VenHub Global, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below. Material Weaknesses A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses: ● Limited segregation of duties. Due to the Company’s current size and limited accounting and finance personnel, certain key duties within the financial reporting process are not fully segregated. This creates a risk that errors or irregularities could occur and not be detected in a timely manner. ● Insufficient formalized internal control processes and documentation. The Company has not yet fully implemented formal policies, procedures, and documentation relating to financial reporting controls, including monitoring activities and review controls designed to mitigate the risk of management override. 47 Mitigating and Compensating Controls Although the material weaknesses described above exist, management has implemented certain procedures to assist in mitigating the associated risks. These procedures include: ● Engagement of an independent accounting consultant who assists management in the preparation and review of the Company’s quarterly and annual financial statements and in ensuring compliance with U.S. GAAP and SEC reporting requirements. ● Engagement of external legal counsel to assist in the review and preparation of the Company’s periodic reports and other filings with the SEC to support compliance with applicable disclosure requirements. While these measures provide additional review and oversight, they do not eliminate the identified material weaknesses. Remediation Plan Management is committed to improving the Company’s internal control over financial reporting. As additional working capital becomes available, the Company intends to take steps to remediate the material weaknesses described above, including: ● hiring additional accounting and finance personnel to improve segregation of duties; ● enhancing internal control documentation and implementing additional review and monitoring controls; and ● providing additional training and resources to strengthen the Company’s financial reporting processes. The remediation of these material weaknesses will take time, and management cannot provide assurance that these initiatives will fully remediate the material weaknesses in the near term. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 48 PART III Item 10. Directors, Executive Officers, and Corporate Governance; The current Directors and Officers of the Company are as follows: Name Age Position Shahan Ohanessian 62 Chief Executive Officer and Class I Director Matthew Hidalgo 43 Chief Financial Officer Shoushana Ohanessian 53 President and Class II Director Nader Kabbani 60 Class II Director Jeffrey Rubin 60 Class III Director Chantal Wessels 45 Class III Director Officers Shahan Ohanessian , 62, from 2012 to 2019, served as Chief Executive Officer of ABT Holdings, Inc., a company engaged in strategic partnerships with major logistics and food delivery platforms, including Amazon Logistics, Uber Eats, Eat24, and GrubHub. During his tenure, Shahan oversaw substantial growth in the company’s operations, which included managing a workforce of approximately 4,000 employees and generating annual revenues exceeding $200 million. His responsibilities included the implementation of advanced technological solutions aimed at enhancing operational efficiency. Prior to his role at ABT Holdings, Shahan was the Chief Executive Officer and co-founder of Insurance Services Network, Inc., a global provider of online property claims management systems. Under his leadership, the company achieved significant market expansion, with annual revenues surpassing $80 million within four years of its establishment. From 2017 to 2022, Shahan also served as Chief Executive Officer of Serve Limited, a pioneering blockchain technology company focused on developing blockchain-based solutions for delivery management and logistics. During his tenure, Shahan played a key role in expanding Serve Limited’s presence within the blockchain sector. The company wound down its operations in 2022, and its issued token is no longer actively traded. In 2020, Shahan Ohanessian filed for personal bankruptcy in the Central District of California, which subsequently closed on January 28, 2022. Shoushana Ohanessian, 53, has over 10 years of experience in logistics and operations. From 2012 to 2019, Ms. Ohanessian served as President of Operations for a major logistics delivery company, Scoobeez, Inc., where she oversaw the delivery of over 100 million shipments and managed a team of 2,000 drivers. During her tenure, she was responsible for improving operational efficiency and streamlining processes. The company ceased operations in 2019 and subsequently filed for Chapter 11 bankruptcy protection in the Central District of California, which subsequently closed on August 26, 2025. Ms. Ohanessian also held the position of President at Serve Limited, a blockchain company focused on delivery management and logistics. Under her leadership, Serve Limited pursued innovations in the use of blockchain technology for logistics. The company wound down operations in 2022, and the associated token is no longer traded on the market. Matthew Hidalgo, 43 , Matthew Hidalgo brings over 20 years of experience in accounting, operations, corporate finance, restructuring, SEC compliance, and acquisition integration. He has held various senior financial roles for both public and private companies, including serving as Chief Financial Officer for several portfolio companies. In these roles, Mr. Hidalgo has been responsible for overseeing financial operations, managing audits, ensuring regulatory compliance, and leading efforts to optimize financial performance and operational efficiency. Before joining VenHub, Mr. Hidalgo held key positions at WPCS International Incorporated, where he served as Controller and Operations Manager for its largest subsidiary. In this capacity, he managed all financial reporting and operational functions, playing a critical role in driving subsidiary performance. Prior to this role, he oversaw accounting functions for several Australian subsidiaries, providing strategic financial oversight and ensuring compliance with international accounting standards. 49 Mr. Hidalgo began his career at PricewaterhouseCoopers LLP, where he worked as an accountant focusing on financial statement preparation and partnership allocations for hedge funds and private equity firms. His expertise in financial analysis and accounting was honed through years of experience managing complex financial reporting and SEC compliance for public companies. Mr. Hidalgo holds a Bachelor of Science degree in Accounting from Pennsylvania State University. Board of Directors Shahan Ohanessian , 62, is a member of our Board of Directors. From 2012 to 2019, Mr. Ohanessian served as Chief Executive Officer of ABT Holdings, Inc., a company engaged in strategic partnerships with major logistics and food delivery platforms, including Amazon Logistics, Uber Eats, Eat24, and GrubHub. During his tenure, Shahan oversaw substantial growth in the company’s operations, which included managing a workforce of approximately 4,000 employees and generating annual revenues exceeding $200 million. His responsibilities included the implementation of advanced technological solutions aimed at enhancing operational efficiency. Prior to his role at ABT Holdings, Shahan was the Chief Executive Officer and co-founder of Insurance Services Network, Inc., a global provider of online property claims management systems. Under his leadership, the company achieved significant market expansion, with annual revenues surpassing $80 million within four years of its establishment. From 2017 to 2022, Shahan also served as Chief Executive Officer of Serve Limited, a pioneering blockchain technology company focused on developing blockchain-based solutions for delivery management and logistics. During his tenure, Shahan played a key role in expanding Serve Limited’s presence within the blockchain sector. The company wound down its operations in 2022, and its issued token is no longer actively traded. In 2020, Shahan Ohanessian filed for personal bankruptcy in the Central District of California, which subsequently closed on January 28, 2022. Shoushana Ohanessian, 53 , is a member of our Board of Directors and sits as our Chairwoman. Mrs. Ohanessian has over 10 years of experience in logistics and operations. From 2012 to 2019, Mrs. Ohanessian served as President of Operations for a major logistics delivery company, Scoobeez, Inc., where she oversaw the delivery of over 100 million shipments and managed a team of 2,000 drivers. During her tenure, she was responsible for improving operational efficiency and streamlining processes. The company ceased operations in 2019 and subsequently filed for Chapter 11 bankruptcy protection in the Central District of California, which subsequently closed on August 26, 2025. Mrs. Ohanessian also held the position of President at Serve Limited, a blockchain company focused on delivery management and logistics. Under her leadership, Serve Limited pursued innovations in the use of blockchain technology for logistics. The company wound down operations in 2022, and the associated token is no longer traded on the market. Jeffrey Rubin, 60, is a member of the Board of Directors. Mr. Rubin brings extensive leadership experience in the oil and gas retail industry, with over 36 years in the field. He is a seasoned executive with a proven track record in brand management, strategic planning, and marketing innovation. Throughout his career, Mr. Rubin has consistently demonstrated the ability to grow established businesses and launch new initiatives, all while driving operational excellence. From 2014 to 2024, Mr. Rubin held several senior positions at Motiva Enterprises, including Director of Marketing & Business Operations, Vice President of Management for Fuel Sales and Marketing, and Director of Special Projects. In these roles, he spearheaded strategic initiatives, fostered cross-functional team collaboration, and negotiated high-stakes partnerships. Known for his adaptability and strong business acumen, Mr. Rubin has consistently implemented industry best practices to improve performance metrics and drive growth. 50 Mr. Rubin earned an Executive MBA with a focus on general management from the University of California, Irvine, in 1991, and a Bachelor of Science degree in Marketing and Management from Northeastern University in 1987. His areas of expertise include brand and retail marketing strategy, consumer insights, business analytics, product innovation, concept development, leadership in cross-functional team settings, and strategic negotiations, including joint ventures. Jeffrey Rubin is recognized for his ability to deliver innovative solutions and foster significant business advancements. He has consented to serve on the Board of Directors if elected and is committed to supporting the company’s strategic objectives to enhance stakeholder value. Nader Kabbani, 60, is a member the Board of Directors and chairs our Compensation Committee. Mr. Kabbani brings a wealth of experience in industrial engineering, management consulting, and leading transformative initiatives in both startup and corporate settings. Over his distinguished career, he has demonstrated exceptional expertise in scaling businesses, launching new ventures, and navigating complex operational challenges. Mr. Kabbani served at Amazon.com for 18 years, where he played a pivotal role in incubating, launching, and leading multi-billion-dollar businesses. His leadership extended across logistics, pharmacy services, self-publishing, Kindle devices, inventory planning, and supply chain management. Prior to his tenure at Amazon, he held senior roles in the airline and travel industry with companies such as American Airlines, Sabre Technologies, and McKinsey & Company. Additionally, he has contributed as a Chief Operating Officer and Senior Vice President at innovative startups, including CALEB Technologies and Flexport, showcasing his ability to drive growth and operational excellence across various sectors. Mr. Kabbani holds a Bachelor of Science degree in Electrical Engineering and a Master of Science degree in Industrial Engineering & Operations Research, both from Texas A&M University, awarded in 1986 and 1988, respectively. His technical background, coupled with his vast professional experience, positions him as an insightful leader capable of addressing complex challenges in a dynamic business environment. He has consented to serve on the Board of Directors if elected and is committed to advancing the company’s objectives while creating value for its stakeholders. Chantal Wessels , 45, is a member of our Board of Directors and serves as both our financial expert and chair our Audit Committee. Ms. Wessels is a seasoned financial executive with over 20 years of global leadership experience, including CFO roles at Parameta Solutions and Apex Fintech Solutions, and senior finance leadership positions at NASDAQ. She brings deep financial expertise in IPO readiness, SEC reporting, strategic planning, capital allocation, and operational transformation. Chantal has led the development of investor-grade financial infrastructures, SOX-compliant controls, and scalable reporting systems to support high growth, regulated businesses. She is recognized for her ability to strengthen financial governance, enhance transparency, and align finance strategy with long-term business objective. Committees Audit Committee The Company’s audit committee will be responsible for, among other things: ● overseeing our accounting and financial reporting process; ● appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us; ● discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response; 51 ● pre-approving all audit and non-audit services provided to us by our independent registered public accounting firm (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC); ● reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm; ● discussing our risk management policies; ● reviewing and approving or ratifying any related person transactions; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and ● preparing the audit committee report required by SEC rules. Our audit committee is expected to consist of Jeffrey Rubin, Nader Kabbani and Chantal Wessels, who shall serve as chair. All members of our audit committee will meet the requirements for financial literacy under the applicable Nasdaq rules and regulations. The Company Board expects to affirmatively determine that each member of the audit committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act applicable audit committee members. In addition, the Company Board expects to determine that Chantal Wessels qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Compensation Committee The Company’s compensation committee will be responsible for, among other things: ● reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation; ● reviewing and setting or making recommendations to the Company Board regarding the compensation of our other executive officers; ● reviewing and making recommendations to the Company Board regarding director compensation; ● reviewing and approving or making recommendations to the Company Board regarding our incentive compensation and equity-based plans and arrangements; ● appointing and overseeing any compensation consultants; ● reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and ● preparing the annual compensation committee report required by SEC rules, to the extent required. Our compensation committee is expected to consist of Jeffrey Rubin, Chantal Wessels, and Nader Kabbani, who shall serve as chair. The Company Board has determined that each of these directors qualify as “independent” under Nasdaq’s additional standards applicable to compensation committee members and each member of the compensation committee is a “non-employee director” as defined in Section 16b-3 of the Exchange Act. 52 Nominating and Corporate Governance Committee The Company’s nominating and corporate governance committee will be responsible for, among other things: ● identifying individuals qualified to become members of the Company Board and ensure the Company Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds; ● recommending to the Company Board the persons to be nominated for election as directors and to each committee of the Company Board; ● developing and recommending to the Company Board corporate governance guidelines, and reviewing and recommending to the Company Board proposed changes to our corporate governance guidelines from time to time; and ● overseeing the annual evaluations of the Company Board, its committees and management. Our nominating and corporate governance committee is expected to consist of Chantal Wessels, Nader Kabbani and Jeffrey Rubin, who shall serve as chair. The Company Board has determined that the members of our nominating and corporate governance committee qualify as “independent” under Nasdaq rules applicable to nominating and corporate governance committee members. The nominating and corporate governance committee will review nominations for election or re-election to the Company Board consistent with the requirements of Nevada Revised Statutes Section 78.115, considering a candidate’s qualifications, merits, and The Company’s needs after taking into account the current composition of the Company Board. At minimum, all candidates must meet the statutory requirements that directors be at least 18 years of age and have not been convicted of a felony involving fraud or similar misconduct. When evaluating candidates annually for nomination for election, the nominating and corporate governance committee will consider an individual’s skills, diversity, independence, experience in areas that address the needs of the Company Board and ability to devote adequate time to The Company Board duties. The nominating and corporate governance committee does not specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election. Whenever a new seat or a vacated seat on the Company Board is being filled, candidates that appear to best fit the needs of the Company Board and The Company will be identified, interviewed and evaluated by the nominating and corporate governance committee. Candidates selected by the nominating and corporate governance committee will then be recommended to the full The Company Board. The Company Board may from time to time establish other committees. Compensation Committee Interlocks and Insider Participation No anticipated member of the compensation committee was at any time during fiscal year 2024 or since, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our board of directors or member of our compensation committee. Family Relationships The Company’s Chief Executive Officer and the Company’s President are married. The marital relationship between these two executive officers represents a related-party relationship under ASC 850-10-50-1. While both individuals serve in executive leadership positions, all compensation with each officer has been approved by the Company’s Board of Directors, excluding the related parties, to ensure such arrangements are on terms deemed reasonable and consistent with arms-length practices. 53 Involvement in Certain Legal Proceedings In 2019, Scoobeez, Inc., an entity majority controlled by Shahan Ohanessian, the Company’s CEO and Director, and Shoushana Ohanessian, the Company’s Chairwoman, filed for Chapter 11 bankruptcy in the Central District of California, case number 2:19-bk-14989-WB. The bankruptcy for Scoobeez, Inc. was closed on August 26, 2025. In 2020, Shahan Ohanessian filed for personal bankruptcy in the Central District of California, case number 2:20-bk-12167-WB. Mr. Ohanessian’s bankruptcy was closed on January 28, 2022. With the exception of the above, to our knowledge, during the last ten years, none of our directors and executive officers has: ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics The Company adopted a code of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics will be available on our website, ( https://www.venhub.com/investors ). The Company intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a Current Report on Form 8-K. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2025 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with. 54 Item 11. Executive Compensation Name and Principal Position Year Ended Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation Earnings Non-Qualified Deferred Compensation Earnings All Other Compensation Total Shahan Ohanessian, 2025 $ 681,250 -- 3,107,500 -- -- -- -- $ 3,788,750 CEO Director 2024 $ 575,000 -- 2,508,000 -- -- -- -- $ 3,083,000 Shoushana Ohanessian, 2025 $ 618,750 -- 3,107,500 -- -- -- -- $ 3,726,250 President Director 2024 $ 575,000 -- 2,508,000 -- -- -- -- $ 3,083,000 Matt Hidalgo, 2025 $ 135,000 -- 847,000 -- -- -- -- $ 982,000 CFO 2024 $ 120,000 -- 396,720 -- -- -- -- $ 516,720 Currently all executives perform their duties pursuant to their employment agreements. In July 2025 we entered into new employment agreements with our Chief Executive Officer, Shahan Ohanessian, and our President, Shoushana Ohanessian which became effective in October of 2025.. The agreements provide for base salaries of $1,000,000 and $750,000, respectively, subject to annual increases. Each executive is entitled to guaranteed annual cash bonuses ($1,850,000 for Mr. Ohanessian and $1,387,500 for Ms. Ohanessian), annual equity grants of fully vested common stock (1,000,000 and 750,000 shares, respectively), as well as significant additional equity compensation tied to performance milestones, such as store openings and listing on a national securities exchange. These agreements also provide for generous severance and change-in-control protections, including lump sum payments of up to the remaining term of the agreement, accelerated equity vesting, COBRA payments, and post-termination advisory roles. Matt Hidalgo has entered into an executive employment agreement to be effective upon effectiveness of the registration statement on October 23, 2025 with a base salary of $180,000 as Chief Financial Officer base salary with a bonus package to be determined by the Compensation Committee. The executive employment agreements with Shahan Ohanessian and Shoushana Ohanessian, provide for annual equity grants of 1,000,000 and 750,000 fully vested shares, respectively, as well as milestone-based equity awards for store openings, geographic expansion, and public listing events. 55 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of March 23, 2026, each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company’s common stock. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown. Except as otherwise indicated, the address of each beneficial owner is c/o VenHub Global, Inc. 5360 Procyon Street, Las Vegas, Nevada 89118. Name of Beneficial Owner (1) Common Stock ( 2 ) % of Common % of Voting Power (3) Shahan Ohanessian ( 4 ) 30,260,701 35.65 % 43.41 % Shoushana Ohanessian ( 5 ) 30,617,514 36.07 % 43.61 % Matt Hidalgo 276,000 0.33 % 0.15 % Jeffrey Rubin 45,000 0.05 % 0.02 % Nader Kabbani 375,211 0.44 % 0.20 % Chantel Wessels 10,000 0.01 % 0.01 % All directors and executive officers as a group (6 persons) 61,584,426 72.56 % 87.40 % (1) Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. ( 2 ) Includes shares of common stock issuable pursuant to executive employment agreements with Shahan Ohanessian and Shoushana Ohanessian, which provide for annual equity grants of 1,000,000 and 750,000 fully vested shares, respectively, as well as milestone-based equity awards for store openings, geographic expansion, and public listing events. The number of shares beneficially owned also includes any shares held by SSO, LLC, a company controlled by Mr. Ohanessian. Mr. and Mrs. Ohanessian have determined to defer payment of the bonus shares until September 30, 2026. (3) The voting rights represent the voting rights now and included 84,878,857 and 100,000 shares of Series C Preferred, which have voting rights equal to 1000:1 . Mathew Hidalgo, Chantel Wessels, Jeffrey Rubin, and Nader Kabbani collectively hold 706,211 shares of common stock, which equals less than 1% of the total issued and outstanding common stock and less than a half a percent of total voting rights. Therefore, we have not presented voting rights before and after the offering, as the change is de minimis. (4) Shahan Ohanessian currently holds 293,186 shares of common stock. He also will receive an annual incentive of an additional 1,000,000 shares. In addition, Mr. Ohanessian owns SSO, LLC, along with his wife, Shoushana Ohanessian. SSO, LLC holds 57,935,029 shares of common stock and 100,000 shares of Series C Preferred Stock. For purposes of calculating percentage of ownership and voting rights attributed to Mr. Ohanessian, the table allocates 28,967,515 shares of common stock to Mr. Ohanessian and 50,000 shares of Series C Preferred. As a result, Mr. Ohanessian holds 30,260,701 shares of common and has voting rights equal to 80,260,701 votes. (5) Shoushana Ohanessian currently holds 900,000 shares of common stock. She also will receive an annual incentive of an additional 750,000 shares. In addition, Mrs. Ohanessian owns SSO, LLC, along with her husband, Shahan Ohanessian. SSO, LLC holds 57,935,029 shares of common stock and 100,000 shares of Series C Preferred Stock. For purposes of calculating percentage of ownership and voting rights attributed to Mrs. Ohanessian, the table allocates 28,967,514 shares of common stock to Mrs. Ohanessian and 50,000 shares of Series C Preferred. As a result, Mrs. Ohanessian holds 30,617,514 shares of common and has voting rights equal to 80,617,514 votes. We are not aware of any arrangements that could result in a change of control. Item 13. Certain Relationships and Related Transactions and Director Independence Transactions with Related Persons As of December 31, 2025, the Chief Executive Officer had $802,633, the President $1,195,833 and the Chief Financial Officer $116,021, respectively, in accrued compensation that they have voluntarily deferred until future periods. Payments of $600,000, $295,000 and $104,026 were made to each respectively during the year ended December 31, 2025. Compensation arrangements with our executive officers and directors are described under “Executive Compensation” and are not included in this section. On July 10, 2025 the Chief Executive Officer loaned the Company $200,000. On July 21, 2025 the loan was repaid. 56 On November 24, 2025, the CEO signed a promissory note with the Company for $250,000. On December 4, 2025, the CEO signed a promissory note with the Company for $250,000. On December 9, 2025, the CEO signed a promissory note with the Company for $250,000. On December 9, 2025, the CEO signed a promissory note with the Company for $250,000. All notes expire at the annual date from issuance and accrue interest at 7% per annum. At December 31 , 2024, the Chief Executive Officer had $872,083, the President $721,383 and the Chief Financial Officer $85,000, respectively, in accrued compensation that they have voluntarily deferred until future periods. No payments were made for the three and six months ended June 30, 2024. In July of 2025, we entered into executive employment agreements with Shahan Ohanessian, our Chief Executive Officer, and Shoushana Ohanessian, our President and Chairwoman of the Board which commenced upon effectiveness of our Registration Statement on October 23, 2025. Mr. and Ms. Ohanessian are spouses and, through SSO, LLC, together beneficially own a majority of our outstanding shares and voting power. The terms of the agreements provide for base salaries, guaranteed cash bonuses, and extensive equity-based compensation. In addition, the agreements contain severance, change-in-control, and advisory provisions that could result in substantial future payments and equity issuances to Mr. and Ms. Ohanessian. Given their control of the company, the agreements constitute related party transactions. On April 10, 2024, the Company signed a stock purchase agreement with a member of the Board of Advisors for 35,524 shares and for gross proceeds of $200,000. On July 15, 2024, the Company signed a stock purchase agreement with a member of the Board of Directors for 30,211 shares and for gross proceeds of $300,000. Director Independence Under the Company’s Corporate Governance Guidelines and the Nasdaq rules, a director will not be independent unless the Board of Directors affirmatively determines that the director does not have a direct or indirect material relationship with the Company or any of its subsidiaries. In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules. The Board will undertake a review of its composition, the composition of its committees and the independence of directors and consider whether any director has a material relationship with The Company that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, the Company Board has determined that Jeffrey Rubin, Nader Kabbani, and Chantal Wessels, who comprise all of The Company’s non-employee directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the Nasdaq rules. In making these determinations, the Company Board will consider the relationships that each non-employee director has with The Company and all other facts and circumstances the Company Board deemed relevant in determining their independence, including the director’s beneficial ownership of The Company Common Stock. Item 14. Principal Accounting Fees and Services. The aggregate fees incurred for professional services since the inception of the Company rendered by the independent registered public accounting firm for the audit of the Company’s annual financial statements included in the Company’s Form 10-K and review of financial statements for its quarterly report (Form 10-QT) are reported below. The total fees charged by Bush & Associates CPA, LLC in 2025 and Rosenberg Rich Baker Berman, P.A. in 2024 for auditing services aggregated $21,000 and $70,000, respectively, which includes fees for the 2025 and 2024 audited financial statements and review of the quarterly financial statements. Audit Taxes Filings Other Total 2025 $ 21,000 $ 6,050 $ 24,001 $ - $ 51,051 2024 $ 70,000 $ 4,250 $ - $ - $ 74,250 57 PART IV Item 15. Exhibits, Financial Statement Schedules Exhibit Number Description of Exhibit Filed 3.1 Articles of Incorporation for Autonomous Solutions, Inc Form S-1 Filed October 3, 2025 3.2 Amended and Restated Bylaws of VenHub Global, Inc. Form S-1 Filed October 3, 2025 3.3 Articles of Amendment for Autonomous Solutions, Inc. Form S-1 Filed October 3, 2025 3.4 Certificate of Conversion for VenHub Global, Inc. as filed with Delaware Form S-1 Filed October 3, 2025 3.5 Certificate of Amendment for VenHub Global, Inc. Form S-1 Filed October 3, 2025 3.6 Articles of Conversion for VenHub Global, Inc. as filed with Nevada Filed Herewith 3.7 Audit Committee Charter Form S-1 Filed October 3, 2025 3.8 Compensation Committee Charter Form S-1 Filed October 3, 2025 3.9 Nominating and Corporate Governance Committee Charter Form S-1 Filed October 3, 2025 10.1 Lease Agreement between Nettleton Trust and VenHub Global, Inc. for premises located in Pasadena, CA Form S-1 Filed October 3, 2025 10.2 Lease Agreement between Nettleton Trust and VenHub Global, Inc. for premises located in Las Vegas, NV Form S-1 Filed October 3, 2025 10.3 Employment Agreement of Chief Executive Officer Form S-1 Filed October 3, 2025 10.4 Employment Agreement of President Form S-1 Filed October 3, 2025 10.5 Employment Agreement of Chief Financial Officer Form S-1 Filed October 3, 2025 14.1 VenHub Global, Inc. Code of Ethics Form S-1 Filed October 3, 2025 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herein 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herein 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herein 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herein 97.1 Compensation Recovery Policy Herein 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 58 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VenHub Global, Inc. Date: 3/24/2026 By: /s/ Shahan Ohanessian Name: Shahan Ohanessian Title: Chief Executive Officer (Principal Executive Officer) Date: 3/24/2026 By: /s/ Matt Hidalgo Name: Matt Hidalgo Title: Chief Financial Officer (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on March 24, 2026 on behalf of the registrant and in the capacities indicated. Signature Title /s/ Shahan Ohanessian Chief Executive Officer Shahan Ohanessian /s/ Matt Hidalgo Chief Financial Officer Matt Hidalgo /s/ Shoushana Ohanessian President Shoushana Ohanessian 59 VENHUB GLOBAL INC. INDEX Report of Independent Registered Public Accounting Firm PCAOB ID: 6797 F-2 Report of Independent Registered Public Accounting Firm PCAOB ID: 89 F-3 Consolidated balance sheets as of December 31, 2025, and December 31, 2024 F-4 Consolidated statements of operations for the years ended December 31, 2025, and December 31, 2024 F-5 Consolidated statements of stockholders’ deficit for years ended December 31, 2025, and December 31, 2024 F-6 - F-7 Consolidated statements of cash flows for the years ended December 31, 2025, and December 31, 2024 F-8 Notes to consolidated financial statements F-9 - F-25 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders VenHub Global, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of VenHub Global, Inc. (the “Company”) as of December 31, 2025, and the related statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. /s/ Bush & Associates CPA LLC We have served as the Company’s auditor since 2025. Henderson, Nevada March 24, 2026 PCAOB ID Number 6797 F- 2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of VenHub Global, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of VenHub Global, Inc. (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s operating losses, working capital deficit and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Rosenberg Rich Baker Berman, P.A. We served as the Company’s auditor from 2023 to 2024. Somerset, New Jersey 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. F- 3 VENHUB GLOBAL, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 89,634 $ 1,352,892 Inventory (note 2) 1,021,947 900,543 Security deposit - current 2,000 - Deferred offering cost - 88,704 Prepaid expenses 248,032 33,707 Total current assets: 1,361,613 2,375,846 Non-current assets: Security deposit 79,566 16,074 Property and equipment, net (note 2) 1,275,078 109,664 Right of use asset 907,705 188,918 Total non-current assets: 2,262,349 314,656 Total assets: $ 3,623,962 $ 2,690,502 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses $ 716,329 491,868 Interest payable - current 89,148 65,889 Sales tax payable 6,839 - Customer deposits 203,645 137,895 Current operating lease liability 346,953 174,254 Loan payable - related party (note 4) 1,000,000 - Deferred revenue (note 2) 1,500,000 - Accrued payroll and compensation (note 4) 2,114,487 1,678,466 Convertible debt at fair value (note 9) 4,576,949 3,542,797 Total current liabilities: 10,554,350 6,091,169 Noncurrent liabilities: Interest payable 131,549 - Right of use liability 706,441 269,761 Promissory note (note 3) 2,550,930 - Total noncurrent liabilities: 3,388,920 269,761 Total liabilities: 13,943,270 6,360,930 Commitments and contingencies: (note 3 and 6) Stockholders’ deficit: Preferred Stock A - $ 0.001 par value; 100,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 100,000 as of December 31, 2024 - 100 Preferred Stock B- $ 0.001 par value; 20,000,000 shares authorized; 3,943 shares issued and outstanding as of December 31, 2025 and 593,742 as of December 31, 2024 3 594 Preferred Stock C - $ 0.001 par value; 100,000 shares authorized; 100,000 shares issued and outstanding as of December 31, 2025 and 0 as of December 31, 2024 100 - Common stock - $ 0.001 par value; 100,000,000 shares authorized; 75,024,356 shares issued and outstanding as of December 31, 2025 and 26,500,959 as of December 31, 2024 75,024 26,501 Additional paid-in capital 71,774,075 16,071,724 Accumulated deficit ( 82,168,510 ) ( 19,769,347 ) Total stockholders’ deficit: ( 10,319,308 ) ( 3,670,428 ) TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT: $ 3,623,962 $ 2,690,502 The accompanying notes are an integral part of these consolidated financial statements. F- 4 VENHUB GLOBAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 2024 Revenue Store sales $ 750,000 $ - Product sales 114,450 - Total revenue 864,450 - Cost of goods sold Store costs 513,778 - Product costs 69,982 - Total cost of goods sold 583,760 - Gross profit 280,690 - Operating expenses General and administrative expenses 37,061,557 6,888,041 Payroll and compensation 1,435,000 1,270,000 Research and development 1,215,098 875,975 Total operating expenses 39,711,655 9,034,016 (Loss) income from operations ( 39,430,965 ) ( 9,034,016 ) Other expenses Settlement expense 22,287,419 - Interest expense 563,069 165,889 Change in fair value of convertible debt 117,710 192,797 Total other expenses 22,968,198 358,686 Income tax provision - - Net loss ( 62,399,163 ) ( 9,392,702 ) Loss per share Basic and diluted $ ( 1.67 ) $ ( 0.36 ) Weighted average common shares outstanding Basic and diluted 37,344,429 26,017,018 The accompanying notes are an integral part of these consolidated financial statements. F- 5 VENHUB GLOBAL, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 Common Stock Preferred Stock A Preferred Stock B Preferred Stock C Additional Total Number of Shares Amount Number of shares Amount Number of shares Amount Number of shares Amount Paid-In Capital Accumulated Deficit Stockholders’ Deficit Beginning, January 1, 2025 26,500,959 $ 26,501 100,000 $ 100 593,742 $ 594 - $ - $ 16,071,724 $ ( 19,769,347 ) $ ( 3,670,428 ) Issuance of common stock 5,644,597 5,644 - - - - - - 31,885,659 - 31,891,303 Issuance of common stock - settlement 3,462,375 3,462 - - - - - - 19,558,957 - 19,562,419 Issuance of common stock - warrants 810,324 811 - - - - - - 3,499,189 - 3,500,000 Issuance of common stock, Series A conversion 37,935,029 37,935 ( 100,000 ) ( 100 ) - - - - ( 37,935 ) - - Issuance of common stock, series B conversion 671,072 671 - - ( 671,072 ) ( 672 ) - - 671 - 670 Issuance of preferred stock B, crowdfunding - - - - 81,273 81 - - 795,810 - 795,891 Issuances of series C stock - - - - - - 100,000 100 - - - Net loss - - - - - - - - - ( 62,399,163 ) ( 62,399,163 ) Ending December 31, 2025 75,024,356 $ 75,024 - $ - 3,943 $ 3 100,000 $ 100 $ 71,774,075 $ ( 82,168,510 ) $ ( 10,319,308 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 VENHUB GLOBAL, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2024 Common Stock Preferred Stock A Preferred Stock B Preferred Stock C Additional Total Number of Shares Amount Number of shares Amount Number of shares Amount Number of shares Amount Paid-In Capital Accumulated Deficit Stockholders’ Deficit Beginning, January 1, 2024 24,454,000 $ 24,454 100,000 $ 100 317,677 $ 318 - $ - $ 9,492,015 $ ( 10,376,645 ) $ ( 859,758 ) Issuance of common stock 1,981,224 1,980 - - - - - - 4,515,182 - 4,517,162 Stock purchase agreement 65,735 67 - - - - - - 535,000 535,067 Issuance of preferred stock B, crowdfunding - - - - 276,065 276 - - 1,529,527 - 1,529,803 Net loss - - - - - - - - - ( 9,392,702 ) ( 9,392,702 ) Ending December 31, 2024 26,500,959 $ 26,501 100,000 $ 100 593,742 $ 594 - $ - $ 16,071,724 $ ( 19,769,347 ) $ ( 3,670,428 ) The accompanying notes are an integral part of these consolidated financial statements. F- 7 VENHUB GLOBAL INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) from continuing operations $ ( 62,399,163 ) $ ( 9,392,702 ) Adjustments to reconcile net loss to net cash used in operating activities: Settlement expense 22,062,419 - Share based compensation 31,891,974 4,515,182 Depreciation expense 104,642 48,279 Amortization of debt issuance costs - 100,000 Unrealized loss on convertible debt 117,710 192,797 Change in operating assets and liabilities: Inventory ( 121,404 ) ( 900,543 ) Deferred offering cost 88,704 ( 88,704 ) Promissory note interest 50,930 - Paid in kind interest capitalized 266,442 - Interest payable 154,808 65,889 Prepaid expenses ( 214,325 ) ( 33,707 ) Deferred revenue 1,500,000 - Customer deposits 65,750 71,750 Security deposit ( 63,492 ) - Change in operating right of use asset ( 720,787 ) 56,432 Change in operating right of use liability 609,379 ( 152,556 ) Accounts payable and accrued expenses 224,461 471,689 Sales tax payable 6,839 - Accrued payroll and compensation 436,021 1,064,300 Net cash (used) in operating activities ( 5,939,092 ) ( 3,981,894 ) CASH FLOWS FROM INVESTING ACTIVITIES Property and equipment, net ( 1,270,057 ) - Net cash (used) in investing activities ( 1,270,057 ) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from crowdfunding 795,891 1,529,803 Proceeds from convertible debt, net 650,000 3,250,000 Proceeds from common stock issuance - 535,067 Proceeds from warrant issuance 3,500,000 - Proceeds from related party notes 1,000,000 ( 26,844 ) Net cash provided by financing activities 5,945,891 5,288,026 Net (decrease) increase in cash and cash equivalents ( 1,263,258 ) 1,306,132 Cash and cash equivalents, beginning of period 1,352,892 46,760 Cash and cash equivalents, end of period $ 89,634 $ 1,352,892 Supplemental disclosure of cash flow information Interest paid $ 90,790 $ - Cash paid for settlement $ 225,000 $ - Supplemental disclosure of non-cash investing and financing activities Common stock for services rendered 5,644,597 - Common stock for settlement 3,462,375 - The accompanying notes are an integral part of these consolidated financial statements. F- 8 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 1. ORGANIZATION AND LINE OF BUSINESS VenHub, Global Inc. (which may be referred to as the “Company”, “we,” “us,” or “our” doing business as Venhub) was registered in Wyoming on January 31, 2023 , as Autonomous Solutions Inc. On August 15, 2024, the Company redomiciled from Wyoming to Delaware and also renamed the Company to VenHub Global, Inc. (“VenHub”). On October 3, 2025, the Company redomiciled from Delaware to Nevada. The Company is a business-to-business operation that provides an innovative approach to the retail industry, specifically in the convenience store sector. VenHub 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. On September 16, 2024, the Company created three wholly owned subsidiary limited liability companies: 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 was incorporated in Nevada on June 4, 2025, as the fourth subsidiary and is designed to focus on ownership of Company-owned stores. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Going Concern As of December 31, 2025, the Company has sold three stores and is operating two Company owned stores which were operational on June 6, 2025 and November 4, 2025. Since its inception, the Company has experienced recurring losses and, as of December 31, 2025, reported a working capital deficit of $ 9,192,737 and negative cash flows from operating activities for the year then ended. 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 by fulfilling the pre order list along with exploring both additional equity and debt financing. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties. F- 9 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Inventory Inventories are stated at the lower of cost or estimated realizable value. The Company determines the cost of inventory using the first-in, first-out, or FIFO, method. The Company capitalizes inventory costs associated with the Company’s product based on management’s judgment, future commercialization is considered probable, and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The following table illustrates inventory as of December 31, 2025, and December 31, 2024: December 31, 2025 December 31, 2024 Raw material 1,021,947 751,574 Work in progress - 148,969 Inventory $ 1,021,947 $ 900,543 Inventory consists primarily of raw materials, purchased components, subassemblies, and robotic units. Work in process includes partially assembled robotic systems and artificial intelligence hardware integrated with proprietary software that are in various stages of completion. The Company did not have any product inventory on hand as of December 31, 2025, as all product inventory was expensed as incurred. Product inventory turns rapidly and is generally sold within the same reporting period. As a result, all product inventory acquired during the period was sold prior to year-end. Accordingly, ending product inventory was zero, while cost of goods sold for product inventory reflects consumer products sold at LAX Metro and Union Station during the year. Management reviewed purchasing and sales activity through year-end and confirmed no product inventory remained on hand as of December 31, 2025. Reclassification Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year’s presentation. Restatement of Previously Issued Consolidated Financial Statements While preparing its year end December 31, 2024 financials, the Company identified an omission (the “Omission”) in the Company’s historical consolidated financial statements for the year ended December 31, 2024. The Company has since added earnings per share and weighted average common shares outstanding presentation to the statement of operations for the year ended December 31, 2024. We have also updated our footnotes to include an earnings per share disclosure (note 14) and further disclosure for both share based compensation (note 8) and inventory (note 2) policies. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Significant estimates used in the preparation of the accompanying financial statements include recording of convertible notes, depreciation and amortization based on estimated useful lives of property and equipment and the fair value of shares issued for compensation. Risks and Uncertainties The Company has a limited operating history. The Company’s business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company’s financial condition and the results of its operations. Cost of Goods Sold Cost of Goods Sold (COGS) includes the cost of consumer products sold through the Company’s automated retail stores, the purchase price of inventory, inbound freight, packaging materials, and costs associated with product assembly or customization. COGS is recorded at the time revenue is recognized, which typically coincides with the transfer of control of goods to the customer. Concentration of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $ 250,000 . At times, the Company may maintain balances in excess of the federally insured limits. As of December 31, 2025, the Company’s cash was less than $ 250,000 and fully insured. At December 31, 2024, the Company had $ 1,102,892 more than the federally insured limit. F- 10 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2025, the Company had $ 89,634 cash on hand and no cash equivalents. At December 31, 2024, the Company had $ 1,352,892 of cash on hand and no cash equivalents. Intercompany Transactions The Company engages in transactions with its subsidiaries and other related entities as part of its normal business operations. These transactions are conducted on terms and conditions that are similar to those with third parties and are eliminated in preparing the consolidated financial statements. Property and Equipment Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income. As of December 31, 2025, the Company had $ 1,275,078 of property and equipment, net. The Company had $ 109,664 of property and equipment, net at December 31, 2024. Depreciation is provided using the straight-line method, based on useful lives of the assets, which the Company estimates is 5 years. The Company’s property and equipment is comprised of machinery and equipment and leasehold improvements whose useful life is the lesser of the remaining lease term or estimated useful life. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. The Company had no impairment as of December 31, 2025. The Company capitalizes the costs of constructing and preparing company-owned retail stores and display centers for their intended use. Capitalized costs include expenditures directly attributable to the acquisition, construction, and development of store locations, such as leasehold improvements, construction costs, architectural and design fees, furniture, fixtures, and equipment. Internal payroll and related costs that are directly associated with store development activities are also capitalized. Once a store or display is placed into service, the assets are depreciated on a straight-line basis over their estimated useful lives, which generally range from five to seven years for furniture, fixtures, and equipment, and over the shorter of the useful life or lease term for leasehold improvements. Routine maintenance and repair costs are expensed as incurred. If indicators of impairment are present, the Company evaluates company-owned stores or display centers for recoverability by comparing the carrying amount of the store assets to the estimated future undiscounted cash flows expected to be generated. If the carrying value exceeds expected cash flows, an impairment charge is recognized equal to the amount by which the carrying value exceeds fair value. As of December 31, 2025, the net book value of capitalized company-owned store and display assets was $ 973,052 , which is included in “Property and Equipment, net” on the consolidated balance sheets. There was $ 35,208 depreciation expense related to company-owned store assets/display centers for the year ended December 31, 2025 and no depreciation expense for the year ended December 31, 2024. Depreciation expense for the year ended December 31, 2025 and 2024, was $ 104,642 and $ 48,279 respectively. F- 11 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Deferred Revenue Deferred revenue is a liability on the Company’s balance sheet that represents payment for preorders of the Company’s stores and for store sale not yet in production. Deferred revenue is recognized as earned revenue on the income statement as the good or service is delivered to the customer. The balance at December 31, 2025 was $ 1,500,000 and there was no deferred revenue at December 31, 2024. Customer Deposits Customer deposits are recorded as a liability on the consolidated balance sheets, as the Company has not yet transferred control of the promised goods or services to the customer in accordance with ASC 606, Revenue from Contracts with Customers. Upon satisfaction of the related performance obligations, these amounts will be recognized as revenue. Customer deposits are refundable until the underlying order is fulfilled. The balance at December 31, 2025 and 2024, was $ 203,645 and $ 137,895 respectively. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. Fair value should be based on assumptions market participants would use when pricing an asset. U.S. GAAP provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Assets and liabilities that are required to be recorded at fair value on the balance sheet are categorized based on the inputs to valuation techniques as follows: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. Refer to Note 10 for liabilities measured at fair value at December 31, 2025, and December 31, 2024. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts (“ASC 606”) using the 5 step process: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price. 5) Recognize revenue when the entity satisfies a performance obligation. F- 12 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 The Company’s primary sources of revenue are from the sale of Smart Stores and, once fully commercialized, recurring subscription fees for its SaaS platform and related maintenance and support services. Smart Stores Revenue from the sale of Smart Stores is recognized at a point in time, generally upon delivery when control of the Smart Store transfers to the customer. Smart Store arrangements typically require that the customer also enter into a SaaS subscription agreement, as the SaaS platform is essential to the full operation of the Smart Store. SaaS Services The Company’s SaaS platform provides customers with cloud-based inventory management, artificial intelligence–driven personalization, and autonomous operating functionality. The Company has concluded that SaaS services are a distinct performance obligation within the context of the contract. Revenue from SaaS arrangements will be recognized ratably over the term of the subscription agreement, which is generally one year, as the services are provided. To date, however, the Company has not charged customers for SaaS services in connection with its initial Smart Store deployments. These services have been provided at no cost as part of the Company’s early-stage commercialization strategy, and accordingly, no revenue related to SaaS services has been recognized for the periods presented. Maintenance and Support Services Customers may elect to enter into maintenance and support agreements or alternatively request services from the Company on an ad hoc, pay-as-needed basis. Maintenance and support services, when provided under a contractual arrangement, are accounted for as a separate performance obligation and recognized ratably over the term of the contract. Similar to SaaS, the Company has not charged its initial store customers for maintenance services to date, and no revenue has been recognized for these services for the periods presented. Licensing of Intellectual Property At present, the Company does not license its intellectual property separately from Smart Store sales. Should the Company enter into licensing arrangements in the future, such arrangements will be evaluated to determine whether they provide a right to use or a right to access the Company’s intellectual property and revenue will be recognized accordingly. The Company’s evaluation under ASC 606-10-25-19 through 25-22 determined that while the Smart Store and SaaS are each capable of being distinct, the SaaS platform is essential to the full operation of the Smart Store, as disclosed in the Smart Store revenue recognition policy. As noted above, the Company has not recognized revenue for SaaS or maintenance services for the periods presented because such services were provided free of charge. Revenue is recognized at a point in time or over time, depending on the nature of the performance obligation. To date, the Company has not charged customers for SaaS or maintenance services in connection with its initial Smart Store deployments; accordingly, no revenue related to SaaS or maintenance services has been recognized. The Company expects to begin charging for such services in the future and will recognize revenue over the service period in accordance with ASC 606. For the year ended December 31, 2025, the Company entered into SaaS subscription agreements in connection with the opening of its North Hollywood, Glendale and Hollywood Smart Stores. Although SaaS is a distinct performance obligation under ASC 606, the Company elected to provide such services free of charge as part of its early commercialization strategy. Accordingly, while the contracts were identified and performance obligations allocated, the transaction price attributable to SaaS was zero, and no SaaS revenue was recognized for the year ended December 31, 2025. Management expects that, in future periods, SaaS services will be billed and revenue recognized ratably over the contract term as the services are provided. Consistent with ASC 606-10-25-19 through 22, we considered whether the customer can benefit from the good or service either on its own or together with other readily available resources; and the good or service is separately identifiable from other promises in the contract. F- 13 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 As each contract is distinct from each other and stand alone, the Company has determined that each is a separate performance obligation, and not bundled together. For product sales, revenue is typically recognized at the point in time when control is transferred, which generally occurs upon shipment or delivery, depending on the terms of the contract. For services or subscription-based contracts, revenue is recognized over time as the services are rendered. The Company disaggregates revenue based on the nature of the goods or services, geographical region, and timing of revenue recognition, as presented below: For the year ended December 31, 2025 Revenue Category Timing of Recognition Revenue Store Sales Point in Time $ 750,000 Product Sales Point in Time 114,450 SaaS Revenue Over Time - Maintenance Revenue Over Time - Total $ 864,450 There was no revenue for the year ended December 31, 2024. Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred. Advertising The Company expenses advertising costs as they are incurred. All advertising expenses are in relation to the Company’s crowdfunding and social media efforts (see Note 5). The Company incurred $ 740,731 and $ 771,864 in advertising expense for the year ended December 31, 2025, and 2024, respectively. Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. All research and development costs relate to developing our smart store technology. Costs incurred for the year ended December 31, 2025, and 2024, were $ 1,215,098 and $ 875,975 respectively. The Company met the criteria for capitalization of costs related to products to be sold at the beginning of the first quarter of 2025. The smart store is ready for commercial production which is supported by conclusive design approvals, market testing, and validated production processes. Subsequent costs incurred to set up production and the transition to a commercial production phase began resulting in capitalization of product costs, rather than expensing them as research and development. See our inventory accounting policy for further information. Share-Based Compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards at the time they are granted. For the purposes of estimating share-based compensation expense for these awards, the Company estimates the fair value of common stock issued at or near the date of grant using a combination of an income approach and a market approach under Section 409A of the United States Internal Revenue Code. Share-based compensation is included in general and administrative expenses. Refer to Note 7 for more information. F- 14 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Convertible Notes The Company has elected to account for all of its convertible notes using the fair value option in accordance with ASC 825. Management has made this election in order to combine the accounting for the embedded derivative features created by the contingent call and put options within the Notes. The aggregate unpaid principal balance of the 2024 and 2025 Notes is $ 4,000,000 . The Company has recognized a loss of $ 117,710 and $ 192,797 of change in fair value of convertible debt associated with instrument-specific credit risk for the year ended December 31, 2025 and 2024 respectively. The fair value of the notes is determined based a combination of changes in the federal funds rate, as well as a Black Scholes model for the embedded derivative and is classified as level 3 within the fair value hierarchy. The fair value of the Convertible Notes may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of these liabilities. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. On August 15, 2025, per the terms of the convertible notes the Company has capitalized previously expensed interest to the carrying value of the convertible notes on the balance sheet in the amount of $ 266,442 . Based on the Company’s election of the fair value option, debt issuance costs of $ 100,000 were expensed immediately as part of interest expense. For more information, refer to Note 9 and Note 10. Software Development Costs The Company accounts for costs of computer software to be sold, leased, or otherwise marketed in accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed . Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Once technological feasibility is established, costs incurred in the development of the product are capitalized until the product is available for general release to customers. Capitalized software costs are amortized over the estimated economic life of the related product, which generally ranges from five to seven years, using the greater of (i) the ratio of current period revenues to the total of current and anticipated future revenues for the product or (ii) the straight-line method. The Company evaluates capitalized software costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2025, capitalized software development costs totaled $ 107,306 , which is incorporated in Property Plant and Equipment, net. There was $ 12,981 of amortization for the year ended December 31, 2025 and no amortization for the year ended December 31, 2024. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the disclosure and description of other segment items, the inclusion of all current annual disclosures about a reportable segment in interim periods, allows for disclosure of multiple measures of a reportable segment’s profit or loss, requires disclosure of the CODM’s title and position, and requires a description of how the CODM uses reported measures in assessing the performance of reportable segments and in making decisions pertaining to allocation of resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard. See Note 11 for further information. F- 15 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires the annual disclosure of specific categories in the rate reconciliation and additional information for the reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has adopted this standard. See Note 8 for further information. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, that requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. In January 2025 the FASB issued ASU 2025-01, which revised the effective date to December 15, 2027. We are currently evaluating the impact of adopting this standard on our disclosures. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarify the requirements related to accounting for the settlement of a debt as an induced conversion. ASU 2024-04 is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for convertible debt instruments with cash conversion features and debt instruments that are not currently convertible. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this ASU on our financial statements and disclosures. 3. SETTLEMENT AGREEMENT On May 16, 2025, the Company entered into a settlement agreement with Target Global Acquisition I Corp. Pursuant to the Settlement and Release Agreement, the Parties mutually agreed to terminate the Agreement and Plan of Merger, by and among Venhub and TGAA Parties, dated as of December 2, 2024. On May 21, 2025, the full Settlement Consideration was delivered, and the Business Combination Agreement, terminated in accordance with their terms (subject to the survival of certain confidentiality provisions). As consideration for the termination, the Parties agreed to the following consideration to be provided to TGAA: ● $ 225,000 in cash; ● A secured promissory note in an amount equal to $ 2,500,000 with a 4 % annual interest rate compounding semi-annually with a maturity date of May 16, 2030 ● 3,462,375 shares of Venhub common stock. The Company recognized the loss under ASC 450-20-25-2 as an estimated loss from a loss contingency and shall be accrued by a charge to income if both of the following conditions are met: Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Events of default: if there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (i) or (ii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) any Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; F- 16 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (ii) an involuntary petition is filed against any Borrower (unless such petition is dismissed or discharged within 45 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of such Borrower); (iii) (a) the security interest created by this Note shall at any time fail to constitute a valid security interest on all of the Collateral (as defined below) purported to be encumbered hereby or (b) any Borrower challenges the validity of the security interest created by this Note; (iv) the Borrowers fail to make any payments when due and payable under this Note that continues for more than 5 business days; (v) the Borrowers fail to satisfy any covenant, obligation or other requirement (A) under Sections 3(d), (f), (g) and (h) of this Note or (B) otherwise under this Note or any agreements related thereto that, with respect to this clause (B), is not cured within 30 days of notice or the Borrowers’ knowledge; (vi) any representation or warranty made by the Borrowers pursuant to this Note shall prove to be incorrect, false or misleading; or (vii) the occurrence of an “event of default” or similar event with respect to any other debt of the Borrowers in excess of $ 750,000 that permits the lenders or holders of such debt to accelerate the amounts due and payable thereunder; provided that if such “event of default” or similar event is cured or waived within 30 days after the occurrence thereof, and the lenders or holders thereof have not accelerated the amounts due and payable thereunder, the corresponding Event of Default pursuant to this clause shall be automatically deemed cured. Upon any declaration of acceleration, the Maturity Date shall be deemed to be the date of such acceleration and the principal and interest under this Note shall become immediately due and payable and the Holder shall be entitled to exercise all of its rights and remedies hereunder, under applicable law, and as provided for under this Note, whether at law or in equity. The failure of the Holder to declare this Note due and payable upon the occurrence and during the continuation of an Event of Default shall not be a waiver of its right to do so, and the Holder shall retain the right to declare this Note due and payable. See Note 6 for lease commitments. 4. RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer and the Company’s President, are married. The marital relationship between these two executive officers represents a related-party relationship under ASC 850-10-50-1. While both individuals serve in executive leadership positions, all compensation with each officer has been approved by the Company’s Board of Directors, excluding the related parties, to ensure such arrangements are on terms deemed reasonable and consistent with arms-length practices. As of December 31, 2025, the Chief Executive Officer had $ 802,633 , the President $ 1,195,833 and the Chief Financial Officer $ 116,021 , respectively, in accrued compensation that they have voluntarily deferred until future periods. Payments of $ 600,000 , $ 295,000 and $ 104,026 were made to each respectively during the year ended December 31, 2025. At of December 31, 2024, the Chief Executive Officer had $ 802,083 , the President $ 791,383 and the Chief Financial Officer $ 85,000 , respectively, in accrued compensation that they have voluntarily deferred until future periods. Payments of $ 40,700 , $ 130,000 and $ 35,000 were made to each respectively during the year ended December 31, 2024 On July 10, 2025 the Chief Executive Officer loaned the Company $ 200,000 . On July 21, 2025 the loan was repaid. On November 24, 2025, the CEO signed a promissory note with the Company for $ 250,000 . On December 4, 2025, the CEO signed a promissory note with the Company for $ 250,000 . On December 9, 2025, the CEO signed a promissory note with the Company for $ 250,000 . On December 9, 2025, the CEO signed a promissory note with the Company for $ 250,000 . All notes expire at the one year from issuance date and accrue interest at 7 % per annum. F- 17 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 5. CROWDFUNDING OFFERING The Company concluded its offering (the “Crowdfunded Offering”) for up to $ 5,000,000 of Preferred Stock B class shares on September 3, 2025. The Company achieved the minimum raise as of December 31, 2025. There were 81,273 shares issued at $ 9.94 a share for year ended December 31, 2025, totaling net proceeds of $ 795,891 . The Company issued a total of 276,065 shares for the year ended December 31, 2024, from $ 5.93 to $ 9.94 a share for net proceeds of $ 1,529,803 . At conclusion of the crowdfunding there was a total of 675,015 shares issued for total net proceeds of $ 2,735,671 . 6. LEASES Operating Leases For leases with a term of 12 months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term. On April 10, 2025, the Company signed a lease for new office space in Las Vegas, which is a triple net lease expiring in April 2027 with two option renewal periods totaling up to four additional years that the Company is likely subsequently to exercise. On November 3, 2025, the Company entered into a kiosk lease agreement with the Los Angeles County Metropolitan Transportation Authority for Kiosk Space 7 and Storage Space 3 located at Union Station East, Los Angeles, California. The lease commenced in November 2025 and has a non-cancelable term of thirty-six ( 36 ) months. The lease provides for fixed monthly base rent and fixed additional rent (common area charges), with scheduled increases over the lease term. In addition, the lease requires the Company to pay percentage rent equal to five percent ( 5 %) of gross sales exceeding $ 25,000 per month. Percentage rent is considered variable lease cost and is not included in the measurement of the lease liability. The Company analyzed these leases and determined that these agreements meet the definition of a lease under ASU 842, Leases, as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space and showroom. Management also analyzed the terms of these arrangements and concluded they should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. Per review of the lease agreements, there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the Company. The incremental borrowing rate was determined to be 3.82 % for Las Vegas and 3.6 % for Union Station, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms. On February 11, 2025, the Company signed a lease for a new warehouse in Bell Gardens, CA. The purpose of the space is to store materials for future store orders and is month to month. F- 18 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 On May 29, 2025, the Company signed a right of entry with Los Angeles County Metro Transportation Authority for its flagship Company owned store. The right of entry is month to month with a $ 1,500 monthly fee. The future minimum payments on operating leases for each of the next five years and in the aggregate amount to the following: 2026 384,617 2027 245,556 2028 171,792 2029 148,450 2030 197,933 Total lease payments 1,148,348 Less: present value discount ( 94,404 ) Total operating lease liabilities 1,053,944 Less current portion 346,953 Long term portion 706,441 The weighted-average remaining term of the Company’s operating leases was 4.5 years and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 5.5 % as of December 31, 2025. Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also includes lease incentives. The Company’s lease terms include an option to extend or terminate the lease and it is reasonably certain that the Company will exercise that option to extend. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In determining the discount rate to use in calculating the present value of lease payments, the Company estimates the rate of interest it would pay on a collateralized loan with the same payment terms as the lease by utilizing bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. 7. SHARE BASED COMPENSATION The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense is measured at the grant-date fair value of the award and recognized in the statement of operations over the requisite service period. For awards that vest immediately upon grant, the Company recognizes the full expense on the grant date. The fair value of common stock issued for services was determined based on contemporaneous third-party valuations of the Company’s common stock or other observable market inputs at the date of issuance. The Company has issued stock to certain third-party contractors and directors of the Company in exchange for services provided. All stock issued to third parties vested immediately upon issuance. The Company issued a total of 5,644,597 and 1,981,224 shares of common stock, recognizing share-based compensation expense for these awards totaling $ 31,891,974 and $ 4,515,182 for the year ended December 31, 2025. Because all awards vested immediately upon issuance, the Company had no unrecognized compensation cost related to unvested stock-based awards as of December 31, 2025 and 2024. F- 19 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 8. INCOME TAXES No provision or benefit for federal or state income taxes has been recorded for the years ended December 31, 2025 and 2024, as the Company incurred net losses for the periods presented and has recorded a full valuation allowance against its deferred tax assets. The Company did not make any material income tax payments during the years ended December 31, 2025 and 2024. The Company’s loss from continuing operations before income taxes was entirely attributable to domestic operations for the years ended December 31, 2025 and 2024. During 2025, the Company redomiciled from California to Nevada. Nevada does not impose a corporate income tax; accordingly, the Company’s effective tax rate no longer includes a state income tax component beginning in 2025. At December 31, 2025 and 2024, the Company had federal and state net operating loss (“NOL”) carryforwards of approximately $ 12,389,351 and $ 3,932,470 , respectively. Federal NOLs generated after December 31, 2017 do not expire; however, utilization is limited to 80 % of taxable income in any future year. Utilization of the Company’s NOL carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code, and similar state provisions, if an ownership change were to occur. Such limitations could result in the expiration of NOLs before full utilization. Deferred Tax Assets and Liabilities Significant components of the Company’s net deferred tax assets as of December 31, 2025 and 2024, are as follows: 2025 2024 Deferred tax assets (liabilities): Net operating loss carryforwards $ 2,613,978 $ 1,166,108 Equity Based Compensation 14,119,563 3,701,986 R&D Expenses - 219,744 Accrued Expenses 444,042 353,987 Change in FV of convertible note 65,206 53,738 Total gross deferred tax assets 17,242,789 5,495,563 Less: valuation allowance ( 17,242,789 ) ( 5,495,563 ) Total net deferred tax assets $ - $ - A valuation allowance is required when, based on available evidence, it is more likely than not that deferred tax assets will not be realized. In evaluating realizability, management considers cumulative historical losses, projected future taxable income, reversal of existing taxable temporary differences, and feasible tax planning strategies. Due to cumulative losses and the absence of sufficient objectively verifiable positive evidence of future taxable income, management has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded as of December 31, 2025 and 2024. The valuation allowance increased by $ 11,735,012 and $ 2,733,136 during the years ended December 31, 2025 and 2024, respectively. F- 20 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Uncertain Tax Positions The Company accounts for uncertain tax positions in accordance with ASC 740-10. The Company had no unrecognized tax benefits as of December 31, 2025, and 2024. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. No interest or penalties were recorded during the periods presented. Because the Company has NOL carryforwards, tax years remain open to examination by federal and state taxing authorities for all years in which the NOLs may be utilized. Effective Tax Rate Reconciliation The Company’s effective income tax rate for the years ended December 31, 2025 and 2024 differs from the U.S. federal statutory rate primarily due to the impact of the valuation allowance, as follows: 2025 2024 $ % $ % U.S. federal statutory income tax rate ( 17,242,789 ) 21.00 % ( 4,140,453 ) 21.00 % State and local income taxes, net of federal benefit - 0.00 % ( 1,355,110 ) 6.87 % Changes in valuation allowances 17,242,789 ( 21.00 %) 5,495,563 ( 27.87 %) Effective income tax expense (benefit) - 0.00 % - 0.00 % The decrease in the state income tax rate component in 2025 is due to the Company’s change in state of incorporation from California to Nevada during the year. Nevada does not impose corporate income tax. 9. CONVERTIBLE NOTE On August 16, 2024, December 2, 2024 and February 14, 2025, the Company executed convertible promissory note purchase agreements (the “Purchase Agreements”) with a third-party investor under which VenHub would issue a series of notes (individually the “Note” and collectively, the “Notes”) as part of a private, unregistered offering. The Purchase Agreements provided for the following terms for Notes to be issued: ● Maturity date ending five years from execution of each Note (the “Maturity Date”) ● Interest is payable semiannually on February 15 and August 15, beginning February 15, 2025 (the “Interest Payment Date”) ● Interest accrues based on a 360-day year ● Interest is payable (i) in kind (“PIK Interest”) which is added to the principal amount of each Note and (ii) in cash (“Cash Interest”) on each Interest Payment Date ● Interest rates for the first year ending August 15, 2025, are 9 % for PIK interest and 3 % for Cash Interest ● Interest rates increase each of the following two years beginning August 16 to a maximum of 12 % PIK Interest and 6 % Cash Interest ● Unpaid interest and principal are due in cash at the Maturity Date On August 19, 2024, the Company executed two Notes with one investor each for a combined $ 1,000,000 in note principal. On December 3, 2024, the Company executed one Note with one investor for $ 200,000 in note principal. On December 4, 2024, the Company executed three Notes with three investors for a combined $ 1,483,000 in note principal. On December 6, 2024, the Company executed two Notes with two investors for a combined $ 667,000 in note principal. On February 14, 2025 the Company executed five notes with five investors for a combined $ 650,000 . All amounts in principal total $ 4,000,000 and $ 100,000 of debt issuance costs were expensed to interest expense due to the election of the fair value option. F- 21 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 The Notes have repayment and conversion features, as described in the following: 1. Upon execution of a financing or series of financings for gross cash proceeds of at least $ 25 million, including issuance of Notes (a “Qualified Financing”) prior to a business combination, as defined in the Notes (a “Business Combination”): Note shall be, at the election of the Holder, (i) converted into a number of shares of Common Stock equal to the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) six dollars ($ 6.00 ) and rounding down to the nearest whole number of shares, (ii) redeemed for cash by the Company at a value equal to 1.2 multiplied by the MOIC (as defined below), or (iii) both converted into shares of Common Stock and redeemed for cash at an aggregate value equal to 1.2 multiplied by the MOIC in such proportion as determined by the Holder. 2. Upon execution of a Qualified Financing after a Business Combination, but prior to August 19, 2025: Note shall be, at the election of the Holder, (i) converted into shares of Common Stock at the then applicable Note Conversion Price (defined below), (ii) redeemed for cash by the Company at a value equal to 1.2 multiplied by the MOIC, or (iii) both converted into shares of Common Stock and redeemed for cash at an aggregate value equal to 1.2 multiplied by the MOIC in such proportion as determined by the Holder. 3. At any time following the consummation of a Business Combination and prior to the Maturity Date: The Holder of the Note may elect to convert the Note at the then-applicable Note Conversion Price (defined below), subject to the Optional Redemption by the Company (defined below). Note Conversion Price (i) Following the consummation of a Business Combination by the Company and for sixty (60) days thereafter, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) $ 7.50 and rounding down to the nearest whole number of shares. (ii) From the date that is sixty (60) days following the consummation of a Business Combination until the first anniversary of the consummation of the Business Combination, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product (iii) obtained by multiplying (y) the trailing 20-day volume weighted average price (“VWAP”) per share of the Common Stock on Nasdaq as of the Conversion Date and (z) 0.8, and rounding down to the nearest whole number of shares. (iv) From the first anniversary of the consummation of the Business Combination until the second anniversary of the consummation of the Business Combination, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product obtained by multiplying (y) the 20-day VWAP per share of Common Stock on Nasdaq measured as of the Conversion Date and (z) 0.85 and rounding down to the nearest whole number of shares. (v) From the second anniversary of the consummation of the Business Combination until the Maturity Date, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product obtained by multiplying (y) the 20-day VWAP per share of Common Stock on Nasdaq measured as of the Conversion Date and (z) 0.9, and rounding down to the nearest whole number of shares. 4. Optional Redemption by the Company: At any time after August 19, 2026, and prior to the Maturity Date, at the Company’s option upon at least one (1) Business Day’s prior written notice, the Company may redeem for cash all (but not less than all) of the Outstanding Principal Balance on this Note at a price equal to 1.25 multiplied by the MOIC: MOIC A multiple of invested capital, to be calculated as follows: (i) the sum of all amounts received in cash by the Holder (including, without limitation, interest paid in cash and PIK Interest) in respect of the Outstanding Principal Balance evidenced by this Note divided by (ii) the Initial Outstanding Principal Balance; for the avoidance of doubt the Outstanding Principal Balance shall be reduced by the amount of any portion of the Note that has been converted. F- 22 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 5. In the event that the Company does not consummate a Business Combination or Qualified Financing on or before December 31, 2025: The Company shall redeem all (but not less than all) of the Outstanding Principal Balance on this Note including any accrued and unpaid interest (including PIK Interest). 10. FAIR VALUE MEASUREMENT The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the years ended December 31, 2025, or 2024. The Company’s financial assets and liabilities measured at fair value at December 31, 2025, and December 31, 2024 are as follows: Fair Value Measurements as of December 31, 2025 (Level 1) (Level 2) (Level 3) Total Liabilities: Convertible debt at fair value $ - $ - $ 4,576,949 $ 4,576,949 Fair Value Measurements as of December 31, 2024 (Level 1) (Level 2) (Level 3) Total Liabilities: Convertible debt at fair value $ - $ - $ 3,542,797 $ 3,542,797 The derivative portion of the convertible note was valued using a Black-Scholes simulation model. As a result of the election to apply the fair value option, the value of the conversion feature is not separately presented on the balance sheet. The following assumptions were used in determining the fair value of the convertible notes as of December 31, 2025, and December 31, 2024 are as follows: December 31, 2025 December 31, 2024 Risk free rate 3.72 % 4.83 % Stock price $ 5.65 $ 4.56 Dividend yield 0 % 0 % Volatility 67 % 67 % F- 23 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 11. SEGMENT REPORTING The Company is managed at the consolidated level and therefore operates and reports as a single segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker (“CODM”). The Company’s CODM assesses significant segment expenses in comparison to forecasts and historical results to make decisions on capital allocation strategies. The measure of segment assets is reported on the balance sheets as total assets. All material long-lived assets are located in the United States. The following table illustrates significant segment expenses that are regularly provided to the CODM for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 General and administrative expenses 37,061,557 6,888,041 Payroll and compensation 1,435,000 1,270,000 Research and development 1,215,098 875,975 Total operating expenses 39,711,655 9,034,016 12. WARRANTS On June 30, 2025, the Company entered into subscription agreement with certain investors, providing for the issuance and sale of 405,162 Units, consisting of 810,324 shares of the Company’s Common Stock and 405,162 warrants to purchase up to 405,162 shares of Common Stock (the “Subscriber Warrants”) for a total subscription amount of $ 3,500,000 (the “Offering”). The Subscriber Warrants have an exercise price of $ 4.32 per share and expire five years from the date of issuance (June 30, 2030). The Subscriber Warrants exercise price and number of underlying shares may be adjusted for customary antidilution events. The Company analyzed the Subscriber Warrants and determined that they met the requirements under ASC 815-40 to be classified in stockholders’ equity. The Company allocated proceeds from the Offering to the shares of Common Stock sold and the Warrants issued on a relative fair value basis. The measurement of fair value of the Subscriber Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 4.56 , exercise price of $ 4.32 , term of five years, volatility of 46.0 %, risk-free rate of 3.8 %, and expected dividend rate of 0.0 %). The grant date fair value of the Subscriber Warrants was estimated to be $ 862,000 and is reflected within additional paid-in capital (based on a relative fair value allocation along with the proceeds allocated to the shares of common stock issued) in the Company’s balance sheet as of December 31, 2025. 13. LOSS PER SHARE The Company computes earnings loss per share (“EPS”) in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS adjusts basic EPS for the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For all periods presented, the Company reported a net loss, and therefore the effect of all potential common stock equivalents was anti-dilutive. As such, basic and diluted net loss per share are the same. Years Ended December 31, 2025 2024 Net loss ( 62,399,163 ) ( 9,392,702 ) Weighted average common shares outstanding – basic and diluted 37,344,429 26,017,018 Net loss per share – basic and diluted $ ( 1.67 ) $ ( 0.36 ) F- 24 VENHUB GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 The following table presents the number of potentially dilutive securities that were excluded from the computation of diluted net loss per share because their effect would have been antidilutive: Year Ended December 31, 2025 2024 Warrants to purchase common stock 405,162 - Convertible preferred stock - 37,935,029 Convertible notes payable 610,260 472,373 Total anitdilutive securities 1,015,422 38,407,402 14. SUBSEQUENT EVENTS On January 2, 2026 the Company extended the convertible notes (see note 9) to March 31, 2026, for 2,000,000 total common shares pro rata to nine investors at a price of $ 5.65 as no business combination or qualified financing occurred before December 31, 2025. On January 2, 2026 the Company signed two stock purchase agreements with two investors for 25,001 common shares at $ 12 a share for net proceeds of $ 300,012 . On January 30, 2026, the Company commenced trading under the ticker symbol “VHUB” on the NASDAQ Global Market. On February 10, 2026, VenHub Global, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement offering, an aggregate of (i) 7,700,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a purchase price of $ 2.45 per Share, and (ii) warrants to purchase up to 7,700,000 shares of Common Stock (the “Common Warrants”), for aggregate gross proceeds under the Purchase Agreement of $ 18,865,000 . The Common Warrants have an exercise price of $ 2.45 per share. The offering closed on February 12, 2026, following satisfaction of customary closing conditions. On March 11, 2026, the Company signed an operating lease for new warehouse space in Las Vegas Nevada which is a triple net with a term of one year. Shahan Ohanessian and Shoushana Ohanessian, our CEO and President respectively, have agreed to defer bonus shares of 2,000,000 and 1,500,000 , respectively, that were deemed due upon commencement of trading on January 30, 2026 to October 1, 2026. In March 2026 the Company settled nine notes per the terms of the qualified financing outlined in note 9 for an aggregate total of $ 5,995,676 . F- 25