Robo.ai Inc. Amendment to Convertible Note Facility and Issuance of Third Note

Robo.ai Inc. has amended its Securities Purchase Agreement with an institutional investor regarding a convertible note facility. The amendment revises terms for the Third Note and adds provisions for a Fourth Note. On June 5, 2026, the company issued the Third Note for $2.0 million in principal, receiving $1.84 million in gross proceeds. The issuance of both the Third and Fourth Notes, along with the underlying shares, was made under a private offering exemption, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The total principal amount of notes issuable under the agreement remains unchanged.