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What changed in RICHTECH ROBOTICS INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RICHTECH ROBOTICS INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+362 added−394 removedSource: 10-K (2026-01-20) vs 10-K (2025-01-14)

Top changes in RICHTECH ROBOTICS INC.'s 2025 10-K

362 paragraphs added · 394 removed · 147 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFor restaurants, this means companies like major food distribution and point-of-sale companies that have a large distributed sales force and a massive customer network in the United States. Hotel and senior living sectors are much more concentrated, so we primarily focus on companies that set industry standards, and leverage our success with these companies to promote our brand and products.
Biggest changeHotel and senior living sectors are much more concentrated, so we primarily focus on companies that set industry standards and leverage our success with these companies to promote our brand and products. Second, we build out networks of referral agents, independent sales agents, and distributors that provide high penetration into the market at a local and regional level.
While Pudu robots are cheaper, they only operate in the United States through a distributor network and have no direct customer support or service network.
While Pudu robots are generally cheaper, they only operate in the United States through a distributor network and have no direct customer support or service network.
We identify and contact factories that qualify as potential OEM and ODM partner candidates to discuss product of prototypes of our products. Factories are qualified by our procurement team using a process similar to how we select suppliers, checking the capabilities, reputation, quality, delivery cycle, and price of these factories.
We identify and contact factories that qualify as potential OEM and ODM partner candidates to discuss the production of prototypes of our products. Factories are qualified by our procurement team using a process similar to how we select suppliers, checking the capabilities, reputation, quality, delivery cycle, and price of these factories.
This is very advantageous as we can bring in new customers from a variety of different use cases and attempt to encourage customers to consider our other robotic solutions, providing a holistic approach to our client’s needs.
This is advantageous as we can bring in new customers from a variety of different use cases and encourage customers to consider other robotic solutions, providing a holistic approach to our client’s needs.
This subscription-based model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer relationships that drive loyalty and feedback loops for product improvement. In industries with evolving needs, like automotive dealerships, RaaS aligns the goals of both the customer and the provider, transforming robotics from a one-time transaction into a sustainable and profitable partnership.
This subscription-based model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer relationships that drive loyalty and feedback loops for product improvement. In industries with evolving needs, such automotive dealerships, RaaS aligns exceptionally well with goals of both the customer and the provider, transforming robotics from a one-time transaction into a sustainable and profitable partnership.
Employees may belong to multiple product development teams at the same time as there is significant technical overlap in AMR development. The development teams are overseen directly by the CEO and is responsible for the ideation, engineering, and testing of new robots.
Employees may belong to multiple product development teams at the same time as there is significant technical overlap in AMR development. The development teams are overseen directly by the Chief Financial Officer and are responsible for the ideation, engineering, and testing of new robots.
Having a variety of products not only provides clients with a one-stop-shop for their service robotic needs, it also creates the impression that we are a reliable resource to consult as they approach the general adoption and implementation of robotic solutions across different sectors of their business.
Having a variety of products not only provides clients with a one-stop-shop for their service robotic needs, it also demonstrates that we are a reliable resource to consult as they approach the general adoption and implementation of robotic solutions across different parts of their business.
Our Matradee robot is one of the earliest restaurant service robots to launch in the U.S. market, and we believe we are recognized by customers and competitors as an established brand in the restaurant service robotics space.
Our Matradee robot is one of the earliest restaurant service robots to launch in the U.S. market, and we believe we are recognized by customers and competitors as an established brand in several market verticals.
The CEO directly oversees the product development, creative design, and administration teams. He also provides directives to other departments and executives as he sees fit. The COO has primary responsibility over the sales, marketing, tech support, and customer service teams as well as the coordination of different departments on large-scale projects.
The Chief Executive Officer directly oversees the product development, creative design and administration teams. He also provides directives to other departments and executives as he sees fit. The Chief Operating Officer has primary responsibility over the sales, marketing, tech support and customer service teams as well as the coordination of different departments on large-scale projects.
Our product development and procurement teams work with the factory to finalized the Bill of Materials (BOM) list, and provide technical specifications and other requirements to these factories for the production of several prototypes.
Our product development and procurement teams work with the factory to finalize the Bill of Materials (“BOM”) list and provide technical specifications and other requirements to these factories for the production of several prototypes.
The robot is not connectivity dependent and can operate fully offline. These features decrease the difficulty of deployments and dramatically increase the variety of environments in which the Matradee can be deployed successfully. This allows more deployments, lower costs, and faster scaling. The Matradee is currently deployed in restaurants, hotels, casinos, senior living homes, and factories.
The robot is not connectivity dependent and can operate fully offline. These features decrease the difficulty of deployments and increase the variety of environments in which the Matradee can be deployed successfully. We believe that this allows more deployments, lower costs, and faster scaling. The Matradee is currently deployed in restaurants, hotels, casinos, senior living homes, and movie theaters.
Once the prototypes pass internal stress tests, the product is then ready for the mass production stage. A production schedule is formed around sales projections on a rolling three-month window. These sales projections are assembled by the COO and sent to the CEO for approval.
Once the prototypes pass internal stress tests, the product is then ready for the mass production stage. A production schedule is formed around sales projections on a rolling three-month window. These sales projections are assembled by the Chief Operating Officer and sent to the Chief Executive Officer for approval.
Our understanding of market dynamics and operational practices built up over the last several years puts us ahead of our competitors. This knowledge also allows us to be nimble and focus in on non-obvious profit centers and verticals. We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risks.
Our understanding of market dynamics and operational practices built up over the last several years creates a significant moat between us and our competitors. This knowledge also allows us to be nimble and focus on non-obvious profit centers and verticals. We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risk.
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.” To further support our clients in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax Management LLC, in June 2024.
We completed our initial public offering on November 21, 2023, and shares of our Class B common stock, $0.0001 par value per share (the “Class B common stock”) began trading on the Nasdaq Capital Market on November 17, 2023 under the symbol “RR.” To support our clients in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax Management LLC (“Alphamax Management”), in June 2024.
The CFO has primary responsibility for procurement, manufacturing, and accounting departments. Product development teams carry out research and development tasks and are organized according to product category. Each development team is comprised of several engineers linked with a product manager, and work closely with the creative design and manufacturing teams.
The Chief Financial Officer has primary responsibility for procurement, manufacturing, accounting and investor relations. 10 Product development teams carry out research and development tasks and are organized according to product category. Each development team is comprised of several engineers linked with a product manager and work closely with the creative design and manufacturing teams.
Access to copies of our SEC filings, corporate governance information, and other items that may be material or of interest to our investors is available via our investor relations website.
Available Information Our website is located at www.richtechrobotics.com, and our investor relations website is located at ir.richtechrobotics.com. Access to copies of our SEC filings, corporate governance information, and other items that may be material or of interest to our investors is available via our investor relations website.
We endeavor to complete all exchanges within five business days. The customer service team also reaches out to our clients on a regular basis to ensure they are enjoying their use of their robot, and to inquire about any service requests they may have. All robots support remote diagnostic functions so our technicians can provide quick and effective remote troubleshooting.
The customer service team also reaches out to our clients on a regular basis to ensure they are enjoying their use of their robot, and to inquire about any service requests they may have. All robots support remote diagnostic functions so our technicians can provide quick and effective remote troubleshooting. All customers are provided lifetime remote customer support.
Our Strategies We intend to establish ourselves as the leading provider of service robotic solutions by developing, manufacturing, and deploying novel products that address the growing need for automation across all key target sectors.
Our Strategies As a leading provider of embodied AI robotic solutions, we intend to continue expanding the business by developing, manufacturing and deploying novel products that address the growing need for automation across all key target sectors.
All customers are provided lifetime remote customer support. Customer satisfaction also depends on whether a client is getting a product that is right for them and suits their space.
Customer satisfaction also depends on whether a client is getting a product that is right for them and suits their space.
When multiple robots are deployed in the same space, the robots communicate over short-range radio waves to coordinate and make way for each other. One of the biggest advantages of the Matradee is the ease of deployment and reliability. Standard deployments involving full installation and staff training are typically completed within three to four hours.
When multiple robots are deployed in the same space, the robots communicate with each other to coordinate traffic optimally. We believe that one of the biggest advantages of the Matradee is the ease of deployment and reliability. Standard deployments involving full installation and staff training are typically completed within three to four hours.
A robotics-based restaurant business addresses the two biggest challenges facing franchisees of traditional restaurants today, which are labor and quality consistency. This opens the way for a wide variety of scalable businesses based on the ADAM system.
A robotics-based restaurant business aims to address the two biggest challenges facing franchisees of traditional restaurants today, which are labor and quality consistency. This opens the way for a wide variety of scalable businesses based on the ADAM and Scorpion system. We expect the robotic restaurant business will continue to generate recurring revenue.
Global Operations Our business operations are based mainly in the U.S, except for some of our R&D work, which is based in China. We currently employ a team of 20 engineers through a third-party human resource company in China for R&D work. The majority of our ODM and OEM partners are also located in China.
We currently employ a team of 20 engineers through a third-party human resource company in China for R&D work. Some of the manufacturing and subassembly of some of our products takes place outside of the U.S. The majority of our ODM and OEM partners are also located in China.
The manufacturing and procurement departments primary focus is maintaining supply chains and delivery timelines specified by the CFO based on projections made according to sales data. The accounting team processes accounts payables and receivables, audits internal accounting records, and generate financial reports. Our Revenue Model Our business model is currently a combination of direct sales and robotics-as-a-service.
The manufacturing and procurement departments primary focus is maintaining supply chains and delivery timelines specified by the Chief Financial Officer based on projections made according to sales data. The accounting team processes accounts payables and receivables, audits internal accounting records and generate financial reports.
A mobile platform has been created for Scorpion, enabling its use in various work scenarios such as desktops and vehicles. It also supports real-time low-latency natural language conversations and voice control for seamless interactions with customers.
In addition to ADAM, the dual-arm robot, we have developed a single-arm robot, Scorpion, designed for more compact and lightweight applications compared to ADAM. A mobile platform has been created for Scorpion, enabling its use in various work scenarios such as desktops and vehicles. It also supports real-time low-latency natural language conversations and voice control for seamless interactions with customers.
It can also be used to greet guests at the reception area and lead them to their table. With a battery life of eight to fourteen-hours between charges, the Matradee can run for the entire day without taking a break.
The robot is engineered to be extremely stable so that it can carry wine glasses and delicate food items without spilling. It can also be used to greet guests at the reception area and lead them to their table. With a battery life of eight to fourteen hours, the Matradee can run for the entire day without taking a break.
The key components to our growth strategy include: ● Building our commercial organization: We plan to expand our sales teams to increase our coverage across specific target verticals. Currently, we are in the process of building sales and fulfillment teams specializing in specific target verticals such as healthcare, hotels, F&B and others.
The key components to our growth strategy include: ● Growing our commercial organization: We plan to continue to expand our sales teams to increase our coverage across specific target verticals. Currently, we are in the process of expanding sales and fulfillment teams specializing in either commercial or industrial applications.
The MX is our largest unit capable of cleaning spaces up to 500,000 sq ft. Designed with professional cleaning in mind, the MX is a floor scrubber tailored to large industrial and commercial spaces such as warehouses, factories, large hotel floors, event spaces, schools and universities, and department stores.
Designed with professional cleaning applications, the MX is a floor scrubber tailored to large industrial spaces such as warehouses, factories, large hotel floors, event spaces, schools and universities and department stores.
The Placement Agent is entitled to 7% of the proceeds generated from warrant exercises. 3 Corporate History and Corporate Structure We were originally founded as Richtech Creative Displays LLC in Nevada in July 2016, and we converted to Richtech Robotics Inc., a Nevada corporation, in June 2022.
Corporate History and Corporate Structure We were originally founded as Richtech Creative Displays LLC in Nevada in July 2016, and we converted to Richtech Robotics Inc., a Nevada corporation, in June 2022.
Our Challenges The challenges the Company currently faces include the following: ● Market Competition: Like with all companies, we face pressure from competitors particularly in the restaurant space. This puts pressure on our margins and increases marketing and sales costs.
In 2025, Alphamax Management generated approximately $602 thousand in revenue from restaurant operations. Our Challenges The challenges the Company currently faces include the following: ● Market Competition: As with all companies, we face pressure from some competitors in our target markets. This puts pressure on our margins and increases marketing and sales costs.
In January 2023, we executed an MSA with a major hotel brand with over 5,000 properties worldwide (the “Hotel MSA”) for purchases of our Matradee L robot.
On November 24, 2025, we began deploying 16 robotic units according to the first SOW executed under this MSA. 16 In January 2023, we executed an MSA with a major hotel brand with over 5,000 properties worldwide (the “Hotel MSA”) for purchases of our Matradee L robot.
These restaurants will be directly managed by the Company’s subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations through robotics and AI cloud technology.
These restaurants will be directly managed by the Company’s subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations through robotics and AI cloud technology. As of the date of this Report, two locations have been opened, in Rockford, Illinois and Peachtree, Georgia.
We require all prospective suppliers to sign confidentiality agreements before discussing details of the products and parts requirements. The procurement team performs a comprehensive comparison of suppliers based on product specifications, reputation, delivery cycle, price and other factors. Through this process, we identify a preferred supplier and two alternative suppliers as backup.
The procurement team performs a comprehensive comparison of suppliers based on product specifications, reputation, delivery cycle, price and other factors. Through this process, we identify a preferred supplier and two alternative suppliers as backup. Once suppliers are confirmed and contracted, we move to the next step.
ADAM is able to provide a wider array of food and beverage choices to customers. Our Operations The Company is organized in a functional structure with sales, marketing, tech support, customer service, product development, creative design, manufacturing, procurement, accounting, and administration departments. Executive decisions are communicated to department managers to execute.
Dex is designed to carry out the specific complex industrial workflows for end-users today. Our Operations The Company is organized in a functional structure with sales, marketing, tech support, customer service, product development, creative design, manufacturing, procurement, accounting, and administration departments. Executive decisions are communicated to department managers to execute.
In September 2022, we entered into an MSA with one of the top casino companies in the United States (the “Gaming MSA”), for the purchase of our Matradee L and other robots. As of the date of this Report, we have recognized $344,270 in revenue under this MSA. $328,411 is reflected in our financials as of September 30, 2024.
In September 2022, we entered into an MSA with one of the top casino companies in the United States (the “Gaming MSA”), for the purchase of our Matradee L and other robots.
Customer facing departments which include sales, marketing, tech support, and customer service utilize a variety of technology tools to keep clear customer records and respond to customer requests. These tools include Hubspot CRM, ClickUp, Apollo.io, Jotform, and Google Workspace. Hubspot is used as the preferred CRM for sales recordkeeping.
Customer facing departments which include sales, marketing, tech support and customer service utilize a variety of technology tools to keep clear customer records and respond to customer requests. These tools include Hubspot CRM, Jotform, and Google Workspace. Internal departments which include procurement, manufacturing and accounting are overseen by the Chief Financial Officer.
During the development process, we leveraged generative AI technology to optimize efficiency and utilized NVIDIA’s ISAAC simulation training platform to enhance the efficiency of robot installation and deployment in various commercial environments. In addition to ADAM, the dual-arm robot, we have developed a single-arm robot, Scorpion, designed for more compact and lightweight applications compared to ADAM.
In 2025, we have continued to upgrade and iteratively develop ADAM. During the development process, we leveraged generative AI technology to optimize efficiency and utilized NVIDIA’s ISAAC simulation training platform to enhance the efficiency of robot installation and deployment in various commercial environments.
It has also gotten costlier to attract good talent. ● Rising Cost of Raw Materials: Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components.
Labor has also gotten generally costlier, and the AI space is competitive when it comes to attracting talent. ● Rising Cost of Raw Materials: Under the current economic and political environment, inflationary pressures are a concern as it is difficult to make reliable projections for the cost of product and components.
These competitors are listed in the next section. ● Customer Education and Adoption: Since service robotics is still very new, customers are slow to make decisions and must go through a testing process to ensure the robots work for their business.
These competitors are listed in the next section. ● Customer Education and Adoption: AI enabled robotic solutions are still very new to many people, and customers sometimes lack understanding of the products capabilities and must go through a testing process to ensure the robots work for their business.
To this end, we have a full in-house design team that provide customers with custom wrap designs, graphical user interfaces (GUIs), creates 3D renderings of buildouts, and promotional materials for their staff and customers. Suppliers (Materials, Products and Other Supplies) Richtech has more than 20 major suppliers primarily located in the United States and China.
To this end, we have a full in-house design team that provide customers with custom wrap designs, graphical user interfaces (GUIs), creates 3D renderings of buildouts and promotional materials for their staff and customers. 12 Suppliers (Materials, Products and Other Supplies) For the fiscal year ended September 30, 2025, our top five suppliers collectively accounted for approximately 65% of our total procurement.
Potential distributors are asked to provide evidence of strong sales revenue, adequate technical support capabilities, and a list of customers they will be approaching with our product. Distributors are only certified once we find that their customer base is a good fit for our products and they have the capabilities to represent our brand.
Companies that wish to become our distributors or resellers must provide evidence they have the technical know-how and financial capability to effectively represent our brand. Potential distributors are asked to provide evidence of strong sales revenue, adequate technical support capabilities, and a list of customers they will be approaching with our product.
Through these partnerships, we plan to deepen our understanding of the markets we serve and develop new high-value solutions that are tailored to customer needs. In the long run, this approach will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges and deliver greater value to our customers.
In the long run, we believe this approach will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges and delivers greater value to our customers. ● Launch and scale our robotics franchise brand.
Many of these businesses have either restaurants or have restaurants-like businesses so the primary task the robot performs is delivering food from the kitchen to the tables, and bussing dirty dishes back to the dishpit.
Many of these businesses have either restaurants or food service operations, so the primary task that the robot performs is delivering food from the kitchen to the tables and bussing dirty dishes back to the kitchen. ADAM is a dual-arm, AI-powered service robot developed to revolutionize beverage preparation and customer interaction in hospitality and retail environments.
Our Competitive Strengths We believe we are one of the current leaders in the service robotics market for the following reasons: ● First Mover Advantage: The nonindustrial service robotics market has no clearly defined market leader.
These initiatives are currently in various stages of planning and discussions, but no formal agreements have been executed yet. 6 Our Competitive Strengths We believe we are one of the current leaders in the embodied AI robotics industry for the following reasons: ● First Mover Advantage: The commercial service robotics market has no clearly defined market leader.
As businesses expand their adoption of robotic solutions throughout their operations, the ACP allows simple and easy implementation of new robotic workflows. 16 For delivery robots, we have focused on developing and refining hardware, software features, and workflows to suit specific needs in blue ocean verticals.
For delivery robots, we have focused on developing and refining hardware, software features, and workflows to suit specific needs in blue ocean verticals.
We remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing at a pace ahead of our competitors, and capturing maximum market share in the emerging service robotics industry. In 2024, we have continued to upgrade and iteratively develop ADAM.
Our R&D efforts in 2025 primarily focused on developing and testing innovative solutions tailored to various market verticals for our humanoid and AMR robotic platforms. We remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing at a pace ahead of our competitors, and capturing maximum market share in the emerging service robotics industry.
Therefore, currently have to rely on local third-party resources which are costlier. ● Labor Shortage: Even though we are a robotics company, we are not immune to the labor shortage. It has been challenging to staff certain technical and non-technical positions.
This slows down the sales process of products and bottlenecks revenue. ● Labor Shortage: Even though we are a robotics company, we are not immune to the labor shortage. It has been challenging to staff certain technical and non-technical positions.
We provide nationwide installation, shipping, maintenance, and warranty services. Shipping and installation are coordinated with the client by our customer service and technician teams. Maintenance services are provided for customers to prolong the longevity of the robots including onsite assistance as needed.
Customer Services As a company, we place strong emphasis on providing a positive customer experience for the client and their customers. We provide nationwide installation, shipping, maintenance and warranty services. Shipping and installation are coordinated with the client by our customer service and technician teams.
We expect that ADAM will be serving hundreds of real customers every day before Flippy gets out of development and testing. ● Cafe X Technologies, Inc.: A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the San Francisco airport and one inside a museum in Dubai.
ADAM is able to offer a wider array of food and beverage choices to customers while providing a more memorable experience. ● Cafe X Technologies, Inc. : A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the San Francisco airport and one inside a museum in Dubai.
The primary use case for the S is in open commercial spaces such as lobbies of hotels and more challenging surfaces such as those of restaurants where there may be food debris and spills. The S utilizes a high-power vacuum and multi-roller system that categorizes the debris it picks up for a one-pass cleaning efficiency.
The S model is designed for medium sized environments under 100,000 square feet. The primary use case for the S is in open commercial spaces such as lobbies of hotels and more challenging surfaces such as those of restaurants where there may be food debris and spills.
Together with our technology advantage, business experience advantage, and operational efficiency advantage, we can execute on aggressive expansion plans in nascent markets with relatively low risk. ● Reliable Technology: Our reliable AI navigation and obstacle recognition algorithms provides our robots with what we believe is best-in-class reliability and performance.
Together with our technological expertise in building and training embodied AI systems, we can execute aggressive expansion plans in nascent markets with relatively low risk. ● Reliable Technology: Our advanced AI algorithms provide our robots with what we believe is best-in-class reliability and performance. The combination of advanced sensors and redundant obstacle avoidance protocols makes our robots safe and intelligent.
Heading into fiscal year 2025, we are focused on executing expansion into additional market sectors beyond hospitality. We will focus on market sectors where robotic-assisted operations present a very strong ROI equation with low deployment complexity. The goal will be maximizing the number of robots deployed under the RaaS model in 2025.
Heading into fiscal year 2026, we are focused on executing expansion into additional market sectors with a specific focus on manufacturing and logistics, as well as developing markets where automation has not traditionally been explored. The focus will be on applications where robotic-assisted operations present a very strong ROI equation with low deployment complexity.
In addition, a number of data protection laws impact, or may impact, the manner in which we collect, process and transfer personal data. U.S. laws that have been applied to protect user privacy (including laws regarding unfair and deceptive practices) may be subject to evolving interpretations or applications in light of privacy developments.
U.S. laws that have been applied to protect user privacy (including laws regarding unfair and deceptive practices) may be subject to evolving interpretations or applications in light of privacy developments. Compliance with enhanced data protection laws requires additional resources and efforts, and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary fines and costs.
The Common Warrants are exercisable immediately on the date of issuance at an exercise price of $1.35 per share and will expire five years from the date of issuance. The Offering closed on September 3, 2024.
The Inducement Warrants have an exercise price of $4.00 per share, are immediately exercisable and will be exercisable for five years from the date of issuance.
As of the date of this Report, two locations have been secured, one of which is anticipated to be opened in early 2025. 21 Government Regulation Our operations are subject to numerous governmental laws and regulations, including those governing antitrust and competition, the environment, collection, recycling, treatment and disposal of covered electronic products and components.
Government Regulation Our operations are subject to numerous governmental laws and regulations, including those governing antitrust and competition, the environment, collection, recycling, treatment and disposal of covered electronic products and components. In addition, a number of data protection laws impact, or may impact, the manner in which we collect, process and transfer personal data.
Matradee was designed to have a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip. The robot is designed to be extremely stable so that it can carry wine glasses and delicate food items without spilling.
Typically, a Matradee can perform over 1,000 deliveries per month in a busy restaurant. Matradee was designed to have a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip.
The companies which pose the greatest competitive challenges to us, by product line, are listed below: ● Matradee ● Bear Robotics, Inc.: Bear Robotics, based in Redwood City, California, offers the Servi robot. This robot is a round restaurant robot that is smaller, costlier to own, and less reliable than our Matradee.
Competition The U.S. embodied AI robotics industry is still very new so there are only a limited number of competitors for each of our target markets. 9 The companies which pose the greatest competitive challenges to us, by product line, are listed below: ● Matradee ● Bear Robotics, Inc. : Bear Robotics, based in Redwood City, California, offers the Servi robot.
Maintenance visits typically encompass an overall health check on the robot, removal of debris and cleaning, edits to mapping or settings, and training of client staff. For warranty claims, our customer service department works with the customer to verify the validity of the warranty claim, and if valid, schedules for the exchange of the robot as quickly as possible.
Maintenance services are provided for customers to prolong the longevity of the robots including onsite assistance as needed. Maintenance visits typically encompass an overall health check on the robot, removal of debris and cleaning, edits to mapping or settings, and training of client staff.
Sales teams will be guided by specific KPIs and sales goals aimed to achieve high quantity robot deployments.
Sales teams shall be guided by specific quantitative KPIs and sales goals aimed at maximizing robot deployment quantities.
Tennent does not provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces.
Tennent does not provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces. ● ADAM and Scorpion ● Miso Robotics Inc. : Miso Robotics produces a robotic food restaurant automation robot, Flippy. Flippy is primarily designed to perform deep frying in fast food restaurants.
Pivot to Raas Business Model In fiscal year 2025, we are moving to a RaaS business model for the majority of our mainstream robot solutions. The Robot-as-a-Service model offers a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech and our customers.
The RaaS model offers a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech and our customers. RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles.
We currently have 12 certified distributors operating in the U.S., 35 certified independent sales agents, and an internal enterprise sales team of 5. Third, we build and retain a professional internal enterprise sales force that is creative, driven, and believes in the mission and values of the company.
Distributors are only certified once we find that their customer base is a good fit for our products and they have the capabilities to represent our brand. Third, we build and retain a professional internal enterprise sales force that is creative, driven, and believes in the mission and values of the company.
We continue to work closely with our customers to understand problems from their perspective and develop solutions that maximize the value of our AMRs in their business case. The rapid evolution of artificial intelligence, particularly in real-time image and voice processing, continues to redefine the capabilities of modern robotics.
We continue to work closely with our customers to understand problems from their perspective and develop solutions that maximize the value of our AMRs in their business case. 13 In 2025, the Company has also focused on the development of AI training capabilities, with a strong focus on generating standardized robotic datasets.
For example, Matradee will transport food from the kitchen to the table where a waiter can come by and serve the guests. The waiter could then load the Matradee with dirty plates and send it to the dish washing zone in the kitchen. This keeps the waiter on the floor serving guests and reduces physical stress on the waiter.
The waiter could then load the Matradee with dirty plates and send it to the dishwashing zone in the kitchen. This keeps the waiter on the floor serving guests and reduces physical stress on the waiter. The robot is designed to operate in narrow and busy environments, navigating around tables and people to get to its destination.
Clients come from four main sources: one is our inbound website and phone line from online marketing, the second is outbound sales activity such as via emails, phone calls, LinkedIn, door-knocking, the third is through conventions and networking, the fourth being referrals and word-of-mouth.
The goal will be to continue to increase the number of robots deployed under the RaaS model. Clients come from four main sources: (1) our inbound website and phone line, (2) referrals, (3) paid conventions and (4) outbound sales activity such as via emails, phone calls and LinkedIn.
The ACP will prioritize and manage the movement of our AMRs inside these buildings, avoiding congested areas and continuously learning how to optimize travel from point A to point B. 9 ● Broad Product Offerings and Synergies: Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to deploy depending on a client’s needs.
Together, we believe this experience positions Richtech as a market-defining leader in robotic design and deployment. ● Broad Product Offerings and Synergies: Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to deploy depending on a client’s needs.
These technological trends underscore our commitment to integrating cutting-edge AI solutions into our product offerings, ensuring our robots remain at the forefront of innovation. Production/Manufacturing Our product manufacturing process starts with finding suitable suppliers. The company’s internal product development and procurement teams will search for suppliers according to technical requirements and consultation with existing suppliers.
Dex will continue to be the development priority into fiscal 2026. Production/Manufacturing Our product manufacturing process starts with finding suitable suppliers. The Company’s internal product development and procurement teams will search for suppliers according to technical requirements and consultation with existing suppliers. We require all prospective suppliers to sign confidentiality agreements before discussing details of the products and parts requirements.
We believe that we maintain a good working relationship with our employees and to date, we have not experienced any labor disputes.
As of September 30, 2025, our U.S. employees were located across multiple states, including approximately 47 employees in Nevada, 2 employees in California, 3 employees in New York, 2 employees in Texas, and one employee in Illinois. We believe that we maintain a good working relationship with our employees and, to date, we have not experienced any labor disputes.
While Pudu robots are cheaper, they only operate in the United States through a distributor network and have no direct customer support or service network. ● Medbot ● Savioke, Inc.: Founded in 2014, their Relay robot performs similar room service delivery tasks as Medbot. However, their robot has continued to face technical challenges which has stifled their growth.
While Pudu robots are generally cheaper, they only operate in the United States through a distributor network and have no direct customer support or dedicated service network. ● Titan ● Pudu Technology Inc. : Pudu is a robotics company based out of China that manufactures a variety of delivery robots.
June 24, 2024 Pending Trademarks Trademark Application Number Status Jurisdiction RICHTECH 90869957 Registered U.S. RICHTECH ROBOTICS 97553162 Registered U.S. ADAM 97734824 Pending U.S. CLOUFFEE 97834429 Pending U.S. CLOUFFEE & TEA 98418565 Pending U.S. BREW BEAR 98705998 Pending U.S.
January 11, 2024 Pending 29/924,731 Powder Mixer U.S. January 19, 2024 Pending 29/924,728 Mixer U.S. January 19, 2024 Pending Trademarks MARK TYPE APPLICATION NO. STATUS JURISDICTION RICHTECH ROBOTICS Logo 97553162 Registered U.S. RICHTECH ROBOTICS Standard Character 97553149 Registered U.S. RICHTECH Logo 90869957 / 87884066 Registered U.S. ADAM Standard Character 97734824 Pending U.S. CLOUFFEE & TEA Logo 98418565 Registered U.S.
The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive vinyl tiles.
The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive flooring materials including vinyl tile surfaces Designed for heavy-duty cleaning, the MX comes with a 30-gallon water tank, weighs over 600 pounds and provides a brush pressure of 13.2g/cm 2 .
Additional AI camera systems allow for new features such as gesture and face recognition. These additional features, along with the smaller footprint, provide a more intimate experience for guests. Scorpion also has the unique ability to personalize any traditional cocktail recipe.
These additional features, along with the smaller footprint, are designed to provide a more intimate experience for guests. Scorpion also has the ability to craft a unique cocktail for each customer based on input from the customer (e.g. what mood they are in) and information collected through Scorpion’s sensors.
We utilize a selection of freight carriers including FedEx, TrumpCard, and Pegasus Logistics Group among others for shipping. Tracking information and freight costs are uploaded into our system by the logistics team to ensure this data is readily available if needed.
Tracking information and freight costs are uploaded into our internal digital system by the logistics team to ensure this data is readily available when needed. Research and Development In fiscal years 2025 and 2024, we spent $2,432 thousand and $2,021 thousand, respectively, on R&D.
This reliance on third parties increases the risk that we will not have sufficient quantities of our products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.” Marketing and Sales, Distribution and Logistics Our sales strategies aim to scale revenue as quickly as possible without relying on high expenditure of capital or human resources.
Marketing and Sales, Distribution and Logistics Our sales strategies aim to scale revenue as quickly as possible without relying on high expenditure of capital or human resources. These strategies involve forming relationships, leveraging partner resources and finding the most effective methods to grow revenue.
The S comes with a number of advanced features including a charging station, scheduled cleaning functions, and precise localization that brings down the wall gap to just three centimeters. Future models are expected to include an AI driven categorization system that adjusts the cleaning routine according to the type and intensity of the mess being cleaned.
The S utilizes a high-power vacuum and multi-roller system designed to support efficient one-pass cleaning performance The S comes with many integrated features, including an automatic charging station, scheduled cleaning functions and high-precision localization that brings down the wall gap to approximately three centimeters.
The forms of the Purchase Agreement, the Pre-Funded Warrant, the Common Warrant, and the Placement Agent Warrant are filed as Exhibits 10.17, 4.3, 4.4, and 4.5, respectively, to this Report. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
The foregoing description of the Purchase and Sale Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.14 to this Report and is incorporated herein by reference.
December 13, 2021 Published 29790385 SERVICE ROBOT U.S. November 24, 2021 Published 29790387 CLEANING ROBOT U.S. November 24, 2021 Pending 17817639 AUTONOMOUS CLEANING ROBOT SYSTEM AND METHOD U.S. August 4, 2022 Published 29846011 VENDING MACHINE ASSEMBLY FOR AN AUTONOMOUS DELIVERY ROBOT U.S. July 12, 2022 Pending 29791849 CLEANING ROBOT U.S.
November 24, 2021 Issued US11975656B2 Tray Stabilizer System for Food Delivery Robots U.S. December 13, 2021 Issued USD1039580S1 Vending Machine Assembly For An Autonomous Delivery Robot U.S. July 12, 2022 Issued USD1090655S Gripper for a Robotic Arm U.S. June 24, 2024 Issued USD1090656S Gripper for a Robotic Arm U.S. June 24, 2024 Issued 29/908,343 Single Arm Robot U.S.
Over the last two years, we have exhibited at national conferences such as the Consumer Electronics Show (CES), National Restaurant Association Show, Future Travel Experience Global, Leading Age Annual Expo, Leading Age Leadership Conference, National Restaurant Association Leadership Conference, and the Bar and Restaurant Exhibition.
Over the last two years, we have exhibited at national conferences such as the Consumer Electronics Show (CES), Nvidia GPU Technology Conference, and National Restaurant Association Convention. Order processing and logistics is managed internally. We currently have five people on our sales team. The sales team earns a sales commission on top of base salary and bonuses.
In many cases, we do not have long-term supply agreements with these suppliers. Instead, our contract manufacturers typically purchase the components required to manufacture our products on a purchase order basis.
We rely on sole-source suppliers for certain critical components, such as batteries and robot arm. We generally do not have long-term supply agreements with these suppliers; instead, components are typically secured on a purchase order basis. This reliance creates risks regarding supply availability and pricing.
As of the date of this Report, the Investors have exercised Common Warrants for an aggregate of 9,788,278 shares of Class B common stock, for aggregate proceeds of approximately $13.2 million.
As of September 30, 2025, the Company sold an aggregate of 6,282,472 shares of Class B common stock under the September ATM Agreement, for aggregate proceeds of approximately $26.8 million.
We expect to expand this business with additional franchisees through fiscal year 2025. These locations will be in addition to our corporate owned robotic restaurant locations in Walmarts around the country. All restaurant operations will be done through our subsidiary hospitality management company, Alphamax Management LLC.
Our first robotic franchise location opened in early 2025 in Las Vegas for our Clouffee & Tea Robotic restaurant brand. We have identified several additional sites and are preparing to open more stores through a combination of corporate-owned and franchise-operated locations. All restaurant operations will be done through our subsidiary hospitality management company, Alphamax Management.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class B common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. 33 We intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Biggest changeWe could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Class B common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
In the course of expanding our international operations and operating overseas, we will be subject to a variety of risks, including: ● differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions; ● greater difficulty supporting and localizing our products; ● challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits and compliance programs; ● differing legal and court systems, including limited or unfavorable intellectual property protection; ● risk of change in international political or economic conditions; ● restrictions on the repatriation of earnings; and ● working capital constraints. 24 We continue to implement strategic initiatives designed to grow our business.
In the course of expanding our international operations and operating overseas, we will be subject to a variety of risks, including: ● differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions; ● greater difficulty supporting and localizing our products; ● challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits and compliance programs; ● differing legal and court systems, including limited or unfavorable intellectual property protection; ● risk of change in international political or economic conditions; ● restrictions on the repatriation of earnings; and ● working capital constraints. 20 We continue to implement strategic initiatives designed to grow our business.
This could adversely affect our relationships with our customers and partners and could cause delays in shipment of our products and adversely affect our operating results. 26 Components used in our sensors may fail as a result of manufacturing, design or other defects over which we have no control and render our devices permanently inoperable.
This could adversely affect our relationships with our customers and partners and could cause delays in shipment of our products and adversely affect our operating results. Components used in our sensors may fail as a result of manufacturing, design or other defects over which we have no control and render our devices permanently inoperable.
While such contracts typically give us multiple remedies for addressing instances of infringements, such remedies (e.g. product modification, purchase of licenses) could be expensive and difficult to administer. 29 Risks Related to Compliance We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing, distribution, servicing, or use of its products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if it is unable to modify its products to comply.
While such contracts typically give us multiple remedies for addressing instances of infringements, such remedies (e.g. product modification, purchase of licenses) could be expensive and difficult to administer. 25 Risks Related to Compliance We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing, distribution, servicing, or use of its products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if it is unable to modify its products to comply.
It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations. 31 Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.
It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations. 27 Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.
We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities. 30 As we increase our international cross-border business and expand our operations abroad, we may continue to engage with business partners and third-party intermediaries to market our services and to obtain necessary permits, licenses and other regulatory approvals.
We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities. 26 As we increase our international cross-border business and expand our operations abroad, we may continue to engage with business partners and third-party intermediaries to market our services and to obtain necessary permits, licenses and other regulatory approvals.
A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company and could cause purchasers of our common shares to incur substantial losses. 36 The dual-class structure of our common stock has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions, including a change in control.
A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company and could cause purchasers of our common shares to incur substantial losses. 32 The dual-class structure of our common stock has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions, including a change in control.
Our products incorporate certain components from sole source suppliers, and if our contract manufacturers are unable to source these components on a timely basis, due to fabrication capacity issues or other material supply constraints, or if there are interruptions in our, or our contract manufacturers’, relationships with these third-party suppliers, we may not be able to deliver our products to our distributors and customers, which may adversely impact our business.
Some of our products incorporate certain components from sole source suppliers, and if our contract manufacturers are unable to source these components on a timely basis, due to fabrication capacity issues or other material supply constraints, or if there are interruptions in our, or our contract manufacturers’, relationships with these third-party suppliers, we may not be able to deliver our products to our distributors and customers, which may adversely impact our business.
If there is pushback against the adoption of robotics in everyday commercial applications, then this market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow the business. 22 We operate in an emerging industry that is subject to rapid technological change and will experience increasing competition.
If there is pushback against the adoption of robotics in everyday commercial applications, then this market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow the business. 18 We operate in an emerging industry that is subject to rapid technological change and will experience increasing competition.
If our products are not selected by these large corporations or if these corporations decide to go with a competitor, it will have an adverse effect on our business. 23 We must successfully manage product introductions and transitions in order to remain competitive. We must continually develop new and improved robotic solutions that meet changing consumer demands.
If our products are not selected by these large corporations or if these corporations decide to go with a competitor, it will have an adverse effect on our business. 19 We must successfully manage product introductions and transitions in order to remain competitive. We must continually develop new and improved robotic solutions that meet changing consumer demands.
In addition, it may be difficult to evaluate our business because many of the other companies that offer the same or a similar range of solutions, products and services as us also have limited operating histories and evolving businesses. 32 If we were to lose the services of members of our senior management team, we may not be able to execute our business strategy.
In addition, it may be difficult to evaluate our business because many of the other companies that offer the same or a similar range of solutions, products and services as us also have limited operating histories and evolving businesses. 28 If we were to lose the services of members of our senior management team, we may not be able to execute our business strategy.
We cannot predict or estimate the amount of additional costs we may incur as a result of continuing to be a public company or the timing of such costs. 34 Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism.
We cannot predict or estimate the amount of additional costs we may incur as a result of continuing to be a public company or the timing of such costs. 30 Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism.
Our ability to raise capital to continue to fund operations by selling shares of our Class B common stock and our ability to acquire other companies or technologies by using shares of our Class B common stock as consideration may also be impaired. 35 The market price and trading volume of our Class B common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.
Our ability to raise capital to continue to fund operations by selling shares of our Class B common stock and our ability to acquire other companies or technologies by using shares of our Class B common stock as consideration may also be impaired. 31 The market price and trading volume of our Class B common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.
Risks Related to Our Industry and Business We operate in an emerging market, which make it difficult to evaluate our business and prospects. If markets for service robotics develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.
Risks Related to Our Industry and Business We operate in an emerging market, which makes it difficult to evaluate our business and prospects. If markets for service robotics develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.
The loss of employees or the inability to hire additional skilled employees as necessary to support the growth of our business and the scale of our operations could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business. 27 We believe a critical component to our success and our ability to retain our best people is our culture.
The loss of employees or the inability to hire additional skilled employees as necessary to support the growth of our business and the scale of our operations could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business. 23 We believe a critical component to our success and our ability to retain our best people is our culture.
The market price of our Class B common stock is affected by a variety of factors, including but not limited to: ● analyst reports that may be published about our company or our industry; ● our ability to execute our anticipated business plans and strategy; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● our ability to obtain additional capital which will be necessary to continue our business and operations; ● changes in financial or operational estimates or projections; ● changes in the economic performance or market valuations of companies similar to ours; ● the impact of pandemics, inflation, war, other hostilities and other disruptive events on our business or that of our customers, partners, and supply chain or on the global economy; and ● our ability to comply with the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and maintain our listing on Nasdaq.
The market price of our Class B common stock is affected by a variety of factors, including but not limited to: ● analyst reports or short seller reports that may be published about our company or our industry; ● our ability to execute our anticipated business plans and strategy; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● our ability to obtain additional capital which will be necessary to continue our business and operations; ● changes in financial or operational estimates or projections; ● changes in the economic performance or market valuations of companies similar to ours; ● the impact of pandemics, inflation, war, other hostilities and other disruptive events on our business or that of our customers, partners, and supply chain or on the global economy; and ● our ability to comply with the continued listing requirements of Nasdaq and maintain our listing on Nasdaq.
Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our devices and could harm our business. 28 The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain patent applications and issued patents.
Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our devices and could harm our business. 24 The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain patent applications and issued patents.
Our product offerings compete in a broad competitive landscape that include incumbent actors, and emerging players in the service robotics space, particularly in the cleaning and indoor delivery automation. Our competitor base may develop new technologies or products that provide superior features or are less expensive than our products.
Our product offerings compete in a broad competitive landscape that includes incumbent actors, and emerging players in the service robotics space, particularly in the cleaning and indoor delivery automation. Our competitor base may develop new technologies or products that provide superior features or are less expensive than our products.
In addition, the trading price and trading volume of our Class B common stock has very recently and at certain other times in the past exhibited, and may continue to exhibit, extreme volatility, including within a single trading day. Such volatility could cause purchasers of our Class B common stock to incur substantial losses.
In addition, the trading price and trading volume of our Class B common stock has at certain other times in the past exhibited, and may continue to exhibit, extreme volatility, including within a single trading day. Such volatility could cause purchasers of our Class B common stock to incur substantial losses.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules, as our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially owns over 50% of the total voting power of our issued and outstanding shares of common stock as of the date of this Report.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules, as our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially owns over 50% of the total voting power of our issued and outstanding shares of common stock as of the date of the Original Report.
In particular, each of our Chief Executive Officer and co-founder, Zhenwu Huang, Chief Financial Officer and co-founder, Zhenqiang Huang, and Chief Operations Officer, Phil Zheng, President, Matt Casella, is critical to our overall management, as well as the continued development of our robotics technology, our culture and our strategic direction.
In particular, each of our Chief Executive Officer and co-founder, Zhenwu Huang, Chief Financial Officer and co-founder, Zhenqiang Huang, and Chief Operations Officer, Phil Zheng is critical to our overall management, as well as the continued development of our robotics technology, our culture and our strategic direction.
We depend on sole source suppliers for certain components in our products, such as batteries and touchscreens. We have strategically chosen to sole source some of our supplies in order to ensure the best quality at the best prices.
We depend on sole source suppliers for certain components in our products, such as batteries and robotic arm. We have strategically chosen to sole source some of our supplies in order to ensure the best quality at the best prices.
Our Chief Executive Officer and co-founder, Zhenwu Huang, and our Chief Financial Officer and co-founder, Zhenqiang Huang, beneficially own an aggregate of approximately 81.02% of the voting power of our outstanding shares of common stock as of September 30, 2024, and as such, these stockholders, individually or together, may be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our articles of incorporation, as amended, and any merger or other major corporate transactions that require stockholder approval.
Our Chief Executive Officer and co-founder, Zhenwu Huang, and our Chief Financial Officer and co-founder, Zhenqiang Huang, beneficially own an aggregate of approximately 66% of the voting power of our outstanding shares of common stock as of January 20, 2026, and as such, these stockholders, individually or together, may be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our articles of incorporation, as amended, and any merger or other major corporate transactions that require stockholder approval.
Even if we are able to establish agreements with third-party manufacturers/suppliers, reliance on third-party manufacturers/suppliers entails additional risks, including: ● failure of third-party manufacturers/suppliers to comply with regulatory requirements and maintain quality assurance; ● breach of the manufacturing/supply agreement by the third party; ● failure to manufacture/supply our product according to our specifications; ● failure to manufacture/supply our product according to our schedule or at all; ● misappropriation of our proprietary information, including our trade secrets and know-how; and ● termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us. 25 If our current or future third-party manufacturers/suppliers cannot perform as agreed, we may be required to replace such manufacturers/suppliers and we may be unable to replace them on a timely basis or at all.
Even if we are able to establish agreements with third-party manufacturers/suppliers, reliance on third-party manufacturers/suppliers entails additional risks, including: ● failure of third-party manufacturers/suppliers to comply with regulatory requirements and maintain quality assurance; 21 ● breach of the manufacturing/supply agreement by the third party; ● failure to manufacture/supply our product according to our specifications; ● failure to manufacture/supply our product according to our schedule or at all; ● misappropriation of our proprietary information, including our trade secrets and know-how; and ● termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.
Our ability to use our net operating loss carryforwards may be limited. As of September 30, 2024, we had $6,780 thousand U.S. federal net operating loss carryforwards.
Our ability to use our net operating loss carryforwards may be limited. As of September 30, 2025, we had $18,694 thousand U.S. federal net operating loss carryforwards.
Our Class B common stock has one (1) vote per share, and our Class A common stock has ten (10) votes per share. Our issued and outstanding share capital consisted of 39,934,846 shares of Class A common stock and 72,117,398 shares of Class B common stock as of January 10, 2025.
Our Class B common stock has one (1) vote per share, and our Class A common stock has ten (10) votes per share. Our issued and outstanding share capital consisted of 39,934,846 shares of Class A common stock and 175,161,127 shares of Class B common stock as of January 20, 2026.
We anticipate that we will continue to incur expenses for the foreseeable future as we continue to advance our products and services, expand our corporate infrastructure, including the costs associated with being a public company and further our research and development initiatives for our products.
While we are near profitability today, we intend to expand operations outside the United States and continue to invest in the research and development of our products We anticipate that we will continue to incur expenses for the foreseeable future as we continue to advance our products and services, expand our corporate infrastructure, including the costs associated with being a public company and further our research and development initiatives for our products.
We are subject to all of the risks typically related to the development of robotics, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We believe that our existing cash will fund our current operating plans through at least the next twelve months.
We are subject to all of the risks typically related to the development of robotics, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.
We have a global supply chain and global pandemics, the military conflicts in Ukraine and in the Middle East and other macroeconomic factors may adversely affect our ability to source components in a timely or cost-effective manner from our third-party suppliers due to, among other things, work stoppages or interruptions.
Our reliance on sole source suppliers involves a number of additional risks, including risks related to: ● supplier capacity constraints; ● price increases; ● timely delivery; ● component quality; and ● delays in, or the inability to execute on, a supplier roadmap for components and technologies. 22 We have a global supply chain and global pandemics, the military conflicts in Ukraine and in the Middle East and other macroeconomic factors may adversely affect our ability to source components in a timely or cost-effective manner from our third-party suppliers due to, among other things, work stoppages or interruptions.
The economy is currently experiencing a labor shortage and we will need to hire additional qualified personnel to effectively implement our strategic plan, and if we are unable to attract and retain highly qualified employees, we may not be able to continue to grow our business.
We may need to hire additional qualified personnel to effectively implement our strategic plan, and if we are unable to attract and retain highly qualified employees, we may not be able to continue to grow our business. Our ability to compete and grow depends in large part on the efforts and talents of our employees.
If some investors find our Class B common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class B common stock and the price of our Class B common stock may be more volatile.
If some investors find our Class B common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Class B common stock and the price of our Class B common stock may be more volatile. 29 We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
As competition with other companies increases, we may incur significant expenses in attracting and retaining high quality software and hardware engineers and other employees.
Our employees, particularly engineers and other product developers, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. As competition with other companies increases, we may incur significant expenses in attracting and retaining high quality software and hardware engineers and other employees.
Our business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders. While we are near profitability today, we intend to expand operations outside the United States and continue to invest in the research and development of our AI Cloud Platform.
Our business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders.
As a result, you may not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. We incur significantly increased costs as a result of and devote substantial management time to operating as a public company.
As a result, you may not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. We have identified a material weakness in our internal control over financial reporting as of September 30, 2025.
During the period from January 1, 2024 to the date of this Report, the trading price of our Class B common stock has fluctuated from an intra-day high of $12.29 on January 24, 2024 to an intra-day low of $0.30 on August 6, 2024.
The market price and trading volume of our Class B common stock has fluctuated widely. During the fiscal year of 2025, the trading price of our Class B common stock has fluctuated from an intra-day high of $7.43 on October 7, 2025 to an intra-day low of $0.52 on November 15, 2024.
Any of these events could have an adverse impact on our business, financial condition and results of operations. Risks Related to Our Intellectual Property If we fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.
Any such disruption to international trade could result in substantial recovery time, increased operating costs to reestablish supply chains, and the loss of significant sales. Risks Related to Our Intellectual Property If we fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.
Removed
We anticipate that we will need additional funding in connection with our continuing operations after twelve months.
Added
If our current or future third-party manufacturers/suppliers cannot perform as agreed, we may be required to replace such manufacturers/suppliers and we may be unable to replace them on a timely basis or at all.
Removed
Our reliance on sole source suppliers involves a number of additional risks, including risks related to: ● supplier capacity constraints; ● price increases; ● timely delivery; ● component quality; and ● delays in, or the inability to execute on, a supplier roadmap for components and technologies.
Added
Any of these events could have an adverse impact on our business, financial condition and results of operations. The Company’s business can be impacted by political events, trade and other international disputes, geopolitical tensions, conflicts, and other business interruptions.
Removed
Our ability to compete and grow depends in large part on the efforts and talents of our employees. Our employees, particularly engineers and other product developers, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees.
Added
Political events, trade restrictions, tariffs, international disputes, geopolitical tensions, armed conflict, and other business disruptions may have a material adverse effect on the Company and its customers, employees, suppliers, contract manufacturers, logistics providers, distributors, and other channel partners. A significant portion of the Company’s operations depends on the importation of manufactured components from China.
Removed
We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
Added
Heightened geopolitical tensions, tariffs and other trade disputes between the United States and China could adversely impact component availability, manufacturing capacity, procurement costs, and delivery timelines for the Company’s robotic products.
Removed
The market price and trading volume of our Class B common stock has fluctuated widely since the beginning of the calendar year.
Added
In the event of an armed conflict involving China or a material escalation of trade restrictions or tariffs, trade between the United States and China could be severely limited or suspended, which could prevent the Company from delivering products to customers for a prolonged period or indefinitely if suitable alternative suppliers are not available.
Removed
See “Principal Stockholders” Our existing stockholders, including Zhenwu Huang and Zhenqiang Huang, individually or together, may vote in a way with which you disagree and which may be adverse to your interests.
Added
We intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Removed
This concentrated voting power may, by changing the directors of the Company, have the ultimate effect of delaying, preventing or deterring a change in control of our Company, could deprive our stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our company and might ultimately materially and adversely affect the market price of our Class B common stock.
Added
If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Removed
Future transfers by the holders of shares of Class A common stock may result in those shares converting into shares of Class B common stock.
Added
We have identified a material weakness in our internal controls over financial reporting as of September 30, 2025 relating to the design and consistent operation of certain entity-level and process-level controls supporting complex accounting judgments and transaction processing. These controls support, among other areas, inventory accounting, revenue recognition, investments, intangible assets, and certain payroll-related processes.
Removed
Each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but Class B common stock shall not be convertible into Class A common stock under any circumstances.
Added
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Removed
However, as long as at least 7,211,740 shares of Class A common stock remain outstanding, and without giving effect to any future issuances, the holders of our Class A common stock will hold a majority of the outstanding voting power and will continue to control the outcome of matters submitted to stockholders’ approval.
Added
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects.
Removed
Our second amended and restated articles of incorporation will generally not prohibit us from issuing additional shares of Class A common stock, and any future issuance of shares of Class A common stock may be dilutive to holders of Class B common stock.
Added
If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Removed
The dual-class structure of our common stock may adversely affect the trading market for our Class B common stock. We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class B common stock or in adverse publicity or other adverse consequences.
Added
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
Removed
For example, certain index providers have announced restrictions on companies with dual-class or multi-class share structures in their indices.
Added
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely affect our business and operating results.
Removed
In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares from being added to these indices.
Added
We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. We incur significantly increased costs as a result of and devote substantial management time to operating as a public company.
Removed
Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria.
Removed
As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our Class B common stock.
Removed
These policies are still relatively new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included.
Removed
Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future.
Removed
Exclusion from indices could make our Class B common stock less attractive to investors and, as a result, the market price of our Class B common stock could be adversely affected. 37 If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Removed
The trading market for our Class B common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If no securities or industry analysts cover our company, the trading price for our stock would be negatively impacted.
Removed
If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline.
Removed
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline. Future sales of our Class B common stock or securities convertible into our Class B common stock may depress our stock price.
Removed
Sales of a substantial number of shares of our Class B common stock or securities convertible into our Class B common stock in the public market could occur at any time.
Removed
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class B common stock.
Removed
For example, we have registered an aggregate of 14,311,215 shares of Class B common stock issuable under our Amended and Restated 2023 Stock Option Plan on a Registration Statement on Form S-8, filed with the SEC on December 11, 2023, as amended by Post-Effective Amendment No. 1 to Form S-8, filed with the SEC on November 7, 2023, and such shares can be freely sold in the public market upon issuance (unless issued to an affiliate of the Company).
Removed
If a large number of shares of our Class B common stock or securities convertible into our Class B common stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our Class B common stock and impede our ability to raise future capital.
Removed
There can be no assurance that we will continue to be able to comply with the continued listing standards of Nasdaq. Our continued eligibility to maintain the listing of our Class B common stock on Nasdaq depends on a number of factors, including the price of our Class B common stock.
Removed
On October 25, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Class B common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
Removed
Nasdaq’s notice had no immediate effect on the listing of the Company’s Class B common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until April 23, 2025, to regain compliance with the minimum bid price requirement.
Removed
To regain compliance, the closing bid price of the Company’s Class B common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to April 23, 2025.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe responsibility for assessing and managing cybersecurity risks within the Company lies with the managers of the R&D department and the IT department. Both individuals possess relevant expertise in their respective fields, ensuring a high level of competence in identifying and mitigating cybersecurity risks.
Biggest changeThis initiative will ensure that the Company maintains robust oversight mechanisms to address evolving cybersecurity threats effectively. The responsibility for assessing and managing cybersecurity risks within the Company lies with the managers of the R&D department and the IT specialists.
ITEM 1C. Cybersecurity Cybersecurity Risk Management and Strategy Our Company has a dedicated internal IT department with cybersecurity engineers who oversee various aspects of cybersecurity. These engineers specialize in different areas, including ensuring security during product development, particularly in the domains of cloud management platforms and network interactions, as well as managing cybersecurity for daily office communications.
ITEM 1C. Cybersecurity Cybersecurity Risk Management and Strategy Our Company has a dedicated internal IT specialists with cybersecurity engineers who oversee various aspects of cybersecurity. These engineers specialize in different areas, including ensuring security during product development, particularly in the domains of cloud management platforms and network interactions, as well as managing cybersecurity for daily office communications.
To ensure robust protection against potential threats, we have implemented the following security measures: ● Regularly updating and changing critical passwords. ● Periodically modifying communication interfaces to enhance security. ● Assigning development tasks in a modular fashion to minimize exposure. ● Utilizing dual-factor authentication for system access. ● Implementing tiered authorization levels for critical network operations. ● Conducting routine security training and awareness programs for employees. 40 Cybersecurity Governance Currently, the Company’s board of directors does not oversee cybersecurity risks directly.
To ensure robust protection against potential threats, we have implemented the following security measures: ● Regularly updating and changing critical passwords. ● Periodically modifying communication interfaces to enhance security. ● Assigning development tasks in a modular fashion to minimize exposure. ● Utilizing dual-factor authentication for system access. ● Implementing tiered authorization levels for critical network operations. ● Conducting routine security training and awareness programs for employees.
Cybersecurity testing is incorporated into every stage of product development, ensuring that vulnerabilities are identified and addressed proactively. Additionally, server security patches are regularly updated to mitigate potential threats.
All logs and records related to such events are preserved for future analysis. Cybersecurity testing is incorporated into every stage of product development, ensuring that vulnerabilities are identified and addressed proactively. Additionally, server security patches are regularly updated to mitigate potential threats. 36
However, plans are in place to introduce such oversight in the future. The Audit Committee of the Board will assume responsibility for cybersecurity risk oversight, with a plan to review cybersecurity matters on a quarterly basis. This initiative will ensure that the Company maintains robust oversight mechanisms to address evolving cybersecurity threats effectively.
Cybersecurity Governance Currently, the Company’s board of directors does not oversee cybersecurity risks directly. However, plans are in place to introduce such oversight in the future. The Audit Committee of the Board will assume responsibility for cybersecurity risk oversight, with a plan to review cybersecurity matters on a quarterly basis.
Their duties include monitoring potential threats, implementing security protocols, and responding to incidents to safeguard company assets and operations. In the event of cybersecurity incidents or abnormal alerts, the relevant department managers immediately intervene and manage the situation. All logs and records related to such events are preserved for future analysis.
Both individuals possess relevant expertise in their respective fields, ensuring a high level of competence in identifying and mitigating cybersecurity risks. Their duties include monitoring potential threats, implementing security protocols, and responding to incidents to safeguard company assets and operations. In the event of cybersecurity incidents or abnormal alerts, the relevant department managers immediately intervene and manage the situation.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeB187 in Town Square Las Vegas, 6587 Las Vegas Boulevard South, Las Vegas, Nevada 89119. This location will operate under the name “Clouffee and Tea.” The lease has a term of five (5) years and encompasses approximately 1,000 square feet. The store will be opened in late January 2025, at which time the lease rental commencement date will be confirmed.
Biggest changeThis location operates under the name “Clouffee and Tea.” The lease has a term of five (5) years and encompasses approximately 1,000 square feet. The store opened in late January 2025, which was also the rental lease commencement date.
The following table sets forth information as to the real property currently leased by us: Lessor Lessee Location Area (Square Feet) Annual Rent FY2025 Current Term Expires Use Cameron Industrial Park, LLC Richtech Robotics Inc. 4175 Cameron St, Ste 1 & 2 & A1 &A2 & C & 5, Las Vegas, NV 89103 15,792 $ 209,041.68 August 31, 2027 HQ
The following table sets forth information as to the real property currently leased by us: Lessor Lessee Location Area (Square Feet) Annual Rent FY2025 Current Term Expires Use Cameron Industrial Park, LLC Richtech Robotics Inc. 4175 Cameron St, Ste 1 & 2 & A1 &A2 & C & 5, Las Vegas, NV 89103 15,792 $ 268,277.71 August 31, 2027 R&D SRMF Town Square Owner LLC Alphamax Management LLC 6587 Las Vegas Blvd South B187, Las Vegas, Nevada 89119 1,000 33,333.33 January 31, 2030 Store
Removed
ITEM 2. Properties Our principal executive offices are located at 4175 Cameron St Ste 1, Las Vegas, NV 89103. We lease office facilities under a noncancelable operating lease agreement through August 2027. On October 4, 2024, the Company entered into a new lease agreement for retail space located at Space No.
Added
ITEM 2. Properties Our strategy regarding facilities is to maintain flexibility while ensuring adequate space to support our growing operational and public company infrastructure. Our principal facilities consist of corporate headquarters, research and development space, and limited retail space, primarily located in Las Vegas, Nevada, as further described below.
Added
Corporate Facilities and Headquarters During the fiscal year ended September 30, 2025, we completed a significant transaction related to our corporate headquarters, transitioning from a purely leased model to a hybrid ownership model. Owned Facility (New Headquarters) : In April 2025, we purchased an office building located at 2975 Lincoln Rd, Las Vegas, Nevada 89115.
Added
This acquisition was completed to accommodate the Company’s expanded infrastructure requirements resulting from its transition to a public company and the growth of its administrative and R&D functions. This owned property serves as the primary corporate headquarters and is recorded as Property, Plant, and Equipment on the consolidated balance sheet.
Added
Leased Facility (Prior Headquarters) : We continue to lease office facilities located at 4175 Cameron St, Ste 1 & 2 & A1 & A2 & C & 5, Las Vegas, NV 89103. This facility, comprising 15,792 square feet, continues to be leased under a non-cancelable operating lease agreement, with the current term expiring on August 31, 2027.
Added
This space is currently utilized for dedicated R&D laboratory space and overflow administrative support, enabling the Company to maintain aggressive development timelines outside of the new corporate environment. The annual rent for fiscal 2025 for this remaining leased space was $268,277.71.
Added
Retail and Other Leased Facilities Clouffee and Tea Retail Lease: On October 4, 2024, the Company entered into a new lease agreement for retail space at Space No. B187 in Town Square Las Vegas, 6587 Las Vegas Boulevard South, Las Vegas, Nevada 89119.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+3 added−2 removed1 unchanged
Biggest changeAs of September 30, 2024, other than as set forth below, we are not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Biggest changeAs of September 30, 2025, other than as set forth below, we are not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Removed
On December 13, 2024, the Company received a Notice of Breach from AC Sunshine Securities LLC (“ACSS”), pursuant to which ACSS alleges that the Company breached an exclusivity provision in that certain Follow-On Offering Engagement Letter, by and between the Company and ACSS, and ACSS is seeking payment of fees and expenses.
Added
On June 2, 2025, a civil action was filed against the Company and certain of its 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.
Removed
The Company is currently assessing the merits of ACSS’s claim. ITEM 4. Mine and Safety Disclosure Not applicable. 41 PART II
Added
The plaintiff seeks damages in excess of $600,000, including compensatory and punitive damages. On September 26, 2025, the Company filed a motion to dismiss the case. The Company believes the claims are meritless and is vigorously defending the action.
Added
While the outcome of litigation is inherently uncertain, we do not believe this matter will have a material adverse effect on our financial condition, results of operations, or cash flows. ITEM 4. Mine and Safety Disclosure Not applicable. 37 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class B common stock trades on the Nasdaq Stock Market under the symbol “RR.” Holders of Record As of January 10, 2025, we had approximately 3 holders of record of our Class A common stock and 14 holders of record of our Class B common stock.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class B common stock trades on the Nasdaq Stock Market under the symbol “RR.” Holders of Record As of January 9, 2025, we had approximately 9 holders of record of our Class A common stock and 37 holders of record of our Class B common stock.
When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider: ● financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; ● a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or ● any other method that is reasonable in the circumstances. 42 Securities Authorized for Issuance under Equity Compensation Plan The following table sets forth information concerning securities authorized under equity compensation plans as of September 30, 2024.
When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider: ● financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; ● a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or ● any other method that is reasonable in the circumstances. 38 Securities Authorized for Issuance under Equity Compensation Plan The following table sets forth information concerning securities authorized under equity compensation plans as of September 30, 2025.
Plan Category Number of securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of granted restricted stock unit awards outstanding Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders - $ - - 525,274 Equity compensation plans not approved by security holders - - - - - $ - - 525,274 Recent Sales of Unregistered Securities None that have not already been disclosed in a prior Quarterly Report on Form 10-Q or Current Report on Form 8-K.
Plan Category Number of securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of granted restricted stock unit awards outstanding Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders - $ - - 876,658 Equity compensation plans not approved by security holders - - - - - $ - - 876,658 Recent Sales of Unregistered Securities None that have not already been disclosed in a prior Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 43 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A. Controls and Procedures 49
Biggest changeItem 6. Reserved 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A. Controls and Procedures 49 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the fiscal years ended September 30, 2024 and 2023 The following table summarizes our results of operations (in thousands) for the fiscal years ended September 30, 2024 and 2023, together with the dollar change in those items from period to period: Year ended September 30, 2024 2023 Change Revenue, net $ 4,240 $ 8,759 $ (4,519 ) Cost of revenue, net 1,520 2,744 (1,224 ) Gross profit 2,720 6,015 (3,295 ) Operating expenses: Research and development 2,021 1,979 42 Sales and marketing 1,315 238 1,077 General and administrative 6,457 3,509 2,948 Total operating expenses 9,793 5,726 4,067 Gain/(loss) from operations (7,073 ) 289 (7,362 ) Non-operating income(expense): Investment Income 13 - 13 Interest expenses, net (762 ) (734 ) (28 ) Total other expenses (749 ) (734 ) (15 ) Loss before income tax expense (7,822 ) (445 ) (7,377 ) Income tax benefit/(expense) (318 ) 106 (424 ) Net loss $ (8,140 ) $ (339 ) $ (7,801 ) 44 Revenue The total revenue for the fiscal year ended September 30, 2024 and 2023, was $4,240 thousand and $8,759 thousand, respectively.
Biggest changeComparison of the fiscal years ended September 30, 2025 and 2024 The following table summarizes our results of operations (in thousands) for the fiscal years ended September 30, 2025 and 2024, together with the dollar change in those items from period to period: Year ended September 30, 2025 2024 Change Revenue, net $ 5,045 $ 4,240 $ 805 Cost of revenue, net 1,756 1,520 236 Gross profit 3,289 2,720 569 Operating expenses: Research and development 2,432 2,021 411 Sales and marketing 1,262 1,315 (53 ) General and administrative 17,539 6,457 11,082 Total operating expenses 21,233 9,793 11,440 Loss from operations (17,944 ) (7,073 ) (10,871 ) Non-operating income(expense): Investment Income 2,177 13 2,164 Interest expenses, net (83 ) (762 ) 679 Total other expenses 2,094 (749 ) 2,843 Loss before income tax expense (15,850 ) (7,822 ) (8,028 ) Income tax benefit/(expense) (12 ) (318 ) 306 Net loss (15,862 ) (8,140 ) (7,722 ) Less: Net loss Attributable to Non-Controlling Interest (108 ) - (108 ) Net loss $ (15,754 ) $ (8,140 ) $ (7,614 ) 42 Revenue Revenue, net, increased by $805 thousand, or approximately 19.0%, from $4,240 thousand for the year ended September 30, 2024, to $5,045 thousand for the year ended September 30, 2025.
Investing Activities Net cash used for investing activities was $22,731 thousand net cash used for investing activities for year ended September 30, 2024, primarily driven by $15,940 thousand on purchase of short-term investments, $5,470 thousand on purchase of intangible assets, $730 thousand on purchase of long-term investments and $725 thousand on purchase of equipment.
Net cash used for investing activities was $22,731 thousand net cash used for investing activities for year ended September 30, 2024, primarily driven by $15,940 thousand on purchase of short-term investments, $5,470 thousand on purchase of intangible assets, $730 thousand on purchase of long-term investments and $725 thousand on purchase of equipment.
Factors and Trends Affecting Our Business and Results of Operations The following trends and uncertainties either affected our financial performance historically or are likely to impact our results of operations in the future: ● As our robotic products market potential is seen by others, more competitors enter the market, which will lead to price competition and a decline in profit margins; ● A recession will lead to a decline in customer demand in our robotic products and services; ● Some of the products are currently assembled by suppliers in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical conflicts and other factors; ● We anticipate that our general and administrative expenses will continue to increase in the future as a result of increased costs associated with being a public company.
Factors and Trends Affecting Our Business and Results of Operations The following trends and uncertainties either affected our financial performance historically or are likely to impact our results of operations in the future: ● As our robotic products’ market potential is seen by others, more competitors could enter the market, which may lead to price competition and a decline in profit margins; ● A recession could lead to a decline in customer demand in our robotic products and services; ● Some of the products are currently assembled by suppliers in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical conflicts and other factors; 41 ● We anticipate that our general and administrative expenses will continue to increase in the future as a result of increased costs associated with being a public company.
Trend Information Other than as disclosed elsewhere in this registration statement, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. 47 Seasonality Seasonality does not materially affect our business or the results of our operations.
Trend Information Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. 47 Seasonality Seasonality does not materially affect our business or the results of our operations.
Contractual Obligations We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Contractual Obligations We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
The cash flow impact from changes in net operating assets and liabilities was primarily driven by decrease in accounts receivable of $4,217 thousand, deferred tax asset of $518 thousand and operating lease liabilities of $404 thousand, partially offset by decreases in accounts payable of $976 thousand, tax payable of $456 thousand, right-of-use asset of $405 thousand and increase in inventory of $326 thousand respectively.
The cash flow impact from changes in net operating assets and liabilities was primarily driven by decrease in accounts receivable of $4,218 thousand, deferred tax asset of $518 thousand and operating lease liabilities of $202 thousand, partially offset by decreases in accounts payable of $976 thousand, tax payable of $456 thousand, right-of-use asset of $191 thousand and increase in inventory of $326 thousand respectively.
These efforts are crucial for educating potential customers about the benefits of leasing robotics solutions, building brand awareness, and cultivating new customer relationships.
These efforts are crucial for educating potential customers about the benefits of leasing robotics solutions, building brand awareness, and cultivating new customer relationships. Recent Developments New Product Launch - Dex Humanoid Robot October 28, 2025, we announced Dex, our next-generation humanoid robot.
Net cash used in operating activities for the year ended September 30, 2023 was $2,896 thousand, primarily due to a net loss of $339 thousand and a decrease of $2,557 thousand in net operating assets and liabilities.
Net cash used in operating activities for the year ended September 30, 2024 was $5,060 thousand, primarily due to a net loss of $8,140 thousand partially offset by increase of $3,080 thousand in net operating assets and liabilities.
Business – Recent Developments – Registered Offering.” These proceeds significantly strengthened our balance sheet and provided us with the financial flexibility to invest in our growth initiatives, including the expanding our R&D team, purchase of property and equipment to support our expanding operations.
These proceeds significantly strengthened our balance sheet and provided us with financial flexibility to invest in our growth initiatives, including expanding our R&D team, purchase of property and equipment to support our expanding operations. This increase was partially offset by cash used in operating activities, primarily due to our net loss and investments in working capital.
This means profit margins could be affected, and our pricing would need to re-evaluated on a regular basis. ● The rising interest rate will lead to a higher borrowing cost. It will increase our cost for any potential future borrowing and financing activities.
This means profit margins could be affected, and our pricing would need to re-evaluated on a regular basis.
As of September 30, 2024, our cash and cash equivalents totaled $14.6 million. This represents a significant increase from $433,000 at the end of the prior fiscal year.
Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash. As of September 30, 2025, our cash and cash equivalents totaled $193.6 million. This represents a significant increase from $14.6 million at the end of the prior fiscal year.
This increase was partially offset by cash used in operating activities, primarily due to our net loss and investments in working capital. 46 Comparison of the years ended September 30, 2024 and 2023 The following table summarizes our cash flow information (in thousands) for the years ended September 30, 2024 and 2023, together with the dollar change in those items from period to period: Year ended September 30, 2024 2023 Change Net Cash provided by (used in): Operating activities $ (5,061 ) $ (2,896 ) (2,165 ) Investing activities (22,731 ) (26 ) (22,705 ) Financing Activities 41,925 3,028 38,897 Net increase (decrease) in cash $ 14,133 $ 106 14,027 Operating Activities Net cash used in operating activities for the year ended September 30, 2024 was $5,061 thousand, primarily due to a net loss of $8,140 thousand an increase of $3,079 thousand in net operating assets and liabilities.
Business – Material Contracts – ATM Agreements .” 46 Comparison of the years ended September 30, 2025 and 2024 The following table summarizes our cash flow information (in thousands) for the years ended September 30, 2025 and 2024, together with the dollar change in those items from period to period: Year ended September 30, 2025 2024 Change Net Cash provided by (used in): Operating activities $ (9,043 ) $ (5,060 ) (3,983 ) Investing activities $ (47,996 ) (22,731 ) (25,265 ) Financing Activities $ 236,102 41,923 194,179 Net increase (decrease) in cash $ 179,063 $ 14,132 164,931 Operating Activities Net cash used in operating activities for the year ended September 30, 2025 was $9,043 thousand, primarily driven by a net loss of $15,754 thousand, partially offset by non-cash charges of $6,043 thousand and a net change in operating assets and liabilities of $668 thousand.
We received $33,566 thousand from issuance of common stock, raised approximately $9,286 thousand from issuance of ordinary shares, received loans with a net balance of $3,102 from third parties, offset by $238 thousand payment of related party debt. Net cash provided by financing activities totaled $3,028 thousand for the year ended September 30, 2023.
We received $39,468 thousand from issuance of common stock, which included $9,286 thousand from our initial public offering, received loans with a net balance of $3,102 from third parties, offset by $3,792 payment of loans received from third parties and $238 thousand payment of related party debt.
The cash flow impact from changes in net operating assets and liabilities was primarily driven by increases in accounts receivable of $3,919 thousand, deferred tax asset of $518 thousand and current operating lease liabilities of $108 thousand, partially offset by decreases in inventory of $551 thousand, right-of-use asset of $67 thousand and increase in accounts payable and tax payable of $951thousand and $344 thousand, respectively.
The cash flow impact from changes in net operating assets and liabilities was mainly driven by an increase in accrued expenses and other payable of $1,280 thousand, which was significantly offset by increases in accounts receivable of $421 thousand, inventory of $232 thousand, and prepaid expenses and other current assets of $396 thousand.
The substantial increase in our cash position is primarily attributable to the net proceeds of $40.2 million received from our initial public offering completed in November 2023 and subsequent financing as described in “ITEM 1.
The substantial increase in our cash position is primarily attributable to the net proceeds of $219.8 million received from issuance of shares of Class B common stock, and the net proceeds of $16.3 million received from the exercise and issuance of warrants.
Net cash used for investing activities was $26 thousand net cash used for investing activities for year ended September 30, 2023, primarily consisted of cash used for lending to related parties, and cash collected from loan to related parties Financing Activities Net cash provided by financing activities totaled $41,925 thousand for the year ended September 30, 2024.
Financing Activities Net cash provided by financing activities totaled $236,102 thousand for the year ended September 30, 2025, mainly due to $219,808 thousand from issuance of ordinary shares and $16,266 thousand from proceeds from warrants exercise. Net cash provided by financing activities totaled $41,924 thousand for the year ended September 30, 2024.
Management determined that it is more likely than not that the Company will be unable to realize the benefits of these deductible temporary differences in the future. Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash.
Income Tax Benefit/(Expense) Income tax expense for the year was $12 thousand, compared to an income tax expense of $318 thousand in 2024, t his is primarily driven by the removal of deferred tax benefits in 2024, management determined that it is more likely than not that the Company will be unable to realize the benefits of these deductible temporary differences in the future.
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Overview Richtech Robotics, Inc. is a leading innovator and provider of advanced robotics solutions designed to address the growing need for automation in the service industry. We develop, manufacture, and deploy cutting-edge robots that streamline operations, enhance efficiency, and alleviate labor shortages across a diverse range of sectors, including restaurants, hotels, casinos, senior living facilities, and retail centers.
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Overview We are a robotics company focused on the development of embodied AI systems for manufacturing, retail, hospitality, and other sectors. We develop proprietary hardware and software that employ the latest robotics and AI innovations.
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Our commitment to technological advancement and customer-centric solutions has positioned us as a key player in the rapidly evolving robotics landscape. Key Business Highlights for Fiscal Year 2024 ● Strategic Transition to Robotics-as-a-Service: The Company has embarked on a strategic transition from a traditional product sales model to a RaaS model.
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Our goal is to deploy robotics at scale in business operations across our target markets. 39 Key Business Highlights for Fiscal Year 2025 Fiscal year 2025 was a transformative period for us, defined by the accelerated execution of our strategic shift toward a high-margin, recurring revenue business model.
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This shift is aimed at generating a more predictable and recurring revenue stream over the long term, enhancing customer accessibility to our advanced technologies, and aligning with prevailing industry trends. ● Significant RaaS Contracts Secured: As of September 30, 2024, the Company has secured significant RaaS contracts, including a notable agreement for the deployment of 25 ADAM units, representing a total contract value of $5,250,000.00, to be recognized over a 60-month period.
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Strategic and Operational Milestones ● RaaS Contract Acceleration: Successfully secured 55 RaaS contracts, demonstrating strong market adoption of our RaaS model and validating the long-term strategy to build a high-quality, predictable recurring revenue base. ● Expansion of Hospitality Management Segment (AlphaMax): Launched strategic initiatives under the AlphaMax subsidiary, including deployment of robots in restaurants in partnered with Walmart stores.
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These contracts, totaling $5,862,765.00, will contribute to revenue generation incrementally over lease terms ranging from 36 to 72 months. 43 ● Continued Investment in Research and Development: Richtech Robotics remains dedicated to innovation and technological advancement, as evidenced by the increase in research and development expenses during fiscal year 2024.
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Twofranchise agreements were secured during the period to kickstart this expansion. ● New Brand Launch (Clouffee & Tea): Established our first self-owned robotic restaurant brand, Clouffee & Tea, which serves as a scalable franchise blueprint, a live platform for technological testing, and a new growth channel, with the inaugural location opening in Las Vegas in early 2025. ● Corporate Restructuring and Infrastructure: The Company purchased a new corporate headquarters in Las Vegas, Nevada, optimizing its long-term operational footprint and accommodating organizational growth. ● New Data Services: We have launched a new suite of services focused on producing robotic training datasets and embodied AI development.
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Higher interest rates reduce consumer spending and business investment, causing the economy to contract, which will impact our business and will reduce our customers’ purchasing power.
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Financial and Capital Milestones ● Total Revenue Growth: Achieved a 19% increase in total net revenue, rising to $5,045 thousand for fiscal year 2025, despite the short-term revenue impact caused by the strategic shift to the RaaS model. ● Gross Margin Expansion: Drove significant margin improvement with a 21.65% increase in Gross Profit, driven by our shift from one-time hardware sales to leasing and recurring revenue.
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The $4,519 thousand decrease, or 51%, for fiscal year 2024 is primarily attributed to the strategic transition to the RaaS model, which impacts the timing of revenue recognition. While this transition may initially reduce revenue, it is expected to generate a more predictable and recurring revenue stream over the long term.
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Under the model, robots are recognized as long-lived assets and depreciated over the lease term, resulting in a structurally higher gross margin profile compared to the traditional one-time sale model. ● Balance Sheet Strengthening (Subsequent Event): Subsequent to September 30, 2025, the Company successfully utilized its At-The-Market (“ATM”) offering program to raise $71.6 million in gross proceeds, substantially strengthening our liquidity and providing capital to accelerate the build-out of the RaaS asset fleet.
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Year ended September 30, 2024 2023 Change Robotics Product revenue $ 1,251 $ 5,665 $ (4,414 ) Service revenue 1,830 2,602 (772 ) Leasing revenue 786 197 589 Total Robotics revenue 3,867 8,464 (4,597 ) Smart hardware 16 7 9 Interactive system 101 198 (97 ) Cloutea* 256 90 166 Total $ 4,240 $ 8,759 $ (4,519 ) * Cloutea is the revenue generated from our boba tea store opened in May, 2023.
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A portion of these proceeds was generated through a direct sale of shares to a large institutional investor under the ATM program. ● Deleveraging and Cost Optimization: Executed decisive corporate finance activities, resulting in an 89.1% reduction in net interest expenses, primarily through the pay-down and conversion of high-interest debt, significantly improving the Company’s structural cost of capital. 40 ● Continued Investment in Research and Development: Richtech Robotics remains dedicated to innovation and technological advancement, as evidenced by the increase in research and development expenses during fiscal year 2025.
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We opened this store as a model to further develop the concept of an interactive robot barista utilizing our ADAM robot. Cloutea has been rebranded “Clouffee and Tea,” which will open in a new location in Las Vegas in January 2025. In 2024, the Company generated $4.2 million in total revenue, a decrease from $8.8 million in 2023.
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Built on the NVIDIA Jetson Thor platform, Dex integrates a comprehensive suite of advanced AI capabilities designed to transform the industrial workforce. With sophisticated perception and manipulation abilities, Dex can interact with and operate in real-world environments, enabling it to perform tasks once considered too complex to automate.
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This decrease was primarily driven by a decline in product revenue within our Robotics category, partially offset by an increase in leasing revenue. The shift towards service and leasing reflects the ongoing transition to our Robot-as-a-Service model, which is expected to generate more predictable and recurring revenue streams in the long term.
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Dex is expected to be deployment-ready for industrial applications by mid-2026, and we anticipate that it will become a significant driver of the company’s future growth.
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The following table summarizes the RaaS sales numbers (in thousand): Current Sales (RaaS adjusted to sale model) FY24 FY24 Sales Product revenue $ 1,235 $ 7,208 Service revenue 1,830 1,830 Leasing revenue 786 742 Others 389 389 Total $ 4,240 $ 10,168 * If the RaaS revenue is treated as product sales, the gross revenue for fiscal year 2024 would be $10,210. * This transition aligns with the Company’s long-term growth strategy, aiming to create a more stable and recurring revenue stream while reducing the upfront financial burden for our customers.
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R&D Collaboration Subsequent to September 30, 2025, we entered into a non-commercial technology collaboration agreement with Microsoft Corporation through the Microsoft AI Co-Innovation Lab to support the evaluation and development of certain artificial intelligence workflows.
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We believe the RaaS model enhances customer retention and positions the Company competitively in an evolving market. 45 Cost of Revenue Our gross profit decreased significantly in 2024, declining by 55% from $6.0 million in 2023 to $2.7 million in 2024, our gross margin remained relatively stable.
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Subsequent Capital Raise – At-The-Market Offering Subsequent to September 30, 2025, we utilized our at-the-market offering program (the “September ATM”) to issue and sell an aggregate of 15,156,685 shares of Class B common stock, receiving aggregate gross proceeds of $71,622,886.31.
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Our gross margin was 64% in 2024, compared to 69% in the prior year. This slight decrease in gross margin is primarily attributed to adjustments and write-offs related to our inventory. During the year, we conducted a thorough review of our inventory and identified certain obsolete and slow-moving items that required adjustments and write-offs.
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A portion of such proceeds was generated through a direct sale of shares to a large institutional investor under the September ATM. We intend to use the proceeds to accelerate the build-out of our RaaS asset fleet.
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These adjustments impacted on our cost of goods sold and, consequently, our gross margin. We have implemented measures to improve our inventory management practices and minimize the risk of future inventory obsolescence. Despite this slight margin compression, we are pleased with the overall stability of our gross margin, which reflects the inherent profitability of our business model.
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Charter Amendment On November 10, 2025, we filed an Articles of Amendment to our Articles of Incorporation, as amended, with the Nevada Secretary of State to effect an increase the number of shares of Class B common stock that we are authorized to issue from 200,000,000 to 1,000,000,000, effective upon filing.
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We believe that our strategic shift towards an RaaS model, with its higher-margin recurring revenue streams, will further enhance our profitability in the long term. Gross Profit Despite the decrease in revenue, our gross profit remained relatively stable, decreasing from $6.0 million in 2023 to $2.7 million in 2024.
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This significant full-year growth demonstrates the effectiveness of our ongoing strategic initiatives and indicates a successful ramp-up in the latter half of the fiscal year. This performance is consistent with the anticipated long-term benefits of our strategic shift towards a leasing and recurring revenue model, which is designed to build a more stable and predictable revenue foundation.
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This resulted in a gross margin of 64% in 2024, compared to 69% in the prior year. This slight decrease in gross margin is primarily attributed to a shift in our revenue mix. As we transition towards a Robot-as-a-Service (RaaS) model, a higher proportion of our revenue is now generated from service and leasing arrangements.
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The overall increase, despite transitional challenges, reflects strong underlying customer demand for our robotics solutions.
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These arrangements generally have lower gross margins compared to product sales, as they involve ongoing service costs and the amortization of the robot’s cost over the contract term. However, we believe this strategic shift towards RaaS will benefit us in the long run by creating more predictable recurring revenue streams and fostering stronger customer relationships.
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The breakdown of revenue is as follows: Year ended September 30, 2025 2024 Change Product Sale $ 2,309 $ 1,357 $ 952 Leasing/Service/Rental 1,429 2,624 (1,195 ) RaaS 692 - 692 Other 615 259 356 Total $ 5,045 $ 4,240 $ 805 Business Model Transition and Revenue Recognition Historically, we generated revenue primarily through Product Revenue (outright hardware sales), resulting in immediate revenue and immediate Cost of Revenue recognition.
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Research and Development Expenses We remain committed to investing in research and development to drive innovation and maintain our competitive edge. R&D expenses increased from $1.9 million in 2023 to $2.0 million in 2024 was due primarily to our increased expenditure in developing new products.
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During fiscal 2025, the Company fundamentally shifted its approach to emphasize long-term relationships and recurring revenue through leasing and service arrangements. This strategic change significantly impacts the financial statements: 1. Revenue: Upfront product revenue is reduced. 2. Assets: The cost of leased robots is capitalized as a long-term asset (Assets held for Lease), not immediately expensed. 3.
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Sales and Marketing Expenses Our sales and marketing expenses increased significantly, from $238,000 in 2023 to $1.3 million in 2024. This increase is directly related to our strategic initiatives to expand our market reach and promote our RaaS (Robot-as-a-Service) offerings.
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Profitability: This results in a materially lower Cost of Revenue and an expanded Gross Margin, as the cost is recognized over the lease term via depreciation instead of immediate Cost of Goods Sold.
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General and Administrative Expenses As a newly public company, we incurred higher general and administrative expenses, which increased from $3.5 million in 2023 to $6.4 million in 2024. This increase is primarily due to an increase in professional service fees associated with operating as a public company.
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The increase in Product Sale percentage in fiscal 2025 was primarily attributable to occasional, non-recurring customer orders for earlier-generation delivery robotic systems, which temporarily increased one-time product sales. This activity does not reflect a shift in our long-term revenue strategy. Our long-term focus remains on expanding recurring revenue through service, rental, and leasing arrangements.
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Other Income (Expense) Our total other expenses increased in 2024, rising from $734,000 in 2023 to $749,000 in 2024. This increase is mainly attributed to higher interest expenses incurred on outstanding debt. As we scaled our operations and invested in working capital to support our growth, our interest expense increased.
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The relative decreases in Service/Rental Sale and Leasing percentages in fiscal 2025 compared to fiscal 2024 were largely attributable to the impact of these non-recurring product sales and certain prior-year revenue reclassifications. Excluding these items, underlying adoption of recurring arrangements continues to increase. Detailed Revenue Streams and Recognition The Company’s revenue is classified into four primary streams: 1.
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However, we made a strategic decision to prioritize debt reduction and paid off a significant portion of our outstanding loans in the middle of 2024.
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Product Revenue ● Description: Revenue from traditional, outright sales of hardware where the customer takes ownership. ● Recognition: Recognized at a point in time (transfer of control, per ASC 606). ● Impact: The 2025 increase was driven by increased demand for new robot models and strategic inventory management, but the mix will shift away from this stream as the RaaS model matures. 43 2.
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This proactive approach to debt management will reduce our interest burden going forward, improve our overall financial position, and provide us with greater financial flexibility to pursue future growth opportunities Income Tax Benefit/(Expense) We recorded an income tax expense of $318 thousand in 2024. This is primarily driven by the removal of deferred tax benefits.
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Leasing/Service/Rental Revenue ● Description: Revenue from short-term rentals, maintenance contracts, subscriptions, and installation services. ● Recognition: Recognized over time or at a point in time, based on contract specifics. ● Impact: This category reflects the reclassified rental income from 2024. Organic growth is expected to continue as the total installed unit base expands, increasing the high-margin service revenue stream. 3.
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For the increase in accounts receivable of $3,919 thousand, we have collected majority of this amount as of the report date.
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RaaS Revenue ● Description: Revenue from long-term operating agreements for the robotics fleet. ● Recognition: Recognized over the term of the lease agreement. ● Impact: While showing a reported decrease due to a prior-period reclassification adjustment, this stream represents the primary long-term growth engine.
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We raised $2,230 thousand from issuance of ordinary shares, received proceeds of $200 thousand from related party debt, and obtained loans with a net balance of $845 from third parties as of September 30, 2023, offset by $247 thousand payment of related party debt.
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Its accelerated adoption will drive predictable, recurring revenue growth, which is central to our long-term value creation strategy. 4.
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AlphaMax (Cloutea) ● Description: Revenue generated from the AlphaMax subsidiary, which operates as a hospitality management company overseeing various cafes and restaurants. ● Recognition: Recognized according to the performance obligations outlined in the specific management or operating contracts. ● Impact: This segment contributed $602 thousand in total revenue in 2025.
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This revenue is non-robotics related, and the performance of this segment is subject to factors impacting the broader hospitality and restaurant industry.
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Strategic Initiatives and Growth Channels The following initiatives demonstrate the Company’s active execution of its long-term growth and franchise model strategy: Expansion of Robotic Restaurant Locations in Walmart Stores The Company is actively executing a strategic plan to integrate its robotics technology into high-traffic retail environments through franchise agreements.
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On October 17, 2024, the Company announced plans to launch a total of 20 robotic restaurant locations within Walmart stores across the country. This initiative is designed to demonstrate the scalability and reliability of our technology in a demanding, quick-service retail setting, thereby generating both recurring revenue and acting as a high-visibility marketing platform.
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As of the date of this report, two locations within Walmart stores are currently in operation. We intend to prudently evaluate the performance of these existing locations and, based on operating results, selectively pursue potential collaboration opportunities at additional locations.
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Clouffee & Tea Restaurant Brand Clouffee & Tea is our first self-owned restaurant brand, designed to showcase our robotics-as-a-service model directly to consumers. The concept seamlessly blends innovative robotic technology with a vibrant coffee and tea culture to create an engaging customer experience. Strategic Purpose: ● Scalable Franchise Blueprint: The robotic operation presents a uniquely scalable franchise model.
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Clouffee & Tea will serve as a successful blueprint for integrating robotics into coffee and tea shop operations, which the Company intends to replicate through future franchising efforts. ● Technological Application and Iteration: Beyond redefining the beverage experience, Clouffee & Tea functions as a dynamic platform for technological application.
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It allows us to utilize real-world, high-volume scenarios for testing new robotic technologies and iterating on system performance. ● Revenue Growth Channel: The brand opens an additional revenue channel for the Company.
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Clouffee & Tea opened its inaugural franchise store in Las Vegas, Nevada, in January 2025, adding another dimension to our growth strategy and enhancing the recurring revenue profile of the AlphaMax segment. 44 Cost of Revenue Cost of revenue, net, increased by $236 thousand, or approximately 15.5%, from $1,520 thousand in 2024 to $1,756 thousand in 2025.
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This increase was driven by an overall increase in net revenue of $805 thousand and significant growth in Product Revenue. Depreciation of Rental Assets: For the fiscal year ended September 30, 2025, depreciation expense attributable to our RaaS fleet was $79 thousand.
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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.
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Gross Profit Gross profit increased by $569 thousand, or approximately 20.9%, from $2,720 thousand in 2024 to $3,289 thousand in 2025. The resulting expansion of our gross margin is a direct reflection of the full-year impact of the strategic shift to a RaaS model.
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By capitalizing the cost of leased assets rather than recognizing them as immediate cost of goods sold, our gross margin profile has significantly improved, leading to a higher gross profit despite the ongoing business model transition. We anticipate that this trend of improved gross margin will continue as the recurring revenue from our leasing portfolio matures.
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Research and Development Expenses Research and development (R&D) expenses increased by $411 thousand, or approximately 20.3%, from $2,021 thousand in 2024 to $2,432 thousand in 2025. This increased investment demonstrates our commitment to maintaining technological leadership and fueling future growth.
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The increase is primarily attributable to: Increased Headcount and Compensation: Higher personnel costs, including the hiring of specialized engineers, data scientists, and AI developers necessary to support complex platform upgrades and new product development like ADAM and TITAN. We also undertook compensation adjustments to ensure retention of key talent in a competitive market.

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