RICHTECH ROBOTICS INC. 10-K/A

ITEM 5. Market 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 11, 2024, we had approximately 8 holders of record of our Class A common stock and 30 holders of record of our Class B common stock. 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, 2023. 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 - $   - - - Equity compensation plans not approved by security holders - - - - - $ - - - Dividend Policy We have never paid or declared any cash dividends on our Class B common stock. We may pay dividends in the future if the Company realizes good profits and the board of directors determines that dividends are advisable, taking into account the Company’s financial and development needs. However, we may instead retain any future earnings to finance the operation, development and expansion of our business, and we may not declare or pay any dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Under NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders, but no such distribution may be made if, after giving it effect: ● the corporation would not be able to pay its debts as they become due in the usual course of business; or ● the corporation’s total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. The NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized. 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 Recent Sales of Unregistered Securities In October 2022, the Company effected a 4-for-1 forward stock split and concurrently designated two classes of common stock, designated as Class A common stock and Class B common stock (the “Stock Split”). All of the then-outstanding shares of common stock were redesignated as shares of Class A common stock in connection with the Stock Split. As a result of the Stock Split, Zhengqiang Huang held 7,892,000 shares of Class A common Stock, Zhenwu Huang held 31,508,000 shares of Class A common stock, and Renmeng LLC held 600,000 shares of Class A common stock. Immediately after the Stock Split, Renmeng LLC and the Company entered into a Conversion Agreement, dated as of October 21, 2022, pursuant to which Renmeng LLC converted all of its shares of Class A common stock into an equal number of shares of Class B common stock (the “Renmeng Conversion”). As a result of the Renmeng Conversion, Renmeng LLC holds 600,000 shares of Class B common stock. In December 2022, Zhenwu Huang transferred 1,200,000 shares of Class A common stock to Phil Zheng, in exchange for a payment of $30,000 from Phil Zheng. Immediately after the transfer, Phil Zheng and the Company entered into a Conversion Agreement, dated as of December 2, 2022, pursuant to which Phil Zheng converted all of his shares of Class A common stock into an equal number of shares of Class B common stock (the “Zheng Conversion”). As a result of the Zheng Conversion, Phil Zheng holds 1,200,000 shares of Class B common stock. In December 2022 and January 2023, the Company issued the following shares of its common stock to the listed holders, in each case the consideration being services rendered: Name of Holder Number of Shares Class of Common Stock Date of Issuance King Bliss Limited 6,153,846 Class A Common Stock 12/20/2022 Practical Excellence Limited 1,600,000 Class B Common Stock 12/12/2022 Robust Century Ventures Limited 1,400,000 Class B Common Stock 12/13/2022 Tower Luck Group Limited 1,350,000 Class B Common Stock 12/15/2022 Broad Elite Ventures Limited 1,800,000 Class B Common Stock 12/16/2022 Normanton Tech PTE. LTD. 466,000 Class B Common Stock 1/15/2023 Pre-IPO Private Placement In June and July 2023, the Company entered into share purchase agreements with twelve accredited investors for the issuance of an aggregate of 166,000 shares of Class B common stock, at $5.00 per share (the “Private Placement Shares”). Each of the investors has agreed to a 180 day lock-up with respect to such shares. The Private Placement Shares are not subject to registration rights. The number of Private Placement Shares issued to each investor is set forth below: Name of Holder Number of Shares Class of Common Stock Date of Issuance Thanh Chi Nguyen 100,000 Class B Common Stock 6/8/2023 The Jenkins Family Trust 5,000 Class B Common Stock 6/12/2023 Jerry L. Marti 25,000 Class B Common Stock 6/26/2023 Greg Meagher 5,000 Class B Common Stock 6/27/2023 Joseph Walker and Kimberly Spight Walker 2,000 Class B Common Stock 6/28/2023 The Zeno Family Trust 5,000 Class B Common Stock 6/28/2023 Theresa Wilson-McCray 2,000 Class B Common Stock 6/28/2023 Jae H. Lim, Jr. 10,000 Class B Common Stock 7/27/2023 Jessica M. Alexander 2,000 Class B Common Stock 7/28/2023 Richard On 2,500 Class B Common Stock 7/30/2023 Chinese Restaurant Foundation 5,000 Class B Common Stock 7/30/2023 Alex Pang 2,500 Class B Common Stock 7/30/2023 39 Convertible Notes In November and December 2022, the Company issued nine promissory notes (as amended, the “Convertible Notes”) to nine investors, in an aggregate principal amount of $1,400,000, for the provision of consulting, advisory and technical support services to the Company. The Convertible Notes each bear an interest of 16% per annum and have a maturity date of 18 months after issuance (“Maturity Date”). On December 17, 2022, the Company amended the Convertible Notes and entered into promissory note conversion agreements with each Convertible Note holder, pursuant to which the outstanding balance of principal and accrued interest of each Convertible Note were converted into an aggregate of 9,231,000 shares of Class B common stock (“Conversion Shares”). On June 25, 2023, each of the holders of the Convertible Notes agreed to waive any registration rights in connection with their Conversion Shares (the “Waiver”). On October 27, 2023, seven of the original holders of the Convertible Notes and the converted shares transferred their respective shares to each of seven new investors. Each of the transferees agreed to the terms of the Waiver. The shares of common stock described above were issued in transactions not involving a public offering in reliance upon an exemption from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. Reserved