Richtech Robotics Inc.
A Las Vegas-based robotics company that builds robots to work alongside people—mixing drinks, delivering food in restaurants, and disinfecting rooms. Its best-known creation is ADAM, a two-armed robot bartender whose name stands for "Automated Dual Arm Mixologist." Founded in 2016 as Richtech Creative Displays, a machine-vision company, it pivoted to service robots and was renamed Richtech Robotics in 2022.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion should be read in conjunction with our Unaudited condensed consolidated financial statements and the related notes contained elsewhere in this Report and in our other filings with the SEC. The following discussion may contain predictions, estimates, and…
The following discussion should be read in conjunction with our Unaudited condensed consolidated financial statements and the related notes contained elsewhere in this Report and in our other filings with the SEC. The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” in our 2025 Annual Report and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below. Overview We are a robotics company focused on the development of embodied AI systems for manufacturing, retail, hospitality, and other sectors. We develop proprietary hardware and software that employ the latest robotics and AI innovations. Our goal is to deploy robotics at scale in business operations across our target markets. Key Business Highlights for the Third Quarter of Fiscal Year 2026 Strategic and Operational Milestones ● RaaS Contract Acceleration: Successfully expanded our Robots-as-a-Service (RaaS) footprint, demonstrating continued market adoption of our recurring revenue model. This growth validates our long-term strategy to shift away from one-time hardware sales toward a high-quality, predictable revenue base. ● Continued Investment in Research and Development: During the third quarter of fiscal year 2026, we continued to invest in research and development focused on artificial intelligence, system autonomy, and intelligent human-machine interaction across our robotic platforms. As a member of the NVIDIA Connect program, we have continued to utilize NVIDIA-based AI computing platforms and robotics software frameworks to enhance real-time perception, decision-making, and on-device autonomy. These efforts are intended to enhance product functionality and support scalable commercial deployment across multiple industry verticals. ● Expansion of Hospitality Management Operations (AlphaMax): Advanced the strategic rollout of our proprietary hospitality concepts by commencing development of a new Clouffee and Tea location in the San Francisco Financial District. Site preparation and operational workflows are currently in progress, with the location having commenced operations in August 2026, prior to the filing of this Quarterly Report. Financial Milestones ● Despite higher operating expenses from strategic investments, we achieved year-over-year improvement in net loss for the nine months ended June 30, 2026. Consolidated net loss narrowed to $20.4 million, a 35.8% reduction from $31.8 million in the prior-year period. This improvement was primarily driven by $9.8 million in investment income, compared to $1.1 million in the prior-year period, as well as a non-cash gain of $0.6 million from the change in fair value of warrant liabilities, compared to a non-cash loss of $22.1 million in the prior-year period. ● During the nine months ended June 30, 2026, we achieved significant progress in strengthening our financial position and advancing our strategic objectives. Total stockholders’ equity increased by $118.2 million, or approximately 47.1%, to $369.0 million from $250.8 million at September 30, 2025, reflecting the successful execution of our capital-raising initiatives. Our cash and cash equivalents grew to $302.0 million, up from $185.6 million at the beginning of the fiscal year, positioning us with strong liquidity to fund ongoing operations and future growth investments. Total liabilities decreased substantially from $22.2 million to $4.1 million, driven by a significant reduction in warrant liabilities, which further strengthened our balance sheet. We also invested $21.7 million in property and equipment during the period, including the acquisition of a facility in Las Vegas, Nevada, to support our long-term operational scalability. These improvements collectively reflect our continued progress in building a solid financial foundation to drive sustainable growth. 33 Factors and Trends Affecting Our Business and Results of Operations The following trends and uncertainties either affected our financial performance historically or are likely to impact our results of operations in the future: ● As our robotic products’ market potential is seen by others, more competitors could enter the market, which may lead to price competition and a decline in profit margins; ● A recession could lead to a decline in customer demand in our robotic products and services; ● Some of our foundational hardware components continue to be manufactured and assembled by engineering partners in East Asia, which presents structural exposure to international freight disruptions, geopolitical dynamics, and regional logistical bottlenecks; ● We anticipate that our general and administrative expenses will trend upward as we continue to invest in organizational maturement. These expansionary costs will primarily represent enhanced compliance infrastructure, regulatory audit overhead, continuous internal control remediation (specifically surrounding accounting oversight under ASC 606 and ASC 842), and necessary adjustments to our director and officer (D&O) coverage; ● Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components. This means profit margins could be affected, and our pricing would need to be re-evaluated on a regular basis. Results of Operations Comparison of the nine and three months ended June 30, 2026 and 2025 The following table summarizes our results of operations (in thousands) for the nine and the three months ended June 30, 2026 and 2025, together with the dollar change in those items from period to period: Nine months ended June 30, Three months ended June 30, 2026 2025 Change 2026 2025 Change Revenue $ 3,945 $ 3,601 $ 344 $ 1,373 $ 1,177 $ 196 Cost of revenue 2,448 1,991 457 571 746 (175 ) Gross profit 1,497 1,610 (113 ) 802 431 371 Operating expenses: Research and development 3,144 1,337 1,807 950 533 417 Sales and marketing 4,011 903 3,108 602 288 314 General and administrative 15,546 10,180 5,366 3,049 1,409 1,640 Impairment of long-lived assets 9,468 - 9,468 9,468 - 9,468 Total operating expenses 32,169 12,420 19,749 14,069 2,230 11,839 Loss from operations (30,672 ) (10,810 ) (19,862 ) (13,267 ) (1,799 ) (11,468 ) Non-operating income(expense): Investment Income 9,848 1,143 8,705 3,111 423 2,688 Gain (loss) from change in fair value of warrant liability 552 (22,123 ) 22,675 177 (286 ) 463 Loss on disposition of subsidiary (132 ) - (132 ) - - - Interest expenses, net (6 ) (28 ) 22 (2 ) (19 ) 17 Total other expenses 10,262 (21,008 ) 31,270 3,286 118 3,168 Loss before income tax expense (20,410 ) (31,818 ) 11,408 (9,981 ) (1,681 ) (8,300 ) Income tax benefit/(expense) - (9 ) 9 - (9 ) 9 Net loss (20,410 ) (31,827 ) 11,417 (9,981 ) (1,690 ) (8,291 ) Less: Net loss Attributable to Non-Controlling Interest (8 ) (78 ) 70 - (40 ) 40 Net loss attributable to Richtech $ (20,402 ) $ (31,749 ) $ 11,347 $ (9,981 ) (1,650 ) $ (8,331 ) 34 Revenue Nine months ended June 30, Three months ended June 30, 2026 2025 Change 2026 2025 Changes Revenues Product sales $ 861 $ 1,569 $ (708 ) $ 264 $ 156 $ 108 Event services 1,516 1,143 373 627 719 (92 ) RaaS 1,084 375 709 394 130 264 Others 484 514 (30 ) 88 172 (84 ) Total revenues $ 3,945 $ 3,601 $ 344 $ 1,373 $ 1,177 $ 196 For the nine months ended June 30, 2026, net revenue increased by $0.3 million, or approximately 9.6%, to $3.9 million, compared to $3.6 million for the same period in 2025. For the three months ended June 30, 2026, net revenue increased by $0.2 million, or approximately 16.7%, to $1.4 million, compared to $1.2 million for the same period in 2025. The overall revenue growth reflects continued strong customer engagement, increased revenue from event rental services, the successful scaling of our Robots-as-a-Service (RaaS) model, and the ongoing expansion of Alphamax Management LLC, our wholly-owned subsidiary. Alphamax manages the complete operational workflow of our robot-operated restaurant locations, seamlessly blending our advanced AI robotics (such as the ADAM beverage system) into commercial foodservice environments. Rather than pursuing a broad multi-state rollout, Alphamax is currently focusing on an optimized, high-visibility geographic footprint; it currently operates one restaurant location in Georgia, maintains an operational storefront in Las Vegas, Nevada, and is in the process of opening an additional automated location in San Francisco, California. This targeted footprint establishes a steady, repeatable blueprint to scale our robotics solutions and capture predictable food and beverage revenue. These drivers collectively underscore the growing market acceptance of our offerings and our ability to capture increasing demand across our target markets. We remain confident in our revenue momentum as we continue to execute on our growth strategy. Product Sales Revenue: Product revenue decreased for both periods, reflecting our strategic shift towards increased RaaS: ● For the nine months ended June 30, 2026, product revenue decreased by $0.7 million, or approximately 45.1%, to $0.9 million, compared to $1.5 million in 2025. ● For the three months ended June 30, 2026, product revenue increased by $0.1 million, or approximately 69.2%, to $0.3 million, compared to $0.2 million in 2025. Event Services Revenue: Event Services revenue increased for the nine months ended June 30, 2026, driven by higher customer activity, while revenue for the three-month period declined modestly, reflecting the timing of event scheduling rather than a change in underlying demand: ● For the nine months ended June 30, 2026, event services revenue increased by $0.4 million, or approximately 32.6%, to $1.5 million, compared to $1.1 million in 2025. ● For the three months ended June 30, 2026, event services revenue decreased by $0.1 million, or approximately 12.8%, to $0.6 million, compared to $0.7 million in 2025. 35 RaaS Revenue: RaaS revenue showed a notable increase over the nine-month period, demonstrating the growing adoption of our RaaS model: ● For the nine months ended June 30, 2026, RaaS revenue increased by $0.7 million, or approximately 189.1%, to $1.1 million, compared to $0.4 million in 2025. ● For the three months ended June 30, 2026, RaaS revenue increased by $0.3 million, or approximately 203.1%, to $0.4 million, compared to $0.1 million in 2025. Cost of Revenue, net Cost of revenue, net, increased for both the nine and three months ended June 30, 2026: For the nine months ended June 30, 2026, cost of revenue, net, increased by $0.5 million, or approximately 23.0%, to $2.5 million, compared to $2.0 million for the same period in 2025. For the three months ended June 30, 2026, cost of revenue, net, decreased by $0.1 million, or approximately 23.5%, to $0.6 million, compared to $0.7 million for the same period in 2025. The overall variance reflects the structural shift in our revenue mix toward recurring service-based models. The increase in cost of revenue for the nine-month period was primarily driven by higher deployment activities, expanded logistics and installation efforts, and increased depreciation associated with our growing base of robotic equipment under active RaaS and Event Services contracts. These cost increases are directly correlated with the revenue growth in these recurring service lines. For the three-month period ended June 30, 2026, the decline in cost of revenue was primarily attributable to our strategic shift toward increased leasing arrangements, where the cost associated with the robots is recognized differently over the lease term rather than as an immediate cost of goods sold upon an outright sale. The quarter-over-quarter fluctuation reflects the variability in the timing of deployments and customer demand across periods. Gross Profit Gross profit experienced mixed trends for the nine and three months ended June 30, 2026: For the nine months ended June 30, 2026, gross profit decreased by $0.1 million, or approximately 7.0%, to $1.5 million, compared to $1.6 million for the same period in 2025. Gross margin decreased to approximately 37.9% for the nine months ended June 30, 2026, compared to approximately 44.7% for the same period in 2025. For the three months ended June 30, 2026, gross profit increased by $0.4 million, or approximately 86.1%, to $0.8 million, compared to $0.4 million for the same period in 2025. Gross margin improved to approximately 58.4% for the three months ended June 30, 2026, compared to approximately 36.6% for the same period in 2025. The decrease in gross profit for the nine-month period was primarily driven by a $0.5 million increase in cost of revenue, which outpaced the $0.3 million increase in revenue. The decline in gross margin primarily reflected higher costs associated with the expansion of our operations and service capabilities as we continued to invest in the resources, infrastructure, and operational support needed to accommodate future growth. These investments are expected to strengthen our capacity to support greater business volumes and the continued expansion of our service offerings. The improvement for the three-month period was primarily driven by a $0.2 million increase in revenue, combined with a $0.2 million decrease in cost of revenue. Gross margin improved significantly, largely attributable to the growing revenue contribution from our RaaS and event services categories, which benefited from improved operational efficiency and better cost absorption as volumes increased during the quarter. The higher revenue base enabled these service lines to absorb fixed costs more effectively, resulting in improved margin performance. This improvement reflects the positive impact of our ongoing efforts to enhance cost efficiency across our service operations. 36 Research and development expenses Research and development expenses increased for both the nine months and three months ended June 30, 2026: For the nine months ended June 30, 2026, research and development expenses increased by $1.8 million, or approximately 135.2%, to $3.1 million, compared to $1.3 million for the same period in 2025. For the three months ended June 30, 2026, research and development expenses increased by $0.4 million, or approximately 78.2%, to $0.9 million, compared to $0.5 million for the same period in 2025. These increases reflect our continued commitment to advancing our product roadmap and strengthening our competitive position through strategic investments in product development, engineering capabilities, and technology initiatives. We believe these investments are critical to driving long-term growth and delivering innovative solutions to our customers, and we remain focused on scaling our R&D efforts to capitalize on market opportunities. Sales and Marketing Expenses Sales and marketing expenses increased for both the nine and three months ended June 30, 2026: For the nine months ended June 30, 2026, sales and marketing expenses increased by $3.1 million, or approximately 344.2%, to $4.0 million, compared to $0.9 million for the same period in 2025. The increase was primarily attributable to two factors: (i) higher non-cash stock-based compensation expense, which included a significant one-time equity incentive award granted to employees and management within our sales and marketing organization during the first quarter of fiscal 2026, and (ii) increased spending on industry trade shows and events to promote our sales and enhance brand visibility. The equity award was designed to recognize performance achievements and support key talent retention within the commercial team. As stock-based compensation is a non-cash item, this component of the increase did not impact our operating cash flows for the nine-month period. Excluding the impact of the one-time equity award and the incremental trade show and event-related investments, the remaining increase in sales and marketing expenses for the nine-month period was largely in line with our normal operating cost structure, reflecting disciplined spending across other expense categories. The one-time equity award was recorded entirely in the first quarter and did not recur in the second and third quarter; accordingly, it affected the year-to-date comparison but not the three-month comparative period discussed below. For the three months ended June 30, 2026, sales and marketing expenses increased by $0.3 million, or approximately 109.0%, to $0.6 million, compared to $0.3 million for the same period in 2025. The increase was primarily driven by continued investments in industry trade shows and events to enhance brand visibility and generate new business opportunities. This increase is consistent with our strategic focus on expanding market presence and driving revenue growth through targeted marketing initiatives. We are continuously evaluating the effectiveness of our sales and marketing investments to ensure they align with our strategic objectives and drive sustainable revenue growth. 37 General and Administrative Expenses General and administrative expenses increased for both the nine and three months ended June 30, 2026: For the nine months ended June 30, 2026, general and administrative expenses increased by $5.4 million, or approximately 52.7%, to $15.5 million, compared to $10.1 million for the same period in 2025. The increase was primarily attributable to three factors: (i) higher non-cash stock-based compensation expense, which included a significant one-time equity incentive award granted to employees and management during the first quarter of fiscal year 2026; (ii) an approximately $0.9 million provision for expected credit losses, primarily associated with a limited number of past-due customer receivables. The one-time equity award was designed to recognize performance achievements and support key talent retention. As stock-based compensation, accelerated amortization, and the provision for expected credit losses are non-cash items, these increases did not impact our operating cash flows for the nine-month period. Excluding these impacts, the remaining increase in G&A for the nine-month period was largely in line with our normal operating cost structure, reflecting disciplined spending across other expense categories. The one-time equity award was recorded entirely in the first quarter and did not recur in the second and third quarters; accordingly, it affected the year-to-date comparison but not the three-month comparative period discussed below. For the three months ended June 30, 2026, general and administrative expenses increased by $1.6 million, or approximately 116.4%, to $3.0 million, compared to $1.4 million for the same period in 2025. The increase was primarily attributable to expanded facility operations and enhanced infrastructure to support our growing business, including higher utilities and building maintenance costs, increased information technology and software expenses, and a strategic decision to optimize our facility footprint. We are committed to carefully managing our general and administrative expenses while ensuring we have the necessary resources to support the company’s growth and meet our obligations. While the increase in G&A expenses is a natural consequence of our growth and transition to becoming a public company, we are committed to managing these expenses effectively. We are actively implementing cost optimization measures, streamlining processes, and leveraging technology to improve efficiency and control costs. We believe that our strategic investments in human capital, infrastructure, and compliance are essential to support our long-term growth objectives. As we continue to scale our operations and expand our market presence, we anticipate that G&A expenses will continue to increase, but we are committed to managing these costs prudently and ensuring that they align with our overall financial performance. Impairment of long-lived assets In January 2026, we launched a strategic transformation initiative referred to internally as “AI Across All” (“AAA”), under which we are transitioning our operations, software platforms, and technology infrastructure to an AI-native architecture. As part of this initiative, we undertook a comprehensive redevelopment and modernization of our existing software assets. We evaluated the impact of this transformation on the expected future economic benefits associated with certain software-related intangible assets. Based on the accelerated deployment of our next-generation AI-native systems, we determined that the remaining useful lives of certain existing software platforms have been significantly shortened. We completed the transition, redevelopment, and deployment of substantially all affected software platforms by June 30, 2026. Accordingly, we concluded that the remaining carrying value of such software-related intangible assets will no longer provide future economic benefit beyond June 30, 2026. As a result, we fully impaired the remaining carrying value of $9.5 million for these assets during the three months ended June 30, 2026. This impairment was a non-cash charge and did not impact our operating cash flows. Investment Income Investment income increased substantially for both the nine and three months ended June 30, 2026. For the nine months ended June 30, 2026, investment income increased by $8.7 million to $9.8 million, compared to $1.1 million for the same period in 2025. For the three months ended June 30, 2026, investment income increased by $2.7 million to $3.1 million, compared to $0.4 million for the same period in 2025. These increases are primarily attributable to higher average invested cash balances and higher interest rates on our cash balances. Gain (Loss) from Change in Fair Value of Warrant Liabilities For the nine months ended June 30, 2026, we recognized a gain of $0.6 million from the change in fair value of warrant liabilities, compared to a loss of $22.1 million in the same period of the prior year. The favorable variance of $22.7 million was primarily driven by a decrease in the fair value of the underlying warrants during the current period. The change in fair value is a non-cash item and does not impact our operating cash flows. For the three months ended June 30, 2026, we recognized a gain of $0.2 million from the change in fair value of warrant liabilities, compared to a loss of $0.3 million in the same period of the prior year. The favorable variance of $0.5 million was primarily attributable to changes in the Company’s stock price. This non-cash gain did not affect our operating cash flows for the period. 38 Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents and short-term investments, which consist of cash on hand and highly liquid short-term investments. As of June 30, 2026, our cash and cash equivalents and short-term investments totaled $339.6 million, representing an increase of $87.7 million from $251.9 million at September 30, 2025. This increase was primarily driven by net proceeds of $105.0 million received from the issuance of new shares. These proceeds significantly strengthened our balance sheet and enhanced our financial flexibility to invest in growth initiatives, including expanding our research and development team and purchasing property and equipment to support our growing operations. The increase was partially offset by cash used in operating activities, primarily attributable to our net loss and investments in working capital. Nine months ended June 30, 2026 2025 Change Net Cash provided by (used in): Operating activities $ (3,568 ) $ (5,409 ) $ 1,841 Investing activities 6,968 (41,741 ) 48,709 Financing Activities 112,988 65,477 47,511 Net increase (decrease) in cash $ 116,388 $ 18,327 $ 98,061 Operating Activities Net cash used in operating activities was $3.6 million for the nine months ended June 30, 2026, compared to $5.4 million for the same period in 2025. The $1.8 million improvement in operating cash flow was primarily attributable to a reduced net loss of $20.4 million in the current period, compared to a net loss of $31.8 million in the prior-year period, partially offset by changes in working capital. Non-cash adjustments to reconcile net loss to net cash used in operating activities for the current period mainly included stock-based compensation of $9.0 million, allowance for credit loss of $0.9 million, depreciation and amortization of $1.2 million, impairment of long-lived assets of $9.5m, a $0.1 million loss on disposition of a subsidiary, and a $0.6 million gain from the change in fair value of warrant liabilities, compared to a $22.1 million loss in the prior-year period. The net amount of these adjustments positively contributed to the year-over-year improvement in operating cash flow. Changes in net operating assets and liabilities resulted in a net outflow of approximately $3.4 million for the current period, primarily driven by an increase in inventory of $1.1 million, an increase in prepaid expenses and other current assets of $1.1 million, and a decrease in accrued expenses and other payables of $1.2 million, partially offset by an increase in deferred revenue of $0.1 million and other changes in operating assets and liabilities. In the prior-year period, changes in net operating assets and liabilities resulted in a net outflow of approximately $0.2 million. Investing Activities Net cash provided by investing activities was $7.0 million for the nine months ended June 30, 2026, compared to net cash used in investing activities of $41.7 million for the same period in 2025. The $48.7 million favorable variance was primarily driven by $96.8 million in proceeds from maturities and sales of short-term investments, partially offset by $21.7 million in purchases of property and equipment and $68.3 million in purchases of short-term investments. In the prior-year period, cash used in investing activities was primarily attributable to $36.7 million in purchases of short-term investments, $4.8 million in purchases of property and equipment, and $0.1 million in purchases of long-term investments. 39 Financing Activities Net cash provided by financing activities totaled $113.0 million for the nine months ended June 30, 2026, compared to $65.5 million for the same period in 2025. The increase was primarily due to $110.3 million in proceeds from the issuance of ordinary shares and $9.8 million in proceeds from warrant exercises, partially offset by $5.3 million in issuance costs of ordinary shares and $1.8 million of payments of employee tax withholdings in connection with restricted stock awards. In the prior-year period, cash provided by financing activities primarily consisted of $48.7 million in proceeds from the issuance of ordinary shares and $18.0 million in proceeds from warrant exercises, partially offset by $1.2 million in issuance costs of ordinary shares. Contractual Obligations We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. Trend Information Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. Seasonality Seasonality does not materially affect our business or the results of our operations. Off-Balance Sheet Arrangements We do not have off-balance sheet arrangements. Recent Accounting Pronouncements Not Yet Adopted See Note 2 to our unaudited financial statements included elsewhere in this report for more information. Critical Accounting Policies and Estimates The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows may be affected. In particular, the fair value of warrant liabilities is determined using the Black-Scholes option pricing model, which requires significant assumptions, including expected volatility, expected term, risk-free interest rate, and dividend yield. The expected volatility is based on a combination of the implied volatility of our publicly traded common stock and the historical volatility of comparable publicly traded companies with similar expected terms. Changes in significant unobservable inputs, particularly expected volatility, could result in a significantly higher or lower fair value measurement, which could have a material impact on our financial statements. We have assessed the impact of these estimates and are not aware of any specific events or circumstances that required an update to our estimates and assumptions, or materially affected the carrying value of our assets or liabilities, as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. 40 JOBS Act Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. For as long as we remain an “emerging growth company” under the recently enacted JOBS Act, we will, among other things: ● be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal controls over financial reporting; ● be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level of disclosure concerning executive compensation; and ● be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. Although we are still evaluating the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company,” including the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an emerging growth company, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an emerging growth company, we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our common stock may be materially and adversely affected.
On June 2, 2025, a civil action was filed against the Company and certain of our officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025). The complaint asserts claims for breach of contract, breach of express and implied warranties, fraud,…
On June 2, 2025, a civil action was filed against the Company and certain of our officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025). The complaint asserts claims for breach of contract, breach of express and implied warranties, fraud, and joint venture liability. The plaintiff seeks damages in excess of $600,000, including compensatory and punitive damages. On September 26, 2025, we filed a motion to dismiss the case. On July 16, 2026, the court entered an order denying the motion to dismiss. We believe the claims are meritless and are vigorously defending the action. Based on the current stage of litigation and consultation with outside counsel, management has concluded that a loss is not probable. On February 2, 2026, a putative securities class action lawsuit was filed against the Company and certain of its officers in the United States District Court for the District of Nevada, captioned Luiz Gonzalez Diez v. Richtech Robotics Inc., et al., No. 2:26-cv-00231 (D. Nev.). The complaint asserts claims for alleged violations of federal securities laws related to statements made in a press release issued by the Company on January 27, 2026. The plaintiff seeks to represent a class of persons and entities who purchased or otherwise acquired Richtech’s publicly traded securities during the period from January 27, 2026 through 12:00 PM EST on January 29, 2026 and seeks unspecified damages and other relief. On May 5, 2026, the Court entered an order appointing Charles Talisman and Hudson Max Cayman as co-lead plaintiffs, approving lead plaintiffs’ selection of lead counsel, and recaptioning the case as In re Richtech Robotics Inc. Securities Litigation. Lead plaintiffs’ amended complaint is presently due to be filed on or before September 11, 2026. We dispute the allegations in the complaint and intend to defend the case vigorously. The case is at an early stage and we cannot reasonably estimate the amount of any potential financial loss or cost that could result from the lawsuit. Subsequent to the filing of the Diez securities class action complaint, three separate putative shareholder derivative lawsuits were filed purportedly on behalf of the Company, as nominal defendant, against certain of the Company’s officers and directors, in the United States District Court for the District of Nevada: Morly Gourdet v. Zhenwu Huang, et al., Case No. 2:26-cv-01048, filed April 2, 2026; Charvi Shah v. Wayne Huang, et al., Case No. 2:26-cv-01273, filed April 24, 2026; and Kenneth Dawson v. Zhenwu Huang, et al., Case No. 2:26-cv-01466, filed May 13, 2026 (collectively, the “Derivative Actions”). The Derivative Actions are based on substantially similar factual allegations as the Diez securities class action complaint and assert claims, among others, for breach of fiduciary duties and/or contribution. The Derivative Actions seek to recover, on behalf of the Company, unspecified damages, corporate governance reforms, costs, attorneys’ fees, and expenses. On July 15, 2026, the parties filed a stipulation to consolidate the Derivative Actions, which is pending. The Derivative Actions are in their early procedural stages, and no responsive pleadings have been filed. The director and officer defendants deny all allegations of liability and intend to defend the Derivative Actions vigorously. Given the preliminary stage of the Derivative Actions and the inherent uncertainties of litigation, we cannot determine with certainty the outcome of these cases at this time.
Read original filing text →As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in our (i) registr…
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in our (i) registration statement for our initial public offering and (ii) 2025 Annual Report. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
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