RICHTECH ROBOTICS INC.

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.

NOTE 2: Summary of Significant Accounting Policies

Basis of Presentation and consolidation

These unaudited condensed consolidated 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”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of September 30, 2025, has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information.

The unaudited condensed consolidated results of operations for the three and six months ended March 31, 2026, are not necessarily indicative of the consolidated results to be expected for the year ending September 30, 2026, or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended September 30, 2025, included in the Company’s Annual Report on Form 10-K/A.

All amounts in the accompanying unaudited condensed consolidated financial statements and the notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

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. Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of warrant liabilities, allowance for credit loss, inventory reserve, useful lives of intangible assets and property and equipment. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets, and estimates related to the allocation of transaction price to performance obligations, including the determination of standalone selling prices for distinct goods and services in contracts with customers. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

Warrants

We have issued certain warrants that are classified as either liabilities or equity. Warrants classified as liabilities are measured at fair value at each reporting period end. Prefunded warrants for which the only valuation input is the quoted price of our common stock are valued using observable market prices and, when outstanding, are classified within Level 1 of the fair value hierarchy. All other liability-classified warrants are valued using an option pricing model, such as the Black-Scholes model, which incorporates inputs including the expected volatility of our common stock, the expected term of the warrant, a risk-free interest rate based on U.S. Treasury yields, and an expected dividend yield of zero. Because these valuations include significant unobservable inputs, such warrants are classified within Level 3 of the fair value hierarchy. Changes in the fair value of liability-classified warrants are recognized in earnings in the period of change.

For equity-classified warrants, fair value is measured at issuance with no subsequent remeasurement.

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.

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. Cost is determined using the first-in, first-out (FIFO) method. 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.

Stock-based Compensation

We account for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Currently, we grant only restricted stock awards (RSAs) to employees, non-employees, and directors.

For RSAs classified as equity, compensation cost is measured at the grant date based on the fair value of our common stock. The fair value of each RSA is determined using the closing market price of our common stock on the grant date. For RSAs that vest immediately (where the grant date and vesting date are the same), the full compensation cost is recognized on the grant date. For RSAs that have a service period (generally a vesting period), compensation cost is recognized over the requisite service period using the straight-line attribution method, including for awards that vest in tranches. Forfeitures are accounted for as they occur; when an award is forfeited prior to completing the service period, any previously recognized compensation cost is reversed in the period of forfeiture.

Stock-based compensation expense is recognized in the consolidated statements of operations as a component of research and development, sales and marketing, and general and administrative expenses.

Mezzanine Equity

We classify certain equity instruments as mezzanine equity when they contain redemption features that are not solely within our control. Under ASC 480-10-S99-3A and SEC Regulation S-X Rule 5-02, instruments that are redeemable for cash or other assets upon the occurrence of events not solely within our control are presented outside of permanent equity in a separate mezzanine section of the consolidated balance sheets.

Mezzanine equity instruments are initially measured at fair value on the issuance date. Subsequent measurement is based on the estimated redemption value, with changes in the carrying amount recognized through accretion to retained earnings (or additional paid-in capital if retained earnings is insufficient) as redemption becomes probable. We classify mezzanine equity in a separate caption between liabilities and stockholders’ equity on the balance sheet and disclose the terms of each issue, including redemption features and dividend rights.

Revenue Recognition

We generate revenue from contracts with customers through the following primary business models:

Product sales and certain other service revenues are accounted for under ASC 606,Revenue from Contracts with Customers. Event services and RaaS arrangements are evaluated under ASC 842,Leases, because those arrangements may convey to the customer the right to control the use of identified robotic equipment for a period of time in exchange for consideration.

For arrangements that contain both lease and non-lease components, the Company evaluates the appropriate accounting model based on the nature of the promised goods or services and the applicable guidance. ASC 842 applies to lease components, while the Company applies ASC 606 to non-lease components unless it has elected and qualifies for a practical expedient to account for lease and non-lease components together. For lessors, the practical expedient to combine lease and non-lease components is available only when the specified criteria are met; if the non-lease component is predominant, the combined component is accounted for under ASC 606, and otherwise the combined component is accounted for as an operating lease under ASC 842.

Product Sales

The Company recognizes product sales in accordance with ASC 606 because the customer obtains goods or services that are outputs of the Company’s ordinary activities in exchange for consideration. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In order to achieve this core principle, the Company applies the following five steps when recording revenue: (1) identify the contract, or contracts, with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when, or as, performance obligations are satisfied.

We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers when the criteria under ASC 606 are met, including approval and commitment of the parties, identification of each party’s rights, identification of payment terms, commercial substance, and probable collectability of substantially all consideration to which the Company expects to be entitled. If these criteria are not met, consideration received from a customer is generally recognized as a liability until the criteria are satisfied or the consideration becomes nonrefundable and the Company has no remaining obligation to transfer goods or services.

Determination of Performance Obligation

We identify performance obligations by evaluating whether the promised goods or services are distinct. A promised good or service is accounted for separately only if the customer can benefit from the good or service either on its own or together with other readily available resources and the promise is separately identifiable from other promises in the contract. For contracts that include the sale of robotic hardware and related installation services, we have concluded that the robotic system and installation services generally represent a single performance obligation when installation is not distinct in the context of the contract or is immaterial in the context of the contract. We recognize revenue for such arrangements at the point in time when control of the robotic system transfers to the customer, which generally occurs upon completion of installation, when the customer has physical possession of the robotic system, can direct its use, receive the significant risks and rewards of ownership, and have an obligation to pay. When product sales include software or service subscription components, we evaluate whether those components are separate performance obligations under ASC 606. If the software or service subscription is determined to be distinct and material in the context of the contract, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices and recognizes revenue when, or as, each performance obligation is satisfied. As of March 31, 2026, revenue from contracts that include a software subscription component was immaterial to the consolidated financial statements, as the Company is in the early stages of offering this bundled solution.

Transaction Price

The transaction price is the fixed, non-refundable consideration stated in the contract. We do not offer variable consideration elements such as usage-based fees, rebates, penalties, or performance bonuses. Payment terms for product sales generally require advance payment upon execution of the contract. We apply the practical expedient not to adjust the transaction price for the effects of a significant financing component when the period between customer payment and the transfer of goods or services is one year or less, which is the case for substantially all of our contracts.

Returns, Refunds and Warranties

We generally do not offer rights of return on product sales. We provide assurance-type warranties on its robotic systems, which guarantee that the products will function in accordance with agreed-upon specifications. These warranties are not sold separately and do not give rise to a separate performance obligation under ASC 606.

Revenue from event services

We generate revenue from event service, which consists of the short-term rental of robotic equipment for specific events, including installation, on-site support, and maintenance during the event period. These contracts typically have a duration of one to three days and do not contain purchase options.

Revenue from event services is evaluated under ASC 842, Leases, to determine whether the arrangement contains a lease. We have concluded that these contracts contain a lease component, as the customer obtains the right to control the use of an identified piece of robotic equipment for a specified event period. The Company elected the lessor practical expedient to combine the lease component and non-lease components including installation, support, and maintenance into a single lease component when the applicable criteria are met. Because the lease component is predominant, the entire contract is accounted for as an operating lease, and lease income is recognized on a straight-line basis over the lease term, which generally occurs within a single reporting period and over a short duration. Due to the short duration of these arrangements, the resulting pattern of recognition occurs within the event period.

As of March 31, 2026, we had $44 of deferred revenue related to event service contracts classified as operating leases under ASC 842. This balance represents advance lease payments received from customers for which the related lease income has not yet been recognized. As of September 30, 2025, the deferred revenue balance related to event services was $47.

Advance payments received from customers for these services are recorded as contract liabilities and recognized as revenue over the lease term as the event services are provided.

Revenue from Robots-as-a-Service (RaaS)

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. Under these arrangements, customers pay a fixed monthly fee for the use of our robotic equipment, along with maintenance and technical support services.

Our RaaS contracts are typically structured with an initial non-cancelable term ranging from 12 to 36 months. The contracts include an automatic renewal provision, whereby the lease term extends for successive renewal periods (generally 12 months) unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Renewal rates are subject to an annual increase of 3% from the then-current rate. Certain contracts may also include an early termination clause, under which the total remaining amount payable under the contract becomes due upon early termination by the customer. Our RaaS contracts do not include purchase options that would allow the lessee to acquire the underlying robotic equipment at the end of the lease term.

We account for RaaS arrangements under ASC 842, Leases. We have evaluated these contracts and determined that they contain a lease component, as the customer has the right to control the use of an identified piece of robotic equipment for a period of time in exchange for consideration. These leases are classified as operating leases, as they do not meet any of the criteria for sales-type or direct financing leases. At contract inception, the Company has determined that customers are not reasonably certain to exercise renewal options. Accordingly, renewal periods are excluded from the lease term unless and until the Company’s assessment changes based on the specific facts and circumstances.

For operating leases, we recognize lease income on a straight-line basis over the non-cancelable lease term. The robotic equipment remains on our balance sheet as property and equipment and is depreciated over its estimated useful life. The Company considers the economic life of most of our products to be 5 years. The Company believes 5 years is representative of the period during which the equipment is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The unguaranteed residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of our leased equipment by performing regular management and maintenance, as necessary. We have elected the practical expedient to combine the lease component and non-lease components (including maintenance and technical support) into a single lease component for our RaaS contracts, when the applicable criteria are met, as the timing and pattern of transfer are the same and the lease component is the predominant component.

As of March 31, 2026, we had $15 of deferred revenue related to RaaS contracts classified as operating leases under ASC 842. This balance represents advance lease payments received from customers for which the related lease income has not yet been recognized. As of September 30, 2025, the deferred revenue balance related to RaaS contracts was nil.

As of March 31, 2026, we expect to receive $1,663 of future lease payments under non-cancelable RaaS contracts classified as operating leases under ASC 842. Of this amount, $876 is expected to be collected within the next 12 months, $592 is expected to be collected between 13 and 24 months, and the remaining $195 is expected to be collected beyond 24 months.

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. As of March 31, 2026, the Company did not have material remaining performance obligations related to contracts accounted for under ASC 606.

Contract assets and contract liabilities

We maintain contract-related balance sheet accounts under ASC 606, Revenue from Contracts with Customers, which primarily arise from product sales contracts.

Contract Assets (Unbilled Receivables) represent revenue recognized for performance obligations satisfied but not yet billed as of the balance sheet date. Contract assets are reclassified to accounts receivable when the right to payment becomes unconditional. As of March 31, 2026 and September 30, 2025, we hadno contract assets.

Contract Liabilities (Deferred Revenue) consist of payments received from customers in advance of performance. These liabilities relate primarily to advance payments and are recognized as revenue as the related services are provided over the contract term. As of March 31, 2026 and September 30, 2025, the balance of contract liabilities was $239 and $201, respectively. Revenue recognized during the six months and three months ended March 31, 2026 that was included in the contract liability balance at September 30, 2025 was $89 and $20, respectively.

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. Our customer contracts typically feature monthly invoicing, with payment terms primarily due on receipt or Net 30. (Refer to the discussion of significant financing component under “Transaction Price” above.)

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.

Disaggregation of Revenue

We disaggregate revenue into revenue from contracts with customers (ASC 606) and lease revenue (ASC 842). The following table presents revenue by source:

The following summarizes the revenue we recognized by revenue stream:

Substantially all of our revenue is generated from customers located in the United States. Accordingly, no further geographic disaggregation is presented.

Earnings Per Share

We compute earnings per share in accordance with ASC 260, Earnings Per Share.

Basic EPS

Basic loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares outstanding includes issued common shares that are not subject to any vesting conditions. Warrants that are exercisable for little or no consideration (“penny warrants”) are included in the denominator of basic EPS from the date of issuance, as they are considered common equivalent shares.

Diluted EPS

Diluted loss per share is calculated using the same method as basic loss per share, as the inclusion of all potential common shares from unvested restricted stock awards (“RSAs”) and outstanding warrants would be antidilutive during periods of net loss. Under ASC 260, potentially dilutive securities are excluded from the diluted EPS calculation when their effect would reduce the loss per share (i.e., make the loss per share less severe), as this would not be representative of the Company’s performance. Therefore, diluted loss per share is equal to basic loss per share for all periods presented.

Antidilutive Securities

For periods in which we report a net loss, unvested RSAs and outstanding warrants are considered antidilutive and are excluded from the diluted EPS calculation. A reconciliation of the number of antidilutive securities excluded from the diluted EPS computation is disclosed in the notes to the financial statements.

Participating Securities

Unvested RSAs that have nonforfeitable rights to dividends or dividend equivalents are treated as participating securities under ASC 260. Under the two-class method, earnings are allocated between common stockholders and participating security holders. However, because participating security holders are not contractually obligated to share in losses, losses are not allocated to these securities. During periods of net loss, the two-class method does not require further allocation, and the calculation of loss per share is unaffected by the participation rights of unvested RSAs.

Concentrations of Risk

Concentration of Revenue

For the three and six months ended March 31, 2026 and 2025, no single customer accounted for 10% or more of total revenue. We operate in a single reportable segment, and all of our revenue is derived from this segment. Refer to Note 13—Segment Information for further details.

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist primarily of cash and cash equivalents held at major financial institutions. We maintain cash balances with several well-established financial institutions with high credit ratings. At times, such balances may exceed federally insured limits; however, management monitors the financial stability of these institutions and believes the risk of loss is minimal.

Recent Accounting Pronouncements

Adopted

Tax Legislation – One Big Beautiful Bill Act

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, modifying provisions related to research and experimental expenditures, bonus depreciation, and business interest expense deductibility. The Company assessed the impact of these changes for the three and six months ended March 31, 2026. Given the Company’s historical losses, current period pretax loss, and full valuation allowance on deferred tax assets, the new legislation had no material effect on its income tax provision, deferred tax balances, or effective tax rate. The Company will continue to monitor future guidance and its ability to realize deferred tax assets.

ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which expands annual income tax disclosure requirements, including enhanced rate reconciliation tables and disclosure of income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024, and for interim periods within fiscal years beginning after December 15, 2025. Early adoption is permitted.

For our fiscal year ending September 30, the ASU is effective for our fiscal year beginning October 1, 2025 (fiscal year 2026) and for interim periods within our fiscal year beginning October 1, 2026 (fiscal year 2027). We adopted this guidance on October 1, 2025. The adoption did not have any impact on our financial position, results of operations, or cash flows, as it only affects disclosures. The guidance was applied prospectively, which means the new disclosure requirements are applied to the fiscal year 2026 financial statements, with prior periods presented under the legacy format.

Not Yet Adopted

ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disaggregate certain income statement expense captions into specified natural expense categories (including purchases of inventory, employee compensation, depreciation, and intangible asset amortization) in a tabular format within the footnotes.

For our fiscal year ending September 30, the ASU is effective for our fiscal year beginning October 1, 2026 (fiscal year 2027) and for interim periods within our fiscal year beginning October 1, 2027 (fiscal year 2028). We do not plan to early adopt this guidance. We are currently evaluating the impact of this guidance on our financial statement disclosures.

ASU 2025-05,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and contract assets. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual periods. Early adoption is permitted.

For our fiscal year ending September 30, the ASU is effective for our fiscal year beginning October 1, 2026 (FY2027) and for interim periods within that fiscal year. Early adoption is permitted. We do not plan to early adopt this guidance. We are currently evaluating the impact of this guidance on our financial statements.

ASU 2025-06,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software costs by removing all references to software development project stages. The amendments require that an entity capitalize software costs when both: (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”). In evaluating this threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied prospectively, using a modified transition approach based on the status of the project at the date of adoption, or retrospectively.

We are currently evaluating the impact of this guidance on our financial statements and related 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:

Our U.S. government securities are classified within Level I of the fair value hierarchy because their fair values are based on quoted prices in active markets. Our certificates of deposit are classified within Level II of the fair value hierarchy and are measured using observable market inputs. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented.

Our liability-classified warrants are measured at fair value on a recurring basis using Level III inputs. Refer to Note 8 for details on the valuation technique and significant unobservable inputs used and a rollforward of the fair value balance.

Note 3: Fair Value of Financial Instruments(cont.)

Our cash, cash equivalents and investments classified by security type as of March 31, 2026 and September 30, 2025 consisted of the following:

As of March 31, 2026, all of our short-term investments had contractual maturity dates within one year.

NOTE 4: Accounts Receivable

Accounts receivable as of March 31, 2026 and September 30, 2025 are as follows:

As of March 31, 2026, the allowance for doubtful accounts was $1,018, compared to $139 as of September 30, 2025. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible accounts.

Activity in the allowance for credit losses was as follows:

NOTE 5: Inventories

Inventory as of March 31, 2026 and September 30, 2025 are as follows:

Finished goods inventory includes products-in-transit to fulfill customer orders and robotic products available for sale. We regularly evaluate inventory for excess, obsolescence, or declines in net realizable value below cost, considering factors such as aging, historical sales trends, customer demand, and technological changes. As of March 31, 2026 and September 30, 2025, the allowance for inventory obsolescence and slow-moving inventory was $44 andnil, respectively. During the three and six months ended March 31, 2026 and 2025, we recordedno material inventory write-downs.

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; buildings are depreciated over their estimated useful lives of 39 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 March 31, 2026 and September 30, 2025 are as follows:

Depreciation expenses for the six months ended March 31, 2026 and March 31, 2025 were $226 and $53, respectively. Depreciation expenses for the three months ended March 31, 2026 and March 31, 2025 were $113 and $32, respectively.

NOTE 7: Intangible Asset

Intangible Asset, as of March 31, 2026 and September 30, 2025 are as follows:

Amortization expenses for the six months ended March 31, 2026 and March 31, 2025 were $569 and $452, respectively. Amortization expenses for the three months ended March 31, 2026 and March 31, 2025 were $298 and $192, respectively.

NOTE 7: Intangible Asset (cont.)

Estimated amortization expense related to existing finite-lived intangible assets for each of the next five years is as follows:

For the three and the six months ended March 31, 2026, we concluded thatno impairment loss was recognized. As the Company’s business evolves, we continue to evaluate the utilization of the intangible assets. Refer to Note 14 for further details.

NOTE 8: Warrants

The following table summarizes warrants outstanding as of March 31, 2026 and September 30, 2025:

Liability Classified Warrants

On September 3, 2024, in connection with a registered public offering, we issued warrants to investors (the “Public Offering Warrants”) with an exercise price of $1.35 per share. In connection with the inducement transaction on February 10, 2025, we issued new common stock purchase warrants to certain holders that exercised outstanding warrants (the “Common Inducement Warrants”) with an exercise price of $4.00 per share. The Public Offering Warrants were issued to investors in exchange for capital, and the Common Inducement Warrants were issued in exchange for the exercise of previously outstanding warrants. The terms of the Public Offering Warrants and Common Inducement Warrants include settlement features that, under specified transactions involving a change in control or similar corporate events, could require the Company to settle the warrants for cash in circumstances outside the Company’s control. As a result, the warrants do not qualify for equity classification and are recorded as liabilities, measured initially and subsequently at fair value with changes in fair value recognized in earnings.

The following table presents the changes in the liability-classified warrants outstanding.

Both the Public Offering Warrants and the Common Inducement Warrants are included within Level III of the fair value hierarchy. We use a Black-Scholes option pricing model to determine the fair value of our liability-classified warrants. The valuation incorporates both observable inputs, including our stock price and risk-free interest rates, and significant unobservable inputs, including expected stock price volatility. The expected volatility is based on a combination of the implied volatility of our publicly traded common stock and the historical volatility of comparable publicly traded companies with similar expected terms, while the expected term is generally based on the contractual term of the warrants as they are immediately exercisable. The dividend yield is assumed to be zero, consistent with our historical practice on our Class B common stock. Changes in significant unobservable inputs, particularly expected volatility and expected term, could result in a significantly higher or lower fair value measurement.

Key assumptions utilized in the issuance-date valuation of the Public Offering Warrants and Common Inducement Warrants are summarized in the table below:

The following table presents the change in the liability balance associated with the liability-classified warrants. Changes in the fair value of the liability-classified warrants are included within other income (loss) on the consolidated statements of operations.

Key assumptions utilized in the valuation of the liability-classified warrants as of the balance sheet dates are summarized in the table below:

Mezzanine Equity Classified Warrants

In September 2024, in connection with a registered public offering, we issued warrants to placement agents (the “Placement Agent Warrants”) with an exercise price of $1.69 per share. In connection with the inducement transaction on February 10, 2025, we issued inducement warrants to certain placement agents with an exercise price of $5.00 (the “Placement Agent Inducement Warrants,” and together with the Placement Agent Warrants, the “Mezzanine Equity Warrants”). The Placement Agent Warrants were issued on September 3, 2024, and the Placement Agent Inducement Warrants were issued on March 12, 2025. Both were issued in exchange for placement agent services and are accounted for as share-based payment awards. Due to certain settlement features that are not solely within the Company’s control, including a change in control or similar corporate events, the Mezzanine Equity Warrants are classified within mezzanine equity. The warrants were recorded at their issuance-date fair value. As of March 31, 2026 and September 30, 2025, the warrants were not currently redeemable and, therefore, the Company did not adjust the carrying amounts to redemption value. The warrants are exercisable into shares of Class B common stock.

The following table presents the changes in the Mezzanine Equity Warrants.

Key assumptions utilized in the issuance-date valuation of the Placement Agent Warrants and Placement Agent Inducement Warrants are summarized in the table below:

The following table summarizes activity in mezzanine equity:

Because the Placement Agent Warrants and Placement Agent Inducement Warrants were not currently redeemable as of March 31, 2026 or September 30, 2025, no redemption value adjustment was recorded during the six months ended March 31, 2026 or the year ended September 30, 2025.

Equity Classified Warrants

In connection with our initial public offering in November 2023, we issued warrants with an exercise price of $6.00 per share to the representative of the offering to purchase shares of our common stock (the “Representative’s Warrants”). The Representative’s Warrants were issued as consideration for underwriting services and are accounted for as share-based payment awards. The Representative’s Warrants do not contain any cash settlement or redemption features outside the Company’s control, and are classified in permanent equity. The Representative’s Warrants issued at our initial public offering remained outstanding as of both March 31, 2026 and September 30, 2025, with no issuances, exercises, forfeitures, or expirations during the period from September 30, 2024 through March 31, 2026.

NOTE 9: Stockholders’ Equity

We had 100,000,000 shares of class A common stock authorized as of March 31, 2026 and September 30, 2025, with a par value of $0.0001 per share.39,934,846 shares of class A common stock issued and outstanding as of March 31, 2026 and September 30, 2025. We had 1,000,000,000 and 200,000,000 shares of class B common stock authorized as of March 31, 2026 and September 30, 2025, respectively, (the authorized shares were increased from 200,000,000 to 1,000,000,000 on November 10, 2025), with a par value of $0.0001 per share.184,274,146 shares and 154,656,592 shares of class B common stock issued and outstanding as of March 31, 2026 and September 30, 2025, respectively.

During the six months ended March 31, 2026, we issued an aggregate of 29,617,554 shares of Class B common stock andno shares of Class A common stock. These issuances consisted of 1,474,923 shares of Class B common stock issued as stock-based compensation to employees and contractors,15,156,685 shares of Class B common stock sold through our at-the-market (“ATM”) offering program, for aggregate gross proceeds of $71,623, with total issuance costs of $2,559, resulting in net proceeds to the Company of $69,064,4,485,946 shares of Class B common stock issued upon the exercise of investor warrants, and 8,500,000 shares of Class B common stock issued in a private placement. See below for additional information regarding the private placement.

Private Placement

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, prior to deducting placement agent’s fees and other offering expenses. The Private Placement closed on January 29, 2026. The net proceeds from the Private Placement were approximately $35,890, after deducting placement agent fees, legal fees, and other offering expenses totaling approximately $2,785.

As of March 31, 2026 and September 30, 2025, we had 815,342,794 and 45,343,408 authorized but unissued shares of Class B common stock, respectively, which are available for issuance upon the exercise of outstanding warrants and the settlement of outstanding and future equity-based awards.

NOTE 9: Stockholders’ Equity (cont.)

Stock-based Compensation

Stock Incentive Plan

We maintain the Richtech Robotics Inc. 2023 Stock Option Plan (the “Plan”), which provides for the granting of restricted stock awards (“RSAs”) and other equity-based awards to employees, directors, and consultants.

The Plan was originally approved by the Board of Directors and adopted effective as of December 8, 2023, with an initial reserve of 6,000,000 shares of Class B common stock. On September 26, 2024, the Board and the holders of a majority of the voting power of the outstanding common stock approved an amendment and restatement of the Plan, effective October 23, 2024, increasing the number of shares authorized for issuance under the Plan from 6,000,000 shares to 14,311,215 shares.

Effective as of November 10, 2025, the Company adopted the Second Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan, which includes an “evergreen” provision. Under this provision, the number of shares reserved for grant and issuance under the Plan automatically increases on the later of November 1, 2025 or the effective date of the Second Amended Plan, and on each subsequent November 1 until and including November 1, 2034, by a number of shares equal to the lesser of (i)18% of the total outstanding Class B common stock as of the immediately preceding September 30, or (ii) such smaller number as determined by the Board.

On February 17, 2026, the Company filed a Registration Statement on Form S-8 to register an additional 8,000,000 shares of Class B common stock for issuance under the Plan, in connection with an increase in the number of shares available for issuance pursuant to the evergreen provision, further increasing the number of shares authorized for issuance under the Plan from 14,311,215 shares to 22,311,215 shares.

During the six months ended March 31, 2026,1,981,483 shares were granted as RSAs under the Plan. As of March 31, 2026,6,968,675 shares remained available for future grants under the Plan.

NOTE 9: Stockholders’ Equity (cont.)

RSA Activity

The Company grants restricted stock awards (RSAs) to employees, non-employees and directors under its equity incentive plan. Each RSA entitles the holder to one share of Class B common stock upon vesting. The fair value of each RSA is determined based on the closing market price of the Company’s common stock on the grant date.

The following table summarizes the activity of unvested RSAs for the six months ended March 31, 2026 and 2025:

As of March 31, 2026, total unrecognized stock-based compensation cost related to unvested RSAs was approximately $286, which is expected to be recognized over the remaining vesting period through December 2026.

For RSAs that vest immediately (grant date equals vesting date), compensation cost is recognized in full on the grant date. For RSAs with service-based vesting conditions, compensation cost is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.

The following table presents the allocation of stock-based compensation expense by line item in the condensed consolidated statements of operations:

On December 4, 2025, our board approved the grant of restricted stock awards (“RSAs”) to our employees and non-employees. These RSAs were fully vested upon grant and amounted to a total of 1,785,006 shares, with a grant-date fair value of $4.59 per share, based on the closing price of our common stock on December 4, 2025. The total compensation expense of $8,201 was recognized in Research and development, selling and marketing, general, and administrative expenses in our condensed consolidated statement of operations for the three months ended December 31, 2025, with a corresponding credit to additional paid-in capital – stock compensation. The impact on cash flows is reflected in the operating section of our cash flow statement.

During the three months ended March 31, 2026, we issued 1,735,006 shares of common stock to settle the majority of the restricted stock awards that were granted on December 4, 2025. The current-period issuance represents only a reclassification within equity (to common stock at par value and additional paid-in capital in excess of par) with no impact on our results of operations or cash flows. All shares were issued under our 2023 Stock Option Plan. We withheld 368,999 shares valued at $1,694 to cover the expected income tax effect of the grants. As a result, the actual number of shares issued to award recipients was less than the number of vested shares underlying the RSA grants.

On February 17, 2026, we issued routine quarterly stock awards of 122,977 shares. We withheld 14,061 shares valued at $39 to cover the expected income tax effect of the grants.

From time to time, as restricted stock awards vest, certain employees surrender their vested shares to satisfy their tax liability on vesting. The fair value of those shares on the vesting date are then used by us to pay those employees’ tax obligations. The shares surrendered are reported as treasury stock in our statements of stockholders’ equity.

NOTE 10: 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.

The following potential common stock outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive:

NOTE 11: 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 maintained a full valuation allowance against its net deferred tax assets as of March 31, 2026. As a result of the full valuation allowance, no material income tax benefit was recognized in the consolidated statements of operations, andno net deferred tax asset or liability recorded on the consolidated balance sheets for the three and six months ended March 31, 2026 and 2025.

The table below presents the effective income tax rate for the following periods:

The Company was taxed as a corporation for federal, state and local income tax purposes for the six months ended March 31, 2026 and March 31, 2025. The effective tax rate for the six months periods ended March 31, 2026 and March 31, 2025 differ from the U.S. federal income tax rate of 21.0% primarily due to the full valuation allowance maintained against the Company’s deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. We have assessed its impact on our financial statements and OBBBA did not have a material impact on our financial statements.

NOTE 12: Commitments and Contingencies

Legal Proceedings

From time to time, we may be involved in judicial or administrative proceedings concerning matters arising in the ordinary course of business. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, would not be material to the Company’s consolidated financial position, results of operations or cash flows.

On June 2, 2025, a civil action was filed against the Company and certain of our officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025). The complaint asserts claims for breach of contract, breach of express and implied warranties, fraud, and joint venture liability. The plaintiff seeks damages in excess of $600,000, including compensatory and punitive damages. On September 26, 2025, we filed a motion to dismiss the case. On April 28, 2026, the parties entered into a joint stipulation adjourning oral argument on the motion to dismiss to July 15, 2026. We believe the claims are meritless and are vigorously defending the action. Based on the current stage of litigation and consultation with outside counsel, management has concluded that a loss is not probable.

On February 2, 2026, a putative securities class action lawsuit was filed against the Company and certain of its officers in the United States District Court for the District of Nevada, captioned Luiz Gonzalez Diez v. Richtech Robotics Inc., et al., No. 2:26-cv-00231 (D. Nev.). The complaint asserts claims for alleged violations of federal securities laws related to statements made in a press release issued by the Company on January 27, 2026. The plaintiff seeks to represent a class of persons and entities who purchased or otherwise acquired Richtech’s publicly traded securities during the period from January 27, 2026 through 12:00 PM EST on January 29, 2026 and seeks unspecified damages and other relief. The case is in its early procedural stage, and no lead plaintiff has been appointed to date. We dispute the allegations in the complaint and intend to defend the case vigorously. Based on the current status of the proceedings, management has concluded that a loss is not probable. Given the early stage of the litigation and the inherent uncertainty of class size, trading volume, and potential damages methodologies, management is unable to reasonably estimate the amount or range of any potential loss that could result from this matter.

NOTE 12: Commitments and Contingencies(cont.)

Subsequent to the filing of theDiez securities class action complaint, three separate purported shareholder derivative complaints were filed based on substantially similar factual allegations (the “Derivative Actions”). The Derivative Actions name Richtech Robotics Inc. as a nominal defendant and name certain of the Company’s current officers and directors as additional defendants. The actions seek to recover, on behalf of the Company, unspecified damages, disgorgement, corporate governance reforms, and attorneys’ fees. All three Derivative Actions were filed in the United States District Court for the District of Nevada:Morly Gourdet v. Zhenwu Huang, et al., Case No. 2:26-cv-01048, filed April 2, 2026;Charvi Shah v. Wayne Huang, et al., Case No. 2:26-cv-01273, filed April 24, 2026; andKenneth Dawson v. Zhenwu Huang, et al., Case No. 2:26-cv-01466, filed May 13, 2026. The Derivative Actions are in their early procedural stages, and no responsive pleadings have been filed. The Company believes the allegations in these actions are without merit and intends to defend the matters vigorously. Based on the current status of the proceedings, management has concluded that a loss is not probable. Because the Derivative Actions are based on substantially similar underlying facts as the relatedDiez securities class action, and both matters are in early procedural stages, management is unable to reasonably estimate the amount or range of any potential loss, if any, arising from these proceedings.

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, the Clouffee & Tea retail space (Town Square Las Vegas) and Bingo Street Coffee (San Francisco).

For the three and six months ended March 31, 2026, we recognized operating lease expense of approximately $95 and $198, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $73 and $162 for the three and six months ended March 31, 2026, respectively. As of March 31, 2026, our operating lease liabilities were measured using a weighted average remaining lease term of approximately 2.6 years and a weighted average discount rate of approximately 4.5%.

The components of leases and lease costs are as follows (in thousands):

Future minimum lease payments under these leases as of March 31, 2026, are approximately as follows:

NOTE 13: Segment Information

We operate as a single reportable segment, which is the design, development, and commercialization of robotic systems and related solutions. Our Chief Executive Officer has been identified as our Chief Operating Decision Maker (“CODM”). The CODM manages the business on a consolidated basis and evaluates performance based on consolidated net loss, as reported in our condensed consolidated statements of operations.

Oursingle reportable segment’s results are the same as those presented in our condensed consolidated financial statements. For information regarding our revenue, expenses, and net loss, refer to the condensed consolidated statements of operations included in this Quarterly Report.

The significant segment expenses regularly provided to the CODM and included in the measure of segment profit or loss consist of cost of revenues. Other segment items consist of all operating expenses not separately identified as significant segment expenses, including research and development, selling, general and administrative expenses, and other operating expenses. No single customer accounted for 10% or more of our revenue for the periods presented. Substantially all of our long-lived assets are located in the United States. The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.

NOTE 14: Subsequent Events

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, including a $600 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.

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.