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Serve Robotics Inc. /DE/ — Director's Dealing 2023
Aug 2, 2023
32503_dirs_2023-08-02_f1fa9467-f9c8-4815-b48b-4b6747bf995f.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Patricia Acquisition Corp. (NONE)
CIK: 0001832483
Period of Report: 2023-07-31
Reporting Person: Kashani Ali Haghighat (Director, Chief Executive Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2023-07-31 | Common Stock | A | 2147184 | — | Acquired | 2147184 | Direct |
| 2023-07-31 | Common Stock | C | 3125 | — | Acquired | 2150309 | Direct |
| 2023-07-31 | Common Stock | A | 55000 | $4.00 | Acquired | 2205309 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2023-07-31 | Stock Option (Right to Buy) | $0.9446 | A | 45182 | Acquired | 2028-06-06 | Common Stock (45182) | Direct |
| 2023-07-31 | Stock Option (Right to Buy) | $0.9446 | A | 19373 | Acquired | 2028-06-06 | Common Stock (19373) | Direct |
| 2023-07-31 | Warrants (Right to Buy) | $3.20 | A | 1562 | Acquired | 2023-04-21 | Common Stock (1562) | Direct |
Footnotes
F1: Received in connection with the Issuer's merger (the "Merger") with Serve Robotics Inc. ("Legacy Serve") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of July 31, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a Patricia Acquisition Corp.), Serve Acquisition Corp. and Legacy Serve. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Serve capital stock was entitled to receive 0.80350 shares of Common Stock. The Merger closed on July 31, 2023 (the "Merger Closing Date").
F2: Received in connection with the Merger with Legacy Serve in accordance with the terms of the Securities Purchase Agreement, dated April 21, 2023 (the "SPA"). Pursuant to the terms of the SPA, the outstanding principal amount of each Legacy Serve 10% Senior Subordinated Secured Convertible Notes converted by their terms into shares of Common Stock at a conversion price of $3.20 per share.
F3: Represents shares of Common Stock acquired by the Reporting Person immediately following the Merger in a private placement pursuant to a Subscription Agreement dated as of July 31, 2023. The issuance of the shares to the Reporting Person was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F4: The stock option will vest in full on the one-month anniversary of the Merger Closing Date.
F5: Received in connection with the Merger in exchange for options to acquire 56,232 shares of Legacy Serve common stock for $0.76 per share.
F6: The stock option vested as to 1/48 of the total number of shares on June 1, 2023, and an additional 1/48 of the total number of shares will vest on each monthly anniversary thereafter, until such time as the stock option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
F7: Received in connection with the Merger in exchange for options to acquire 24,112 shares of Legacy Serve common stock for $0.76 per share.
F8: Immediately exercisable. Received in connection with the Merger with Legacy Serve in accordance with the terms of SPA. Pursuant to the terms of the
SPA, the outstanding principal amount of each Legacy Serve 10% Senior Subordinated Secured Convertible Notes converted by their terms into warrants to purchase 50% of shares of Common Stock converted at a conversion price of $3.20 per share.