{"url_path":"/sec/vhub/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1972234/0001213900-26-054651-index.html","accession_number":"0001213900-26-054651","cik":"0001972234","ticker":"VHUB","issuer_name":"VenHub Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1972234/0001213900-26-054651-index.html","primary_entity_key":"0001972234","primary_entity_name":"VenHub Global, Inc."},"word_count":699,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES\nAND USE OF PROCEEDS.\n\n \n\nDuring the period from April 15, 2023, through\nApril 7, 2026 (the “Reporting Period”), we issued the following unregistered securities. Unless otherwise indicated, share\namounts are presented on an as-issued basis.\n\n \n\nIssuances for Services Rendered (Section\n4(a)(2))\n\n \n\nFrom April 15, 2023, through April 7, 2026,\nwe issued an aggregate of 8,139,308 shares of common stock to consultants and other service providers as consideration for bona fide services\n(the “SR Issuances”).\n\n \n\nThese issuances were made in reliance on\nSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering.\nEach recipient represented investment intent, had access to information necessary to make an informed investment decision, and was sophisticated\nwithin the meaning of the federal securities laws. No general solicitation or general advertising was used. The shares are “restricted\nsecurities” under Rule 144; appropriate restrictive legends and stop-transfer instructions were, or will be, applied.\n\n \n\nPrivate Placements for Cash (Rule 506(b))\n\n \n\nIn June 2025, we completed a private placement\nof 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\nUnits 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\non customary private-placement terms. In total, the Unit sale resulted in the issuance of 810,184 common shares and 405,162 warrants.\n\n \n\nThese sales were made in reliance on Rule\n506(b) of Regulation D. We did not use general solicitation or advertising. All purchasers were (or were represented to be) accredited\ninvestors within the meaning of Rule 501(a). Each purchaser represented investment intent and was afforded access to information necessary\nto make an informed investment decision. Certificates or book-entry statements bear appropriate restrictive legends, and stop-transfer\ninstructions were issued. We have filed or will file a Form D and make any required state notice filings.\n\n \n\n13\n\n \n\n \n\nUse of proceeds: All cash proceeds from this financing\nwere used to purchase parts and accessories for VenHub Smartstore testing and units for sale, consistent with our financial statement\ndisclosures.\n\n \n\nIssuance Pursuant to Settlement with\nTGAA (Section 4(a)(2))\n\n \n\nOn May 15, 2025, we issued 3,462,375 shares of\ncommon stock to the TGAA parties in connection with a settlement agreement (the “TGAA Settlement”). Under that agreement,\nthe TGAA parties agreed to forfeit 100,000 shares to treasury upon a direct listing of our common stock, resulting in 3,362,375 shares\nheld by the TGAA parties upon listing. These securities were issued in reliance on Section 4(a)(2) of the Securities Act; no fairness\nhearing occurred. No general solicitation or general advertising was used. Certificates or book-entry statements bear appropriate restrictive\nlegends, and the shares are subject to transfer restrictions.\n\n \n\nRegulation CF — Series B Preferred\n\n \n\nBeginning in April 2024, we conducted a Regulation\nCF 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\nat 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\npayment. The Series B Preferred converts into common stock on a 1:1 basis on or about September 30, 2025 (conversion solely for illustration\nof potential dilution; the sales reported here were the unregistered Reg CF sales of preferred shares).\n\n \n\nUse of proceeds: Amounts raised under Regulation\nCF were used to purchase parts and accessories for VenHub Smartstore testing and units for sale.\n\n \n\nAdditional Information Applicable to\nAll Unregistered Sales\n\n \n\nExcept as described above, no underwriters were\ninvolved in the foregoing transactions, and no underwriting discounts or commissions were paid by us (other than any ordinary 506(b)\nplacement-agent compensation, if applicable, which would be disclosed in our financial statements or a subsequent amendment). The foregoing\noffers and sales were made without registration under the Securities Act, and the securities may not be offered or sold in the United\nStates absent registration or an applicable exemption from registration. We believe the above transactions were exempt from registration\nas noted, did not involve a public offering, and were conducted in compliance with applicable state securities (“blue sky”)\nlaws."}