RICHTECH ROBOTICS INC.

Current report

On April 1, 2026, we entered into a purchase and sale agreement with PSIF EBS Rainbow LLC to acquire a building of approximately 79,325 square feet located at 9530 S. Rainbow Blvd., Las Vegas, Nevada for a purchase price of $21,180,000, including a $600,000 earnest money deposit. The agreement provides for a 45-day inspection period during which we may terminate the agreement and receive a refund of the earnest money. Closing is expected to occur within 15 days after the inspection period, subject to customary closing conditions. The purchase was closed on May 29, 2026.

Current report

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 intend to fully amortize, write off, or otherwise recognize the remaining carrying value of these assets as research and development expense during the period ending June 30, 2026. We believe this accounting treatment appropriately reflects the successful completion of our transition to an AI-native technology platform and the replacement of legacy software assets with newly developed AI-enabled systems.

Current report

For the six months ended March 31, 2026, net revenue increased by $0.1 million, or approximately 6.1%, to $2.6 million, compared to $2.4 million for the same period in 2025.

Current report

For the three months ended March 31, 2026, net revenue increased by $0.3 million, or approximately 28.6%, to $1.5 million, compared to $1.2 million for the same period in 2025.

Current report

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.

Current report

Product Sales Revenue: Product revenue decreased for both periods, reflecting our strategic shift towards increased RaaS:

Current report

Event Services Revenue: Event Services revenue increased significantly, reflecting increased customer activity:

Current report

RaaS Revenue: RaaS revenue showed a notable increase over the six-month period, demonstrating the growing adoption of our RaaS model:

Current report

Cost of Revenue, net

Current report

Cost of revenue, net, increased for both the six and three months ended March 31, 2026:

Current report

For the six months ended March 31, 2026, cost of revenue, net, increased by $0.6 million, or approximately 50.8%, to $1.9 million, compared to $1.2 million for the same period in 2025.

Current report

For the three months ended March 31, 2026, cost of revenue, net, increased by less than $0.1 million, or approximately 4.2%, to $0.8 million, compared to $0.8 million for the same period in 2025.

Current report

This overall variance is driven by shifting dynamics across our core revenue channels:

Current report

Gross profit experienced mixed trends for the six and three months ended March 31, 2026:

Current report

For the six months ended March 31, 2026, gross profit decreased by $0.5 million, or approximately 41.1%, to $0.7 million, compared to $1.2 million for the same period in 2025. Gross margin decreased to approximately 27.0% for the six months ended March 31, 2026, compared to approximately 48.6% for the same period in 2025.

Current report

For the three months ended March 31, 2026, gross profit increased by $0.3 million, or approximately 82.2%, to $0.7 million, compared to $0.4 million for the same period in 2025. Gross margin improved to approximately 44.3% for the three months ended March 31, 2026, compared to approximately 31.3% for the same period in 2025.

Current report

The decrease in gross profit for the six-month period primarily reflects our strategic investments in scaling operations and expanding our service capabilities, which resulted in higher cost of revenue as we continue to build the infrastructure necessary to support future growth.

Current report

The improvement for the three-month period was primarily driven by higher revenue volumes across our three business lines, including Event Services, RaaS, and Others. Meanwhile, the improvement in gross margin was mainly attributable to the growing revenue contribution from our Others category, which carries a higher margin profile.

Current report

Research and development expenses increased for both the six months and three months ended March 31, 2026:

Current report

For the six months ended March 31, 2026, research and development expenses increased by $1.4 million, or approximately 172.9%, to $2.2 million, compared to $0.8 million for the same period in 2025.

Current report

For the three months ended March 31, 2026, research and development expenses increased by $0.7 million, or approximately 232.2%, to $1.1 million, compared to $0.3 million for the same period in 2025.

Current report

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.

Current report

Sales and marketing expenses showed mixed trends for the six and three months ended March 31, 2026:

Current report

For the three months ended March 31, 2026, sales and marketing expenses decreased by $22 thousand, or approximately 5.9%, to $348 thousand, compared to $370 thousand for the same period in 2025. The slight decrease reflects our ongoing cost discipline and expense management efforts, which largely offset routine inflationary pressures. Recurring stock-based compensation expense remained relatively flat compared to the prior-year period, as the one-time equity incentive award recognized in the first quarter of fiscal 2026 was not present in the current quarter. Overall, sales and marketing expenses for the three-month period were broadly in line with the prior-year comparable period, reflecting our continued focus on optimizing go-to-market spend while maintaining investment in strategic growth initiatives.

Current report

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.

Current report

General and administrative expenses increased for the six months ended March 31, 2026, but decreased for the three months ended March 31, 2026.

Current report

For the six months ended March 31, 2026, general and administrative expenses increased by $3.7 million, or approximately 42.5%, to $12.5 million, compared to $8.8 million for the same period in 2025. The increase was primarily attributable to 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. This award was designed to recognize performance achievements and support key talent retention. General and administrative expenses for the six months ended March 31, 2026 also included an approximately $0.9 million provision for expected credit losses, primarily associated with a limited number of past-due customer receivables. As both stock-based compensation and provision for expected credit losses are non-cash items, these increases did not impact our operating cash flows for the six-month period. Excluding these impacts, the remaining increase in G&A for the six-month period was largely in line with our normal operating cost structure, reflecting disciplined spending across other expense categories. This one-time award was recorded entirely in the first quarter and did not recur in the second quarter; accordingly, it affected the year-to-date comparison but not the three-month comparative period discussed below.

Current report

For the three months ended March 31, 2026, general and administrative expenses decreased by $0.5 million, or approximately 9.9%, to $4.3 million, compared to $4.8 million for the same period in 2025. The decrease was primarily attributable to our continued cost discipline and effective expense management across the organization. We achieved meaningful reductions in personnel-related costs as part of our ongoing efficiency initiatives. Recurring stock-based compensation expense remained relatively flat compared to the prior-year period, as the one-time equity incentive award recognized in the first quarter of fiscal 2026 was not present in the current quarter. The decrease in SG&A reflects our commitment to aligning operating expenses with current business priorities while maintaining investment in key growth areas.

Current report

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.

Current report

Investment income increased substantially for both the six and three months ended March 31, 2026.

Current report

For the six months ended March 31, 2026, investment income increased by $6.0 million to $6.7 million, compared to $0.7 million for the same period in 2025.

Current report

For the three months ended March 31, 2026, investment income increased by $2.9 million to $3.3 million, compared to $0.4 million for the same period in 2025.

Current report

These increases are primarily attributable to higher average invested cash balances and higher interest rates on our cash balances.

Current report

Gain (Loss) from Change in Fair Value of Warrant Liabilities

Current report

For the six months ended March 31, 2026, we recognized a gain of $0.4 million from the change in fair value of warrant liabilities, compared to a loss of $21.8 million in the same period of the prior year. The favorable variance of $22.2 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.

Current report

For the three months ended March 31, 2026, we recognized a gain of $1.6 million from the change in fair value of warrant liabilities, compared to a gain of $4.1 million in the same period of the prior year. The unfavorable variance of $2.5 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.

Current report

Net cash used in operating activities was $2.0 million for the six months ended March 31, 2026, compared to $4.9 million for the same period in 2025. The $2.9 million improvement in operating cash flow was primarily attributable to a significantly reduced net loss of $10.4 million in the current period, compared to a net loss of $30.1 million in the prior-year period, partially offset by changes in working capital.

Current report

Non-cash adjustments to reconcile net loss to net cash used in operating activities for the current period mainly included stock-based compensation of $8.6 million, allowance for credit loss of $0.9 million, depreciation and amortization of $0.8 million, a $0.1 million loss on disposition of a subsidiary, and a $0.4 million gain from the change in fair value of warrant liabilities, compared to a $21.8 million loss in the prior-year period. These adjustments positively contributed to the year-over-year improvement in operating cash flow.

Current report

Changes in net operating assets and liabilities resulted in a net outflow of approximately $1.7 million for the current period, primarily driven by an increase in inventory of $0.9 million and a decrease in accrued expenses and other payables of $1.1 million, partially offset by a decrease in gross accounts receivable 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 $0.3 million, primarily due to increases in accounts receivable and increase in operating lease right-of-use asset, partially offset by an increase in accounts payable and lease liabilities.

Current report

Net cash used in investing activities was $45.9 million for the six months ended March 31, 2026, compared to $15.3 million for the same period in 2025. The $30.6 million unfavorable variance was primarily driven by $67.0 million in purchases of short-term investments, partially offset by $21.3 million in proceeds from maturities and sales of short-term investment. In the prior-year period, cash used in investing activities was primarily attributable to $14.8 million in purchases of short-term investments and $0.4 million in purchase of equipment.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

The breakdown of revenue is as follows:

Previous report

Business Model Transition and Revenue Recognition

Previous report

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

Previous report

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

Previous report

This strategic change significantly impacts the financial statements:

Previous 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.

Previous 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.

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Detailed Revenue Streams and Recognition

Previous report

Our revenue is classified into four primary streams:

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Product Revenue

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Leasing/Service/Rental Revenue

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RaaS Revenue

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AlphaMax (Cloutea)

Previous report

Clouffee and Tea Restaurant Brand

Previous 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.

Previous report

Cost of Revenue

Previous 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.

Previous 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.

Previous 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.

Previous report

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

Previous 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.

Previous 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.

Previous 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.

Previous 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.

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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.

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Other Income (Expense)

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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.

Previous report

Non-GAAP Financial Measures

Previous 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.

Previous report

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

Previous 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.

Previous 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.

Previous report

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 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.

Previous report

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.

Previous report

Net cash provided by financing activities totaled $78.2 million for the three months ended December 31, 2025, mainly due to $69.1 million from issuance of ordinary shares and $9.2 million from proceeds from warrants exercise.

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

Previous report — wording carried 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: