VenHub Global 8-K：现有股权信贷额度(ELOC)投资方由 Euphoria Capital 转让给 Tumim Stone Capital，属行政性更换

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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 5, 2026
VENHUB
GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
001-43082
92-2083580
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
5360
Procyon Street
,
Las Vegas
,
NV
89118
(Address
of principal executive offices)
Registrant’s
telephone number, including area code
(
888
)
585-4999
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
VHUB
The
Nasdaq
Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
VenHub Global, Inc. is referred to herein as
the “Company,” “we,” “our,” or “us.”
SECTION 1- REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2026, the Equity Line of Credit
(“ELOC”) as described and disclosed in the Form S-1 as filed by the Company on September 3, 2026, amended on September 10,
2026, and deemed effective on September 14, 2026, was assigned via a certain Assignment and Assumption Agreement by and between Euphoria
Capital and Tunim Stone Capital, LLC. with signed consent and acknowledgement by the Company, whereby Tunim Stone Capital, LLC. assumed
all rights, title, interest, and obligations in the ELOC, exclusive of 500,000 commitment shares and their associated registration rights
retained by Euphoria Capital.
Section 9- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Description
3.1
Assignment and Assumption Agreement by and between Euphoria Capital and Tunim Stone Capital, LLC.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
SIGNATURE
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 hereunto duly authorized.
VenHub Global, Inc.
(Registrant)
Date: October 19, 2026
By:
/s/ Shahan Ohanessian
Name:
Shahan Ohanessian
Title:
Chief Executive Officer
2

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EX-3.1
2
ea030907101ex3-1.htm
ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN EUPHORIA CAPITAL AND TUNIM STONE CAPITAL, LLC
Exhibit
3.1
ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
Assignment and Assumption Agreement (this “
Agreement
”) is entered into as of 5 October, 2026, by and between Euphoria
Capital, an exempt Cayman company in the Cayman Islands, as assignor (the “
Assignor
”) and Tumim Stone Capital, LLC,
a Delaware limited liability company, as assignee (the “
Assignee
”).
RECITALS
(A)
VenHub
Global, Inc., a Nevada corporation (the “
Company
”) and the Assignor entered
into that certain Equity Purchase Agreement, dated as of August 26, 2026 (the “
Purchase
Agreement
”), pursuant to which the Company agreed to sell and the Assignor agreed
to purchase, from time to time, shares of the Company’s common stock, par value $0.001
per share, upon the terms and subject to the conditions set forth therein. Concurrently therewith,
the Company and the Assignor entered into a Registration Rights Agreement, dated as of August
26, 2026 (the “Registration Rights Agreement” and, together with the Purchase
Agreement, the “Assigned Agreements”). The Company’s Registration Statement
on Form S-1 (File No. 333-298746) registering the resale of the Registrable Securities was
declared effective by the SEC on September 14, 2026.
(B)
Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.
(C)
Section
11.3 of the Purchase Agreement provides that no party may assign its rights or obligations
thereunder without the prior written consent of the other party, save that the Assignor may,
without the prior consent of the Company, assign its rights to purchase Securities thereunder
to (i) any of its Affiliates or (ii) any other investment funds or accounts managed or advised
by the investment manager who acts on behalf of the Assignor, in each case provided that
such assignee agrees to be bound by the terms of the Purchase Agreement, makes the representations
and warranties set forth in Article III and agrees to the covenants set forth in Article
V thereof. Section 9 of the Registration Rights Agreement restricts assignment by the Company
only and does not restrict assignment by the Investor.
(D)
The
Assignee is not an Affiliate of the Assignor and is not an investment fund or account managed
or advised by the investment manager who acts on behalf of the Assignor. Accordingly, the
assignment contemplated hereby requires the prior written consent of the Company pursuant
to Section 11.3 of the Purchase Agreement, which consent the Company grants by its execution
of this Agreement.
(E)
The
Assignor desires to assign to the Assignee, and the Assignee desires to assume from the Assignor,
the Assignor’s rights and obligations under the Assigned Agreements, other than the
Assignor’s rights with respect to 500,000 Commitment Shares retained by the Assignor
and the registration rights associated therewith, subject to and in accordance with the terms
and conditions of this Agreement and Section 11.3 of the Purchase Agreement.
NOW,
THEREFORE
, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Assignment
.
As of the Effective Date, Assignor hereby transfers, conveys, and assigns to Assignee, its
successors and assigns, all of Assignor’s right, title, interest, and obligations in
and to the Assigned Agreements, other than Assignor’s right, title and interest in
and to 500,000 Commitment Shares retained by Assignor (the “Retained Commitment Shares”)
and its registration rights under the Registration Rights Agreement with respect thereto.
As of the Effective Date, with respect to the Assigned Agreements, Assignee does hereby accept
such assignment and hereby agrees to be bound by all express and implied covenants, rights,
benefits, conditions, obligations, and liabilities under the Assigned Agreements. In addition,
and as a separate conveyance, the Assignor hereby sells, assigns, transfers and delivers
to the Assignee all of the Assignor’s right, title and interest in and to 300,000 of
the Commitment Shares issued to the Assignor on August 26, 2026 (the “Transferred Commitment
Shares”), free and clear of all Liens. Assignor shall retain the Retained Commitment
Shares and all registration rights associated therewith.
2.
Assumption
.
Assignee, for itself and its successors and legal representatives, hereby accepts the Assigned
Agreements and expressly assumes in full all obligations of Assignor under the Assigned Agreements,
and agrees to (a) keep, perform and observe the performance of all of the terms, covenants
and conditions of Assignor under the Assigned Agreements, (b) be fully bound by all of the
terms, covenants, agreements, provisions, conditions, obligations and liabilities of Assignor
thereunder, and (c) satisfy all obligations of Assignor first arising under the Assigned
Agreements from and after the Effective Date. Notwithstanding anything to the contrary herein,
the Assignee does not assume, and the Assignor shall remain solely liable for, all obligations,
liabilities and claims of the Assignor under or in respect of the Assigned Agreements arising
out of facts, circumstances, acts or omissions occurring prior to the Effective Date, including
without limitation under Article X and Section 11.2 of the Purchase Agreement and Section
6 of the Registration Rights Agreement. Except as expressly set forth herein, the Company
does not release the Assignor from any obligation, liability or claim under or in respect
of the Assigned Agreements.
3.
Representations
and Warranties of Assignee
. The Assignee hereby makes the representations and warranties
set forth in Article III (Sections 3.1 through 3.9) of the Purchase Agreement, which are
incorporated herein by reference, mutatis mutandis, as if fully set forth herein, with all
references to the “Investor” therein deemed to refer to the Assignee, and all
references to “this Agreement” therein deemed to refer to the Purchase Agreement.
These representations and warranties are made as of the date hereof and shall be deemed repeated
as of the Effective Date. The Assignee further agrees to be bound by the covenants set forth
in Article V of the Purchase Agreement and by the obligations of the Investor set forth in
Section 4 of the Registration Rights Agreement.
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2
4.
Representations
and Warranties of Assignor
. The Assignor represents and warrants to the Assignee, as
of the date hereof and as of the Effective Date, that: (a) the Assignor is duly organized,
validly existing and in good standing under the laws of Cayman Islands, its jurisdiction
of organizationand has full power and authority to execute, deliver and perform this Agreement,
the execution, delivery and performance of which have been duly authorized by all necessary
organizational action; (b) each of the Assigned Agreements is in full force and effect and
has not been amended, modified, supplemented, waived or terminated; (c) no Termination Event,
no Event of Default, and no event which with notice or lapse of time would constitute either,
has occurred and is continuing; (d) no Put Notice has been delivered by the Company and no
Put remains outstanding or unsettled; (e) the Assignor holds all right, title and interest
in and to the Assigned Agreements free and clear of all Liens, and has not previously assigned,
pledged, encumbered, sub-participated or granted any interest in the same to any Person;
(f) the Assignor has received the Commitment Shares and the $50,000 payment contemplated
by Section 11.7 of the Purchase Agreement, and no further amounts or securities are owed
to the Assignor by the Company under the Assigned Agreements; (g) there are no side letters,
understandings or other agreements between the Assignor and the Company relating to the subject
matter of the Assigned Agreements other than the Assigned Agreements themselves; (h) the
Assignor has not received any notice from the Company, the Principal Market, the Transfer
Agent or the SEC relating to the Assigned Agreements, the Registration Statement or the Securities;
(i) the Assignor is the sole record and beneficial owner of the Transferred Commitment Shares,
which were issued to the Assignor on August 26, 2026, are fully earned and non-refundable
pursuant to Sections 6.6 and 11.7 of the Purchase Agreement, and are held free and clear
of all Liens, and the Assignor has not sold, transferred, pledged, hypothecated or entered
into any contract, option or other arrangement to dispose of the same or any interest therein;
and (j) the Assignor is not in possession of any material non-public information concerning
the Company or its securities.
5.
Indemnification
by Assignor
. The Assignor shall indemnify, defend and hold harmless the Assignee and
its affiliates, partners, members, officers, directors, employees and agents from and against
any and all Damages arising out of or relating to (a) any breach of any representation, warranty
or covenant of the Assignor contained in this Agreement, and (b) any obligation, liability
or claim retained by the Assignor pursuant to Section 2 hereof. As provided in Section 11.3
of the Purchase Agreement, no assignment hereunder relieves the Assignor from its obligations
or liability under the Assigned Agreements.
6.
Delivery
of Counterpart Signature Page
. In accordance with Section 11.3 of the Purchase Agreement,
the Assignee hereby delivers this Agreement, together with an executed counterpart signature
page to the Purchase Agreement attached hereto as
Exhibit A
, to the Company and the
Assignor.
Page
3
7.
Transfer
of the Commitment Shares
. On the Effective Date, the Assignor shall deliver to the Transfer
Agent, with copies to the Assignee and the Company, (a) a duly executed stock power in respect
of the Transferred Commitment Shares, with medallion signature guarantee, substantially in
the form attached hereto as Exhibit B, (b) the Transfer Agent’s transfer request form,
duly completed and executed, and (c) a duly completed IRS Form W-8BEN-E. The Company shall,
promptly and in any event within three (3) Trading Days following receipt by the Company
and the Transfer Agent of the complete transfer documentation described in clauses (a) through
(c) above and either the filing of the applicable prospectus supplement under Rule 424(b)(3)
or the effectiveness and usability of the applicable post-effective amendment, deliver or
cause to be delivered to the Transfer Agent an issuer instruction letter and an opinion of
Company counsel, in form and substance acceptable to the Transfer Agent, directing the transfer
of the Transferred Commitment Shares into the name of the Assignee or its designee and, upon
confirmation of a sale by the Assignee pursuant to the Registration Statement, the issuance
of such shares free of any restrictive legend, in each case substantially in the manner contemplated
by the opinion of Sichenzia Ross Ference Carmel LLP delivered to the Transfer Agent on September
17, 2026. The Company and the Assignor acknowledge and agree that the Transferred Commitment
Shares constitute Registrable Securities to be covered for resale under the Registration
Statement as provided in Section 8.
8.
Consent,
Acknowledgements and Covenants of the Company
. By its execution of this Agreement, the
Company: (a) consents to the assignment and assumption contemplated hereby for all purposes
of Section 11.3 of the Purchase Agreement and Section 9 of the Registration Rights Agreement,
and confirms that such consent has been duly authorized and is not precluded by Section 11.14
of the Purchase Agreement or Section 10 of the Registration Rights Agreement; (b) acknowledges
and agrees that, from and after the Effective Date, the Assignee shall constitute the “Investor”
for all purposes of the Assigned Agreements, except that the Assignor shall remain a selling
stockholder under the Registration Rights Agreement solely with respect to the Retained Commitment
Shares and its registration rights associated therewith; (c) represents and warrants that
each of the Assigned Agreements is in full force and effect, that no Termination Event or
Event of Default has occurred and is continuing, that no Put Notice is outstanding, and that
the full Exchange Cap of 18,278,571 shares of Common Stock remains available; (d) agrees,
promptly and in any event within ten (10) Trading Days following the Effective Date, to prepare
and file with the SEC a post-effective amendment to the Registration Statement naming the
Assignee as a selling stockholder with respect to the 300,000 Transferred Commitment Shares
and up to 18,278,571 Put Shares and retaining the Assignor as a selling stockholder with
respect to the 500,000 Retained Commitment Shares, and to use its reasonable best efforts
to cause such post-effective amendment to become effective and usable at the earliest practicable
date, in each case as contemplated by Sections 2(a), 3(a) and 3(j) of the Registration Rights
Agreement; provided that the foregoing ten (10) Trading Day deadline applies solely to filing
and not to SEC effectiveness; provided further that, pending effectiveness of the post-effective
amendment, the Company may, at its option, file a prospectus supplement under Rule 424(b)(3)
naming the Assignee as a selling stockholder solely with respect to the Transferred Commitment
Shares; provided further that the Company shall not deliver any Put Notice to, or issue any
Put Shares to, the Assignee unless and until the post-effective amendment is effective and
the Registration Statement is usable for resales by the Assignee of the Put Shares; (e) agrees,
subject to and upon satisfaction of the conditions set forth in Section 7, to deliver or
cause to be delivered to the Transfer Agent an issuer instruction letter and an opinion of
Company counsel, each naming the Assignee and otherwise substantially in the form of the
opinion delivered to the Transfer Agent on September 17, 2026; and (f) agrees that the notice
details for the Investor under Section 10.1 of the Purchase Agreement and Section 11(b) of
the Registration Rights Agreement are amended to those set out on the Assignee’s signature
page hereto.
Page
4
9.
Acknowledgements
and Covenants Regarding the Purchase Agreement
. The Company, the Assignor and the Assignee
acknowledge and agree as set out in this Section. Subsection (a) identifies typographical
and cross-reference clarifications only and does not amend or waive the Purchase Agreement
or the Registration Rights Agreement. Subsection (b) expressly amends the Purchase Agreement
pursuant to Section 11.14 thereof and shall control over any inconsistent provision of the
Purchase Agreement. (a) Interpretation. The parties confirm their common understanding that,
in the Purchase Agreement: (i) each reference to “Section 7.2” (including in
Section 2.2(a), Sections 7.1(f), 7.1(g) and 7.1(o), Exhibit A and Exhibit B) is a reference
to Section 7.1; (ii) the reference in Section 7.1(o) to “Section 7.2(p)” is a
reference to Section 7.1(o); (iii) the definition of “Event of Default” refers
to Section 8.2; (iv) the Section numbered “8..3” is Section 8.3; (v) the reference
in Section 11.3 to the representations and warranties “set forth in Section 5”
is a reference to Article III; (vi) the figure “25,000,000” in Section 2.1(i)(a)
means Twenty-Five Million Dollars ($25,000,000); and (vii) “Affiliate” has the
meaning given to that term in Rule 405 under the Securities Act. (b) Delivery of Put Shares.
The Company shall deliver, or cause the Transfer Agent to deliver, the Put Shares specified
in each Put Notice as DWAC Shares to the Investor’s account no later than one (1) Trading
Day following the applicable Put Date and, in any event, prior to the commencement of the
related Valuation Period. The Investor shall have no obligation to fund the Investment Amount
in respect of any Put for which the Put Shares have not been so delivered, and any failure
to so deliver shall entitle the Investor to the remedies set out in Section 2.2(a) of the
Purchase Agreement.
10.
Effective
Date
. This Agreement, and the assignment and assumption contemplated hereby, shall become
effective on the date on which the last of the following shall have occurred (the “Effective
Date”): (a) the execution and delivery of this Agreement by each of the Assignor, the
Assignee and the Company; and (b) the delivery by the Assignee of the executed counterpart
signature page attached hereto as Exhibit A. The Effective Date is solely the contractual
effective date of the assignment and assumption and does not authorize the delivery of any
Put Notice to, or the issuance of any Put Shares to, the Assignee unless and until the post-effective
amendment is effective and the Registration Statement is usable for resales by the Assignee
of the Put Shares in accordance with Section 8(d).
Page
5
11.
Governing
Law; Dispute Resolution
. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Nevada, without regard to principles of conflicts
of law that would result in the application of the substantive laws of another jurisdiction.
Any dispute, controversy or claim between the Assignor and the Assignee arising out of or
relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally
resolved by arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules, before a single arbitrator, with the seat of arbitration
in New York, New York, and judgment upon the award rendered may be entered in any court of
competent jurisdiction. The arbitration provisions set forth in Exhibit C to the Purchase
Agreement shall continue to govern disputes between the Company and the Investor under the
Purchase Agreement and shall not apply to any dispute between the Assignor and the Assignee
under this Agreement.
12.
Further
Assurances
. From time to time, as and when requested by any Party, any other Party will
execute and deliver, or cause to be executed and delivered, all such documents and instruments
as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
13.
Counterparts
.
This Agreement may be executed in any number of counterparts, and each counterpart hereof
shall be effective as to each party that executes the same whether or not all of such parties
execute the same counterpart. If counterparts of this Agreement are executed, the signature
pages from various counterparts may be combined into one composite instrument for all purposes.
All counterparts together shall constitute only one Agreement, but each counterpart shall
be considered an original.
[
SIGNATURE
PAGES FOLLOW
]
Page
6
ASSIGNOR:
EUPHORIA CAPITAL
By:
/s/ Kervin Pillay
Name:
Kervin Pillay
Title:
Director
Date:
October 5, 2026
ASSIGNEE:
Tumim Stone
Capital, LLC
By: 3i Management
LLC, as Manager
By:
/s/ Maier J. Tarlow
Name:
Maier J. Tarlow
Title:
Manager
Date:
10.11.2026
Notice
Address: [address]
Email:
[email]
Attention:
[name]
CONSENTED
TO, ACKNOWLEDGED AND AGREED:
VENHUB GLOBAL,
INC.
By:
/s/ Matt Hidalgo
Name:
Matt
Hidalgo
Title:
CFO
Date:
10/6/26
Page
7
EXHIBIT
A
COUNTERPART
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
The
undersigned hereby executes this counterpart signature page to the Equity Purchase Agreement, dated as of August 26, 2026 (the “Purchase
Agreement”), by and between VenHub Global, Inc. and Euphoria Capital and agrees to be bound by all of the terms and conditions
thereof as an Investor, in accordance with Section 11.3 of the Purchase Agreement.
Tumim Stone
Capital, LLC
By: 3i Management
LLC, as Manager
By:
/s/ Maier J. Tarlow
Name:
Maier J. Tarlow
Title
:
Manager
Date:
10.11.2026
Page
8
EXHIBIT
B
FORM
OF STOCK POWER
FOR
VALUE RECEIVED, the undersigned, Euphoria Capital, hereby sells, assigns and transfers unto Tumim Stone Capital, LLC three hundred thousand
(300,000) shares of common stock, par value $0.001 per share, of VenHub Global, Inc., a Nevada corporation (the “Company”),
standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint VStock Transfer
LLC as attorney to transfer the said shares on the books of the Company with full power of substitution in the premises.
Dated: October 5, 2026
EUPHORIA CAPITAL
By:
/s/ Kervin Pillay
Name:
Kervin Pillay
Title:
Director
Signature guaranteed (Medallion Signature Guarantee):
Page
9