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RICHTECH ROBOTICS INC.

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 12, 2026

RR$0.89+6.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001213900-25-074423

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-12.

0001213900-26-015097

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 82 previous paragraphs and 84 current paragraphs.

17 unchanged; 7 reworded; 58 added; 58 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (58)

Current report

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.

Current report

On January 27, 2026, we entered into the Purchase Agreement with an institutional investor. Pursuant to the Purchase Agreement, we agreed to issue and sell to the investor, and the investor agreed to purchase from us, in the Private Placement, 8,500,000 shares of our Class B common stock, at a purchase price of $4.55 per share, for aggregate gross proceeds of $38,675,000, prior to deducting placement agent’s fees and other offering expenses payable by us. The Private Placement closed on January 29, 2026. The net proceeds from the Private Placement were approximately $36.2 million, after deducting placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds for working capital, general corporate purposes, including the further development of our product capabilities, and the procurement of inventory, specifically for robotic hardware.

Current report

Factors and Trends Affecting Our Business and Results of Operations

Current report

The following trends and uncertainties either affected our financial performance historically or are likely to impact our results of operations in the future:

Current report

Adjusted net loss attributable to common stockholders and adjusted basic and diluted net loss per share are non-GAAP financial measures. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with GAAP to non-GAAP financial results.

Current report

Revenue, net, for the three months ended December 31, 2025 was $1.14 million, a decrease of $110 thousand, or approximately 8.8%, compared to $1.25 million for the three months ended December 31, 2024.

Current report

This decrease was primarily due to a reduction in one-time product sales and other revenue, partially offset by significant growth in our recurring revenue streams, including leasing, services, and RaaS.

Current report

Historically, we generated revenue primarily through Product Revenue (outright hardware sales), resulting in immediate revenue and immediate Cost of Revenue recognition.

Current report

During fiscal 2025, we fundamentally shifted our approach to emphasize long-term relationships and recurring revenue through leasing and service arrangements.

Current report

This strategic change significantly impacts the financial statements:

Current report

The decrease in Product Sale revenue for the three months ended December 31, 2025, compared to the same period in 2024, was directly attributable to our strategic focus on reducing one-time hardware transactions in favor of recurring contracts. This activity aligns with our long-term revenue strategy.

Current report

Our long-term focus remains on expanding recurring revenue through service, rental, and leasing arrangements. The increases in Leasing, Service, and RaaS revenue during the three months ended December 31, 2025, were driven by the successful deployment of robots under these recurring models. Underlying adoption of these recurring arrangements continues to increase, validating our transition away from capital-intensive direct sales.

Current report

Clouffee and Tea is our first self-owned restaurant brand, designed to showcase our RaaS model directly to consumers. The concept seamlessly blends innovative robotic technology with a vibrant coffee and tea culture to create an engaging customer experience. We are currently in the process of opening a new store in the San Francisco Financial District, which is scheduled to officially open in the second quarter of fiscal 2026.

Current report

Cost of revenue, net, increased by $424 thousand, or approximately 344.7%, from $123 thousand for the three months ended December 31, 2024 to $547 thousand for the three months ended December 31, 2025. This increase was primarily driven by the expansion of our service and support infrastructure to support the growing RaaS fleet, as well as increased depreciation expenses associated with deployed assets.

Current report

Depreciation of Rental Assets: For the three months ended December 31, 2025, depreciation expense attributable to our RaaS fleet was approximately $47 thousand. We expect this non-cash expense to increase in future periods as our installed base of leased robots expands, creating a predictable cost structure that scales with recurring revenue. We continue to focus on optimizing our manufacturing and supply chain processes to maintain a competitive cost structure.

Current report

Gross profit decreased by $534 thousand, or approximately 47.1%, to $600 thousand for the three months ended December 31, 2025, from $1,134 thousand for the three months ended December 31, 2024. Gross margin was 52.3% for the three months ended December 31, 2025, compared to 90.2% for the three months ended December 31, 2024.

Current report

The variance in gross margin is primarily attributable to the structural difference in our operating model between the two fiscal periods:

Current report

We expect gross margins to remain below the exceptional levels seen in the first quarter of fiscal 2025 as we continue to scale our RaaS operations. However, we anticipate margin stabilization and improvement over the long term as our recurring revenue base grows to absorb these expanded infrastructure costs.

Current report

R&D expenses decreased by $36 thousand, or approximately 7.4%, to $448 thousand for the three months ended December 31, 2025, from $484 thousand for the three months ended December 31, 2024. This slight decrease reflects our continued focus on optimizing development resources as we transition from initial hardware prototyping to refining our RaaS software platform and integration capabilities.

Current report

Sales and marketing (S&M) expenses decreased $57 thousand, or approximately 23.3%, to $188 thousand for the three months ended December 31, 2025, from $245 thousand for the three months ended December 31, 2024. This decrease was primarily due to a strategic realignment of our marketing efforts toward targeted B2B outreach for our RaaS program, rather than broad-based brand awareness campaigns.

Current report

General and administrative (G&A) expenses increased substantially by $7.5 million, or approximately 173.60%, to $11.8 million for the three months ended December 31, 2025, from $4.3 million for the three months ended December 31, 2024.

Current report

Investment income increased significantly by $3,068 thousand to $3,401 thousand for the three months ended December 31, 2025, from $333 thousand for the three months ended December 31, 2024. This increase was primarily driven by higher returns on our cash equivalents and short-term investment holdings, reflecting the effective management of our capital resources following recent financing activities.

Current report

Interest expense, net, decreased from $4 thousand for the three months ended December 31, 2024 to $2 thousand for the three months ended December 31, 2025, primarily due to the repayment of outstanding interest-bearing debt during the fiscal year.

Current report

Adjusted net loss attributable to common stockholders and adjusted basic and diluted net loss per share are non-GAAP financial measures which exclude share-based compensation for employees from general and administrative expense. Share-based compensation is considered non-cash expenses. We believe these non-GAAP measures aid investors by providing additional insight into our financial performance and help clarify trends affecting our business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. These non-GAAP financial measures presented should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Current report

The following table reconciles our financial results reported in accordance with GAAP to non-GAAP financial results:

Current report

During the three months ended December 31, 2025, we issued an aggregate of 15,156,685 shares of Class B common stock through our ATM offering program for aggregate proceeds of $69.1 million, and 4,485,946 shares of Class B common stock pursuant to the exercise of investor warrants for aggregate proceeds of $9.2 million.

Current report

Net cash used in operating activities for the three months ended December 31, 2025 was $1,605 thousand, primarily driven by a net loss of $8,402 thousand, significantly offset by non-cash charges of $8,637 thousand and a net change in operating assets and liabilities of $1,840 thousand. Non-cash charges primarily included $8,284 thousand stock based compensation, and $353 thousand of depreciation and amortization expense. The cash flow impact from changes in net operating assets and liabilities was mainly driven by a decrease in accrued expenses and other payable of $1,222 thousand, inventory of $498 thousand, and accounts payable of $265 thousand, which was partially offset by decreases in right-of-use assets of $124 thousand and increase in deferred revenue of $110 thousand.

Current report

Net cash provided by investing activities was $1,540 thousand for the three months ended December 31, 2025, primarily driven by $2.1 million on proceeds from maturities and sales of short-term investments, partially offset by $454 thousand on purchase of short-term investment, and $71 thousand on purchase property and equipment.

Showing the first 40 of 58 passages. Open the source sections for the rest.

Removed paragraphs (58)

Previous report

We are a leading provider of service robotic solutions by developing, manufacturing, and deploying novel products that address the growing need for automation in the service industry. We develop, manufacture, and deploy cutting-edge robots that streamline operations, enhance efficiency, and alleviate labor shortages across a diverse range of sectors, including restaurants, hotels, casinos, senior living facilities, automobile dealerships, and retail centers. Our commitment to technological advancement and customer-centric solutions has positioned us as a key player in the rapidly evolving robotics landscape.

Previous report

In July 2025, the Company was approved to join the NVIDIA Connect program. The program offers developer resources, training, and preferred pricing on select NVIDIA technologies, which we expect to use to support product development.

Previous report

As of August 11, 2025, subsequent to the period ended June 30, 2025, the Company issued an additional 11,226,521 shares of Class B common stock under the ATM program, for gross proceeds of approximately $22,565 thousand. After deducting fees of approximately $716 thousand, the Company received net proceeds of approximately $21,849 thousand.

Previous report

On May 15, 2025, we completed the purchase of an approximately 20,000 sq. ft. property at 2975 Lincoln Road, Las Vegas, NV, for $4.1 million, funded with cash on hand, and relocated our headquarters to the site. The facility is intended to further integrate domestic sourcing and expand assembly and manufacturing operations.

Previous report

On June 27, 2025, we were added to the FTSE Russell 2000® and Russell 3000® Indexes as part of the 2025 Russell U.S. Indexes reconstitution; we were also added to the appropriate growth and value style indexes.

Previous report

We continued to expand our RaaS model in the third quarter of fiscal year 2025. We executed a Master Services Agreement (“MSA”) in April 2025 with a U.S. car retailer/dealership group, pursuant to which we have commenced implementation and completed installations of our Titan robots at five dealership locations during the quarter. Additional locations are in the installation queue under this MSA and deployments are expected to increase in the fourth quarter. In parallel, we broadened our RaaS footprint beyond automotive services into factory manufacturing, initiating customer engagements to address in-plant transport of materials and components as part of our intralogistics solutions.

Previous report

We continued to expand our RaaS model in the third quarter of fiscal year 2025. We executed a master services agreement (“MSA”) in April 2025 with a U.S. car retailer/dealership group, pursuant to which we have commenced implementation and completed installations of our Titan robots at five dealership locations during the quarter. Additional locations are in the installation queue under this MSA and deployments are expected to increase in the fourth quarter. In parallel, we broadened our RaaS footprint beyond automotive services into factory manufacturing, initiating customer engagements to address in-plant transport of materials and components as part of our intralogistics solutions.

Previous report

During the third quarter of fiscal year 2025, we prioritized global commercial expansion and enterprise channels. In May, we exhibited at the National Restaurant Association (NRA) Show in Chicago, expanding our pipeline of key customer prospects and industry partnerships. On June 24, 2025, our majority-owned subsidiary Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. entered into a Product Sales and Technical Services Agreement with Beijing Kaiwu Tongchuang Technology Development Co., Ltd. for approximately $4.2 million of products, services, software and licensing; implementation of orders under this agreement began in the fourth quarter of fiscal 2025. In addition, on June 27, 2025, we signed a Strategic Cooperation Agreement with Beijing City of Design Development Co., Ltd., via Boyu, focused on joint R&D, selective vertical commercialization, and industry incubation to support market development in China.

Previous report

For the nine months ended June 30, 2025, net revenue decreased by $114 thousand, or approximately 3.1%, to $3,601 thousand, compared to $3,715 thousand for the same period in 2024.

Previous report

For the three months ended June 30, 2025, net revenue decreased by $266 thousand, or approximately 18.4%, to $1,177 thousand, compared to $1,443 thousand for the same period in 2024.

Previous report

This year-over-year change primarily reflects our strategic shift to an RaaS model, in line with our long-term growth plan. Under this approach, we focus on building recurring revenue through multi-year service agreements rather than one-time product sales. While this transition reduces upfront product revenue in the short term due to the timing of revenue recognition, it steadily increases our base of contracted recurring revenue. We expect that, as our installed base continues to expand, we will approach a scale where recurring revenue can cover a substantial portion of our operating cost base, providing a more stable foundation for long-term growth.

Previous report

In addition to continuing deployments with single-location clients, we have strengthened our presence in the large enterprise segment. We are signing and advancing MSAs with more large dealership groups and other major customers. While these larger clients typically begin with a limited number of priority installations and then take one to two quarters to evaluate returns on investment before committing to broader rollouts, feedback to date has been positive. We understand that the pace of deployment with large customers is generally slower than with smaller clients, but as more of them enter trial and pilot phases, we believe this will create stronger foundations and greater opportunities for future growth.

Previous report

For the nine months ended June 30, 2025, product revenue increased by $315 thousand, or approximately 25.2%, from $1,252 thousand in 2024 to $1,567 thousand in 2025.

Previous report

For the three months ended June 30, 2025, product revenue decreased significantly by $429 thousand, or approximately 73.7%, from $582 thousand in 2024 to $153 thousand in 2025.

Previous report

For the nine months ended June 30, 2025, service/rental revenue decreased by $359 thousand, or approximately 23.8%, from $1,510 thousand in 2024 to $1,151 thousand in 2025.

Previous report

For the three months ended June 30, 2025, service/rental revenue increased by $107 thousand, or approximately 17.5%, from $611 thousand in 2024 to $718 thousand in 2025.

Previous report

Net cost of revenue decreased for both the nine and three months ended June 30, 2025.

Previous report

For the nine months ended June 30, 2025, the net cost of revenue was $877 thousand, a decrease of $534 thousand, or approximately 37.7%, compared to $1,411 thousand for the nine months ended June 30, 2024. This substantial decrease in the cost of revenue is primarily attributed to our strategic shift towards increased leasing arrangements. Under this model, the cost of the robot is capitalized as property and equipment on our balance sheet and recognized as depreciation expense within cost of revenue over the asset's useful life, rather than being recognized entirely as cost of goods sold at the time of an outright sale.

Previous report

For the three months ended June 30, 2025, the net cost of revenue was $300 thousand, a decrease of $129 thousand, or approximately 30.1%, compared to $429 thousand for the three months ended June 30, 2024. This decrease is generally in line with the decline in net revenue, reflecting lower sales volume associated with our strategic shift towards increased leasing arrangements.

Previous report

For the nine months ended June 30, 2025, leasing revenue decreased by $224 thousand, or approximately 37.1%, from $604 thousand in 2024 to $380 thousand in 2025. This decrease is primarily due to a reclassification of event rental income, which was included in leasing income in 2024 but has been reclassified to service/rental revenue starting in 2025 to provide a more accurate representation of our revenue streams. This reclassification impacts the comparability of the periods.

Previous report

For the three months ended June 30, 2025, leasing revenue increased by $20 thousand, or approximately 17.4%, from $115 thousand in 2024 to $135 thousand in 2025.

Previous report

Gross profit experienced mixed trends for the nine and three months ended June 30, 2025.

Previous report

For the nine months ended June 30, 2025, gross profit was $2,724 thousand, an increase of $420 thousand, or approximately 18.2%, compared to $2,304 thousand for the nine months ended June 30, 2024.

Previous report

For the three months ended June 30, 2025, gross profit was $877 thousand, a decrease of $137 thousand, or approximately 13.5%, compared to $1,014 thousand for the three months ended June 30, 2024.

Previous report

The increase in gross profit for the nine-month period is primarily due to the decrease in cost of revenue, net, as discussed in the preceding section, coupled with the shift in our business model to the RaaS offerings. However, the decrease in gross profit for the three-month period was influenced by the higher proportional decline in revenue compared to the reduction in cost of revenue for that specific quarter.

Previous report

R&D expenses experienced mixed trends for the nine and three months ended June 30, 2025

Previous report

For the nine months ended June 30, 2025, R&D expenses decreased by $296 thousand, or approximately 18.1%, from $1,633 thousand in 2024 to $1,337 thousand in 2025.

Previous report

For the three months ended June 30, 2025, R&D expenses increased by $147 thousand, or approximately 38.1%, from $386 thousand in 2024 to $533 thousand in 2025.

Previous report

This due to a shift in the timing of intensity for our R&D activities, with a higher concentration in the current quarter but a lower overall spend year-to-date.

Previous report

Sales and marketing expenses showed mixed trends for the nine and three months ended June 30, 2025, largely due to the timing and volume of trade shows and event-based marketing.

Previous report

For the nine months ended June 30, 2025, sales and marketing expenses decreased by $121 thousand, or approximately 11.8%, from $1,024 thousand in 2024 to $903 thousand in 2025.

Previous report

For the three months ended June 30, 2025, sales and marketing expenses increased by $51 thousand, or approximately 21.5%, from $237 thousand in 2024 to $288 thousand in 2025.

Previous report

Overall, sales and marketing spending has shown moderate variation, with quarterly results may fluctuate with seasonality and the timing and mix of industry events and campaigns. 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.

Previous report

General and administrative expenses saw a dramatic increase for the nine and three months ended June 30, 2025.

Previous report

For the nine months ended June 30, 2025, general and administrative (“G&A”) expenses increased by $10,077 thousand, or approximately 268.7%, from $3,750 thousand in 2024 to $13,827 thousand in 2025.

Showing the first 40 of 58 passages. Open the source sections for the rest.

Reworded paragraphs (7)

Previous wording

Key Business Highlights for the Third Quarter of Fiscal Year 2025

Current wording

Key Business Highlights for the First Quarter of Fiscal Year 2026

Previous wording

Comparison of the nine months ended June 30, 2025 and 2024

Current wording

Comparison of the three months ended December 31, 2025 and 2024

Previous wording

The following table summarizes our results of operations (in thousands) for the nine months and the three months ended June 30, 2025 and 2024, together with the dollar change in those items from period to period:

Current wording

The following table summarizes our results of operations (in thousands) for the three months ended December 31, 2025 and 2024, together with the dollar change in those items from period to period:

Previous wording

Net cash provided by financing activities totaled $71,022 thousand for the nine months ended June 30, 2025, the increase was primarily due to $71,053 thousand cash inflow from the issuance of Class B common stock and the exercise of warrants during the period.

Previous wording

Our primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash. As of June 30, 2025, our cash and cash equivalents totaled $32.9 million. This represents about 18.3 million increase from $14.6 million at the end of the prior fiscal year. The substantial increase in our cash position is primarily attributable to the net proceeds of $48.6 million received from issuance of shares of Class B common stock, and the net proceeds of $9.2 million received from the exercise and issuance of warrants. These proceeds significantly strengthened our balance sheet and provided us with financial flexibility to invest in our growth initiatives, including expanding our R&D team, purchase of property and equipment to support our expanding operations. This increase was partially offset by cash used in operating activities, primarily due to our net loss and investments in working capital.

Current wording

Our primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash. As of December 31, 2025, our cash and cash equivalents totaled $271.8 million. This represents a significant increase from $19.8 million at the end of December 31, 2024. The substantial increase in our cash position is primarily attributable to the net proceeds received from issuance of shares of Class B common stock and from the exercise and issuance of warrants. These proceeds significantly strengthened our balance sheet and provided us with financial flexibility to invest in our growth initiatives, including expanding our R&D team, and purchase of property and equipment to support our expanding operations. This increase was partially offset by cash used in operating activities, primarily due to our net loss and investments in working capital.

Previous wording

Net cash used in operating activities for the nine months ended June 30, 2024 was approximately $2,121 thousand, primarily due to a net loss of approximately $5,181 thousand offset by an increase of approximately $3,060 thousand in net operating assets and liabilities. The cash flow impact from changes in net operating assets and liabilities was primarily driven by decreases in accounts receivable of approximately $2,448 thousand, decreases in deferred tax assets of $518 thousand and inventory of approximately $424 thousand, partially offset by the increase in tax payable of $197 thousand and accounts payable of $111 thousand.

Current wording

Net cash used in operating activities for the three months ended December 31, 2024 was $3,599 thousand, primarily due to a net loss of $3,569 thousand and a decrease of $30 thousand in net operating assets and liabilities. The cash flow impact from changes in net operating assets and liabilities was primarily driven by decrease in accounts receivable of $755 thousand and inventory of $248 thousand, partially offset by increase in accounts payable of $380 thousand.

Previous wording

Net cash used for investing activities was $41,532 thousand for the nine months ended June 30, 2025, primarily due to $36,676 thousand on purchase of short-term investments and $4,509 thousand on equipment.

Current wording

Net cash used for investing activities was $380 thousand for the three months ended December 31, 2024, primarily due to $175 thousand on purchase of long-term investments and $127 thousand on short-term investments.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Comparison of the three months ended December 31, 2025 and 2024

Current report — wording carried from elsewhere

The following table summarizes our cash flow information (in thousands) for the three months ended December 31, 2025 and 2024, together with the dollar change in those items from period to period: