RICHTECH ROBOTICS INC.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
NOTE 1: Nature of Business
Description of Business
Richtech Robotics Inc. (“we”, “us”, “our” or “Richtech”), is a C-Corporation registered in Nevada. Richtech was originally established as Richtech Creative Displays, LLC in Nevada on July 19, 2016, and converted to a Nevada corporation on June 22, 2022. We completed our initial public offering on November 21, 2023, and shares of our Class B common stock began trading on the Nasdaq Capital Market on November 17, 2023 under the symbol “RR.”
We are a robotics and artificial intelligence (“AI”) technology company focused on developing advanced embodied AI systems that aim to improve the efficiency and productivity of U.S. businesses. Richtech trains proprietary artificial intelligence models on in-house data to operate advanced robotic systems in the real world. We design, engineer, manufacture, and deploy next generation embodied AI systems to serve a wide range of industries—including food service, retail, industrial manufacturing, automotive, healthcare, and hospitality. Our robots are designed to be user friendly, reliable, and highly customizable, with the goal of driving tangible profit and loss (“P&L”) improvements for our customers.
Risk and Uncertainties
Our business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy and geopolitical instability, such as the military conflicts in Ukraine, the Middle East and Venezuela. A host of factors beyond our control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on our financial condition and the results of our operations. In addition, we compete with many companies that currently have extensive and well-funded projects, marketing and sales operations. We may be unable to compete successfully against these companies. Our industry is characterized by rapid changes in technology and market demands. As a result, our products, services, or expertise may become obsolete or unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer and market demands, and enhance our current technology under development.
Emerging Growth Company Status
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering on November 21, 2023, (B) in which our total annual gross revenue is at least $1.235 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of our most recently completed second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
NOTE 2: Summary of Significant Accounting Policies
Basis of Presentation
These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Segment Reporting
Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business asone operating segment.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.
Investments
Investments may be comprised of a combination of marketable securities, including U.S. government securities, corporate debt securities, commercial paper, time deposits, and certain certificates of deposit, which are all designated as available-for-sale and reported at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income which is included within stockholders’ equity.
Available-for-sale marketable securities with maturities greater than three months at the date of purchase are included in short-term investments in our consolidated balance sheets. Interest, dividends, amortization and accretion of purchase premiums and discounts on these investments are included within interest income in our consolidated statements of operations.
The cost of available-for-sale investments sold is based on the specific identification method. Realized gains and losses on the sale of available-for-sale investments are recorded in other income (expense), net.
We regularly review all of our investments for declines in fair value. The review includes but is not limited to (i) the consideration of the cause of the decline, (ii) any currently recorded expected credit losses and (iii) the creditworthiness of the respective security issuers. The amortized cost basis of our investments approximates its fair value.
Accounts Receivable
Our accounts receivable primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables are presented net of any rebates, price protection adjustments, and an allowance for credit losses. In addition to trade receivables, our accounts receivable also include unbilled receivables. These primarily relate to work completed on development services for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and collected within twelve months.
We actively manage our exposure to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals. We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.
To account for potential losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments. As of December 31, 2025, the allowance for credit losses was $99, compared to $103 as of December 31, 2024. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential risks for uncollectible accounts.
Inventories
We value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. We fully reserve for inventories and non-cancellable purchase orders for inventory deemed obsolete. We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional inventory carrying value adjustments may be required.
Intangible Assets
Our intangible assets consist of multiple systems purchased for our robotic product. These assets are amortized using the straight-line method over their estimated useful life of 10 years.
We assess our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In addition, a formal review is performed at each fiscal year-end. If such indicators are present, we perform a recoverability test by comparing the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or the asset group to which it belongs. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset’s fair value. Fair value is typically determined based on discounted cash flow models or, when available, observable market data.
Rights and Privileges of Common Stock
Pursuant to our second amended and restated articles of incorporation, as amended, our authorized capital stock consists of an aggregate of 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock and 1,000,000,000 shares of Class B common stock, and 10,000,000 shares of “blank check” preferred stock. The following description summarizes the material terms of our securities registered under Section 12 of the Exchange Act and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our second amended and restated articles of incorporation and our amended and restated bylaws.
Except as otherwise required by Nevada Revised Statutes (“NRS”), each holder of Class A common stock is entitled toten (10) votes in respect of each share of Class A common stock held by him, her, or it of record on our books, and each holder of Class B common stock is entitled toone (1) vote in respect of each share of Class B common stock held by him, her, or it of record on our books, in connection with the election of directors and on all matters submitted to a vote of our stockholders. Each share of Class A common stock is convertible intoone share of Class B common stock at any time at the option of the holder, but Class B common stock shall not be convertible into Class A common stock under any circumstances. Holders of our common stock do not have preemptive, subscription, or redemption rights.
Revenue Recognition
Revenue is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
For arrangements that bundle robotic products, maintenance, and technical support services, we exercise significant judgment in determining whether these items are distinct. Robotic products are typically considered distinct performance obligations as customers can benefit from the product on its own. Maintenance and technical support services, which may include scheduled inspections, repairs, remote troubleshooting, and spare parts provisions, are generally considered distinct performance obligations when they are separately priced, optional, and can be performed by another vendor. However, when these services are embedded as a mandatory component of a bundled contract (e.g., a RaaS arrangement) and are integral to the promised continuous operational capability, they are not considered distinct and are combined with the overall service promise as a single performance obligation. We allocate the transaction price to each distinct performance obligation based on its relative standalone selling price, which is determined based on observable standalone sales or, if not available, estimated using expected cost-plus-margin approaches.
We recognize revenue when control of a promised good or service transfers to a customer. Control can transfer at a point in time or over time. Revenue from the sale of robotic products is recognized at a point in time, typically upon shipment or delivery when legal title and the significant risks and rewards of ownership have transferred to the customer. This is assessed based on the terms of sale (e.g., Free On Board shipping point or Free On Board destination) and when the customer obtains physical possession, bears the risk of loss, and has an unconditional obligation to pay. Revenue from Robotics-as-a-Service (“RaaS”) arrangements is recognized over time, as the customer simultaneously receives and consumes the benefits of our continuous provision of robotic functionality, maintenance, and technical support services. We use the straight-line method of recognition over the contract term as the most faithful depiction of the transfer of services, unless evidence suggests another method better reflects the pattern of performance. The assessment of whether control transfers over time is based on the criteria in ASC 606, including whether (a) the customer simultaneously receives and consumes benefits as we perform, or (b) our performance does not create an asset with an alternative use to us and we have an enforceable right to payment for performance completed to date.
The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer. Our contracts contain fixed consideration. We do not offer variable consideration elements such as usage-based fees, price concessions, rebates, penalties, or performance bonuses. Therefore, the transaction price for all contracts equals the fixed, non-refundable amount stated in the contract.
At contract inception, we assess the customer’s ability and intent to pay the promised consideration. A contract is only accounted for under ASC 606 if it is probable we will collect substantially all of the consideration to which it is entitled. This collectability assessment involves evaluating the customer’s creditworthiness using both quantitative and qualitative factors. For new customers, this includes reviewing credit ratings (if available), financial statements, and payment history with other parties. For existing customers, we review historical payment patterns, current financial health, and the impact of prevailing economic conditions. If, after contract inception, a significant deterioration in a customer’s creditworthiness indicates that collectability of substantially all of the remaining consideration is no longer probable, we cease to recognize additional revenue and assess the need for a credit loss provision on any recognized contract assets or receivables.
Product Revenue
We generate revenue through the sale of our branded robotic products directly to customers. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers. There is a single performance obligation in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.
Revenue from Robots-as-a-Service (RaaS)
As part of our evolving business model, we generate revenue through our Robots-as-a-Service (RaaS) offerings, which provide customers with ongoing access to our robotic solutions under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the customer benefits from the use of the robotic solutions.
The transaction price is typically fixed and allocated evenly across the contract term. Revenue recognition begins once the robots are installed and operational at the customer’s site. We account for RaaS arrangements under ASC 606, Revenue from Contracts with Customers. These contracts provide customers with continuous usage of our robotic products, maintenance, and technical support services, in exchange for a fixed fee. We have determined that these are service contracts, as the customer is contracting for an integrated service output and we retain substantial ownership risks and control over the deployed robotic assets, including responsibility for maintenance, upgrades, and ensuring uptime. The customer does not have the right to direct the use of, nor obtain substantially all the economic benefits from, a specifically identified asset. Revenue from these fixed-fee contracts is recognized on a straight-line basis over the contractual service period as the customer simultaneously receives and consumes the benefits.
Remaining Performance Obligations
Remaining performance obligations represent the aggregate amount of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations as of the balance sheet date. This amount relates primarily to the fixed consideration in non-cancelable RaaS contracts for which revenue is recognized over time.
As of December 31, 2025, the total amount of the transaction price allocated to remaining performance obligations was $1,722. Of this amount, $870 is expected to be recognized as revenue within the next 12 months, $575 is expected to be recognized between 13 and 24 months, and the remaining $277 is expected to be recognized beyond 24 months.
Contract assets and contract liabilities
We maintain contract-related balance sheet accounts under ASC 606,Revenue from Contracts with Customers, which primarily arise from RaaS arrangements.
Contract Assets (Unbilled Receivables) represent revenue recognized for performance obligations satisfied but not yet billed as of the balance sheet date. These assets are generated when revenue is recognized over time under RaaS contracts, while invoicing occurs on a periodic or milestone basis. Contract assets are reclassified to accounts receivable when the right to payment becomes unconditional.
Contract Liabilities (Deferred Revenue) consist of payments received from customers in advance of performance. These liabilities relate primarily to advance payments for RaaS subscriptions and are recognized as revenue as the related services are provided over the contract term. As of December 31, 2025, the balance of contract liabilities was $358.
Other Revenue Policies
Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers.
We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. These costs are included in selling expenses.
We account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. We record the related costs within cost of goods sold.
Research and Development Costs
Research and development costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation, and other allocated expenses. Research and development costs are expensed as incurred.
Income Taxes
We account for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some portion or all of a deferred tax asset will not be realized.
Tax positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.
We recognize interest and penalties on income taxes as a component of income tax expense.
Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02,Leases (“Topic 842”). The guidance in this ASU supersedes the leasing guidance in Topic 840,Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted the new standard on January 1, 2022. For our years ended September 30, 2024 and 2025, we had operating leases for which we were required to recognize a right-of-use asset and lease liability.
In December 2019, the FASB issued ASU 2019-12,Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, we would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard was effective for us beginning January 1, 2022, with early adoption of the amendments permitted. The adoption of ASU 2019-12 did not have a material impact on our financial statements and disclosures.
In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. We have determined the adoption of ASU 2021-04 did not have a material impact on our financial statements and disclosures.
Note 3: Fair Value of Financial Instruments
ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows:
| December 31, 2025 · September 30, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value · Level I · Level II · Level III · Fair Value · Level I · Level II · Level III | ||||||||||||
| U.S. government securities | $17,000 | $ | - | $17,000 | $ | - | $17,000 | $ | - | $17,000 | $ | - |
| Certificates of deposit | 39,683 | - | 39,683 | - | 41,308 | - | 41,308 | - | ||||
| Money market funds | 5,572 | 5,572 | - | - | 5,518 | 5,518 | - | - | ||||
| Total | $62,255 | $5,572 | $56,683 | $ | - | $63,826 | $5,518 | $58,308 | $ | - | ||
Our U.S. government securities and certificates of deposit are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments.
Our cash, cash equivalents and investments classified by security type as of December 31, 2025 and September 30, 2025 consisted of the following:
| Adjusted Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value · Cash and Cash Equivalents · Short-Term Investments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash | $266,239 | $ | - | $ | - | $266,239 | $266,239 | $ | - |
| U.S. government securities | 16,644 | 356 | - | 17,000 | - | 17,000 | |||
| Certificates of deposit and time deposits | 39,683 | - | - | 39,683 | - | 39,683 | |||
| Money market funds | 5,572 | - | - | 5,572 | 5,572 | - | |||
| Total cash, cash equivalents and short-term investments | $328,138 | $356 | $ | - | $328,494 | $271,811 | $56,683 | ||
Note 3: Fair Value of Financial Instruments(cont.)
| Adjusted Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value · Cash and Cash Equivalents · Short-Term Investments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash | $188,111 | $ | - | $ | - | $188,111 | $188,111 | $ | - |
| U.S. government securities | 16,607 | 393 | - | 17,000 | - | 17,000 | |||
| Certificates of deposit and time deposits | 41,308 | - | - | 41,308 | - | 41,308 | |||
| Money market funds | 5,518 | - | - | 5,518 | 5,518 | - | |||
| Total cash, cash equivalents and short-term investments | $251,544 | $393 | $ | - | $251,937 | $193,629 | $58,308 | ||
As of December 31, 2025, all of our short-term investments had contractual maturity dates within one year.
Disclosure of Fair Values
Our financial instruments that are not re-measured at fair value include accounts receivable, notes receivable, other receivables, accounts payable, accrued expenses, short-term loan and long-term payables. The carrying values of these financial instruments materially approximate their fair values.
NOTE 4: Accounts Receivable
Accounts receivable as of December 31, 2025 and September 30, 2025 are as follows:
| December 31, 2025 | September 30, 2025 | |
|---|---|---|
| Accounts receivable, gross | $1,989 | $1,919 |
| Allowance for doubtful accounts | (99) | (139) |
| Accounts receivable, net | $1,890 | $1,780 |
As of December 31, 2025, the allowance for doubtful accounts was $99, compared to $103 as of December 31, 2024. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible accounts.
NOTE 5: Inventories
Inventory as of December 31, 2025 and September 30, 2025 are as follows:
| December 31, 2025 | September 30, 2025 | |
|---|---|---|
| Raw materials | $1,109 | $811 |
| Finished goods | 769 | 569 |
| Total inventories | $1,878 | $1,380 |
Finished goods inventory includes products-in-transit to fulfill customer orders and robotic products available for sale. We write-down inventory for any excess or obsolete inventory or when we believe that the net realizable value of inventory is less than the carrying value. During the three months ended December 31, 2025 and 2024, we recorded inventory write-downs ofnil for both periods.
Note 6: Property, and Equipment
Property and equipment, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of equipment aretwo tosix years, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.
Property and equipment, as of December 31, 2025 and September 30, 2025 are as follows:
| December 31, | September 30, | |
|---|---|---|
| 2025 | 2025 | |
| Furniture, fixtures & equipment | $1,455 | $1,435 |
| Equipment held for lease | 332 | 281 |
| Leasehold improvements | 4 | 4 |
| Building | 3,842 | 3,842 |
| Land | 240 | 240 |
| 5,873 | 5,802 | |
| Accumulated depreciation | (332) | (223) |
| Property and equipment, net | $5,541 | $5,579 |
Depreciation expense for the three months ended December 31, 2025 and 2024 were $109 and $9, respectively.
NOTE 7: Intangible Asset
Intangible Asset, as of December 31, 2025 and September 30, 2025 are as follows:
| December 31, | September 30, | |
|---|---|---|
| 2025 | 2025 | |
| Intangible Asset | $11,938 | $11,978 |
| Accumulated Amortization | (2,461) | (2,217) |
| Intangible Asset, net | $9,477 | $9,761 |
Amortization expense was $244 and $499 for the three months ended December 31, 2025 and 2024, respectively.
Estimated amortization expense related to existing finite-lived intangible assets for each of the next five years is as follows: 2026 – $2,189; 2027 - $2,189; 2028 - $2,189; 2029 - $2,189; 2030 - $1,401.
For the three months ended December 31, 2025, we concluded that no impairment indicators were identified, and no impairment loss was recognized.
Note 8: Stockholders’ Equity
We had 100,000,000 shares of class A common stock authorized as of December 31, 2025 and September 30, 2025,39,934,846 shares of class A common stock issued and outstanding as of December 31, 2025 and September 30, 2025. We had 1,000,000,000 and 200,000,000 shares of class B common stock authorized as of December 31, 2025 and September 30, 2025, respectively, and 174,299,223 shares and 154,656,592 shares of class B common stock issued and outstanding as of December 31, 2025 and September 30, 2025, respectively. During the three months ended December 31, 2025, we issued an aggregate of 19,642,631 shares of Class B common stock andno shares of Class A common stock, including an aggregate of 15,156,685 shares of Class B common stock through our at-the-market (“ATM”) offering program and 4,485,946 shares of Class B common stock pursuant to the exercise of investor warrants.
NOTE 9: Earnings/Loss per Share
Because we reported a net loss for all periods presented, no potentially dilutive securities have been included in the computation of diluted net loss per share.
| 2025 | 2024 | |
|---|---|---|
| Numerators: | ||
| Net loss attributable to common stockholders | $(8,402) | $(3,548) |
| Denominator: | ||
| Weighted Average ordinary shares used in computing | 197,731,671 | 95,785,054 |
| Basic and diluted net loss per share (in each dollar) | $(0.04) | $(0.04) |
NOTE 10: Income Taxes
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical losses and projections for future taxable losses over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will not realize the benefits of these deductible differences. Accordingly, we have have maintained a full valuation allowance against its net deferred tax assets as of December 31, 2025. As a result of the full valuation allowance, there wasno income tax benefit or expense recognized in the consolidated statements of operations, andno net deferred tax asset or liability recorded on the consolidated balance sheets for the three months ended December 31, 2025.
Note 11: Commitments and Contingencies
Lease
We lease office facilities and retail space under noncancelable operating lease agreements. Following the purchase of the new corporate headquarters in April 2025, the existing facilities at 4175 Cameron St, Las Vegas, Nevada, continue to be leased and are now utilized for dedicated Research and Development (“R&D”) laboratory space and overflow administrative support. We closed our second office space in Austin, Texas, in April 2024. The total operating lease liabilities primarily relate to the Cameron Street R&D facility and the Clouffee & Tea retail space (Town Square Las Vegas).
The components of leases and lease costs are as follows (in thousands):
| Operating leases | As of December 31, 2025 | As of September 30, 2025 |
|---|---|---|
| Operating lease right-of use assets | $607 | $731 |
| Operating lease liabilities, current portion | $281 | $301 |
| Operating lease liabilities, non-current portion | 326 | 429 |
| Total operating lease liabilities | $607 | $730 |
Future minimum lease payments under these leases as of December 31, 2025, are approximately as follows:
| Fiscal Year | Amount |
|---|---|
| 2026 | 210 |
| 2027 | 231 |
| 2028 | 54 |
| 2029 | 56 |
| 2030 | 14 |
| Total future minimum lease payments | $565 |
Note 12: Subsequent Events
On January 27, 2026, we entered into a securities purchase agreement (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 a private placement (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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.