RICHTECH ROBOTICS INC.

Current report

Item 1A. Risk Factors.

Current report

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) 2024 Annual Report. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Current report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Current report

Item 3. Defaults Upon Senior Securities

Current report

None.

Current report

Item 4. Mine Safety Disclosures

Previous report

As a smaller reporting company under Rule 12b-2 of the Exchange Act, the Company is not required to provide risk factors in this report. For our current risk factors relating to our operations, other than as set forth below, see the section entitled “Risk Factors” contained in our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2024 filed with the SEC on March 4, 2025.

Previous report

Our business and international expansion may be negatively affected by global political events and foreign policy responses, including tariffs.

Previous report

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our business and our plans to expand to international markets as we continue to seek partnerships with businesses located outside the U.S., including China.

Previous report

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. On April 2, 2025, the U.S. instituted a 54% tariff on all goods from China through an executive order. On April 9, 2025, implementation of the executive order issued on April 2, 2025, was paused for a period of 90 days with respect to all countries other than China. As of May 5, 2025, tariffs on most Chinese-made products entering the U.S. were 145% and may continue to increase, or decrease, over the near term. Some of our products are currently assembled by suppliers in China, although our flagship ADAM and Scorpion robot systems are assembled at our Las Vegas headquarters. Any continuation or increase of tariffs on products imported from China could materially and adversely affect our business, financial condition, and results of operations.

Previous report

The progress and continuation of trade negotiations between the U.S. and China continues to be uncertain and a further escalation of the trade war remains a possibility. These tariffs have, and will continue to have, an adverse effect on our results of operations and profit margins. We can provide no assurance regarding the magnitude, scope or duration of the imposed tariffs or the magnitude, scope or duration from any relief in increases to such tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., China or other countries, nor that any strategies we may implement to mitigate the impact of such tariffs or other trade actions will be successful.

Previous report

In January 2025, the Company received warrant exercise notices from three investors, collectively exercising an aggregate of 3,814,611 warrants, resulting in the issuance of 3,814,611 shares of Class B common stock and proceeds to the Company of $5,149,724.85, net of financial advisory fees.

Previous report

On February 10, 2025, the Company entered into a warrant exercise inducement offer letter, which led to the exercise of warrants for 2,699,797 shares of Class B common stock, generating gross proceeds of approximately $3,644,726 before deducting financial advisory fees. In consideration for this exercise, the Company issued 2,699,797 new warrants with an exercise price of $4.00 per share.

Previous report

During the three months ended March 31, 2025, the Company issued an aggregate of 730,822 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 430,822 shares of Class B common stock were issued as compensation for consulting services, resulting in an increase of $1,174 thousand to Additional Paid-in Capital in accordance with ASC 718; (ii) 300,000 shares of Class B common stock were transferred to the Company’s Employee Stock Ownership Plan (ESOP) trust for future allocation to eligible employees. These shares are currently unallocated within the ESOP trust. The transfer resulted in an increase of $513,000 to Additional Paid-in Capital in accordance with ASC 718.