
Upon receipt by you of a demand from either Revere or the Company for the issuance of shares in accordance with the schedule set forth in Exhibit A attached hereto, you are hereby irrevocably authorized and instructed, without any further consent from the Company, to:
| · | Deliver such shares via DWAC or other electronic transfer to the account designated by Revere; and |
| · | The Company hereby waives any right to object to such transfers |
3. NO FURTHER COMPANY CONSENT REQUIRED
You are expressly authorized to rely on this letter and shall not require any further instruction, consent, or confirmation from the Company to remove legends, process transfers or effect DWAC deliveries to Revere.
4. DWAC ELIGIBILITY
The Company hereby confirms that it shall maintain eligibility for DWAC processing; and you are authorized to process DWAC deposits and withdrawals for the Shares.
5. STOP TRANSFER INSTRUCTIONS
Notwithstanding any prior instructions you shall not implement or maintain any stop transfer restrictions inconsistent with this letter. Any conflicting instructions from the Company are hereby withdrawn and superseded by this letter.
6. IRREVOCABILITY
This letter is irrevocable, shall be binding upon the Company and its successors and assigns and may not be amended, modified, or rescinded without the prior written consent of Revere.
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7. RELIANCE
You are entitled to rely conclusively on this letter and assume that the Agreement remains in effect unless notified otherwise by Revere.
8. GOVERNING LAW
This letter shall be governed by the laws of the State of New York. Any disputes that relate or refer to this letter shall be brought solely in a court of competent jurisdiction in New York County, New York, with all parties waiving jurisdiction, venue or forum defenses.
8. FEES
The Company will bear all the Transfer Agent’s processing fees in connection with the issuance of the Shares.
9. LEGAL OPINION
So long as you have previously received confirmation from the Company (or Revere’s counsel) that the Shares have been registered under the Securities Act of 1933, as amended, or otherwise may be sold pursuant to an applicable exemption without any restriction and the Company or its counsel or Rever’s counsel provides an opinion of counsel reasonably acceptable to you to that effect, such Shares should be transferred electronic form or in certificated form at the option of Revere without any legend which would restrict the transfer of the Shares.
Please acknowledge your agreement to act in accordance with these instructions by signing below.
| Sincerely, | ||
| VenHub Global Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| ACKNOWLEDGED AND AGREED: | ||
| [TRANSFER AGENT NAME] | ||
| By: | ||
| Name: | ||
| Title: | ||
| ACKNOWLEDGED (FOR BENEFIT): | ||
| Revere Securities LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
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EXHIBIT A
Share Issuance Schedule
The following shares of common stock of VenHub Global Inc. shall be issued to the following recipients on the dates indicated below:
Recipient: Revere Securities LLC (or its designees)
Total Shares: 700,000 shares of common stock
Issuance Schedule:
| Date of Issuance | Number of Shares to be Issued |
| [ ], 20261 | 50,000 |
| [ ], 20262 | 50,000 |
| [ ], 20263 | 100,000 |
| [ ], 20264 | 75,000 |
| [ ], 20265 | 75,000 |
| [ ], 20266 | 50,000 |
| [ ], 20277 | 50,000 |
| [ ], 20278 | 50,000 |
| [ ], 20279 | 50,000 |
| [ ], 202710 | 50,000 |
| [ ], 202711 | 100,000 |
| 1 | To be the effective date of registration statement (the “Registration Date”) |
| 2 | To be 30 days after the Registration Date |
| 3 | To be 60 days after the Registration Date |
| 4 | To be 90 days after the Registration Date |
| 5 | To be 120 days after the Registration Date |
| 6 | To be 150 days after the Registration Date |
| 7 | To be 180 days after the Registration Date |
| 8 | To be 210 days after the Registration Date |
| 9 | To be 240 days after the Registration Date |
| 10 | To be 270 days after the Registration Date |
| 11 | To be 300 days after the Registration Date |
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Exhibit 10.8
CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Vervetria Investments Ltd (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
1. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (and any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), unless earlier terminated pursuant to Section 10 of this Agreement. Upon expiration of the Term, this Agreement shall terminate automatically and shall not renew unless the parties mutually agree in writing to extend or renew the Agreement. Consultant’s obligations set forth in Sections 5 through 13, inclusive, shall survive termination or expiration of this Agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
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4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, material non-public information regarding the Company’s securities, and any information concerning the Company’s investors, prospective investors, or capital markets activities. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company. Consultant’s confidentiality obligations shall continue (a) in perpetuity with respect to trade secrets, and (b) for a period of five (5) years following termination of this Agreement with respect to all other Proprietary Information.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before termination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
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7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent itself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
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(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. Consultant shall not, during the term of this Agreement, provide substantially similar advisory services to any direct competitor of the Company in the autonomous retail, unmanned retail, smart vending, or AI-powered retail automation sector. Except for the foregoing restriction, this Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Proprietary Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consultant shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
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9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company at any time with or without cause by providing written notice to the Consultant, or by the Consultant upon at least thirty (30) days prior written notice to the Company, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that its services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
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(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties, and subject to the limitations set forth in Section 8(b).
(d) If, at the time of enforcement of this Section, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Securities Law Compliance. Consultant acknowledges that the Company is a publicly traded corporation listed on The Nasdaq Stock Market LLC and subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq. Consultant represents, warrants, and covenants that:
(a) Regulation FD. Consultant shall comply with Regulation FD promulgated by the SEC. Consultant shall not, without the prior written authorization of the Company’s Legal Department or General Counsel, disclose to any person or entity any material non-public information regarding the Company learned in the course of performing the Consulting Services. Consultant shall coordinate all communications regarding the Company with the Company’s Investor Relations function and, where appropriate, legal counsel.
(b) Insider Trading. Consultant acknowledges receipt and understanding of the Company’s Insider Trading Policy and agrees to comply with such policy as if Consultant were an employee of the Company. Consultant shall not, directly or indirectly, trade in the Company’s securities (or in the securities of any other company about which Consultant has obtained material non-public information through the Consulting Services) while in possession of material non-public information, and shall observe all blackout periods and pre-clearance requirements applicable to the Company’s officers, directors, and designated insiders.
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(c) No Broker-Dealer Activity. Consultant represents and warrants that Consultant is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or under the laws of any state. Consultant shall not (i) effect any transaction in the Company’s securities, (ii) receive any transaction-based compensation, (iii) directly solicit investors to purchase the Company’s securities, or (iv) negotiate the terms of any securities transaction on behalf of the Company. Consultant’s role is strictly advisory; any actual capital markets transactions shall be conducted by appropriately licensed broker-dealers, placement agents, or investment banks.
(d) No Touting or Promotion. Consultant shall not engage in any form of paid promotion, touting, or public recommendation of the Company’s securities. If Consultant publishes or distributes any public communication concerning the Company or its securities (including on social media), Consultant shall (i) coordinate with the Company in advance, (ii) make all disclosures required under Section 17(b) of the Securities Act of 1933 regarding any compensation received from the Company, and (iii) include such disclaimers as the Company may reasonably require.
(e) Public Statements. Consultant shall not make any public statement, press release, social media post, or communication with any analyst, journalist, or investor regarding the Company or its securities without the prior written approval of the Company’s Legal Department.
(f) Cooperation with Investigations. Consultant shall cooperate fully with the Company in connection with any inquiry, investigation, or proceeding by the SEC, FINRA, Nasdaq, or any other regulatory authority arising out of or relating to the Consulting Services.
(g) Indemnification for Securities Violations. Notwithstanding anything to the contrary in Section 9, Consultant shall indemnify and hold the Company harmless from any losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from Consultant’s breach of this Section 12, and the limitation of liability set forth in Section 9 shall not apply to such breach.
13. Miscellaneous Provisions.
(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
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(b) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(c) Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by Consultant without the Company’s prior written consent. The Company may freely assign this Agreement to any affiliate, successor, or acquirer without Consultant’s consent. A change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 13(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested.
If to Company:
VenHub Global, Inc.
Attn: Legal Department of VenHub
5360 Procyon Street
Las Vegas, NV 89118
Email: Legal@VenHub.com
If to Consultant:
Vervetria Investments Ltd
Attn: Elena Georgiadou
Email: info@vervetria.com
(e) Entire Agreement. Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
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(f) Equitable Relief. Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile, DocuSign, and PDF signatures shall be deemed originals.
(h) No Waiver. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay in exercising any power, right, privilege or remedy, shall operate as a waiver thereof. No waiver shall be binding unless executed in writing by the Party making the waiver.
(i) Dispute Resolution; Arbitration. Any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that either party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative, class, or collective proceeding. Notwithstanding the foregoing, either party may seek temporary injunctive or equitable relief in any court of competent jurisdiction located in Clark County, Nevada in connection with (i) any breach or threatened breach of confidentiality, Proprietary Information, or non-solicitation obligations, (ii) any breach or threatened breach of Section 12 (Securities Law Compliance), or (iii) protection of intellectual property rights, pending the appointment of an arbitrator and resolution of the dispute through arbitration. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party. This Section 13(i) and the arbitration requirement shall survive any termination of this Agreement.
(j) Further Assurances. The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary to carry out the intent and purposes of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the Effective Date set forth below.
| “COMPANY” | “CONSULTANT” | |||
| VenHub Global, Inc., a Nevada corporation | Vervetria Investments Ltd | |||
| By: | /s/ Shahan Ohanessian | By: | /s/ Elena Georgiadou | |
| Name: | Shahan Ohanessian | Name: | Elena Georgiadou | |
| Title: | Chief Executive Officer | Title: | Authorized Representative | |
| Date: | June 9, 2026 | Date: | June 9, 2026 | |
| Email: info@vervetria.com | ||||
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EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consultant: Vervetria Investments Ltd
Position: European Union Market Expansion & Strategic Partnerships Consultant (Independent Contractor)
Consulting Services
Consultant shall provide strategic advisory, business development, partnership origination, and market-expansion services to the Company in connection with the Company’s growth and accelerated deployment within the European Union (the “EU”). Consultant shall leverage its established relationships within EU retail partner networks and EU banking and financial institutions to support VenHub’s rapid market expansion, partnership development, and infrastructure deployment across EU member states. Consultant’s responsibilities shall include, without limitation, the following:
1. EU Market Entry & Strategic Expansion Planning
| ● | Develop and execute a comprehensive EU market entry and expansion strategy for VenHub’s autonomous retail platform, with prioritization of high-opportunity EU member states based on regulatory environment, retail infrastructure, consumer demand, and partnership readiness. |
| ● | Provide strategic intelligence on EU retail market trends, consumer behavior, competitive landscape, and emerging opportunities relevant to VenHub’s deployment model. |
| ● | Advise on jurisdiction-specific market-entry considerations, including localization, regulatory compliance, labor and tax structuring, and pricing strategy. |
2. Retail Partner Network Development
| ● | Identify, qualify, and originate strategic partnership opportunities with leading EU retail chains, convenience store networks, fuel and travel retail operators, transit hubs, hospitality groups, and shopping center operators. |
| ● | Facilitate direct introductions and lead negotiations between VenHub leadership and senior decision-makers at target retail partner organizations. |
| ● | Support the structuring of master partnership agreements, multi-site rollout frameworks, and revenue-share or licensing arrangements with EU retail partners. |
| ● | Coordinate pilot deployments and proof-of-concept programs with EU retail partners to accelerate the path to full-scale, multi-site institutional rollouts. |
3. EU Banking & Financial Institution Relationships
| ● | Leverage existing relationships with EU banking institutions, payment processors, and financial partners to support VenHub’s operational, treasury, and payment infrastructure needs across the EU. |
| ● | Facilitate the establishment of EU-based merchant accounts, banking relationships, and settlement infrastructure necessary for VenHub’s EU operations. |
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| ● | Advise on EU-specific payment acceptance frameworks, including SEPA, PSD2/PSD3 compliance, instant payment standards, and integration with regional payment methods and digital wallets. |
| ● | Support introductions to EU-based financial institutions for potential financing, working capital, or capital markets opportunities that may accelerate VenHub’s EU expansion. |
4. Regulatory & Compliance Navigation
| ● | Provide guidance on EU regulatory and compliance considerations applicable to VenHub’s deployments, including GDPR data privacy, consumer protection regulations, food safety and labeling standards, and member-state-specific licensing requirements. |
| ● | Coordinate with EU legal, regulatory, and tax advisors as needed to support compliant and efficient market entry. |
| ● | Advise on cross-border operating structures, VAT considerations, and corporate structuring options to optimize VenHub’s EU expansion. |
5. Strategic Introductions & Relationship Stewardship
| ● | Facilitate high-level introductions to EU industry executives, trade associations, government and economic development authorities, and strategic ecosystem participants that may support or accelerate VenHub’s EU presence. |
| ● | Represent VenHub at relevant EU industry conferences, trade shows, and partnership events to build brand awareness and originate new opportunities. |
| ● | Develop and steward long-term relationships within the EU retail and financial services ecosystem to support recurring deployments, multi-country rollouts, and ongoing partnership opportunities. |
6. Strategic Reporting & Advisory Support
| ● | Deliver periodic strategic updates and progress reports to the Company’s leadership regarding EU market development, pipeline status, partnership milestones, and emerging opportunities. |
| ● | Provide ongoing strategic counsel to executive management on EU growth priorities, resource allocation, and partnership decision-making. |
| ● | Support special projects related to EU expansion, partnership integration, and rapid market deployment as requested by the Company. |
Compensation
Stock Compensation: As full and complete compensation for the Consulting Services to be performed under this Agreement, the Company shall issue to Consultant Two Million (2,000,000) shares of the Company’s common stock (NASDAQ: VHUB) (the “Shares”). The Shares shall be issued in the name of Vervetria Investments Ltd, shall be deemed earned and fully vested upon execution of this Agreement, and shall be delivered to Consultant within a reasonable period following the Effective Date, subject to applicable securities laws, the Company’s Insider Trading Policy, and the issuance procedures of the Company’s transfer agent. The Shares shall be issued from the Company’s treasury or duly authorized share reserve and shall constitute the sole and entire compensation owed to Consultant under this Agreement. Consultant acknowledges that the Shares may be issued as restricted securities and may bear customary restrictive legends in accordance with applicable U.S. federal and state securities laws.
No Additional Compensation: Consultant acknowledges and agrees that the Shares constitute Consultant’s complete compensation under this Agreement, and no additional cash, equity, fees, commissions, bonuses, or other consideration of any kind shall be owed by the Company to Consultant in connection with the Consulting Services, whether during the term of this Agreement or thereafter.
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Exhibit 10.9
CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Sunflower Marketing LLC (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
1. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (and any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), unless earlier terminated pursuant to Section 10 of this Agreement. Upon expiration of the Term, this Agreement shall terminate automatically and shall not renew unless the parties mutually agree in writing to extend or renew the Agreement. Consultant’s obligations set forth in Sections 5 through 13, inclusive, shall survive termination or expiration of this Agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
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4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, material non-public information regarding the Company’s securities, and any information concerning the Company’s investors, prospective investors, or capital markets activities. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company. Consultant’s confidentiality obligations shall continue (a) in perpetuity with respect to trade secrets, and (b) for a period of five (5) years following termination of this Agreement with respect to all other Proprietary Information.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before termination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
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7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent itself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
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(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. Consultant shall not, during the term of this Agreement, provide substantially similar advisory services to any direct competitor of the Company in the autonomous retail, unmanned retail, smart vending, or AI-powered retail automation sector. Except for the foregoing restriction, this Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Proprietary Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consultant shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
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9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company at any time with or without cause by providing written notice to the Consultant, or by the Consultant upon at least thirty (30) days prior written notice to the Company, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that its services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
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(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties, and subject to the limitations set forth in Section 8(b).
(d) If, at the time of enforcement of this Section, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Securities Law Compliance. Consultant acknowledges that the Company is a publicly traded corporation listed on The Nasdaq Stock Market LLC and subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq. Consultant represents, warrants, and covenants that:
(a) Regulation FD. Consultant shall comply with Regulation FD promulgated by the SEC. Consultant shall not, without the prior written authorization of the Company’s Legal Department or General Counsel, disclose to any person or entity any material non-public information regarding the Company learned in the course of performing the Consulting Services. Consultant shall coordinate all communications regarding the Company with the Company’s Investor Relations function and, where appropriate, legal counsel.
(b) Insider Trading. Consultant acknowledges receipt and understanding of the Company’s Insider Trading Policy and agrees to comply with such policy as if Consultant were an employee of the Company. Consultant shall not, directly or indirectly, trade in the Company’s securities (or in the securities of any other company about which Consultant has obtained material non-public information through the Consulting Services) while in possession of material non-public information, and shall observe all blackout periods and pre-clearance requirements applicable to the Company’s officers, directors, and designated insiders.
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(c) No Broker-Dealer Activity. Consultant represents and warrants that Consultant is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or under the laws of any state. Consultant shall not (i) effect any transaction in the Company’s securities, (ii) receive any transaction-based compensation, (iii) directly solicit investors to purchase the Company’s securities, or (iv) negotiate the terms of any securities transaction on behalf of the Company. Consultant’s role is strictly advisory; any actual capital markets transactions shall be conducted by appropriately licensed broker-dealers, placement agents, or investment banks.
(d) No Touting or Promotion. Consultant shall not engage in any form of paid promotion, touting, or public recommendation of the Company’s securities. If Consultant publishes or distributes any public communication concerning the Company or its securities (including on social media), Consultant shall (i) coordinate with the Company in advance, (ii) make all disclosures required under Section 17(b) of the Securities Act of 1933 regarding any compensation received from the Company, and (iii) include such disclaimers as the Company may reasonably require.
(e) Public Statements. Consultant shall not make any public statement, press release, social media post, or communication with any analyst, journalist, or investor regarding the Company or its securities without the prior written approval of the Company’s Legal Department.
(f) Cooperation with Investigations. Consultant shall cooperate fully with the Company in connection with any inquiry, investigation, or proceeding by the SEC, FINRA, Nasdaq, or any other regulatory authority arising out of or relating to the Consulting Services.
(g) Indemnification for Securities Violations. Notwithstanding anything to the contrary in Section 9, Consultant shall indemnify and hold the Company harmless from any losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from Consultant’s breach of this Section 12, and the limitation of liability set forth in Section 9 shall not apply to such breach.
13. Miscellaneous Provisions.
(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
(b) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
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(c) Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by Consultant without the Company’s prior written consent. The Company may freely assign this Agreement to any affiliate, successor, or acquirer without Consultant’s consent. A change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 13(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested.
If to Company:
VenHub Global, Inc.
Attn: Legal Department of VenHub
5360 Procyon Street
Las Vegas, NV 89118
Email: Legal@VenHub.com
If to Consultant:
Sunflower Marketing LLC
Attn: Rachel Kashner Gabriel, Managing Member
Email: rjksunflower@gmail.com
(e) Entire Agreement. Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
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(f) Equitable Relief. Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile, DocuSign, and PDF signatures shall be deemed originals.
(h) No Waiver. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay in exercising any power, right, privilege or remedy, shall operate as a waiver thereof. No waiver shall be binding unless executed in writing by the Party making the waiver.
(i) Dispute Resolution; Arbitration. Any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that either party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative, class, or collective proceeding. Notwithstanding the foregoing, either party may seek temporary injunctive or equitable relief in any court of competent jurisdiction located in Clark County, Nevada in connection with (i) any breach or threatened breach of confidentiality, Proprietary Information, or non-solicitation obligations, (ii) any breach or threatened breach of Section 12 (Securities Law Compliance), or (iii) protection of intellectual property rights, pending the appointment of an arbitrator and resolution of the dispute through arbitration. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party. This Section 13(i) and the arbitration requirement shall survive any termination of this Agreement.
(j) Further Assurances. The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary to carry out the intent and purposes of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the Effective Date set forth below.
| “COMPANY” | “CONSULTANT” | |||
| VenHub Global, Inc., a Nevada corporation | Sunflower Marketing LLC | |||
| By: | /s/ Shahan Ohanessian | By: | /s/ Rachel Kashner Gabriel | |
| Name: | Shahan Ohanessian | Name: | Rachel Kashner Gabriel | |
| Title: | Chief Executive Officer | Title: | Managing Member | |
| Date: | June 9, 2026 | Date: | June 9, 2026 | |
| Email: | rjksunflower@gmail.com | |||
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EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consultant: Sunflower Marketing LLC
Position: Education Sector Marketing & Business Development Consultant (Independent Contractor)
Consulting Services
Consultant shall provide strategic marketing, business development, and market expansion services to the Company within the global education vertical, with a focus on universities, colleges, K–12 institutions, vocational and trade schools, research institutions, and other education-affiliated facilities, in the United States and internationally. Consultant’s responsibilities shall include, without limitation, the following:
1. Market Development & Strategic Outreach
| ● | Develop and execute a targeted go-to-market strategy for VenHub’s autonomous retail platform within higher education and broader education-affiliated facilities, including universities, community colleges, K–12 school districts, boarding institutions, research campuses, and educational hospitality venues. |
| ● | Identify, evaluate, and prioritize high-value institutions across the United States and internationally that align with VenHub’s strategic deployment criteria. |
| ● | Build, manage, and maintain a qualified pipeline of education sector opportunities suitable for pilot deployments, multi-site rollouts, and long-term institutional partnerships. |
2. Site Identification & Qualification
| ● | Identify and qualify physical locations on university and education campuses suitable for VenHub deployments, including high-traffic student centers, residence halls, libraries, athletic facilities, medical centers, transit hubs, and academic buildings. |
| ● | Coordinate with institutional decision-makers, including auxiliary services, dining and food services, facilities and real estate, procurement, student affairs, and innovation/technology offices, to assess site readiness and approval pathways. |
| ● | Provide preliminary location intelligence, foot-traffic insight, demographic data, and competitive landscape analysis to support VenHub’s site selection and deployment planning. |
3. Institutional Introductions & Relationship Development
| ● | Facilitate direct introductions between VenHub leadership and key decision-makers at target universities, school systems, and education-affiliated organizations, including procurement officers, food service directors, facilities managers, deans of student life, real estate offices, and innovation officers. |
| ● | Develop and steward long-term institutional relationships to support recurring deployments, multi-campus rollouts, and ongoing partnership opportunities. |
| ● | Represent VenHub at relevant industry conferences, trade shows, and education sector events to build brand awareness and originate new opportunities. |
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4. Brand Positioning & Education Vertical Marketing
| ● | Support the development of marketing materials, case studies, sales collateral, and pitch decks specifically tailored to the education vertical. |
| ● | Advise on positioning, messaging, and value proposition refinements that resonate with university administrators, student bodies, and education-sector procurement processes. |
| ● | Provide guidance on co-branded campaigns, on-campus activations, and student engagement strategies that highlight VenHub’s autonomous retail offering. |
5. Pilot Program & Deployment Facilitation
| ● | Coordinate and facilitate the structuring of pilot programs and proof-of-concept deployments at target institutions. |
| ● | Support negotiation framework discussions between VenHub and institutional counterparties, including commercial terms, scope, deployment timelines, and performance benchmarks. |
| ● | Assist in transitioning successful pilots into full-scale, multi-site institutional rollouts. |
6. Market Intelligence & Strategic Reporting
| ● | Monitor and report on competitive activity within the education retail and campus services sector, including foodservice operators, vending providers, and autonomous retail competitors. |
| ● | Provide regular strategic intelligence on industry trends, institutional procurement cycles, and emerging opportunities relevant to VenHub’s growth in the education vertical. |
| ● | Deliver periodic updates and progress reports to the Company’s leadership. |
7. International Market Expansion
| ● | Identify and develop opportunities at international universities and education institutions, with a focus on markets demonstrating strong alignment with VenHub’s deployment model. |
| ● | Build cross-border relationships with international education organizations, networks, and consortia that may serve as channel partners or strategic introducers. |
| ● | Advise on market-entry considerations, including localization, regulatory considerations, and institutional partnership models specific to non-U.S. education systems. |
Compensation
Stock Compensation: As full and complete compensation for the Consulting Services to be performed under this Agreement, the Company shall issue to Consultant Two Million (2,000,000) shares of the Company’s common stock (NASDAQ: VHUB) (the “Shares”). The Shares shall be issued in the name of Sunflower Marketing LLC, shall be deemed earned and fully vested upon execution of this Agreement, and shall be delivered to Consultant within a reasonable period following the Effective Date, subject to applicable securities laws, the Company’s Insider Trading Policy, and the issuance procedures of the Company’s transfer agent. The Shares shall be issued from the Company’s treasury or duly authorized share reserve and shall constitute the sole and entire compensation owed to Consultant under this Agreement. Consultant acknowledges that the Shares may be issued as restricted securities and may bear customary restrictive legends in accordance with applicable U.S. federal and state securities laws.
No Additional Compensation: Consultant acknowledges and agrees that the Shares constitute Consultant’s complete compensation under this Agreement, and no additional cash, equity, fees, commissions, bonuses, or other consideration of any kind shall be owed by the Company to Consultant in connection with the Consulting Services, whether during the term of this Agreement or thereafter.
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Exhibit 10.10
CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Dalmasia Ltd (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
1. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (and any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), unless earlier terminated pursuant to Section 10 of this Agreement. Upon expiration of the Term, this Agreement shall terminate automatically and shall not renew unless the parties mutually agree in writing to extend or renew the Agreement. Consultant’s obligations set forth in Sections 5 through 13, inclusive, shall survive termination or expiration of this Agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
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4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, material non-public information regarding the Company’s securities, and any information concerning the Company’s investors, prospective investors, or capital markets activities. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company. Consultant’s confidentiality obligations shall continue (a) in perpetuity with respect to trade secrets, and (b) for a period of five (5) years following termination of this Agreement with respect to all other Proprietary Information.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before termination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
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7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent itself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
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(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. Consultant shall not, during the term of this Agreement, provide substantially similar advisory services to any direct competitor of the Company in the autonomous retail, unmanned retail, smart vending, or AI-powered retail automation sector. Except for the foregoing restriction, this Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Proprietary Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consultant shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
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9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company at any time with or without cause by providing written notice to the Consultant, or by the Consultant upon at least thirty (30) days prior written notice to the Company, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that its services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
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(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties, and subject to the limitations set forth in Section 8(b).
(d) If, at the time of enforcement of this Section, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Securities Law Compliance. Consultant acknowledges that the Company is a publicly traded corporation listed on The Nasdaq Stock Market LLC and subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq. Consultant represents, warrants, and covenants that:
(a) Regulation FD. Consultant shall comply with Regulation FD promulgated by the SEC. Consultant shall not, without the prior written authorization of the Company’s Legal Department or General Counsel, disclose to any person or entity any material non-public information regarding the Company learned in the course of performing the Consulting Services. Consultant shall coordinate all communications regarding the Company with the Company’s Investor Relations function and, where appropriate, legal counsel.
(b) Insider Trading. Consultant acknowledges receipt and understanding of the Company’s Insider Trading Policy and agrees to comply with such policy as if Consultant were an employee of the Company. Consultant shall not, directly or indirectly, trade in the Company’s securities (or in the securities of any other company about which Consultant has obtained material non-public information through the Consulting Services) while in possession of material non-public information, and shall observe all blackout periods and pre-clearance requirements applicable to the Company’s officers, directors, and designated insiders.
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(c) No Broker-Dealer Activity. Consultant represents and warrants that Consultant is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or under the laws of any state. Consultant shall not (i) effect any transaction in the Company’s securities, (ii) receive any transaction-based compensation, (iii) directly solicit investors to purchase the Company’s securities, or (iv) negotiate the terms of any securities transaction on behalf of the Company. Consultant’s role is strictly advisory; any actual capital markets transactions shall be conducted by appropriately licensed broker-dealers, placement agents, or investment banks.
(d) No Touting or Promotion. Consultant shall not engage in any form of paid promotion, touting, or public recommendation of the Company’s securities. If Consultant publishes or distributes any public communication concerning the Company or its securities (including on social media), Consultant shall (i) coordinate with the Company in advance, (ii) make all disclosures required under Section 17(b) of the Securities Act of 1933 regarding any compensation received from the Company, and (iii) include such disclaimers as the Company may reasonably require.
(e) Public Statements. Consultant shall not make any public statement, press release, social media post, or communication with any analyst, journalist, or investor regarding the Company or its securities without the prior written approval of the Company’s Legal Department.
(f) Cooperation with Investigations. Consultant shall cooperate fully with the Company in connection with any inquiry, investigation, or proceeding by the SEC, FINRA, Nasdaq, or any other regulatory authority arising out of or relating to the Consulting Services.
(g) Indemnification for Securities Violations. Notwithstanding anything to the contrary in Section 9, Consultant shall indemnify and hold the Company harmless from any losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from Consultant’s breach of this Section 12, and the limitation of liability set forth in Section 9 shall not apply to such breach.
13. Miscellaneous Provisions.
(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
(b) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
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(c) Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by Consultant without the Company’s prior written consent. The Company may freely assign this Agreement to any affiliate, successor, or acquirer without Consultant’s consent. A change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 13(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested.
If to Company:
VenHub Global, Inc.
Attn: Legal Department of VenHub
5360 Procyon Street
Las Vegas, NV 89118
Email: Legal@VenHub.com
If to Consultant:
Dalmasia Ltd
Attn: Andreas Irakleous
Email: info@dalmasialtd.com
(e) Entire Agreement. Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
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(f) Equitable Relief. Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile, DocuSign, and PDF signatures shall be deemed originals.
(h) No Waiver. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay in exercising any power, right, privilege or remedy, shall operate as a waiver thereof. No waiver shall be binding unless executed in writing by the Party making the waiver.
(i) Dispute Resolution; Arbitration. Any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that either party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative, class, or collective proceeding. Notwithstanding the foregoing, either party may seek temporary injunctive or equitable relief in any court of competent jurisdiction located in Clark County, Nevada in connection with (i) any breach or threatened breach of confidentiality, Proprietary Information, or non-solicitation obligations, (ii) any breach or threatened breach of Section 12 (Securities Law Compliance), or (iii) protection of intellectual property rights, pending the appointment of an arbitrator and resolution of the dispute through arbitration. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party. This Section 13(i) and the arbitration requirement shall survive any termination of this Agreement.
(j) Further Assurances. The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary to carry out the intent and purposes of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the Effective Date set forth below.
| “COMPANY” | “CONSULTANT” | |||
| VenHub Global, Inc., a Nevada corporation | Dalmasia Ltd | |||
| By: | /s/ Shahan Ohanessian | By: | /s/ Andreas Irakleous | |
| Name: | Shahan Ohanessian | Name: | Andreas Irakleous | |
| Title: | Chief Executive Officer | Title: | Authorized Representative | |
| Date: | June 9, 2026 | Date: | June 9, 2026 | |
| Email: | info@dalmasialtd.com | |||
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EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consultant: Dalmasia Ltd
Position: EU & Mediterranean Production, Logistics & Operations Expansion Consultant (Independent Contractor)
Consulting Services
Consultant shall provide strategic advisory, business development, and operational expansion services to the Company in connection with the build-out, scaling, and management of VenHub’s production, logistics, servicing, and customer support infrastructure across the European Union and the Mediterranean region, with the objective of supporting the Company’s rapid expansion in these markets and enabling efficient service to adjacent regions. Consultant’s responsibilities shall include, without limitation, the following:
1. Production & Manufacturing Facilities Expansion
| ● | Identify, evaluate, and qualify production and manufacturing facility opportunities throughout the European Union and the Mediterranean region to support VenHub’s accelerated deployment requirements. |
| ● | Lead site selection, capacity planning, and infrastructure readiness assessments for new and expanded production facilities. |
| ● | Advise on production scaling strategies, manufacturing partner selection, contract manufacturing opportunities, and supply chain integration to support rapid VenHub unit production. |
| ● | Support the structuring, negotiation, and execution of production agreements with regional manufacturing partners and contract manufacturers. |
2. Logistics & Installation Infrastructure
| ● | Develop and execute a regional logistics and installation strategy supporting the deployment of VenHub units across the EU and Mediterranean markets. |
| ● | Identify and onboard logistics partners, freight forwarders, last-mile delivery providers, and installation service contractors to support rapid and reliable VenHub deployment. |
| ● | Coordinate cross-border logistics planning, customs and import strategy, and warehousing infrastructure to optimize regional operations. |
| ● | Support installation scheduling, site readiness coordination, and on-site deployment execution across multiple jurisdictions. |
3. VenHub Servicing, Maintenance & Field Operations
| ● | Build and oversee the regional servicing and maintenance infrastructure required to support deployed VenHub units across the EU and Mediterranean regions. |
| ● | Identify and onboard regional service partners, maintenance contractors, and field technicians capable of providing ongoing maintenance, repairs, and uptime support. |
| ● | Establish service-level frameworks, response-time standards, and quality benchmarks for regional servicing operations. |
| ● | Coordinate parts inventory, regional spares warehousing, and rapid-response logistics for service operations. |
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4. Customer Service & Customer Resolution Support
| ● | Support the development, scaling, and management of customer service and customer resolution capabilities across the EU and Mediterranean markets. |
| ● | Advise on multilingual customer support infrastructure, regional call center arrangements, and digital customer support tools tailored to regional markets. |
| ● | Develop escalation protocols, customer issue resolution processes, and service quality standards to ensure consistent customer experience across the region. |
| ● | Provide ongoing guidance on customer experience optimization, retention strategies, and reputation management across regional markets. |
5. Joint Ventures, Landlord & Property Owner Partnerships
| ● | Identify, evaluate, and originate potential joint venture opportunities with strategic partners, including landlords, property owners, real estate operators, retail chains, and regional production companies that align with VenHub’s expansion objectives. |
| ● | Facilitate introductions and lead initial negotiations with potential joint venture partners, landlords, and property owners across the EU and Mediterranean markets. |
| ● | Support the structuring of joint venture agreements, master lease arrangements, revenue-share frameworks, and strategic alliance agreements that accelerate VenHub’s regional expansion. |
| ● | Advise on partnership structuring with regional production companies to enable localized manufacturing, assembly, and deployment capacity. |
6. Strategic Partnerships with Production & Property Stakeholders
| ● | Build, manage, and maintain a strategic pipeline of property owners, landlords, real estate developers, and production company stakeholders for ongoing partnership origination. |
| ● | Coordinate with regional commercial real estate networks, industrial property operators, and economic development authorities to secure favorable terms for production and operational facilities. |
| ● | Advise on long-term real estate strategy, lease vs. purchase considerations, and capital-efficient deployment of production and operational infrastructure. |
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7. Regional Expansion Beyond the EU and Mediterranean
| ● | Leverage the EU and Mediterranean production and operational infrastructure to support and service VenHub’s expansion into adjacent regions, including the Middle East, North Africa, and the broader European neighborhood. |
| ● | Identify cross-regional opportunities where the EU and Mediterranean infrastructure can be leveraged to accelerate deployment in nearby markets. |
| ● | Advise on regional hub-and-spoke strategy to optimize production, logistics, and servicing across multiple geographies. |
8. Strategic Reporting & Advisory Support
| ● | Deliver periodic strategic updates and progress reports to the Company’s leadership regarding production capacity, logistics readiness, servicing infrastructure, customer service performance, and partnership pipeline status. |
| ● | Provide ongoing strategic counsel to executive management on regional expansion priorities, capital allocation for production and operational infrastructure, and partnership decision-making. |
| ● | Support special projects related to regional production scaling, logistics integration, and joint venture execution as requested by the Company. |
Compensation
Stock Compensation: As full and complete compensation for the Consulting Services to be performed under this Agreement, the Company shall issue to Consultant Two Million Two Hundred Fifty Thousand (2,250,000) shares of the Company’s common stock (NASDAQ: VHUB) (the “Shares”). The Shares shall be issued in the name of Dalmasia Ltd, shall be deemed earned and fully vested upon execution of this Agreement, and shall be delivered to Consultant within a reasonable period following the Effective Date, subject to applicable securities laws, the Company’s Insider Trading Policy, and the issuance procedures of the Company’s transfer agent. The Shares shall be issued from the Company’s treasury or duly authorized share reserve and shall constitute the sole and entire compensation owed to Consultant under this Agreement. Consultant acknowledges that the Shares may be issued as restricted securities and may bear customary restrictive legends in accordance with applicable U.S. federal and state securities laws.
No Additional Compensation: Consultant acknowledges and agrees that the Shares constitute Consultant’s complete compensation under this Agreement, and no additional cash, equity, fees, commissions, bonuses, or other consideration of any kind shall be owed by the Company to Consultant in connection with the Consulting Services, whether during the term of this Agreement or thereafter.
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Exhibit 10.11
CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Pacific Design Studio LLC (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
1. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (and any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), unless earlier terminated pursuant to Section 10 of this Agreement. Upon expiration of the Term, this Agreement shall terminate automatically and shall not renew unless the parties mutually agree in writing to extend or renew the Agreement. Consultant’s obligations set forth in Sections 5 through 13, inclusive, shall survive termination or expiration of this Agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
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4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, material non-public information regarding the Company’s securities, and any information concerning the Company’s investors, prospective investors, or capital markets activities. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company. Consultant’s confidentiality obligations shall continue (a) in perpetuity with respect to trade secrets, and (b) for a period of five (5) years following termination of this Agreement with respect to all other Proprietary Information.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before termination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
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7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent itself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
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(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. Consultant shall not, during the term of this Agreement, provide substantially similar advisory services to any direct competitor of the Company in the autonomous retail, unmanned retail, smart vending, or AI-powered retail automation sector. Except for the foregoing restriction, this Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Proprietary Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consultant shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
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9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company at any time with or without cause by providing written notice to the Consultant, or by the Consultant upon at least thirty (30) days prior written notice to the Company, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that its services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
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(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties, and subject to the limitations set forth in Section 8(b).
(d) If, at the time of enforcement of this Section, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Securities Law Compliance. Consultant acknowledges that the Company is a publicly traded corporation listed on The Nasdaq Stock Market LLC and subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq. Consultant represents, warrants, and covenants that:
(a) Regulation FD. Consultant shall comply with Regulation FD promulgated by the SEC. Consultant shall not, without the prior written authorization of the Company’s Legal Department or General Counsel, disclose to any person or entity any material non-public information regarding the Company learned in the course of performing the Consulting Services. Consultant shall coordinate all communications regarding the Company with the Company’s Investor Relations function and, where appropriate, legal counsel.
(b) Insider Trading. Consultant acknowledges receipt and understanding of the Company’s Insider Trading Policy and agrees to comply with such policy as if Consultant were an employee of the Company. Consultant shall not, directly or indirectly, trade in the Company’s securities (or in the securities of any other company about which Consultant has obtained material non-public information through the Consulting Services) while in possession of material non-public information, and shall observe all blackout periods and pre-clearance requirements applicable to the Company’s officers, directors, and designated insiders.
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(c) No Broker-Dealer Activity. Consultant represents and warrants that Consultant is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or under the laws of any state. Consultant shall not (i) effect any transaction in the Company’s securities, (ii) receive any transaction-based compensation, (iii) directly solicit investors to purchase the Company’s securities, or (iv) negotiate the terms of any securities transaction on behalf of the Company. Consultant’s role is strictly advisory; any actual capital markets transactions shall be conducted by appropriately licensed broker-dealers, placement agents, or investment banks.
(d) No Touting or Promotion. Consultant shall not engage in any form of paid promotion, touting, or public recommendation of the Company’s securities. If Consultant publishes or distributes any public communication concerning the Company or its securities (including on social media), Consultant shall (i) coordinate with the Company in advance, (ii) make all disclosures required under Section 17(b) of the Securities Act of 1933 regarding any compensation received from the Company, and (iii) include such disclaimers as the Company may reasonably require.
(e) Public Statements. Consultant shall not make any public statement, press release, social media post, or communication with any analyst, journalist, or investor regarding the Company or its securities without the prior written approval of the Company’s Legal Department.
(f) Cooperation with Investigations. Consultant shall cooperate fully with the Company in connection with any inquiry, investigation, or proceeding by the SEC, FINRA, Nasdaq, or any other regulatory authority arising out of or relating to the Consulting Services.
(g) Indemnification for Securities Violations. Notwithstanding anything to the contrary in Section 9, Consultant shall indemnify and hold the Company harmless from any losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from Consultant’s breach of this Section 12, and the limitation of liability set forth in Section 9 shall not apply to such breach.
13. Miscellaneous Provisions.
(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
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(b) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(c) Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by Consultant without the Company’s prior written consent. The Company may freely assign this Agreement to any affiliate, successor, or acquirer without Consultant’s consent. A change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 13(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested.
If to Company:
VenHub Global, Inc.
Attn: Legal Department of VenHub
5360 Procyon Street
Las Vegas, NV 89118
Email: Legal@VenHub.com
If to Consultant:
Pacific Design Studio LLC
Attn: Michael Gardner
Email: michael@studiogarchitecture.com
(e) Entire Agreement. Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
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(f) Equitable Relief. Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile, DocuSign, and PDF signatures shall be deemed originals.
(h) No Waiver. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay in exercising any power, right, privilege or remedy, shall operate as a waiver thereof. No waiver shall be binding unless executed in writing by the Party making the waiver.
(i) Dispute Resolution; Arbitration. Any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that either party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative, class, or collective proceeding. Notwithstanding the foregoing, either party may seek temporary injunctive or equitable relief in any court of competent jurisdiction located in Clark County, Nevada in connection with (i) any breach or threatened breach of confidentiality, Proprietary Information, or non-solicitation obligations, (ii) any breach or threatened breach of Section 12 (Securities Law Compliance), or (iii) protection of intellectual property rights, pending the appointment of an arbitrator and resolution of the dispute through arbitration. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party. This Section 13(i) and the arbitration requirement shall survive any termination of this Agreement.
(j) Further Assurances. The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary to carry out the intent and purposes of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the Effective Date set forth below.
| “COMPANY” | “CONSULTANT” | |||
| VenHub Global, Inc., a Nevada corporation | Pacific Design Studio LLC | |||
| By: | /s/ Shahan Ohanessian | By: | /s/ Michael Gardner | |
| Name: | Shahan Ohanessian | Name: | Michael Gardner | |
| Title: | Chief Executive Officer | Title: | Authorized Representative | |
| Date: | June 9, 2026 | Date: | June 9, 2026 | |
| Email: michael@studiogarchitecture.com | ||||
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EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consultant: Pacific Design Studio LLC
Position: Design, Architecture & Engineering Consultant (Independent Contractor)
Consulting Services
Consultant shall provide design development, architectural, engineering, and technical drawing services to the Company in connection with the Company’s existing and evolving portfolio of autonomous retail products, including VenHub fixed-location stores, modular stores, mobile units, and future smaller and larger format iterations. Consultant shall support the Company’s design, engineering, and architectural needs across the full range of VenHub product configurations currently in market and under development. Consultant’s responsibilities shall include, without limitation, the following:
1. Design Development for VenHub Fixed Stores
| ● | Provide design development and architectural layout services for VenHub’s existing fixed-location store configurations, including interior layout optimization, customer flow design, fixture placement, and brand presentation. |
| ● | Develop refined architectural drawings, floor plans, elevations, and rendering packages for fixed-location VenHub deployments. |
| ● | Advise on site adaptation, regulatory compliance for fixed installations, and integration with surrounding structures or host environments. |
2. Design Development for VenHub Modular Stores
| ● | Develop and refine architectural and design layouts for VenHub modular store configurations, including modular component design, assembly logic, and deployment-ready configurations. |
| ● | Provide engineering and structural design support for modular construction, transport readiness, and on-site assembly. |
| ● | Optimize modular designs for manufacturing efficiency, scalability, transport logistics, and rapid field deployment. |
3. Design Development for VenHub Mobile Units
| ● | Develop architectural, design, and engineering drawings for VenHub mobile unit configurations, including vehicle-mounted, trailer-based, and other mobile deployment formats. |
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| ● | Advise on mobile-specific design considerations including weight distribution, structural integrity in motion, regulatory compliance for vehicular installations, and operational deployment requirements. |
| ● | Support the design of brand presentation, exterior aesthetics, and customer-facing elements for mobile VenHub units. |
4. Engineering Design & Technical Drawings
| ● | Provide engineering design services across all VenHub product configurations, including structural, mechanical, and systems engineering drawings. |
| ● | Develop and maintain complete technical drawing packages, including detailed shop drawings, assembly drawings, and as-built documentation. |
| ● | Coordinate engineering design with manufacturing, fabrication, and assembly partners to ensure designs are production-ready and cost-efficient. |
| ● | Support engineering review and revision cycles as VenHub products evolve and new configurations are introduced. |
5. Electrical Design & Systems Integration
| ● | Develop electrical design drawings, schematics, and specifications for VenHub fixed, modular, and mobile units. |
| ● | Advise on power supply, distribution, lighting, and electrical systems integration with VenHub’s automation, refrigeration, and point-of-sale technology. |
| ● | Coordinate electrical design with regulatory codes, safety standards, and jurisdiction-specific requirements across all deployment markets. |
| ● | Support electrical engineering review for product evolution, including new technology integration and energy-efficiency improvements. |
6. Heat Control, HVAC & Thermal Management
| ● | Develop heat control, HVAC, and thermal management diagrams and specifications for VenHub products, including refrigeration systems, climate control, and thermal isolation for all unit configurations. |
| ● | Advise on thermal design optimization, energy efficiency, and operational reliability across varying deployment climates and conditions. |
| ● | Coordinate thermal and HVAC design with engineering, manufacturing, and operational teams to ensure consistent performance across all VenHub configurations. |
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7. Smaller-Format VenHub Designs
| ● | Develop architectural, engineering, and design specifications for smaller-format VenHub configurations, including compact deployment formats suitable for space-constrained locations. |
| ● | Optimize smaller-format designs for cost efficiency, manufacturing scalability, and rapid deployment in high-density urban environments, transit hubs, and other constrained venues. |
| ● | Provide design solutions that maintain VenHub’s brand presentation, operational integrity, and customer experience in smaller-format configurations. |
8. Larger-Format VenHub Designs
| ● | Develop architectural, engineering, and design specifications for larger-format VenHub configurations, including expanded retail footprints suitable for high-volume deployment environments. |
| ● | Provide design solutions that scale VenHub’s product capacity, customer throughput, and operational features for larger-format configurations. |
| ● | Support the design of expanded fixture layouts, enhanced customer experience features, and operational efficiency improvements in larger-format VenHub units. |
9. Future Product Development & Design Evolution
| ● | Support the design, architectural, and engineering development of future VenHub product configurations as the Company’s product portfolio evolves. |
| ● | Provide ongoing design innovation, advisory input on product roadmap considerations, and engineering recommendations for next-generation VenHub iterations. |
| ● | Maintain design consistency, brand standards, and engineering integrity across the full evolving VenHub product portfolio. |
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10. Design & Engineering Advisory Support
| ● | Deliver periodic design and engineering progress updates to the Company’s leadership regarding design status, engineering reviews, and product development milestones. |
| ● | Provide ongoing advisory counsel to executive management on design, architectural, and engineering decisions affecting product strategy and deployment. |
| ● | Support special design and engineering projects as requested by the Company in connection with the evolution and expansion of VenHub’s product portfolio. |
Compensation
Stock Compensation: As full and complete compensation for the Consulting Services to be performed under this Agreement, the Company shall issue to Consultant Two Million Five Hundred Thousand (2,500,000) shares of the Company’s common stock (NASDAQ: VHUB) (the “Shares”). The Shares shall be issued in the name of Pacific Design Studio LLC, shall be deemed earned and fully vested upon execution of this Agreement, and shall be delivered to Consultant within a reasonable period following the Effective Date, subject to applicable securities laws, the Company’s Insider Trading Policy, and the issuance procedures of the Company’s transfer agent. The Shares shall be issued from the Company’s treasury or duly authorized share reserve and shall constitute the sole and entire compensation owed to Consultant under this Agreement. Consultant acknowledges that the Shares may be issued as restricted securities and may bear customary restrictive legends in accordance with applicable U.S. federal and state securities laws.
No Additional Compensation: Consultant acknowledges and agrees that the Shares constitute Consultant’s complete compensation under this Agreement, and no additional cash, equity, fees, commissions, bonuses, or other consideration of any kind shall be owed by the Company to Consultant in connection with the Consulting Services, whether during the term of this Agreement or thereafter.
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Exhibit 10.12
CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Worldwide Acquisitions LLC (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
1. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (and any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), unless earlier terminated pursuant to Section 10 of this Agreement. Upon expiration of the Term, this Agreement shall terminate automatically and shall not renew unless the parties mutually agree in writing to extend or renew the Agreement. Consultant’s obligations set forth in Sections 5 through 13, inclusive, shall survive termination or expiration of this Agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
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4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, material non-public information regarding the Company’s securities, and any information concerning the Company’s investors, prospective investors, or capital markets activities. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company. Consultant’s confidentiality obligations shall continue (a) in perpetuity with respect to trade secrets, and (b) for a period of five (5) years following termination of this Agreement with respect to all other Proprietary Information.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before termination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
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7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent itself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
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(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. Consultant shall not, during the term of this Agreement, provide substantially similar advisory services to any direct competitor of the Company in the autonomous retail, unmanned retail, smart vending, or AI-powered retail automation sector. Except for the foregoing restriction, this Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Proprietary Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consultant shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
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9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company at any time with or without cause by providing written notice to the Consultant, or by the Consultant upon at least thirty (30) days prior written notice to the Company, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that its services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
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(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties, and subject to the limitations set forth in Section 8(b).
(d) If, at the time of enforcement of this Section, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Securities Law Compliance. Consultant acknowledges that the Company is a publicly traded corporation listed on The Nasdaq Stock Market LLC and subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq. Consultant represents, warrants, and covenants that:
(a) Regulation FD. Consultant shall comply with Regulation FD promulgated by the SEC. Consultant shall not, without the prior written authorization of the Company’s Legal Department or General Counsel, disclose to any person or entity any material non-public information regarding the Company learned in the course of performing the Consulting Services. Consultant shall coordinate all communications regarding the Company with the Company’s Investor Relations function and, where appropriate, legal counsel.
(b) Insider Trading. Consultant acknowledges receipt and understanding of the Company’s Insider Trading Policy and agrees to comply with such policy as if Consultant were an employee of the Company. Consultant shall not, directly or indirectly, trade in the Company’s securities (or in the securities of any other company about which Consultant has obtained material non-public information through the Consulting Services) while in possession of material non-public information, and shall observe all blackout periods and pre-clearance requirements applicable to the Company’s officers, directors, and designated insiders.
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(c) No Broker-Dealer Activity. Consultant represents and warrants that Consultant is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or under the laws of any state. Consultant shall not (i) effect any transaction in the Company’s securities, (ii) receive any transaction-based compensation, (iii) directly solicit investors to purchase the Company’s securities, or (iv) negotiate the terms of any securities transaction on behalf of the Company. Consultant’s role is strictly advisory; any actual capital markets transactions shall be conducted by appropriately licensed broker-dealers, placement agents, or investment banks.
(d) No Touting or Promotion. Consultant shall not engage in any form of paid promotion, touting, or public recommendation of the Company’s securities. If Consultant publishes or distributes any public communication concerning the Company or its securities (including on social media), Consultant shall (i) coordinate with the Company in advance, (ii) make all disclosures required under Section 17(b) of the Securities Act of 1933 regarding any compensation received from the Company, and (iii) include such disclaimers as the Company may reasonably require.
(e) Public Statements. Consultant shall not make any public statement, press release, social media post, or communication with any analyst, journalist, or investor regarding the Company or its securities without the prior written approval of the Company’s Legal Department.
(f) Cooperation with Investigations. Consultant shall cooperate fully with the Company in connection with any inquiry, investigation, or proceeding by the SEC, FINRA, Nasdaq, or any other regulatory authority arising out of or relating to the Consulting Services.
(g) Indemnification for Securities Violations. Notwithstanding anything to the contrary in Section 9, Consultant shall indemnify and hold the Company harmless from any losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising from Consultant’s breach of this Section 12, and the limitation of liability set forth in Section 9 shall not apply to such breach.
13. Miscellaneous Provisions.
(a) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
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(b) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(c) Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by Consultant without the Company’s prior written consent. The Company may freely assign this Agreement to any affiliate, successor, or acquirer without Consultant’s consent. A change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 13(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested.
If to Company:
VenHub Global, Inc.
Attn: Legal Department of VenHub
5360 Procyon Street
Las Vegas, NV 89118
Email: Legal@VenHub.com
If to Consultant:
Worldwide Acquisitions LLC
Attn: Chris Makarm
Email: wa.globalchannel@gmail.com
(e) Entire Agreement. Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
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(f) Equitable Relief. Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile, DocuSign, and PDF signatures shall be deemed originals.
(h) No Waiver. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay in exercising any power, right, privilege or remedy, shall operate as a waiver thereof. No waiver shall be binding unless executed in writing by the Party making the waiver.
(i) Dispute Resolution; Arbitration. Any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that either party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative, class, or collective proceeding. Notwithstanding the foregoing, either party may seek temporary injunctive or equitable relief in any court of competent jurisdiction located in Clark County, Nevada in connection with (i) any breach or threatened breach of confidentiality, Proprietary Information, or non-solicitation obligations, (ii) any breach or threatened breach of Section 12 (Securities Law Compliance), or (iii) protection of intellectual property rights, pending the appointment of an arbitrator and resolution of the dispute through arbitration. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party. This Section 13(i) and the arbitration requirement shall survive any termination of this Agreement.
(j) Further Assurances. The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary to carry out the intent and purposes of this Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the Effective Date set forth below.
| “COMPANY” | “CONSULTANT” | |||
| VenHub Global, Inc., a Nevada corporation | Worldwide Acquisitions LLC | |||
| By: | /s/ Shahan Ohanessian | By: | /s/ Chris Makarm | |
| Name: | Shahan Ohanessian | Name: | Chris Makarm | |
| Title: | Chief Executive Officer | Title: | Authorized Representative | |
| Date: | June 9, 2026 | Date: | June 9, 2026 | |
| Email: wa.globalchannel@gmail.com | ||||
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EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consultant: Worldwide Acquisitions LLC
Position: Global Payments & Payment Processing Solutions Consultant (Independent Contractor)
Consulting Services
Consultant shall provide strategic advisory, business development, and solutions-architecture services to the Company in the areas of credit card processing, global merchant account management, EBT and government benefits payment acceptance, and multi-currency payment solutions for the Company’s autonomous retail platform deployed domestically and internationally. Consultant’s responsibilities shall include, without limitation, the following:
1. Credit Card Processing & Merchant Services
| ● | Advise the Company on the selection, negotiation, and onboarding of credit card processing partners, acquirers, and payment service providers across major card networks (Visa, Mastercard, American Express, Discover, UnionPay, JCB, and others). |
| ● | Evaluate and recommend competitive interchange, discount rate, and processing fee structures to minimize the Company’s payment processing costs across all deployment markets. |
| ● | Support negotiation and structuring of merchant services agreements, including chargeback management, settlement timelines, and risk-management provisions. |
| ● | Advise on PCI DSS compliance requirements, tokenization, end-to-end encryption, and payment data security best practices. |
2. Global Merchant Account & Cross-Border Payment Solutions
| ● | Identify, evaluate, and facilitate relationships with international acquirers, payment facilitators, and banking partners to support VenHub deployments in international markets. |
| ● | Advise on jurisdiction-specific licensing, regulatory, and compliance requirements for accepting payments in target international markets. |
| ● | Support the establishment, structuring, and ongoing administration of global merchant accounts across multiple jurisdictions. |
| ● | Provide guidance on settlement flows, foreign exchange management, repatriation of funds, and treasury structuring for international operations. |
3. EBT and Government Benefits Payment Solutions
| ● | Advise on the integration and deployment of Electronic Benefits Transfer (EBT) payment acceptance, including SNAP and WIC, on VenHub’s autonomous retail platform across the United States. |
| ● | Facilitate introductions and relationships with EBT processors, state agencies, and government program administrators. |
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| ● | Support compliance with USDA Food and Nutrition Service (FNS) regulations, state-level EBT requirements, and authorized retailer requirements applicable to autonomous retail deployments. |
| ● | Advise on equivalent government benefits and social-program payment systems available in international markets, where applicable. |
4. Global Currency Acceptance & Multi-Currency Solutions
| ● | Advise on the integration of multi-currency payment acceptance, including local currencies, regional payment methods (e.g., SEPA, BACS, iDEAL, Alipay, WeChat Pay, Pix, UPI), and emerging digital payment standards. |
| ● | Support dynamic currency conversion (DCC) and multi-currency pricing strategies to optimize the consumer experience and merchant economics across markets. |
| ● | Provide guidance on foreign exchange risk management, hedging considerations, and settlement currency optimization. |
| ● | Advise on the integration of alternative payment methods, mobile wallets, and contactless payment standards across international markets. |
5. Payment Strategy & Vendor Management
| ● | Develop and refine the Company’s overall payment acceptance strategy across all current and planned deployment markets. |
| ● | Support ongoing vendor management, performance benchmarking, and contract renegotiation activities with payment processing partners. |
| ● | Provide periodic reporting and strategic recommendations to the Company’s leadership on payment processing performance, cost optimization, and emerging payment technology trends. |
Compensation
Stock Compensation: As full and complete compensation for the Consulting Services to be performed under this Agreement, the Company shall issue to Consultant One Million Nine Hundred Twenty Thousand (1,920,000) shares of the Company’s common stock (NASDAQ: VHUB) (the “Shares”). The Shares shall be issued in the name of Worldwide Acquisitions LLC, shall be deemed earned and fully vested upon execution of this Agreement, and shall be delivered to Consultant within a reasonable period following the Effective Date, subject to applicable securities laws, the Company’s Insider Trading Policy, and the issuance procedures of the Company’s transfer agent. The Shares shall be issued from the Company’s treasury or duly authorized share reserve and shall constitute the sole and entire compensation owed to Consultant under this Agreement. Consultant acknowledges that the Shares may be issued as restricted securities and may bear customary restrictive legends in accordance with applicable U.S. federal and state securities laws.
No Additional Compensation: Consultant acknowledges and agrees that the Shares constitute Consultant’s complete compensation under this Agreement, and no additional cash, equity, fees, commissions, bonuses, or other consideration of any kind shall be owed by the Company to Consultant in connection with the Consulting Services, whether during the term of this Agreement or thereafter.
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Exhibit 10.13
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada Corporation (the “Company”) and the party identified on the signature page (the “Consultant”).
WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:
l. Consulting Services. Consultant shall render the services set forth on Exhibit A (the “Consulting Services”) to the Company, and the Company (And any successor company) agrees to pay Consultant the compensation described in Exhibit A, which shall be incorporated as part of this Agreement, for Consultant’s performance of the Consulting Services to the Company for the term of this Agreement.
2. Term. The term of this Agreement shall be effective from the Effective Date to November 6, 2025, and compensation to be paid immediately and all stocks will be issued on the same date of this agreement.
3. Reimbursement of Expenses. As soon as practicable following submission of statements of expenses incurred accompanied by appropriate supporting documentation, the Company will reimburse Consultant for reasonable and customary out-of-pocket business expenses incurred by Consultant in the ordinary course of performing the Consulting Services and in compliance with the Company’s policies covering such expenses. Anticipated expenses in excess of $100 will require the prior written approval of the Company.
4. Proprietary Information. This Agreement creates a relationship of confidence and trust between the Company and Consultant with respect to any information: (a) applicable to the business of the Company or (b) applicable to the business of any client or customer of the Company, which may be made known to Consultant by the Company or by any client or customer of the Company, or learned by Consultant in such context during the term of this Agreement. All such information, whether provided prior to, on or after the Effective Date, has commercial value in the business in which the Company is engaged and is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes any and all technical and nontechnical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to the Company or to Consultant in the course of the Company’s business. “Proprietary Information” shall not include information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Agreement, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved in writing for release by the Company.
5. Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of the Company and the Company’s assigns, and the Company and the Company’s assigns shall be the sole and exclusive owner of all patents, copyrights, mask works, trade secrets and other rights in the Proprietary Information. At all times, both during the term of this Agreement and after termination of this Agreement, Consultant shall keep in confidence and trust all Proprietary Information and will not disclose any Proprietary Information to any person or entity other than the Company or use any Proprietary Information other than in connection with Consultant’s performance of the Consulting Services for the benefit of the Company.
6. Ownership and Return of Materials. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of expression) furnished to Consultant by the Company shall remain the property of the Company. Upon termination of this Agreement, or at any time on the request of the Company before te1mination, Consultant agrees to promptly (but no later than five (5) days after the earlier of the termination of this Agreement or the Company’s request) destroy or deliver to the Company, at the Company’s option, all materials furnished to Consultant by the Company and all tangible media of expression which are in Consultant’s possession and which incorporate any Proprietary Information or otherwise relate to the Company’s business. At the Company’s request, the Consultant shall provide the Company with written certification of Consultant’s compliance with Consultant’s obligations under this Section 6.
7. Independent Contractor.
(a) Consultant shall act in the capacity of an independent contractor with respect to the Company, and not as an employee or authorized agent or representative of the Company. Consultant shall not have any authority to enter into contracts or binding commitments in the name or on behalf of the Company. Consultant will only use the Company’s logo or marks for the benefit of the Company and at the direction of the Company. Consultant shall not be, nor represent himself as being, authorized to bind the Company.
(b) Consultant agrees, acknowledges and understands that Consultant shall not have the status of an employee of the Company and shall not participate in any employee benefit plans or group insurance plans or programs (including, but not limited to, salary, bonus or incentive plans, stock option or purchase plans, or plans pertaining to retirement, defe1Ted savings, disability, medical or dental) even if Consultant is considered eligible to participate pursuant to the terms of such plans, unless otherwise agreed to by the parties. In addition, Consultant understands and agrees that consistent with Consultant’s independent contractor status, Consultant will not apply for any government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits.
(c) The Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement. Because Consultant is an independent contractor, Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any taxing authority on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations related to Consultant’s independent contractor status. Consultant warrants that Consultant has had the opportunity to obtain independent advice regarding the tax consequences of the payments made pursuant to this Agreement.
8. Consultant’s Representations. Consultant agrees, represents, and warrants that:
(a) All action necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken and this Agreement constitutes a valid and legally binding obligation of Consultant that is enforceable against Consultant in accordance with its terms. To the Consultant’s knowledge, the authorization, execution and delivery by Consultant of this Agreement and the performance of Consultant’s obligations under this Agreement will not, with or without the passage of time or giving of notice (i) conflict with, or result in any violation of or default or loss of any benefit under, any permit, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which Consultant is a party or to which any of Consultant’s property is subject or (ii) conflict with, or result in a breach or violation of or default or loss of any benefit under, the terms of any agreement, contract, indenture or other instrument to which Consultant is a party or to which any of Consultant’s property is subject, or constitute a default or loss of any right thereunder or an event that, with the lapse of time or notice or both, might result in a default or loss of any right thereunder. Consultant’s performance of Consultant’s obligations under this Agreement will not infringe upon or violate any right of any person or entity.
(b) During the term of this Agreement, Consultant shall not be bound by any agreement, nor assume any obligation, which would in any way be inconsistent with the Consulting Services to be performed by Consultant under this Agreement. This Section 8(b) shall not restrict Consultant from entering into employment or consulting arrangements with third parties, so long as Consultant does not divulge or use the Company’s Confidential Information while performing services for such third parties.
(c) In performing the Consulting Services, Consultant will not use any confidential or proprietary information of any other person or entity or infringe the intellectual property rights (including, without limitation, patent, copyright, trademark or trade secret rights) of any other person or entity nor will Consultant disclose to the Company, or bring onto the Company’s premises, or induce the Company to use any confidential information of any other person or entity.
(d) Consultant will abide by all applicable federal, state, and local laws and the Company’s safety rules in the course of performing the Consulting Services. Consultant has, and shall maintain, all licenses and permits necessary to perform the Consulting Services under this Agreement and all of such licenses are, and shall remain, in full force and effect. Consulting shall at all times possess the necessary skill and training to perform the Consulting Services, and Consultant shall perform the Consulting Services in a prompt and responsible manner.
(e) Consultant will not subcontract any of Consultant’s obligations under this Agreement without the prior written consent of the Company.
(f) Consultant hereby expressly agrees and covenants that the amounts received by Consultant as described in Exhibit A shall satisfy and discharge in full all of Consultant’s claims against Company for payment for the performance of the Consulting Services rendered by Consultant or by any agent of Consultant as described in this Agreement. Consultant acknowledges that, except as otherwise expressly provided in this Agreement, Consultant’s provision of the Consulting Services pursuant to the terms hereof shall not confer upon Consultant any ownership interest in or personal claim upon any fees charged by Company to any customer or any third party, whether such fees are collected during the term of this Agreement or after the termination thereof, and Consultant hereby disclaims and renounces any such right, interest, or claim.
9. Indemnification. Consultant will defend, indemnify, and hold the Company and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of Consultant or Consultant’s breach of any term or condition of this Agreement. Company will defend, indemnify, and hold Consultant and its affiliates harmless against any and all losses, liabilities, damages, claims, demands, suits, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from any act or omission of the Company or the Company’s breach of any term or condition of this Agreement. Each Party shall have a duty to mitigate the Losses for which another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Termination. This Agreement may be terminated by the Company or the Consultant upon at least thirty (30) days prior written notice to the other party, with or without cause, for any reason, or for no reason. Any such termination shall not result in forfeiture by the Consultant of any compensation paid, payable, or owed, prior to the date of termination, but no additional compensation shall be earned, payable or owed by the Company subsequent to the date of termination.
11. Non-Solicitation.
(a) The Consultant acknowledges that, in the course of its engagement with the Company, it has become familiar, or will become familiar, with trade secrets and with other confidential information concerning the Company and that his services have been and will be of special, unique and extraordinary value to the Company. The Consultant further understands that the provisions of this Agreement are reasonable and necessary to preserve the business of the Company.
(b) In light of Section 11(a), while the Consultant is engaged by the Company and for twelve (12) months thereafter, the Consultant shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of or engagement with the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire or engage any person who was an employee or independent contractor of the Company until twelve months after such individual’s relationship with the Company has been terminated; or (iii) induce or attempt to induce any customer, supplier, independent contractor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, independent contractor, licensee or business relation, on the one hand, and the Company, on the other hand.
(c) This Section 11 shall not restrict Consultant from seeking or entering into other employment or consulting relationships with third parties, so long as Consultant does not divulge or use any of the Company’s Proprietary Information while performing services for such third parties.
(d) If, at the time of enforcement of this Section, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Consultant and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law from improper competition.
(e) In the event of any breach or violation by the Consultant of any of the restrictions contained in this Section, any time period specified herein shall abate during the time of any such breach or violation thereof and that portion remaining at the time of commencement of any such breach or violation shall not begin to run until such breach or violation has been cured in all respects.
12. Miscellaneous Provisions.
(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER NEVADA OR ANY OTHER JURISDICTION), THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.
(b) It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(c) This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this Agreement and Consultant’s rights and obligations are not assignable by either Party without the other Party’s prior written consent, with the exception that a change of control of the Company, or a sale of all or substantially all of the assets, or a sale of greater than fifty percent (50%) of the outstanding common stock of the Company shall not be considered a violation of this Section 12(c). Any assignment made in violation hereof shall be null and void and of no force or effect.
(d) Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served if sent by electronic mail transmission, hand-delivered, delivered by overnight courier with guaranteed overnight delivery, or mailed, certified first class mail, postage prepaid, return receipt requested, and addressed or sent to the applicable Party as follows. Such notice shall be effective, (i) if delivered by hand-delivery, upon actual delivery (which must be evidenced by a receipt from the Party to whom such notice was directed), (ii) if sent by overnight courier, one (1) business day after deposit, properly addressed as set out below with such overnight courier service, guaranteed overnight delivery, (iii) if sent by electronic mail transmission to the email address set out below, upon electronic confirmation of receipt (or if the date of such electronic confirmation ofreceipt is not a business day, upon the next business day); or (iv) if mailed, upon the earlier of (A) three (3) business days after deposit in the mail, certified first class mail, postage prepaid, return receipt requested, and (B) the delivery as shown by return receipt therefor. Any Party may change its address or email address by giving notice in writing to the other Parties of the new address or email address.
| If to Company: | Attn: Shahan Ohanessian |
| 518 S. Fair Oaks Avenue | |
| Pasadena, CA 91105 | |
| Email: Admin@VenHub.com | |
| If to Consultant: | At the address provided on the signature page. |
(e) Each Exhibit attached hereto is incorporated herein by this reference and shall be deemed an integral part of this Agreement. This Agreement, including any and all Exhibits, contains the entire understanding of the parties regarding its subject matter and supersedes all prior understandings or agreements between the parties with regard to its subject matter. This Agreement can only be modified by a subsequent written agreement executed by both parties hereto.
(t) Consultant agrees that in the event of breach by the Consultant of any provisions of this Agreement, the Company shall be entitled to equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from pursuing, solely or in addition, any other remedies, including monetary damages, for breach or threatened breach of this Agreement.
(g) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement or other transactions contemplated herein, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by electronic mail delivery of a “.pdf’ format data file, shall be treated in all manner and respects as an original agreement or instrument and shall, to the full extent permitted by applicable law, be considered to have the same binding legal effect and be enforceable and admissible to the same extent as original handwritten signatures delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail delivery of a “.pdf’ format data file to deliver a signature to this Agreement or any amendment or waiver hereto or any agreement or instrument entered into in connection with this Agreement, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail delivery of a ”.pdf’ format data file, as a defense to the formation of a contract and each party hereto forever waives any such defense.
(h) No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any person or entity in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No person or entity shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such person or entity; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
(i) In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, conscionability, or validity thereof, including any determination of the scope or applicability of this agreement to litigate, shall be determined in accordance with the laws of Clark County, State of Nevada. The parties agree that either party may bring claims against the other only in his/her or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, the parties agree that the arbitrator may not consolidate proceedings of more than one person’s claims and may not otherwise preside over any form of representative or class proceeding. This section and the arbitration requirement shall survive any termination. Should any dispute arise from this, or prior agreement(s), a notice of said dispute or default shall be provided through U.S. Postal Service, notice shall grant a reasonable opportunity to cure said default, not to exceed 30 days. The prevailing party shall receive reasonable attorney’s fees and expenses from the non-prevailing party.
(j) The Parties hereto shall execute, acknowledge, and deliver such further instruments as the Parties may deem expedient or necessary in the operation of the Company, and the achievement of its purpose, as well as the purpose of this Agreement. The Parties shall perform such further acts and things as may be required or appropriate to carry out the intent and purposes of this Agreement.
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IN WITNESS WHEREOF, this Consulting Agreement is entered into as of November 6, 2025
| COMPANY | ||
| VenHub Global, Inc. | ||
| Authorized Signature | /s/ Shahan Ohanessian | |
| Name: | Shahan Ohanessian - CEO | |
| Date: | November 6, 2025 | |
| CONSULTANT | ||
| Authorized Signature: | /s/ Eric Lembcke | |
| Name: | Eric Lembcke | |
| Mailing address: | 6300 N Sagewood Dr. STE H – 613 | |
| Park City, Utah 84098 | ||
| Physical Address: | 3294 Lower Saddleback Road. | |
| Park City, Utah 84098 | ||
| Email: | rfreedom76@yahoo.com | |
| Phone Number: | 530-519-8313 | |
| Date: | November 6, 2025 | |
EXHIBIT A
CONSULTING SERVICES AND COMPENSATION
Consulting Services
Consultant shall assist in identifying and evaluating potential real estate locations for VenHub operations. This includes researching and recommending sites for fixed VenHub Smart Stores based on key factors such as visibility, accessibility, zoning, local market conditions, and long-term growth potential.
Consultant will also support the business in making informed location-based decisions by providing input on site advantages, surrounding demographics, traffic patterns, and commercial suitability for VenHub’s model.
In addition to location services, Consultant shall provide general business consulting support. This may include strategic input on market entry, operational planning, and recommendations to support growth, expansion, and efficiency.
All services provided under this Agreement are intended to help VenHub expand into the right markets, improve business execution, and strengthen overall positioning in new and existing regions.
Compensation:
During the term of this Agreement, the Company shall provide the Consultant with the following compensation:
Equity Compensation: The Company shall issue to the Consultant 135,000 shares of common stock in VenHub Global, Inc., a Nevada Corporation.
Exhibit 23.1
To Whom It May Concern:
We hereby consent to the use in the Registration Statement of VenHub Global, Inc. on Form S-1 of our Report of Independent Registered Public Accounting Firm, dated March 24, 2026, on the balance sheet of VenHub Global, Inc. as of December 31, 2025, and the related statements of operations, changes in stockholder’s equity and cash flows for the year then ended.
We also consent to the references to us under the headings “Experts” in such Registration Statement.
Very truly yours,
/s/ Bush & Associates CPA LLC
Bush & Associates CPA LLC (PCAOB 6797)
Las Vegas, Nevada
July 1, 2026
9555 S. Eastern Ave., Suite 280, Las Vegas, NV 89123 ● 702.703.5979 ● www.bushandassociatescpas.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement of our report dated March 28, 2025, except for as described in Note 2 to the consolidated financial statements, to which the date is September 9, 2025 (which includes an explanatory paragraph relating to VenHub Global, Inc.’s ability to continue as a going concern), relating to the December 31, 2024 consolidated financial statements of VenHub Global, Inc.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ Rosenberg Rich Baker Berman, P.A. | |
| Somerset, New Jersey | |
| July 1, 2026 |