RICHTECH ROBOTICS INC.

S-11 ea0277049-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 17, 2026.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

2975 Lincoln Rd

Las Vegas, NV 89115

(866) 236-3835

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Zhenwu (Wayne) Huang

C/O RICHTECH ROBOTICS INC.

2975 Lincoln Rd,

Las Vegas, NV 89115

(866) 236-3835

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard I. Anslow, Esq. Lijia Sanchez, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

8,500,000 Shares

Class B Common Stock

This prospectus relates to the resale from time to time of up to 8,500,000 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the “Class B common stock”), of Richtech Robotics Inc., a Nevada corporation (the “Company”), by an institutional investor (the “Investor” or the “Selling Stockholder”), pursuant to a share purchase agreement (the “2026 Purchase Agreement”), which the Company entered into with the Investor, on January 27, 2026. Pursuant to the 2026 Purchase Agreement, the Investor agreed to purchase 8,500,000 shares (the “Shares”) of the 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 the Company. The transaction closed on January 29, 2026. We are registering the Shares on behalf of the Selling Stockholder, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Shares by the Selling Stockholder in the offering described in this prospectus. The Selling Stockholder, or its transferees, pledgees, donees or other successors in interest, may sell the Shares from time to time in the principal market on which our Class B common stock is traded at the prevailing market prices, at prices related to prevailing market prices or in privately negotiated transactions. The Selling Stockholder may sell any, all or none of the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder, the purchasers of the Shares, or both. We are registering the Shares pursuant to certain registration rights granted to the Selling Stockholder. The timing and amount of any sale of Shares is within the sole discretion of the Selling Stockholder. We do not know when or in what amount of the Shares the Selling Stockholder may sell its Shares following the effective date of the registration statement of which this prospectus forms a part.

For more information about how the Selling Stockholder may sell its Shares, please see the section entitled “Plan of Distribution” on page 21.

We will pay the expenses of registering the Shares, including legal and accounting fees. All selling and other expenses incurred by a selling stockholder will be borne by the Selling Stockholder. We have agreed to bear all expenses incurred in connection with the registration of the Shares. The Selling Stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.

Our Class B common stock is currently traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RR.” On February 17, 2026, the last reported sale price for our Class B common stock was $2.76 per share.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Investing in our Class B common stock involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussion of information that should be considered in connection with an investment in our Class B common stock. See “Prospectus Summary — Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.