RICHTECH ROBOTICS INC. 10-K/A

ITEM 1. Business Overview We are a developer of advanced robotic technologies focused on transforming labor-intensive services in hospitality and other sectors currently experiencing unprecedented labor shortages. With a global R&D team based out of China and the United States, we design, manufacture and sell robots to restaurants, hotels, senior living centers, casinos, factories, movie theaters and other businesses. Our robots perform a variety of services including restaurant running and bussing, hotel room service delivery, floor scrubbing and vacuuming, and beverage and food preparation. We design our robots to be friendly, customizable to client environments, and extremely reliable. For example, our food service delivery robots typically make over 1000 deliveries every month in busy environments, while our medical robots are utilized for tasks such as delivering medications and supplies in hospitals, enhancing operational efficiency. Our current customer base includes major hotel brands, national chain restaurants, leading senior care facilities, and top casino management companies, and prominent healthcare institutions. Our mission is to integrate robotics and automation into our everyday lives. We envision ourselves becoming the first robotics “Super-operator,” where thousands of our robots are deployed out in the field and managed by Richtech’s AI Cloud Platform (ACP). As a Super-operator, our robotic fleet will be performing a wide variety of tasks within a business, from completing deliveries and scrubbing floors to cooking noodles, preparing drinks, and supporting logistics in hospitals. Our ACP platform will allow businesses to plug in their robots and immediately leverage an immense amount of data to optimize workflows, lower management complexity, and minimize labor dependency. Recent Developments Ghost Kitchens Letter of Intent On October 16, 2024, we entered into a binding Letter of Intent (the “LOI”) with Ghost Kitchens America. Under the terms of the LOI, the parties agreed to enter into a franchise agreement, pursuant to which the Company will acquire exclusive rights to operate 20 Walmart-located “One Kitchen” restaurants in Arizona, Colorado, and Texas. 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. The foregoing summary of the terms of the LOI are subject to, and qualified in their entirety by, the LOI, a copy of which is filed as Exhibit 10.1 to this Report and are incorporated herein by reference. 2 Registered Offering On August 29, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors” and, together with the retail purchasers who purchased securities in the Offering (as defined below) pursuant to the Company’s prospectus, dated August 29, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2024 (the “Prospectus”), the “Purchasers”). Pursuant to the terms of the Purchase Agreement and the Prospectus, the Company agreed to sell, in a public offering (the “Offering”), (i) an aggregate of 13,242,963 shares (the “Shares”) of the Company’s Class B common stock, (ii) pre-funded warrants to purchase up to 2,312,594 shares of Class B common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 15,555,557 shares of Class B common stock (the “Common Warrants”), at a purchase price per Share and accompanying Common Warrant of $1.35. The Pre-Funded Warrants were exercisable immediately on the date of issuance at an exercise price of $0.00001 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. 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. Rodman & Renshaw LLC acted as the exclusive placement agent (the “Placement Agent”) for the Company, on a “reasonable best efforts” basis, in connection with the Offering. Pursuant to an engagement letter dated June 4, 2024, the Placement Agent received a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering. The Company also paid the Placement Agent certain out-of-pocket expenses, including its legal counsel, in the amount of $80,000 and an additional $15,950 for its clearing expenses. The Placement Agent also received warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock equal to 7.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering. The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price of 125% of the combined offering price per Share and accompanying Common Warrant and have an expiration date of five years from the commencement of sales in the Offering. The net proceeds to the Company from the Offering, after deducting the Placement Agent’s fees and expenses but before paying the Company’s estimated offering expenses, were approximately $19.4 million. The Company intends to use the net proceeds from the Offering for working capital, general corporate purposes, including the further development of its product candidates, and the procurement of inventory, specifically for robotic hardware. The Shares, Pre-Funded Warrants, Common Warrants, Placement Agent Warrants and the shares of Class B common stock issuable upon exercise of the Pre-Funded Warrants, Common Warrants, Placement Agent Warrants were offered and sold by the Company pursuant to the Prospectus, which formed a part of the Company’s registration statement on Form S-1 (File No. 333-281789), filed with the SEC on August 27, 2024 and subsequently declared effective on August 29, 2024, and an additional registration statement on Form S-1MEF filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became automatically effective on August 29, 2024. 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. As of the date of the Original Report, the Investors have exercised their Pre-Funded Warrants in full, at an exercise price of $0.00001 per share, for an aggregate of 2,312,594 shares of Class B common stock. The Company received aggregate gross proceeds of $23.13 in connection with the exercises of the Pre-Funded Warrants. As of the date of the Original 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. 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. 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. Alphamax Management LLC provides business management and operational services to help our clients better integrate robots into their workflow. Our Products and Services Our products are categorized into three kinds of service automation: indoor transport and delivery, sanitation, and food and beverage automation. Our target market is the hospitality sector, which includes restaurants, hotels, casinos, resorts, senior care, hospitals, and movie theaters. We also plan to leverage our expertise in food automation to bring services directly to the consumer with the ADAM system which is described below. The majority of our robots can be characterized as Autonomous Mobile Robots (“AMRs”), meaning that our robots can understand and move through its environment independently. AMRs differ from their predecessors, Autonomous Guided Vehicles (“AGVs”), which rely on tracks or predefined paths and often require operator oversight. Our AMRs understand their environment through an array of advanced sensors, with the primary sensor being a LiDAR which stands for Light Detection and Ranging. The LiDAR is able to create a 2D map of the environment by sending out laser pulses and measuring the time it takes to bounce back, similar to sonar but far more accurate. Secondary sensors such as RGBD cameras that detect color and depth of images, ultrasonic proximity sensors, and standard AI machine vision that can recognize objects are used in sync to create an in-depth understanding of the robot’s environment. These sensors, combined with a robust navigation software stack based on AI algorithms, provides our robots the ability to perform dynamic path planning through their environments. Our ACP service is a business optimization tool that allows customers to benefit from the rich operational data generated by the robots. Each AMR can operate independently in the real world and report data up to the ACP. The ACP can then utilize the data to optimize workflows, enhance guest experiences, and minimize waste. The ACP will store robot utilization metrics for analyses and reporting, providing clients with detailed operational data. Lastly, one of the most important features of the ACP is that it allows multiple types of robots to operate in the same environment, utilizing the same integrations and providing data back to a centralized point. Indoor Transport and Delivery In the transport and delivery category we have four main product lines, the Matradee line of server assistant robots geared towards restaurants and restaurant-like environments, the Medbot line designed specifically for hospital deliveries, the Titan line for heavy duty payloads in central distribution facilities and general transport duties, and the Skylark line of service robots customized for hotel and room service applications. 4 Matradee is a robot designed for dining spaces that can be used for bussing, serving, hosting, advertising, and entertaining. 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 robot is designed to operate in narrow and busy environments, navigating around tables and people in order to get to its destination. Typically, a Matradee will perform over 1000 deliveries per month in a busy restaurant. On the ACP, clients can review number of deliveries, distance traveled, hours of operation, utilization patterns over time, and manage their robotic fleet. 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. 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. 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. 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. 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. Some factory clients also utilize the Matradee for delivery of parts by making use of the remote summoning feature to call the robot to specific stations to pick up items for delivery. 5 Medbot is designed specifically for secure and efficient deliveries in hospitals and other healthcare spaces. This line of robots is a rebranding of the Richie/Robbie robotic line to help customers better associate the robot to specific applications. The robot has 4 secured compartments that can be configured to deliver items to up to 4 different destinations per trip. Through our ACP, the Medbot can travel on elevators and through secure doors providing a fully autonomous delivery solution in extremely dynamic environments. The Medbot has a very robust suite of sensors that allows it to be very nimble and intelligent when navigating highly complex unstructured environments around people as well as large obstructions like hospital beds and trash bins. From our deployments in the field, a fleet of 5 Medbots can make around 8,000 deliveries per month, traveling over 600 miles, with over 600 hours of active runtime between them. This alleviates one of the toughest tasks on hospital staff, and provides a very strong return on investment (“ROI”) for the hospital. We expect to launch multiple pilot installations in fiscal year 2025. Titan is the newest addition to our delivery robot lineup, adding an option for customers looking for more heavy duty AMR delivery options. The current version of Titan can carry between 330 to 440 pounds, with additional models able to carry over 1,000 pounds in development. Titan was designed with modularity and ease of implementation in mind, as it can lift any rack as long as the rack meets a certain set of general parameters. This provides Titan with a very large addressable market in and outside the hospitality space. For example, factories and warehouses can utilize Titan for delivery of large objects over large spaces, up and down elevators and through secure doors. Titan broadens the applications where we can apply our AMR technology to improve efficiency and solve labor challenges. We believe that Titan will play a large role in increasing the total number of robots deployed due to its broad applicability. Skylark represents a set of robots that are designed specifically for hotel and applications where room service is an element of the client’s business. This product’s addressable market primarily consists of hotels, senior living, and apartment buildings. The design of Skylark revolves around modularity, and adaptability to the environment it is deployed in. The system consists of a base navigation module and several modular attachments specialized for specific tasks such as delivery or cleaning. Currently, the Skylark has a cleaning attachment for vacuuming and mopping floors, and a enclosed delivery attachment for room service and package delivery. Additional attachments are scheduled for release in the future, including a security and laundry attachment. One important element of Skylark is that all attachments are customized specifically for the hotel environment. This means the design accounts for common issues such as door width, elevator navigation, and specific low-obstacle avoidance problems not common in other AMR application scenarios. The modular Skylark robot provides an all-in-one solution that emphasizes ROI and ease-of-use. Sanitation DUST-E is our autonomous commercial cleaning robot product line that features two distinct models the S and MX. The S is designed for medium sized environments under 100,000 sq. ft. 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 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 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. The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive vinyl tiles. Designed for heavy-duty cleaning, the MX comes with a 30-gallon water tank, weighs over 600 lbs., and provides a brush pressure of 13.2g/cm 2 . 6 Data collected by the ACP provide clients with utilization metrics as well as a cleaning map which show the path the robot took during its cleaning routine. The ACP is expected to provide reminders for routine replacement of consumable and renewable components, and preemptive maintenance alerts for all robots. Food and Beverage Automation ADAM is our food and beverage automation robot developed on the NVIDIA Jetson Orin platform. The core concept of ADAM is to develop a fully independent food and beverage business based entirely on robots and automation. The dual six-degree-of-freedom robotic arms are designed to provide the same level of flexibility as a human arm, allowing ADAM to easily emulate human movements. We designed ADAM to be friendly and approachable by giving it a white and round exterior, and designed it to look more like a robot than a human to avoid the “uncanny valley” effect. (The uncanny valley is a concept that suggests that humanoid objects that imperfectly resemble actual human beings provoke uncanny or strangely familiar feelings of uneasiness and revulsion in observers. “Valley” denotes a dip in the human observer’s affinity for the replica, a relation that otherwise increases with the replica’s human likeness.) Future features are expected to include adding natural language processing to allow customers to directly speak their orders to the robot as they would with an employee. ADAM is capable of making a wide variety of beverages including coffee, craft cocktails, and Boba tea autonomously. ADAM is currently serving customers at various venues across the country including inside supermarkets, stadiums, hospitals, and coffee shops across the country. Since 2022, we have rented the ADAM system out for corporate and celebrity events. Clients included global tech firms, accounting firms, global alcoholic beverage companies, and U.S. celebrities. In fiscal year 2024, we accomplished $857,000 in revenue from leasing ADAM for events. Scorpion is a new product for 2025, developed on the same architecture as ADAM, Scorpion can perform many of ADAM’s AI functions at a lower cost and smaller footprint. 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. Just tell Scorpion what mood you are in, and it will craft a totally unique cocktail based on your input and information collected through its sensors. The smaller footprint allows for this intelligent AI bartender to be deployed in a wider variety of environments, providing a more engaging and unique experience, while significantly improving ROI and affordability. On October 17, 2024, we announced our plans to launch 20 robotic restaurant locations in Walmart stores across the country. As of the date of the Original Report, two locations have been secured via franchise agreements: (1) on September 10, 2024, the Company signed a franchise agreement for a new location in Peachtree City, Georgia. This location, slated to commence operations in January 2025, will be operated by Alphamax Management LLC, a wholly-owned subsidiary of the Company; and (2) on August 20, 2024, the Company amended an existing franchise agreement originally intended for Clovis, California, relocating the franchise to Oceanside, California. Clouffee & Tea Clouffee & Tea is our first self-owned restaurant brand. The concept behind Clouffee & Tea is to seamlessly blend innovative technology with a vibrant coffee and tea culture to create an engaging customer experience. Robotic operation presents a uniquely scalable franchise model, which we plan to demonstrate as a successful blueprint for integrating robotics into coffee and tea shop operations. Beyond redefining the beverage experience, Clouffee & Tea will serve as a dynamic platform for technological application and iteration. It will allow us to utilize real-world scenarios for testing new robotic technologies while opening an additional revenue growth channel for the Company. Clouffee & Tea, will open its inaugural franchise store in Las Vegas, Nevada in late January 2025, adding another dimension to our growth strategy 7 Our Industry Our product family was designed to provide labor-intensive businesses with robotic automation solutions. Hospitality is one of the most labor-intensive industries, which is why we have deployed our robots across restaurants, hotels, casinos, hospitals, bars, event spaces, and senior living homes. The nonindustrial service robotics sector includes warehouse picker robots, self-driving floor scrubbers, customer service robots, delivery robots, surgery robots, food harvesting robots for agriculture, underground and underwater inspection robots, security robots, military defense robots, robots for healthcare logistics, drug research robots and others. The market is currently in the phase where end-users and system integrators are still gaining experience in adoption and implementation of nonindustrial service robots. In North America, the primary driver for adoption is expected to be the ongoing trend to automate menial or non-value-adding-tasks. These tasks include cleaning, transport and delivery, hospital logistics, and food preparation. Market Opportunities The primary market for our robots and automation tools are businesses that cannot find affordable or reliable labor to perform certain task. We believe that the current economic environment provides conditions that should drive growth. As of September 2024, there were 13.7 million job openings in the United States, surpassing the number of unemployed Americans. Two key markets for our service robots—restaurants and hotels—present significant opportunities. The American Hotel and Lodging Association reports that the lodging industry encompasses over 55,900 properties nationwide, with 1 in 25 U.S. jobs tied to this sector. The industry contributes an impressive $660 billion annually to the nation’s GDP. Meanwhile, the restaurant sector, the second-largest private employer in the country, employs 1 in 10 Americans. According to the National Restaurant Association, eating and drinking establishments add $1.4 trillion to the U.S. economy in 2024, representing approximately 6% of real GDP. The healthcare sector is also experiencing an unprecedent shortage of workers. According to the American Hospital Association, there will be a shortage of 100,000 critical health care workers by 2028. There is a large market opportunity in solving operational challenges within hospitals due to the critical nature of patient care. An October 2024 report released by the McKinsey Global Institute estimates that 40% of physical work done by people will be automated in less than 20 years. According to the report, the primary benefits of robotics is in addressing labor shortages, increasing throughput, decreasing downtime, and creating safer work environments. Our products not only provide a solution to the labor challenges faced by businesses today, but also a way to improve guest experience, lower operation costs and complexity, and provide a long-term path to stable growth. We believe the excitement around robotics and automation will help accelerate customer adoption of our solutions. Future Growth Opportunities Since becoming a public company in November of 2023, we at Richtech have been focused on executing on our business objectives. The company has made a full transition to offer primarily RaaS products to build a sustainable and scalable business model. We have deployed our restaurant robotic concepts at strategic high-visibility locations. Our diverse customer base and pipeline spans businesses from healthcare to automotive. At Richtech, we continue to lean into our competitive advantages to bring exceptional value to end users. As we continue to drive innovation and expand our market presence, we are strategically positioned to capitalize on multiple growth avenues across our business. Below are the key components of our future growth strategy: Expansion of RaaS Customer Base and Sales Pipeline 2024 has been a momentous year for us, with plenty of transitions, new products and new verticals. Our foray into the healthcare space over the last year has been brief but fruitful. We have signed an agreement for a multi-unit deployment at one of the most prestigious hospitals in the country, with several pilot installations scheduled for Q1 2025 at a few of the largest health systems in the southeast. We have opened conversations with over 15 integrated delivery networks (IDNs) representing over 300 individual acute care hospitals across the country. Our vision is to become one of the largest holistic provider of hospital robotic automation systems in the country by 2026. Combining our technical expertise with a sophisticated understanding of how to generate value in healthcare has meant that we are offering cutting-edge services. Interest in automation within this vertical is very high and we plan to continue expanding in this space. 8 Automotive will also be a key vertical for us in the next few quarters. Adoption of our Titan robot has been rapid, challenging our teams to add on additional staffing to cope with implementation demand. Our current customer pipeline represents over 1,000 end users. We believe this market will have the highest number of robot deployments over the next few quarters. Within all the verticals we work in, Richtech’s objective is to solve issues efficiently, bringing value through innovative robotic solutions that are reliable and cost effective. We continue to innovate, listen to our customers, and deliver competitive and quality solutions to the market. Operational Robotics Restaurants and Partnership with Ghost Kitchens In the restaurant sector, our collaboration with Ghost Kitchens and operations in high-foot-traffic locations like Walmart represent a significant growth opportunity. We have already secured 20 Walmart locations, with the first restaurant set to launch in December 2024. These robot-powered restaurants integrate beverage preparation, food delivery, and other automated services, offering a unique customer experience and cost-efficiency. To support this initiative, we have established Alphamax Management LLC, a wholly owned subsidiary dedicated to standardizing operations and creating scalable models. These frameworks will serve as a blueprint for other operators, enabling us to monetize operational expertise in the future. Additionally, our first self-owned brand, Clouffee & Tea, will open its inaugural franchise store in late January 2025, adding another dimension to our growth strategy. Strategic Partnerships and New Initiatives We continue to expand our partnerships to drive innovation and market penetration. Starting in 2025, we plan to launch a food trailer project with our partners, targeting mobile food services. Through Zipphaus Plus LLC, our joint venture established in 2024, we have secured partnerships with Peet’s Coffee and Kaiser Permanente to operate robotic coffee shops, further diversifying our revenue streams and enhancing brand visibility. Global Expansion Across Key Markets As part of our long-term growth plan, we are actively expanding our presence in international markets, including Asia, Australia, and Europe. Leveraging joint ventures and distributor networks, we aim to establish a strong foothold in these regions. We expect these efforts to contribute significantly to our revenue growth in fiscal year 2025 and beyond, reinforcing our position as a global leader in robotics solutions. 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. 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. We believe that there is only one other competitive product that was launched for room service delivery prior to our Richie and Robbie (now rebranded as Medbot) being introduced to the market. Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized humanoid robots in the U.S. that can be utilized to serve both food and beverages in a real-world environment. We have not seen any other dual-arm humanoid robot such as ADAM with full AI capabilities that has come to market and been deployed at any scale in the United States. ● Deployment Experience and Market Knowledge: The accumulation of experience operating in the US robotics sector gives us an upper hand against new market entrants. 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. 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. The combination of advanced sensors and redundant obstacle avoidance protocols makes our robots extremely safe and intelligent. The ACP maximizes the potential of the data generated by these robots to provide clients a level of insight into the day-to-day operation of their businesses. Advanced features of the ACP include robot control and analysis systems, preemptive maintenance systems, and business optimization systems. One of the key advantages of the ACP is that it allows our AMRs to reliability navigate elevators in multi-floor buildings. 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. 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. If a hotel client is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages in cleaning staff, front desk staff, room service staff, cooks, greeters, bartenders etc. 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. A broad product offering also opens opportunity for cross-selling and upselling within the same customer base. ● Distribution: We have an extensive network of distribution channels with over 30 regional and national distributors. These distribution partners span across a broad array of sectors including healthcare, senior living, hotels, and restaurants. Distribution partners are engaged after a review of market opportunities they bring to Richtech and their company’s capabilities as a distributor. During this engagement process distribution terms are discussed and a distribution agreement is eventually signed. ● Enterprise Partnerships: We have executed Master Service Agreements (“MSAs”) with several large enterprise customers that in total represent over 9,000 restaurants and hotels. Our enterprise customers represent the largest players in the restaurant, hotel, senior living, and casino industries. We believe our ability to form enterprise level partnerships will be a major differentiating factor between us and competitors over the next two-three years. ● Business Model: Richtech is at the forefront of the service robotics market with its current technology and resources to launch a robotics-based franchise business. We believe this is the best way to capitalize on our technology allowing us to produce food and beverage delivery products at a lower cost than competitors. This business model also solves for two of the significant problems the hospitality industry currently faces, labor and quality control. With our transition to Robot-as-a-service (“RaaS”) for our AMR fleet, we are looking to build long-term relationships with Clients, guarantee strong recurring revenue, and create upsell potential for additional services. Our goal is to build a large base of RaaS and franchise customers that will allow us to leverage economies of scale as a competitive advantage. ● Market Coverage: Richtech currently provides deployment and maintenance services to the entire continental United States and Hawaii. We have deployments in over 40 states and anticipate adding more on a monthly basis. Our ability to maximize the addressable market should accelerate the growth of our business. With a larger market share, we can utilize economies of scale to better compete against our competitors. 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. 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. Sales teams will be guided by specific KPIs and sales goals aimed to achieve high quantity robot deployments. Support and fulfillment teams will continue to be scaled along with the number of deployments. ● Penetrate the hotel market with Medbot and Titan: The focus of our marketing and sales efforts will be on expanding our market share in high-value nascent market niches. This strategy is centered around tackling priority markets where there are currently few or no competitors. With our RaaS model, we plan to build a strong long-term customer base that we can leverage as we launch additional services in that niche. The goal is to to increase our market share and occupy a leading position in a short period of time. 10 ● Launch and scale our robotics franchise brand: Our first robotic franchise location is expected to open in early 2025 in Las Vegas for our Clouffee & Tea Robotic restaurant brand. 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. 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. We expect that the franchise robotic restaurant business will generate significant recurring revenue. ● Establish enterprise partnerships: We plan to continue to place strong emphasis on forming enterprise relationships all target sectors. We see enterprise adoption as the biggest stepping stone towards our success. By securing enterprise clients, we will be able to represent ourselves as the most qualified vendor in the service robotic market. ● Expanding our R&D team: We intend to continue to invest heavily in the technical development of new robots and expand our service offerings. This will require us to form additional technical teams to support this development. This new line of robotics will be focused on alleviating skilled nursing duties and substituting for strenuous repetitive tasks that are necessary to keep elderly guests healthy. ● International Expansion: We are in the process of concluding talks with parties located in Europe, Korea, China and Australia to establish joint ventures (“JVs”) for the purpose of bringing our products to international markets. These JVs will be primarily run by our partners in those regions. The primary objective of the JVs will be to sell and distribute products, develop new region-specific or vertical-specific solutions, and tap into international resources for market expansion. 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. For customers, RaaS eliminates the need for large upfront investments, turning capital expenses into manageable operational costs. It minimizes financial risks, enables seamless upgrades to the latest technology, and ensures ongoing maintenance and support of the technology. For Richtech, RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles. 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. 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. While the transition to RaaS will require Richtech to take on additional risk when deploying robots due to the upfront investment in the robot itself and setup costs, we believe that the benefits far outweigh the risks. We are already seeing an increase in deployment numbers and customer adoption since the transition in September 2024. Over a five-year period, RaaS delivers at minimum a 34% boost in customer lifetime value. We believe that customers feel safer signing a RaaS compared to an outright purchase when it comes to adopting new technologies. For Richtech, this facilitates our goal in building a scalable and sustainable business model with a loyal base of customers. 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. 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. This slows down the sales process which increases the cost of sales. ● Service Coverage and Costs: Our customers are spread across the country, and we have not yet reached the scale where we can support a nation-wide maintenance network. 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. 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. This means profit margins could be affected, and our pricing would need to re-evaluated on a regular basis. 11 Competition The service robotics market is new so there is only a limited number of competitors. With the quality of our products, first mover advantages, enterprise partnerships, and a holistic approach to customer needs, we believe we are in a strong position to win a large portion of the market and establish ourselves as the premier provider of service robotics in the hospitality space. Our ACP platform also provides a unique advantage as we believe no competitor is able to match the breadth of information we can collect through implementing robots in multiple sectors of a client’s business. 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. This is because Bear only offers customers a Robot-as-a-Service pricing model while we offer customers the ability to own the robot. The tray on our Matradee is 40% larger and we have one extra tray, which means our robot provides 60% more capacity than Servi. Additionally, Matradee is network independent while Servi requires constant network connectivity to function reliably. ● Pudu Technology Inc.: Pudu is robotics company based out of China that manufactures a variety of delivery robots. 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. Our robots have larger carrying capacities and accessory functions such as the AVM which we believe provides more value to customers. Savioke was acquired by Relay Robotics Inc. in May 2022. ● Aethon: A long-time player in hospital delivery automation, established in 1997, the company is currently owned by the Singaporean sovereign wealth fund. While it has enjoyed being the only solution provider in the space for a number of decades, it has failed to impress customers, leaving most users looking for other solutions when contracts come to term. The technology they use is also outdated, their robots get lost, break down often, and cannot navigate around hallway obstacles. ● Titan ● Pudu Technology Inc.: Pudu is a robotics company based out of China that manufactures a variety of delivery robots. 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 they have a similar robot to Titan, their product development teams are not as agile in providing custom solutions to customers. ● Skylark ● Savioke, Inc.: Savioke/Relay Robotics is the largest provider of hotel room service robotics in the US. Relay only provides one type of solution, while Skylark is multi-functional by design. The value of Skylark to the customer is higher than what is provided by Relay’s product. ● DUST-E ● Avidbots Corp: Avidbots is a Canadian company that designs and manufactures Neo, which is a functional equivalent of the DUST-E MX. The MX offers similar functionality for over $10,000 less, and lower maintenance costs. Avidbots do not manufacture any other models of cleaning robots outside of Neo, limiting their ability to compete with us to only large public and commercial spaces. ● Tennant Company: Based in Minnesota, Tennant’s T7AMR and equivalent robotic ride-on floor scrubbers are direct competitors to the MX. Tennent does not provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces. Additionally, the T7AMR is extremely bulky as it is designed to have a seat for the rider which severely limits its applications in environments that have narrow hallways such as schools, hospitals, and universities. 12 ● ADAM ● Miso Robotics Inc.: Miso Robotics produces single robotic arm food restaurant automation robot, Flippy. Miso has only a handful of live deployments, and the majority of deployments they do have are in test environments with partners. 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 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. 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 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. 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. 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. ClickUp and Jotform are used by the customer service and tech support team to keep track of customer requests and schedule robot installations. LinkedIn Sales Navigator and Apollo.io are utilized for lead generation by the sales and marketing teams. Google Workspace is used across the company for meetings, email, and filesharing. The technical support department also provides feedback to the product development team regarding any issues customers experience with the robots out in the field, as well as requests for additional features. Internal departments which include procurement, manufacturing, and accounting are overseen by the CFO. 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. We both sell and lease our robots to customers and provide accompanying services such as deployment, maintenance, and warranty services. To provide an effective comparison, the table below shows the sales made under Richtech. FY2024 FY2023 Product Sale 32.0 % 91.0 % Service Sale 43.3 % 5.7 % Lease 18.6 % 2.3 % Other 6.1 % 1.0 % 13 Our Customers The majority of our customer base is within the hospitality sector, which is an extremely diversified B2B market where the clients range from individual mom and pop restaurants to large national or global enterprises. We have deployed close to 300 robots over the last several fiscal years. These robots are currently operating in the field across over 40 states and territories in the U.S., providing services in diverse environments including restaurants, casinos, hotels, factories, schools, senior living, hospitals, stadiums and others. 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. 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. Customers are often referred to us by other companies because of our proven track record of successful robotic deployments. For example, when we deployed 28 robots for Flix Brewhouse, we were asked to perform an integration with their ticket management system which was operated by another vendor. This integration was a success, which led to this vendor inviting us as a speaker to their annual customer conference in February 2023. Another example of this is with a tax consulting firm. After meeting through a mutual customer, they invited us to speak in front of their customers about the implications of robotics and how they could leverage robots in their businesses. There is significant interest in robotics at the moment, companies often see us as a useful resource to provide value to their clients. While our current customer base is in the B2B sector, we are actively expanding into the consumer sector with the launch of the ADAM robotic franchises. These include our One Kitchen franchises within Walmart stores around the country and our Clouffee & Tea store in Las Vegas. We plan to grow our customer base in both the B2B and B2C markets by making full use of our strategic advantages in each sector and leveraging relationships within our distribution network. 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. 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. 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. 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. 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. 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. For the Matradee, MedBot and DUST-E products, Richtech outsources manufacturing to contract factories. These factories manufacture the robots to our specifications and installs our software. For the ADAM system, the finished body components are manufactured in China and shipped to the United States where it is assembled. These assembled components are then combined with materials purchased in the United States to complete the system. 14 Our largest current supplier, SUNWING INDUSTRIES LIMITED, provided $1,766,048.24 in materials in 2024. The second largest was UFACTORY TECHNOLOGY, with a purchase amount of $203,400 in 2024. The third was NANJING YUDINGXIN ELECTRONIC, with a purchase amount of $97,875 in 2024. The fourth was INCH TECHNOLOGY CO., LTD, with a purchase amount of $75,473.50 in 2024. The fifth was Maanshan Yushan Huigu design studio, in 2024 with a purchase amount of $59,025. We depend on sole source suppliers for certain components in our products, such as batteries and touchscreens. 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. See “Risk Factors — Risks Related to Our Industry and Business — 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.” and “Risk Factors — Risks Related to Our Industry and Business — We rely on third party manufacturers/suppliers and expect to continue to do so for the foreseeable future. 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. These strategies involve forming relationships, leveraging partner resources, and finding the most effective methods to grow revenue. First, we form relationships with companies that have the most influence and resources in each of the restaurant, hotel, and senior living sectors. For 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. 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. 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. 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. 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. This sales force is our liaison with our partners and customers, who foster these relationships and build a solid foundation for the company. We market our products primarily through digital marketing, sales outreach, industry exhibitions, and client referrals. Direct online inquiries are the main source of our leads. 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. We also hosted sessions at these shows to educate attendees on the value preposition around service robotics. Client referrals and testimonials have also been a strong accelerant to our growth. At one of our recent conventions, we hosted a session where two of our clients went on stage and spoke about the positive impacts of our robots. This included statistics such as how each robot was saving them $36,856 per year in labor costs. As we mentioned, many of our clients also come through referrals from other companies we meet via mutual customers. These companies introduce us to their clients as a resource for customers to learn about robotics and automation, and how they can apply these solutions to their business. 15 Order processing and logistics is managed internally. We currently have five people on our sales team. The sales team earns a flat 5% gross sales commission on top of base salary and bonuses. Orders are created by the sales team and approved for shipping by the Office General Manager. The Office General Manager checks that the order has been paid for, address information has been entered correctly, all required documentation and approvals are uploaded, and generally ensures all proper procedure have been followed before placing into queue. When an order is placed into queue, our logistics team is made aware of the order and move to ready the products for shipping. All robots are quality control tested before packaging and leaving our warehouse. When fully packaged, a robot typically weighs between 200 to 700 pounds so a freight carrier is used. 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. Research and Development In fiscal year 2024, fiscal year 2023 and fiscal year 2022, we spent $2,021 thousand, $1,980 thousand and $1,772 thousand on R&D, respectively. Our R&D efforts in 2024 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. In 2024, 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. 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. We have continued to add features and optimize the robotic cloud management platform to provide better management and data support, along with operational data-based analysis capabilities. The management of robotic solutions under one umbrella continues to be one of our major competitive advantages. 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. 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. These advancements enable robots to perform complex tasks with greater accuracy, adaptability, and speed, pushing the boundaries of automation. Real-time image processing enhances robots’ ability to navigate dynamic environments, recognize objects, and make instantaneous decisions, while advancements in real-time voice processing improve natural language interaction, expanding applications in customer service, healthcare, and beyond. 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. 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. Once suppliers are confirmed and contracted, we move to the next step. The next step in our manufacturing process is the selection of a manufacturing partner. Richtech does not own and operate our own manufacturing plants, instead we use Original Design Manufacturer (ODM) and Original Equipment Manufacturer (OEM) partners that manufacture the products according to our specifications. 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. 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. These prototypes are then rigorously tested by our development teams and we go through an iterative process to refine the prototypes to make sure they meet our production standards. Both the software and hardware of the robots go through multiple rounds of stress testing, with a final round of testing in a real-world application. 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 schedule is approved, the procurement team reviews pricing according to the BOM list, clarifies delivery timelines, signs the purchase contracts, and sends payments. After the production of the product is completed, our procurement team will conduct an on-site quality inspection before the product is packaged and shipped to our warehouse in Las Vegas, NV. Once the product arrives at our warehouse, the technical department will conduct a last round of software and hardware quality control checks. This is to ensure nothing was damaged in shipping and that all elements of the product meet our requirements before delivery to customers. 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. Intellectual Property We currently have 9 pending patents and 3 approved patents. Additionally, we will continue to file patent applications for our innovative inventions. We also hold two registered trademarks, have four trademarks pending approval, and own and operate three domain names. 17 Patents APPLICATION NUMBER TITLE COUNTRY FILING DATE STATUS 17549815 TRAY STABILIZER SYSTEM FOR FOOD DELIVERY ROBOTS U.S. 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. February 12, 2022 Pending 29836627 DEBRIS GATHERING BRUSH ASSEMBLY FOR A CLEANING ROBOT U.S. April 28, 2022 Pending 29908343 SINGLE ARM ROBOT U.S. January 11, 2024 Pending 29924731 POWDER MIXER U.S. January 19, 2024 Pending 29924728 MIXER U.S. January 19, 2024 Pending 29948962 Gripper For A Robotic Arm U.S. June 24, 2024 Pending 29948968 Gripper For A Robotic Arm U.S. 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. Domain Names The company currently owns and operates three domain names: ● www.richtechrobotics.com ● www.richtechrobot.com ● www.richtechsystem.com Employees As of September 30, 2024, we had 57 full-time employees, of which 20 were dispatched workers accounting for 35.1% of our total workforce. These dispatched workers are employees we have contracted through a third-party and are managed directly by us. We believe that we maintain a good working relationship with our employees and to date, we have not experienced any labor disputes. All employees are located in three different office locations: Las Vegas 29, California 1, Florida 1, Illinois 2, Georgia 1, Austin 1, New York 1, China 20. 18 The following table provides a breakdown of our employees by function as of September 30, 2024: Function Number of Employees % of Total R&D 36 63.1 % Tech Support & Customer Service 3 5.3 % Sales & Marketing 8 14 % Business Operation 5 8.8 % Administration 5 8.8 % Total 57 Properties We lease office facilities under noncancelable operating lease agreements. We lease space for our corporate headquarters in Las Vegas, Nevada through August 2027. We had a lease for a second office space in Austin, Texas through April 2024, which was terminated on April 30, 2024. The Company formerly leased retail space in Las Vegas, Nevada, for the operation of its “ClouTea” store. This lease agreement, which was set to expire in January 2025, was terminated effective July 31, 2024. On October 4, 2024, the Company entered into a new lease agreement for retail space located at Space No. B187 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. 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 19 Insurance Richtech is insured by Kaercher Insurance for Commercial General Liability (General Aggregate: $3,000,000), Automobile Liability ($1,000,000), Umbrella Liability ($2,000,000), Workers Compensation ($1,000,000), Property ($870,000), and Directors & Officers ($1,000,000). Material Contracts Richtech expects to derive significant revenue from sales to enterprise customers as part of our long-term strategy. We define “enterprise” customers as companies with annual revenues of over $1 billion. From 2022 through 2024, we have proven the value proposition and reliability of our robots to many of our enterprise clients by running extended pilot programs. We are currently running pilot programs with ten enterprises that represent over 40,000 locations. These pilot programs aim to allow larger or enterprise customers to experience the benefits of adding automation and robotics to their operations. The concept of robotics is foreign to the vast majority of operators in the hospitality space, so a method is needed to build client confidence in our product. Under the pilot program, we grant to our customers a limited, revocable, non-exclusive, non-transferable license to use our robotic products and related software for the purpose of a limited evaluation of their features and operations. The evaluation period is typically between 14 to 30 days. At the end of the pilot period, the customers must return all robots or face additional charges. The Company has a strict no-free-trial policy. Given the complexity and time required to execute a successful enterprise pilot, customers are required to commit capital to show actual interest in our products. The amount we have charged for each pilot program ranges between $500 and $17,000, depending on the product and services involved. Pilot programs are run typically close to cost, and the amount charged to the client roughly covers our employee travel and product shipping expenses. We may not charge the client for additional site visits that may be required (e.g. for product maintenance or support), but the Company incurs no additional material costs to run these pilot programs. At the end of the pilot period, customers will decide whether they want to enter into a longer-term contract with us for our products, either for purchase and/or lease to purchase programs. Purchase orders placed after the pilot program constitute market orders reflecting fully commercialized products at market pricing. Several of our pilot clients have already chosen to move forward with large scale purchase or lease orders following the pilot program. The usage of service robots is a very new concept in the United States, and currently many companies are taking a wait-and-see approach to adoption. Larger corporations and national franchises in particular generally take more time to test out and vet the application of new technologies such as service robots. However, in spite of these challenges, we were still able to close several MSAs with national chain enterprises (as described below) due to the necessity of our products for their operations. The majority of companies that have adopted the service robot technology are smaller businesses that have a much shorter chain of command and make decisions faster. As a result, the vast majority (over 90%) of our existing revenue currently result from purchase or lease contracts from smaller companies. Contracts generally fall into the following categories: (i) lease agreements (with and without trials, straight lease and lease-to-purchase), (ii) purchase agreements, and (iii) maintenance service agreements (for maintenance service on our products). Due to the diversity of our client base, no single customer constitutes greater than 10% of our revenue, and as a result, we are not financially dependent on any one customer. During fiscal 2024, we executed a strategic transition to RaaS agreements, which resulted in a material decrease in recognized revenue. However, as discussed above, this pivot will provide many long-term benefits for the company which include boosting sales volumes and ensuring a predictable recurring revenue stream. For more information on our strategic pivot to RaaS as our business model, see “Item 1 – Business – Our Strategies.” 20 Part of our long-term strategy as we scale up is to secure MSAs with larger corporations and franchises that operate multiple locations, so that we can roll out our products and services across numerous locations. Percentage of sales attributable to our enterprise customers in fiscal year 2024, 2023 and 2022 were 8.08%, 3.82% and 2.06%, respectively. Percentage of sales attributable to our MSA customers in fiscal year 2024, 2023 and 2022 were 7.9%, 3.4% and 0.77%, respectively. We currently have two MSAs in place, all from successful pilot programs. 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 the Original Report, we have recognized $344,270 in revenue under this MSA. $328,411 is reflected in our financials as of September 30, 2024. We received additional purchase orders totaling $127,626 under this MSA during the remainder of 2024. We expect more purchase orders to come in 2025. The current term of the Gaming MSA terminates on the later of December 31, 2026 or the completion of services under the agreement. Either party may terminate the agreement in the event of breach or default and failure to cure such breach or default within 30 days after receiving written notice of such breach or default Pursuant to the Gaming MSA, we have granted to the customer a perpetual, non-revocable, fully paid license (or fully paid sub-license, as the case may be) to allow the customer to use our intellectual property that may be embedded in or associated with any work product delivered under the agreement. 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. We anticipate that the products covered under the Hotel MSA will expand to our other robots, such as cleaning and room service robots, and a nationwide rollout of our products to the other hotel locations in the rest of 2023. As of the date of the Original Report, we have not yet received any orders under the Hotel MSA. Under the Hotel MSA, we have agreed to offer the customer prices, charges, benefits, warranties and terms at least as favorable of those offered to any other customer within the first 24 months of the agreement term. We agreed to grant to the customer and its affiliates a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, transferable, unrestricted, worldwide license for internal and external purposes, to use, modify, copy, display, support, and operate the Company’s products, software or intellectual property. The term of the Hotel MSA is perpetual until terminated by either party. The customer may terminate the Hotel MSA at any time with or without cause upon 30 days’ prior written notice to us; the Company may only terminate the agreement upon written notice for the customer’s failure to make payment under the agreement (and failure to cure within 30 days following receipt of written notice of non-payment). Under the Hotel MSA, we provide a one-year manufacturer’s limited product warranty, with option to extend to two or three years for additional payments. We had a third MSA with one of the nation’s largest restaurant chains with over 2,000 locations in the United States (the “Restaurant MSA”). The Restaurant MSA had a term of two years beginning in September 2022 and expired in September 2024. We expect to sign new MSAs in fiscal year 2025. On October 16, 2024, we entered into a binding LOI with Ghost Kitchens America. Under the terms of the LOI, the parties agreed to enter into a franchise agreement, pursuant to which the Company will acquire exclusive rights to operate 20 Walmart-located “One Kitchen” restaurants. 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 the Original 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. 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. 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. 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. The contents of our websites are not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.