# Serve Robotics Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Serve Robotics Inc.](/companies/serv.md) (CIK 1832483)
- Form: 10-Q
- Filed: 2025-11-14
- Accepted by EDGAR: Nov 14, 2025, 11:03 ET
- Period: 2025-09-30
- Accession: 0001832483-25-000112
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1832483/000183248325000112/serv-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1832483/000183248325000112/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $687.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $1.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $5.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $10.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | −$4.4m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | −$8.7m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $13.4m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $29.4m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$34.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$72.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $0 | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $3.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$33.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$67.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.54 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$1.15 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.54 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$1.15 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 61,343,218 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 58,472,679 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$50.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $20.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-09-30 | $116.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $219.7m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $299.1m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $12.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $15.2m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | $283.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 36,262 characters.

*The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the notes to those statements included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. Some of the information contained in this discussion and analysis including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risk, uncertainties and assumptions. You should read Part II, Item 1A. Risk Factors of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Please also see the note entitled “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q.*

### Our Company

We are on a mission to deliver a sustainable future by transforming how goods move among people. Serve has developed an advanced, AI-powered robotics mobility platform, with last-mile delivery in cities as its first application. We are an operating company which has experienced losses since our inception. Our primary sources of cash to date have been capital investments by stockholders.

The following discussion contains forward-looking statements, as discussed elsewhere in this Quarterly Report on Form 10-Q. Please see the section entitled “*Cautionary Note Regarding Forward-Looking Statements”* in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Our principal offices are located at 730 Broadway, Redwood City, CA 94063, our telephone number is (818) 860-1352 and our corporate website (which does not form part of this Quarterly Report on Form 10-Q) is located at www.serverobotics.com.

### Overview

On July 31, 2023, the Company, Acquisition Sub, and Serve entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Serve, with Serve continuing as the surviving corporation and our wholly-owned subsidiary. As a result of the Merger, we acquired the business of Serve and continued the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc. Upon the closing of the Merger, Serve’s predecessor was renamed Serve Operating Co.

The Merger was treated as a recapitalization and reverse acquisition for us for financial reporting purposes, and Serve is considered the acquirer for accounting purposes. As a result of the Merger and the change in our business and operations, a discussion of the past financial results of Patricia is not pertinent, and under applicable accounting principles, the historical financial results of Serve, the accounting acquirer prior to the Merger, are considered our historical financial results.

Our discussion and analysis are organized as follows:

- *Executive Summary – Summary analysis of financial and other highlights to provide context for the discussion and analysis.*
- *Results of Operations – An analysis of our financial results.*
- *Liquidity, and Capital Resources – An analysis of changes in our balance sheets and cash flows and a discussion of our financial condition and potential sources of liquidity.*
- *Critical Accounting Estimates – Accounting estimates that management believes are the most important to understanding the assumptions and judgments incorporated in our financial results and forecasts and involve a significant level of estimation uncertainty.*

### Serve Robotics

Serve is shaping the future of sustainable, self-driving delivery. We design, develop, and operate low-emissions robots that serve people in public spaces, starting with food delivery. Starting in 2017, our core technology was developed by our co-founders and a majority of our product and engineering team in San Francisco, California as a special project within Postmates, one of the pioneering food delivery startups in the United States.

Because we started this project within a food delivery company, our team comes with a depth of combined expertise in food delivery, automation, and robotics.

Our expertise positions us to service the growing on-demand delivery market, including food delivery, where approximately half of all deliveries are less than 2.5 miles and well-suited to delivery by sidewalk robots. We provide a robotic delivery experience that delights customers, improves reliability for merchants, and reduces traffic congestion and eliminates vehicle emissions. At scale, our delivery robots can complete deliveries at lower cost than human couriers, making on-demand delivery more affordable and accessible in areas we operate.

### Recent Developments

#### Acquisition of Vayu Robotics, Inc.

On August 15, 2025, the Company acquired all of the issued and outstanding equity of Vayu Robotics, Inc., which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the Acquisition's impact on Serve's liquidity.

#### Acquisition of Voysys AB

On April 1, 2025, the Company acquired all of the issued and outstanding equity of Voysys AB, which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the Acquisition’s impact on Company’s liquidity.

#### Securities Purchase Agreement

On January 7, 2025, we entered into a securities purchase agreement with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share. The gross proceeds to the Company from the January 2025 Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

#### Public Offering and Uplisting to Nasdaq

On April 17, 2024, we entered into the Underwriting Agreement with the Underwriter in connection with the Offering. The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.8 million. As a result of the Offering, the Company’s common stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024.

#### License and Services Agreement

On February 20, 2024, Serve entered into a License and Services Agreement (the “LSA”) with Magna as a part of a strategic partnership with Magna. Pursuant to the LSA, Serve, as an independent contractor of Magna, agreed to (i) grant a non-exclusive royalty-free license to the Serve AMR Technology in the Licensed Fields of Use (each as defined in the LSA) to Magna and its affiliates and (ii) provide all reasonable engineering, technical and related support services that Magna may request from time to time in writing and in furtherance of commercialization of the Serve AMR Technology and products (including software) using, practicing, or incorporating the Serve AMR Technology, and manufactured using, practicing or incorporating the Serve AMR Technology (such services and support, the “Development Services”). Except as expressly set forth in the LSA, any Development Services shall be provided under the MSA (as defined below) and, if expired or terminated, under terms and conditions that are consistent with the terms therein. The term of the LSA will continue unless terminated by either party pursuant to and in accordance with the terms and conditions set forth in the LSA.

#### Master Services Agreement

On February 1, 2024, Serve entered into the MSA with Magna, retroactively effective as of January 15, 2024 (the “Effective Date”). Pursuant to the MSA, Serve agreed to provide certain services to Magna as described in one or more statements of work (“SOWs”). Such SOWs will contain a description of the scope, the time to be spent on performance, the fees to be paid to Serve, the functional requirements and technical specifications and, to the extent applicable, the timetable, schedule or milestones for the performance of the requested services. Serve and Magna entered into the first

SOW on the Effective Date. The term of the MSA commenced on the Effective Date and will continue for a term of three months, unless terminated earlier or mutually extended in accordance with its terms.

In connection with the strategic partnership with Magna, on February 7, 2024, we issued the Magna Warrant to purchase up to 2,145,000 shares of the Company’s common stock, subject to adjustments as provided therein, at an exercise price of $0.01 per share. The Magna Warrant was issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles.

The Magna Warrant is exercisable in two equal tranches: (i) the first tranche became exercisable in May 2024; and (ii) the second tranche became exercisable in December 2024.

The Magna Warrant Shares that may be issued pursuant to the exercise of the Magna Warrant were offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.

### Outlook And Challenges Facing Our Business

There are a number of industry factors that affect our business which include, among others:

*Overall Demand for Last-Mile Delivery on Partner Platforms.*

Our potential for growth depends significantly on continued demand for last-mile delivery of food and other items on our partner platforms. This demand can fluctuate based on various market cycles and weather and local community health conditions, as well as evolving competitive dynamics. Our largest stream of projected revenue comes from maximizing utilization of our robots to perform deliveries on our partner platforms. Matching algorithms on these platforms as well as the extent of their merchant and end-customer participation in robotic delivery directly impacts the utilization rate of our robots, both of which can be challenging to predict. These uncertainties make demand difficult to forecast for us and our partners.

*Customer Concentration.*

A significant portion of our revenue is concentrated with three customers, Customer A, Customer B, and Customer C.

For the three months ended September 30, 2025 and 2024, sales to Customer A accounted for 43% and 78% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer A accounted for 34% and 22% of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer B accounted for 27% and none of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer B accounted for 10% and none of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer C accounted for \< 10% and 17% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer C accounted for 27% and 72% of our total revenue, respectively.

A significant portion of our accounts receivable is concentrated with three customers, Customer A, Customer B, Customer C, and Customer D.

As of September 30, 2025, Customer C and Customer B accounted for 55% and 20% of our accounts receivable, respectively. As of December 31, 2024, Customer D and Customer A accounted for 86% and 12% of our accounts receivable, respectively.

There are inherent risks whenever a large percentage of total revenues and accounts receivable are concentrated with a limited number of customers. The loss of any or all of these customers could have a negative impact on our planned operations.

*Inflation and Market Considerations; Availability of Materials, Labor & Services.*

We consider most on-demand purchases as discretionary spending for consumers, and we are therefore susceptible to changes in discretionary spending patterns and economic slowdowns in the geographic areas in which merchants on our partners’ platforms operate and in the economy at large. Discretionary consumer spending can be impacted by general economic conditions, unemployment, consumer debt, inflation, gasoline prices, interest rates, consumer confidence and other macroeconomic factors. Inflation can lead to increased cost of material and labor for restaurants and merchants who may in turn raise prices on the items they sell and result in a reduction in demand for those items. To the extent inflation reduces economic activity and consumer demand for items we deliver, it could negatively impact our financial results. Continued uncertainty in or a worsening of the economy, generally or in a number of our markets, and consumers’ reactions to these trends could adversely affect our business and cause us to, among other things, reduce the number and frequency of new market openings or cease operations in existing markets. It is important to note, however, that inflation can also serve as a tailwind that would accelerate the adoption of automated robotic last-mile delivery as labor becomes more expensive and drives up the cost of delivery by humans.

*Intellectual Property.*

We rely on patented and non-patented proprietary information relating to product development, manufacturing capabilities, and other core competencies of our business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality, and non-disclosure agreements, as well as other security measures are important. While we believe we have a strong patent portfolio and there is no actual or, to our knowledge, threatened litigation against us for patent-related matters, litigation or threatened litigation is a common method to effectively enforce or protect intellectual property rights. Such action may be initiated by or against us and would require significant management time and expenses.

#### Supply Chain Constraints.

We cannot be sure whether global supply chain shortages will impact our future robot build plans. In order to mitigate supply chain risks, we may need to incur higher costs to secure available inventory and place non-cancelable purchase commitments with our suppliers, which could introduce inventory risk if our forecasts and assumptions prove inaccurate. Higher costs of components would impact our cash runway and delays in the manufacturing of our robots would push out our revenue forecasts.

#### Governmental and Regulatory Conditions.

Our potential for growth depends on continued permission and acceptance by local governments and municipalities where our robots perform deliveries. Changes in regulations such as the imposition of a cap on the number of robots or technical requirements such as robot size and weight restrictions or limitations on autonomy within a certain geographic area could reduce or limit our ability to generate revenues and/or impact our unit economics in those markets.

### Components of Results of Operations

### Revenue

Our revenue currently consists of software services revenues and fleet services revenues.

### Cost of Revenue and Operating Expenses

***Cost of revenue.*** Cost of revenue consists primarily of allocations of depreciation on robot assets used for revenue producing activities, personnel time related to revenue activities and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with its robots while in service.

***Operations***. Operations consist of lease expense for facilities and certain field operations personnel to support fleet services. The Company considers these expenses to be indirect costs to deliver fleet services.

***Research and Development.*** Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include product design, hardware and software costs.

***Sales and Marketing.*** Sales and marketing expenses include personnel costs and public relations expenses. Advertising costs are expensed as incurred and included in sales and marketing expenses.

***General and Administrative.*** General and administrative expenses primarily consist of personnel-related expenses for executive management and administrative functions, including finance and accounting, legal and human resources, as well as general corporate expenses and general insurance. General and administrative expenses also include depreciation on property and equipment as well as amortization of right of use assets.

***Interest Income.*** Interest income consists of interest earned on our cash and cash equivalents, restricted cash and cash equivalents and marketable securities.

***Interest Expense.*** Interest expense consists of stated rates of interest on financing instruments, fees incurred related to financing instruments or accretion of debt discounts.

### Financial Overview

For the three months ended September 30, 2025 and 2024, we generated revenues of $687 thousand and $222 thousand, respectively, and reported net losses of $33.0 million and $8.0 million, respectively.

As noted in our unaudited condensed consolidated financial statements, as of September 30, 2025, we had an accumulated deficit of $174.6 million.

### Results of Operations

#### Comparison of Results of Operations for the three months ended September 30, 2025 and 2024

The following table summarizes our operating results as reflected in our unaudited statements of operations during the three months ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

|  | Three Months Ended September 30, 2025 | 2024 | Change | Change % |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $687 | $222 | $465 | 209% |
| Cost of revenues | 5,066 | 378 | 4,688 | 1240% |
| Gross profit (loss) | (4,379) | (156) | (4,223) | 2707% |
| Operating expenses: |  |  |  |  |
| General and administrative | 13,153 | 1,980 | 11,173 | 564% |
| Operations | 2,987 | 917 | 2,070 | 226% |
| Research and development | 13,414 | 5,008 | 8,406 | 168% |
| Sales and marketing | 883 | 384 | 499 | 130% |
| Total operating expenses | 30,437 | 8,289 | 22,148 | 267% |
| Loss from operations | (34,816) | (8,445) | (26,371) | 312% |
| Other income (expense): |  |  |  |  |
| Interest income | 1,707 | 483 | 1,224 | 253% |
| Interest expense | - | (34) | 34 | (100)% |
| Realized gain on foreign currency translation | 4 | - | 4 | —% |
| Realized gain on investments | 85 | - | 85 | —% |
| Total other income (expense) | 1,796 | 449 | 1,347 | 300% |
| Provision for income taxes | - | - | - | —% |
| Net loss | $(33,020) | $(7,996) | $(25,024) | 313% |

Revenues increased $0.47 million to $0.69 million for the three months ended September 30, 2025, compared to $0.22 million for the same period in 2024. This increase was primarily due to a larger fleet, which resulted in fleet services revenues increasing by $0.25 million to $0.43 million for the three months ended September 30, 2025, compared to $0.18 million for the same period in 2024. The additional increase was due to software services revenue increasing by $0.22 million to $0.25 million for the three months ended September 30, 2025, compared to $0.04 million for the same period in 2024.

Cost of revenues increased $4.69 million to $5.07 million for the three months ended September 30, 2025, compared with $0.38 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $3.96 million.

General and administrative expenses increased $11.17 million to $13.15 million for the three months ended September 30, 2025, from $1.98 million for the same period in 2024, due primarily to an increase of $2.92 million in professional fees that largely included acquisition related transaction costs and corporate expansion related fees, stock-based compensation expense of $3.71 million, and $1.82 million due to increased employee headcount. The remaining $2.73 million is primarily the result of increased incremental operating expenses as we scale for expanded locations and workforce.

Operations expenses increased $2.07 million to $2.99 million for the three months ended September 30, 2025, from $0.92 million for the same period in 2024, $1.10 million due to increased employee headcount, and facility costs of $0.35 million from expansion locations.

Research and development expenses increased $8.41 million to $13.41 million for the three months ended September 30, 2025, from $5.01 million for the same period in 2024, due primarily to an increase of headcount expenses of $4.75 million.

Sales and marketing expenses increased $0.50 million to $0.88 million for the three months ended September 30, 2025, from $0.38 million for the same period in 2024, due to an increase in headcount expenses of $0.28 million.

Interest income increased $1.22 million to $1.71 million for the three months ended September 30, 2025, from income of $0.48 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Interest expense and amortization decreased $0.03 million to zero for the three months ended September 30, 2025, from the expense of $0.03 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Realized gain on foreign currency translation had a negligible increase from the translation of the Company’s non-U.S. transactions to U.S. dollars.

Realized gain on investments increased $0.09 million to $0.09 million for the three months ended September 30, 2025, from income of zero for the same period in 2024 as a result of recognized gains from marketable securities.

#### Comparison of Results of Operations for the nine months ended September 30, 2025 and 2024

The following table summarizes our operating results as reflected in our unaudited statements of operations during the nine months ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

|  | Nine Months Ended September 30, 2025 | 2024 | Change | Change % |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $1,769 | $1,637 | $132 | 8% |
| Cost of revenues | 10,476 | 1,056 | 9,420 | 892% |
| Gross profit (loss) | (8,707) | 581 | (9,288) | (1599)% |
| Operating expenses: |  |  |  |  |
| General and administrative | 25,981 | 4,861 | 21,120 | 434% |
| Operations | 6,780 | 2,330 | 4,450 | 191% |
| Research and development | 29,414 | 17,434 | 11,980 | 69% |
| Sales and marketing | 1,585 | 668 | 917 | 137% |
| Total operating expenses | 63,760 | 25,293 | 38,467 | 152% |
| Loss from operations | (72,467) | (24,712) | (47,755) | 193% |
| Other income (expense): |  |  |  |  |
| Interest income | 5,293 | 789 | 4,504 | 571% |
| Interest expense | (3) | (1,926) | 1,923 | (100)% |
| Realized gain on foreign currency translation | 4 | - | 4 | —% |
| Realized gain on investments | 85 | - | 85 | —% |
| Change in fair value of derivative liability | - | (222) | 222 | (100)% |
| Total other income (expense) | 5,379 | (1,359) | 6,738 | (496)% |
| Provision for income taxes | - | - | - | —% |
| Net loss | $(67,088) | $(26,071) | $(41,017) | —% |

Revenues increased $0.13 million to $1.77 million for the nine months ended September 30, 2025, compared to $1.64 million for the same period in 2024. As a result of a larger fleet, the Company recognized increases in fleet services revenues of $0.52 million to $0.97 million for the nine months ended September 30, 2025, compared to $0.45 million for the same period in 2024. Offsetting this increase was a decrease in software services revenue.

Cost of revenues increased $9.42 million to $10.48 million for the nine months ended September 30, 2025, compared with $1.06 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $7.58 million.

General and administrative expenses increased $21.12 million to $25.98 million for the nine months ended September 30, 2025, from $4.86 million for the same period in 2024, due to an increase in stock-based compensation expense of $6.70 million, increase in headcount expenses of $3.99 million, and $2.83 million in professional fees that largely included acquisition related transaction costs and corporate expansion related fees, and $2.25 million finance lease purchases. The remaining $5.35 million is primarily the result of increased incremental operating expenses as we scale for expanded locations and workforce.

Operations expenses increased $4.45 million to $6.78 million for the nine months ended September 30, 2025, from $2.33 million for the same period in 2024, due to an increase in headcount expenses of $1.84 million, increase in stock-based compensation expense of $0.32 million, and an increase in facility costs of $0.81 million from expansion locations.

Research and development expenses increased $11.98 million for the nine months ended September 30, 2025 to $29.41 million, compared to $17.43 million for the same period in 2024, due primarily to an increase of headcount expenses of $8.94 million.

Sales and marketing expenses increased $0.92 million to $1.59 million for the nine months ended September 30, 2025, from $0.67 million for the same period in 2024, due to an increase in headcount expenses of $0.51 million and marketing expenses of $0.11 million.

Interest income increased $4.50 million to $5.29 million for the nine months ended September 30, 2025, from $0.79 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Interest expense and amortization decreased $1.92 million to zero for the nine months ended September 30, 2025, from the expense of $1.93 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Realized gain on foreign currency translation had a negligible increase from the translation of the Company’s non-U.S. transactions to U.S. dollars.

Realized gain on investments increased $0.09 million to $0.09 million for the three months ended September 30, 2025, from income of zero for the same period in 2024 as a result of recognized gains from marketable securities.

### Key Metrics

We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions:

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

| Key Metrics | Three Months Ended September 2025 | September 2024 | Nine Months Ended September 2025 | September 2024 |
| --- | ---: | ---: | ---: | ---: |
| Daily Active Robots | 312 | 59 | 182 | 49 |
| Daily Supply Hours | 3,781 | 465 | 2,062 | 384 |

*Daily Active Robots:* We define daily active robots as the average number of robots performing daily deliveries during the period. Daily active robots reflect our operation team’s capacity to have active robots in the field performing deliveries and/or generating branding revenues. We closely monitor and strive to increase our daily active robots efficiently as we improve our autonomy and resultant human-to-robot ratios and increase the number of merchants and brand advertisers on our platform.

*Daily Supply Hours:* We define daily supply hours as the average number of hours our robots are ready to accept offers and perform daily deliveries during the period. Supply hours represent the aggregate number of robot hours per day during which we can utilize our robots for delivery. Supply hours increase as we add active robots and increase the operating window of those robots in a day. We closely monitor and strive to efficiently increase our fleet’s daily supply hours.

### Liquidity and Capital Resources

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents, and marketable securities of $210.45 million, which consisted of $116.84 million in cash and cash equivalents and $93.61 million in marketable securities. Cash and cash equivalents consisted of cash on deposit with banks as well as an institutional money market account. Marketable securities consisted of commercial paper, corporate bonds, U.S. government agency securities and U.S. Treasury securities.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $174.61 million as of September 30, 2025. We have historically funded our operations from issuance of equity and debt securities, including our initial public offering in April 2024 and subsequent equity issuances. To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash and cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

Our future capital expenditures will depend on many factors, including, but not limited to our growth, our ability to attract and retain customers, the continuing market acceptance of our offerings, the time and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities, the timing and extent of spending for policy initiatives. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services, and technologies. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

The following table shows a summary of our cash flows for the periods (in thousands):

| Net cash (used in) provided by: | Nine Months Ended September 30, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $(50,601) | $(15,279) | $(35,322) |
| Investing activities | (122,144) | (5,395) | (116,749) |
| Financing activities | 166,262 | 71,580 | 94,682 |
| Increase (decrease) in cash and cash equivalents | $(6,483) | $50,906 | $(57,389) |

#### Operating Activities

Net cash used in operating activities was $50.60 million and $15.28 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $35.32 million primarily consisted of an increased net loss of $41.02 million, adjusted for certain non-cash items, which primarily includes an increase of $3.35 million of depreciation and amortization expense and $4.99 million of non-cash stock-based compensation expense, offset by a decrease of $1.68 million of amortization of debt discount.

#### Investing Activities

Net cash used in investing activities was $122.14 million and $5.40 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $116.75 million was primarily due to the purchase of short-term marketable securities of $107.49 million, incremental robot build construction in-process of $15.4 million, and the purchase of a newly acquired businesses for $7.5 million, offset by proceeds of marketable securities of $14.20 million.

#### Financing Activities

Net cash provided by financing activities was $166.26 million and $71.58 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $94.68 million primarily consisted of proceeds from the issuance of the Company’s common stock pursuant to 2025 Equity Distribution Agreement, net of offering costs of $78.8 million, and proceeds from issuance of the Company’s common stock pursuant to securities purchases, net of offering costs, resulting in an increase of $40.00 million.

### Indebtedness

In March 2022, we entered into a term loan with Silicon Valley Bank for gross proceeds of $2.50 million and the loan was repaid in full as of September 30, 2024.

In June 2022, we entered into an equipment financing lease agreement with Farnam Street commencing November 2022, for the cost of building robots, calling for 24 monthly payments of approximately $0.19 million based on an expected total cost of $4.46 million of robot parts and manufacturing costs. In December 2023, the agreement was modified to require three monthly repayments of approximately $0.03 million each and 12 monthly repayments of approximately $0.19 million each, subject to certain terms and effective in January 2024. There was no outstanding liability as of September 30, 2025. In April 2025, the Company exercised the option to purchase the assets at the end of the lease for $2.25 million.

### Off-Balance Sheet Transactions

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

### Critical Accounting Estimates

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

### Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to either early adopt or delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

## Market risk

As filed, 184 characters.

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.

## Controls and procedures

As filed, 6,488 characters.

### Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.

### Material Weaknesses in Internal Control Over Financial Reporting

Management has identified the following material weaknesses in the Company’s internal control over financial reporting that exist as of September 30, 2025. 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.

- The Company did not design and maintain an effective control environment as our size has prevented us from being able to employ sufficient resources. This material weakness contributed to the following additional material weaknesses.
- The Company did not design and maintain effective controls to verify appropriate segregation of duties.
- The Company did not design and maintain effective controls related to substantially all accounts and disclosures. Specifically, the Company did not design and maintain comprehensive and formalized accounting and financial reporting policies and procedures that detail the information needed for our financial reporting process, including a robust review process by which management monitors for technical accounting requirements.
- The Company did not design and maintain effective controls over information technology (IT) general controls over information systems that are relevant to the preparation of the Company’s financial statements. Specifically, the Company did not design and maintain: (i) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (ii) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.

These material weaknesses did not result in a misstatement to any of the Company’s previously issued consolidated financial statements. However, these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

### Status of Remediation Plan

In response to the identification of the material weaknesses, our management team has established a remediation plan to address the material weaknesses. Our remediation plan during 2025 includes, but is not limited to, establishing more robust processes to support our internal control over financial reporting, which includes designing and implementing controls and processes to facilitate effective financial reporting, along with accurate documentation and timely support.

The Company is committed to remediating the material weaknesses and the actions the Company is taking are subject to ongoing senior management review, as well as oversight from the Company’s Audit Committee. The Company will not be able to fully remediate these material weaknesses until these steps have been completed and operate effectively for a sufficient period of time. The Company may also identify additional measures that may be required to remediate the material weaknesses in the Company’s internal control over financial reporting, necessitating further action.

### Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2025, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 195 characters.

There have been no material changes to the risk factors as disclosed in Part I, Item 1A. “Risk Factors” beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Nov 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001832483-25-000112. Last ingested by Listed: Oct 24, 2026, 14:57 ET. No prices; not investment advice.