NASDAQ: VHUB

The Company was quoted on the Nasdaq Stock Market
beginning on January 30, 2026, under the symbol “VHUB”.

Going Concern

We are currently a development stage company and
to date we began recording revenue in 2025. Accordingly, our independent registered public accountants have issued a comment regarding
our ability to continue as a going concern (please refer to the footnotes to the financial statements). Until such time that we are able
to establish a consistent flow of revenues from our operations, which is sufficient to sustain our operating needs, management intends
to rely primarily upon debt and equity financing to supplement cash flows, if any, generated by our services. We will seek such financing
as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated
with being a reporting Company with the Securities and Exchange Commission (“SEC”); we estimate such costs to be approximately
$1,000,000 for 12 months. The Company has included such costs to become a publicly reporting company in its targeted expenses for
working capital expenses and intends to seek reasonable loans from friends, family, and business acquaintances if it becomes necessary.
At this point we have been funded by our founders and initial shareholders and have not received any firm commitments or indications from
any family, friends or business acquaintances regarding any potential investment in the Company except those shareholders listed herein.

As we are a start-up company, while we have begun
generating revenue in 2025, it is still unclear whether we can sustain or grow our revenue generation; however, it is our hopes that our
revenues will exceed our costs. Our revenues will be impacted by the success of our marketing campaigns, the general condition of the
economy, and the number of clients we attract. For a further discussion of our initial operations, plan of operations, growth strategy
and marketing strategy see the below section entitled “Description of Business”.

Vision and Mission Statements

To become a global leader in autonomous retail
solutions, revolutionizing the shopping experience through cutting-edge innovation, advanced technology, and a commitment to sustainability,
while delivering a seamless, efficient, and accessible shopping experience for consumers and equipping retail partners with scalable,
cost-effective solutions that address the evolving demands of today’s dynamic marketplace.

1

VenHub Global, Inc.

The Company is developing “VenHub”
as its flagship brand, aiming to revolutionize the retail landscape by blending the smart of traditional stores with the efficiency of
cutting-edge robotics. VenHub’s technology is designed to deliver a fully autonomous shopping experience that operates 24/7, providing
consumers with seamless access to products at any time, with just a few taps on their smartphones or online device.

Currently Available Features (Version 1 Smart
Stores): Our Version 1 Smart Stores are currently available and include autonomous robotic systems for product selection, bagging,
and delivery; inventory tracking and restocking alerts; a mobile application for browsing and purchasing; and store owner access to basic
operational analytics. At present, our deployed AI and machine learning systems are focused on operational functions such as product verification
through computer vision, robotic navigation, and predictive maintenance of hardware. These capabilities improve order accuracy, fulfillment
efficiency, and system uptime.

In Development: We are actively developing
enhancements such as ID verification technology for age-restricted products (e.g., alcohol and tobacco), expanded AI-driven analytics
for store owners, and customer support infrastructure including 24/7 service and training materials. We are also developing AI-driven
personalization features, including recommender engines intended to suggest products based on purchase history, browsing behavior, and
complementary products. These personalization applications remain in testing and are not yet deployed in live store environments.

Future Opportunities: In addition, we are
evaluating future potential features such as biometric authentication for secure transactions, solar-powered energy alternatives, and
expanded product format options (including larger and mobile Smart Stores).

By utilizing advanced sensors, artificial intelligence
(AI), and robotics, VenHub currently delivers a smooth and autonomous shopping experience, focused on accuracy, efficiency, and reliability.
We believe that over time, our AI-driven algorithms will evolve to incorporate personalization features that can tailor product recommendations
and customer interactions as these capabilities are developed and deployed.

For store owners, VenHub is designed to materially
eliminate the need for a traditional workforce, leading to significant savings on labor costs and unlocking the potential for increased
profitability. By leveraging a combination of AI, sensors, and robotics, VenHub currently provides core autonomous functionality, and
we are developing additional features intended to enhance long-term performance and user experience.

VenHub is strategically positioned to transform
everyday shopping, with a vision of creating a world where the shopping experience is effortless, highly convenient, and accessible to
all.

Since April 13, 2023, VenHub has facilitated
an offering of its Preferred Class B Shares pursuant to Regulation CF with an offering price ranging between $2.83 per share
and $9.94 per share for a weighted average of $4.77 per share (the “CF Offering”). To date, VenHub has sold 675,015 shares
of Preferred Class B Shares. The Company concluded its offering of Preferred Stock B class shares on September 3, 2025.

Corporate Structure

VenHub operates through four wholly owned subsidiaries:
VenHub, LLC, VenHub Services, LLC, VenHub IP, LLC, and VenHub Stores, LLC. VenHub, LLC, VenHub Services, LLC, and VenHub IP, LLC,
were incorporated as Delaware limited liability companies on September 19, 2024, (the “Operating Subsidiaries”) and are
designed to focus on specific operational areas of the company. The Operating Subsidiaries are also being domesticated in the state of
Nevada pursuant to NRS 92A.270. VenHub Stores, LLC was incorporated in Nevada on June 4, 2025, and is designed to focus on ownership
of Company-owned stores (the Operating Subsidiaries and VenHub Stores, LLC, are collectively referred to as the “VenHub Subsidiaries”).
Prior to their formation, all business activities were consolidated under the Parent Company, VenHub Global, Inc.

2

VenHub, LLC

VenHub, LLC, a wholly owned subsidiary of VenHub
Global, Inc., oversees and/or manages the end-to-end sourcing, assembly, and distribution of VenHub Smart Stores. The subsidiary manages
the procurement of high-quality components and materials, ensuring that each Smart Store is built to the highest standards of craftsmanship
and reliability. VenHub, LLC oversees and/or manages the entire assembly process, ensuring that every Smart Store meets the rigorous quality
expectations set by the Parent Company. Additionally, VenHub, LLC is responsible for the sales, installation, and seamless integration
of these Smart Stores for its clients.

VenHub Services, LLC

VenHub Services, LLC, another subsidiary of VenHub
Global, Inc., focuses on delivering comprehensive software and operational support for the VenHub Smart Stores. It provides Software as
a Service (SaaS) solutions that power the Smart Stores, ensuring seamless customer access to the technology. VenHub Services, LLC also
manages the licensing of this software, offering the necessary tools for clients to optimize their store operations. Additionally, the
subsidiary provides ongoing software support, maintenance, and operational assistance to guarantee uninterrupted functionality and maximum
efficiency for its Smart Store users.

VenHub IP, LLC

VenHub IP, LLC plays a pivotal role in managing
the intellectual property portfolio that supports the innovative technology behind VenHub Smart Stores. This subsidiary is responsible
for licensing its proprietary intellectual assets, including patents, trademarks, and other innovations, to both VenHub, LLC and VenHub
Services, LLC. By centralizing the ownership and management of VenHub’s intellectual property, VenHub IP, LLC ensures the protection
and continued enhancement of the company’s competitive advantage across its product and service offerings.

VenHub Stores, LLC

VenHub Stores, LLC focuses on the ownership of
Company-owned stores. Currently, there are two (2) Company-owned store located at the Los Angeles Airport (LAX) and Union Station.
The Company intends to research the viability of opening more Company-owned stores through VenHub Stores, LLC for the purposes of seeding
strategic marketplaces, for research and development purposes, and when required by local municipalities and or others where we cannot
offer our stores otherwise to purchasers.

The operations of all four VenHub Subsidiaries
are and will be closely coordinated, ensuring an integrated and streamlined approach to delivering VenHub’s cutting-edge autonomous
retail solutions. As the Company develops additional product offerings and services and expands, additional subsidiaries may be developed
or established to optimize growth and address other corporate requirements.

3

Summary of VenHub Smart Store Features

The following features have been categorized for
our VenHub Smart Stores into three groups: (i) features that are currently available in our Version 1 Smart Stores, (ii) features
that are actively in development, and (iii) future opportunities that are conceptual and may be introduced depending on available
resources, technical feasibility, and market demand. The following table summarizes these categories:

Category

Available Now (Version 1

Smart Stores)

In Development

Future Opportunities

(Conceptual)

Core Store Operations

Autonomous robotic picking, bagging, and delivery; mobile app ordering; basic analytics for store owners.

Expanded AI-driven analytics; enhanced forecasting tools.

Advanced biometric authentication for secure transactions.

Customer Experience

24/7 autonomous operation; product browsing and checkout via mobile app.

24/7 customer support infrastructure; training materials and self-service portal. Development of AI-driven personalization features, such as recommender engines to suggest products based on purchase history and preferences (currently in testing, not yet deployed).

Future expansion of AI-driven personalization capabilities, enabling tailored shopping experiences as technology matures

Compliance Features

Standard security and inventory tracking.

ID verification technology for age-restricted sales (alcohol/tobacco).

Expanded compliance modules as new regulations emerge.

Energy & Infrastructure

Energy-efficient lighting; battery backup.

Solar-powered alternatives (in development).

Next-generation sustainability features.

Formats & Scalability

200 sq. ft. modular Smart Stores; expandable side-by-side units.

Mobile Smart Stores (on wheels); retrofit Smart Stores for existing spaces.

Larger-format Smart Stores; joint ventures with big-box retailers.

Security

Bulletproof glass, access controls, cameras, intrusion detection software.

Enhanced robotics-enabled lockers for package handling.

AI-driven predictive security and theft-prevention tools.

Competition

VenHub’s Competitive Positioning

We believe we are one of the early leaders in
providing end-to-end fully autonomous convenience store services using AI robotics. Our Smart Stores are designed to operate 24 hours
per day, seven days a week. With no employees required to operate the Smart Store, store owners have no store employee labor
costs. We believe this provides a competitive cost advantage to store owners, particularly as labor costs have increased historically.

Each VenHub Smart Store will be designed with
bullet proof glass, steel doors with padlock and electric locks, robust access control systems, and 24/7 monitoring with real-time alerts
via the store owner app interface. Each Smart Store will include interior and exterior sensors as well as intrusion software for the robots.
We believe these security features, combined with our self-service delivery windows, provide store owners with the ability to avoid retail
shrinkage.

We believe our AI-enabled store owner app interface
provides a comprehensive real-time inventory optimization platform that is unprecedented in the convenience store industry. In our view,
these data driven insights competitively position VenHub to attract new store owners that could then significantly scale our operations
from an emerging AI and robotics-enabled convenience store provider.

VenHub’s Competitive Landscape

The autonomous retail and smart vending space
is rapidly evolving, with companies such as Amazon Go, AiFi, and Zippin introducing cashierless technology and vending innovations, among
many potential other entrants and participants. However, VenHub distinguishes itself through a fully modular physical store platform with
robotic picking arms, integrated AI, and an end-to-end operating model for independent store ownership. Unlike competitors focused solely
on SaaS or retail chain use, VenHub enables entrepreneurial access to autonomous retail infrastructure, making it a first mover in this
owner-operator model at scale.

4

Intellectual Property

Intellectual property (“IP”) is critical
to VenHub’s strategy, safeguarding the innovative technologies that drive our competitive advantage. Through patents, the Company
protects our robotics, AI, and smart infrastructure solutions, creating barriers to entry for competitors and unlocking licensing and
partnership opportunities. IP protection ensures our ability to innovate independently and differentiate our offerings in the market.

●
Impact of IP on Business Success: The strength of the Company’s IP portfolio directly influences our market leadership and growth potential. Securing and enforcing patents prevents competitors from replicating our innovations, preserving our revenue streams and enabling long-term monetization. Strong IP also bolsters investor confidence and supports strategic partnerships, further enhancing our market position.

●
The Lifespan and Strategic Management of Patents: Provisional patents provide an initial 12-month protection period, during which we refine and transition innovations to utility patents with a 20-year lifespan. This timeline allows the Company to protect our advancements while continuously investing in new IP to maintain a dynamic, forward-looking portfolio that ensures long-term market relevance.

●
Leveraging IP for Growth and Risk Management: The Company’s IP strategy not only protects our technology but also positions us for growth by enabling licensing, co-development, and partnerships. We mitigate risks through thorough patent drafting, prior art searches, and legal defense planning, ensuring our innovations remain secure as we lead the automated retail industry.

●
Driving Innovation and Market Leadership: VenHub’s IP portfolio is a cornerstone of our business, enabling us to deliver cutting-edge solutions and maintain a competitive edge. By prioritizing innovation and robust IP management, we ensure sustainable growth and continue to shape the future of automated retail.

Patents Pending

As of December 31 2025, the Company had 25 unique
patent applications, consisting of 19 provisional patents and 6 utility patent applications. The patents were filed with the United States
Patent and Trademark Office (USPTO) by the inventors, Shahan and Shoushana “Suzy” Ohanessian, our founders. We are in the
process of formally assigning the patents to our wholly owned subsidiary, VenHub IP, LLC. These patents form a critical part of our
strategy to protect our technological innovations and products. Provisional patents provide an initial filing date and grant the ability
to label innovations as “patent pending,” but do not grant enforceable rights. To secure long-term protection, we intend to
transition any provisional applications to non-provisional utility patents, initiating the USPTO’s thorough examination process
for patentability. Our intellectual property portfolio reflects our commitment to innovation, with applications covering a range of technologies,
including automated systems, advanced robotics, retail security, and smart infrastructure. We recognize the importance of safeguarding
our proprietary technology, and through our planned utility patent filings, we aim to establish enforceable intellectual property rights
that provide us with a competitive advantage in the market.

Below is a list of our current patents pending:

Application No.

Title

Filing Date

63/606,111

Automated Gantry System for Precise Item Handling, Storage and Delivery

12/05/2023

18/970,312

Automated Gantry System for Precise Item Handling, Storage, and Delivery

12/05/2024

63/627,091

Innovative Expandable Housing Unit with Hydraulic Expansion and Locking System for Enhanced Mobility and Structural Integrity

1/31/2024

19/042,357

Expandable and Collapsible Building Unit

1/31/2025

63/636,727

PrecisionPack: Automated Product Packaging and Delivery System with Advanced Bagging Technology

4/20/2024

19/183,421

Automated Product Packaging and Delivery System with Advanced Bagging Technology

4/18/2025

63/636,730

SyncFridge: Smart Synchronized Refrigerator System for Seamless Item Retrieval

4/20/2024

19/183,272

Automated Door Control System for Refrigerated Product Storage

4/18/2025

63/791,979

Modular Snap-In Component Mounting and Power Distribution System

4/21/2025

63/639,337

Versatile Pneumatic End Effector System with Rotating Gripper Attachment for Enhanced Product Handling

4/26/2024

19/191,132

Versatile Pneumatic End Effector

4/28/2025

63/820,832

Automated Security System With Intrusion Detection and Robotic Arm Defense

6/10/2025

63/820,837

Real-Time Cabinet Position Display System for Automated Retail Environments with Adjustable Shelf Heights

6/10/2025

63/820,845

Self-Cleaning and Sanitizing Retail Shelves

6/10/2025

63/820,892

Advanced Automated Packaging and Delivery System with Intelligent Boxing Technology

6/10/2025

63/826,078

Sonic Deterrent System for Unattended Retail Stores

6/18/2025

63/827,236

Smart Inventory Management Using Predictive AI

6/20/2025

63/837,248

AI-Enhanced Motion Detection System for Advanced Security Monitoring in Commercial Environments

7/2/2025

63/840,274

Gridlock Floor-Based Snap-In Power Distribution System for Seamless Component Integration

7/8/2025

5

63/854,007

Protective Film System for Bullet-Resistant Glass Surfaces

7/30/2025

63/853,981

Smart Bullet-Resistant Glass Surface with Adjustable Opacity

7/30/2025

63/853,992

Mobile Autonomous Store System for Dynamic Retail Environments

7/30/2025

63/862,818

Intelligent Backup Power Management System for Enhanced Resilience and Security in SmartStores

8/13/2025

63/871,840

GPS-Enabled Smart Anti-Theft Tags for Enhanced Retail Security

8/28/2025

63/872,615

Sliding Shelf System for Autonomous Repositioning of Shelving Units

8/29/2025

63/872,700

Tamper Evident Self Destructing Tags for Enhanced Security of High-Value Retail Items

8/29/2025

63/636,730

SyncFridge: Smart Synchronized Refrigerator System for Seamless Item Retrieval (Expired Provisional Application)

4/20/2024

19/183,272

Automated Door Control System for Refrigerated Product Storage (Pending Utility Application)

4/18/2025

63/791,979

Modular Snap-In Component Mounting and Power Distribution System (Pending New Provisional Application)

4/21/2025

63/639,337

Versatile Pneumatic End Effector System with Rotating Gripper Attachment for Enhanced Product Handling (Expired Provisional Application)

4/26/2024

19/191,132

Versatile Pneumatic End Effector (Pending Utility Application)

4/28/2025

63/820,832

Automated Security System With Intrusion Detection and Robotic Arm Defense (Pending New Provisional Application)

6/10/2025

63/820,837

Real-Time Cabinet Position Display System for Automated Retail Environments with Adjustable Shelf Heights (Pending New Provisional Application)

6/10/2025

63/820,845

Self-Cleaning and Sanitizing Retail Shelves (Pending New Provisional Application)

6/10/2025

63/820,892

Advanced Automated Packaging and Delivery System with Intelligent Boxing Technology (Pending New Provisional Application)

6/10/2025

63/826,078

Sonic Deterrent System for Unattended Retail Stores (Pending New Provisional Application)

6/18/2025

63/827,236

Smart Inventory Management Using Predictive AI

6/20/2025

63/837,248

AI-Enhanced Motion Detection System for Advanced Security Monitoring in Commercial Environments

7/2/2025

63/840,274

Gridlock Floor-Based Snap-In Power Distribution System for Seamless Component Integration

7/8/2025

The key areas of focus for our intellectual property
include:

●
Robotics: Pneumatic end effector system, integrated retail shelves system (including display, installation, and replacement), and security system with automated robotic guards.

●
Artificial Intelligence: Motion sensor technology and biometric verification, smart inventory management, virtual reality, and repair.

●
Automation: Autonomous product management (handling, storage, and delivery), mobile store system (real-time position display, cabinet rearrangement), and self-operational system (self-repair and self-clean).

●
Store Operations: Assets and techniques (housing unit, mounting, refrigeration, power distribution, and backup), tech-enabled operations (vendor management, sanitation, LED lighting, and EMI shielding), and security protection (tracking, tagging, and detection).

●
Process: Precise item placement, intelligent bagging, and customer-tailored delivery methods.

Trademarks

We have filed a trademark application for the
mark “VenHub” with the United States Patent and Trademark Office (USPTO), under serial number 97785070. The application
was filed on February 7, 2023, and is currently under examination. This trademark is a key asset for protecting our brand identity
and marketing efforts. We will continue to monitor the application process and take necessary actions to secure registration of the “VenHub”
mark as part of our intellectual property strategy.

6

Seasonality

Our business is not seasonal. However, our revenues
and operating results may vary significantly from quarter-to-quarter, due to revenues earned on contracts, the commencement and completion
of contracts during any particular quarter, and new store openings. Because a portion of our expenses, such as personnel and facilities
costs, are fixed in the short term, successful contract performance and variation in the volume of activity as well as in the number of
contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.

Employees

The Company currently employs two full-time employees and over 30 independent
contractors. These individuals support key areas of the Company’s operations, including management, technology development, and
production. The Company plans to expand its workforce as it scales, including the conversion of independent contractors to full-time employees.
Additionally, the Company engaged a Professional Employer Organization (PEO) in October 2025 to optimize costs associated with scaling,
streamline payroll and compliance processes, and develop comprehensive fringe benefit programs to attract and retain top talent during
the early development cycle of the business.

As of December 31, 2025, our senior management
team leads strategic planning, business development, and operations. Our technology team focuses on advancing the Company’s robotic
AI platform, with an emphasis on software design and enhancing efficiencies for both consumers and store operators. Production and assembly
team members prioritize improving processes to support the scalable deployment of our Smart Stores. As the Company grows, we anticipate
increasing headcount in these critical areas to support ongoing innovation and operational expansion.

The Company places strong emphasis on fostering
an innovative and collaborative work environment. In alignment with SEC Regulation S-K 101(c)(2)(ii), the Company considers human
capital measures and objectives material to its operations, including employee recruitment, retention, training, and diversity initiatives.
These measures aim to maintain a skilled workforce capable of driving the Company’s strategic goals. Specific programs include providing
training in advanced robotics, AI technologies, and operational best practices.

The Company’s flexible business model allows
it to adjust team resources based on sales growth and operational needs. This adaptability supports sustainable growth while aligning
with the Company’s financial objectives and strategic priorities.

Corporate Information

VenHub Global, Inc. was incorporated in the state
of Wyoming on January 31, 2023, as “Autonomous Solutions, Inc.” On August 15, 2024, the Company domesticated in
the state of Delaware as “VenHub Global, Inc.” The Company redomiciled in Nevada on October 3, 2025. Our executive offices
are located at 5360 Procyon St. Las Vegas, NV 89118. Our website is https://www.VenHub.com. The information contained on our website
or accessible thereby shall not be deemed to be incorporated into this Annual Report.

On October 3, 2025, the Company filed Form S-1
with the SEC, which was amended by post-effective amendment(s) on November 21, 2025, December 12, 2025, December 31, 2025, January 15,
2026, and January 21, 2026, which was deemed effective on January 28, 2026. The Company filed Form 8-A12B with the SEC on January 27,
2026.

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