RICHTECH ROBOTICS INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 88-2870106 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4175 Cameron St Ste 1 Las Vegas , NV 89103 (Address of principal executive offices) (Zip Code) (866) 236-3835 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol(s): Name of Each Exchange on Which Registered: Class B Common Stock, par value $0.0001 per share RR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ As of May 14, 2025, there were 39,934,846 shares of the Company’s Class A common stock and 74,868,935 shares of the Company’s Class B common stock issued and outstanding. RICHTECH ROBOTICS INC. Quarterly Report on Form 10-Q Table of Contents PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements (Unaudited) 1 Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and September 30, 2024 1 Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited) 3 Consolidated Statements of Cash Flows for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited) 5 Notes to Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures PART II. OTHER INFORMATION 21 Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosures 22 Item 5. Other Information 22 Item 6. Exhibits 22 SIGNATURES 23 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the section of this Report entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in this Report and in the “ Risk Factors ” section of our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2024 (“2024 Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our operations and business prospects are always subject to risks and uncertainties including, among others: ● Our ability to secure raw materials and components to manufacture sufficient quantities of robots to match demand; ● Our ability to secure enterprise clients and deals in the face of growing competition; ● Assumptions around the speed of robotic adoption in service environments; ● Assumptions relating to the size of the market for our products and services; ● Unanticipated regulations of robots and automation that add barriers to adoption and have a negative effect on our business; ● Our ability to obtain and maintain intellectual property protection for our products; and ● Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing. These forward-looking statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “ Management’s Discussion and Analysis of Financial Condition and Results of Operation ” section contain in this Report and in the “ Risk Factors ” and other sections of the 2024 Annual Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from, and worse than, what we expect. We qualify all our forward-looking statements by these cautionary statements. The forward-looking statements made in this Report relate only to events or information as of the date of this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect. ii PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements RICHTECH ROBOTICS INC. Unaudited Consolidated Balance Sheets (In thousands, except share and per share data) March 31, September 30, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 11,126 $ 14,566 Short term investment 30,712 15,940 Accounts receivable, (net of allowance for doubtful accounts) 1,680 1,359 Inventory 1,491 1,148 Prepaid expenses and other current assets 130 33 Total current assets 45,139 33,046 Property and equipment, net 816 738 Operating lease right-of-use-assets 859 506 Intangible assets, Net 9,384 7,621 Other assets, non-current 981 740 Total assets $ 57,179 $ 42,651 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 302 $ 150 Accrued expenses 2 97 Other payable 4 - Short-term loan - 53 Tax payables 24 5 Operating lease liabilities, current 264 150 Total current liabilities 596 455 Long-term payables 129 102 Operating lease liabilities, non-current 595 356 Total liabilities 1,320 913 Commitments and contingencies (Notes 7) Stockholders’ equity: Class A common stock, $ 0.0001 par, 100,000,000 shares authorized as of March 31, 2025 and September 30, 2024, 39,934,846 shares issued and outstanding as of March 31, 2025 and September 30, 2023, respectively $ 4 $ 4 Class B common stock, $ 0.0001 par, 200,000,000 shares authorized as of March 31, 2025 and September 30, 2024, 74,868,935 shares and 53,795,254 shares issued and outstanding as of December 31, 2024 and September 30, 2023, respectively. 7 6 Additional Paid-in Capital 71,913 49,667 Retained earnings ( 16,027 ) ( 7,939 ) Total controlling stockholders’ equity 55,897 41,738 Non-controlling interests ( 38 ) - Total stockholder’s equity 55,859 41,738 Total liabilities and stockholder’s equity $ 57,179 $ 42,651 1 RICHTECH ROBOTICS INC. Unaudited Consolidated statements of Operations (In thousands, except share and per share data) Six months ended March 31, Three months ended March 31, 2025 2024 2025 2024 Revenue, net $ 2,424 2,272 $ 1,167 1,165 Cost of revenue, net 577 982 454 485 Gross profit 1,847 1,290 713 680 Operating expenses: Research and development 804 1,247 320 413 Sales and marketing 615 787 370 192 General and administrative 9,265 2,464 4,962 1,021 Total operating expenses 10,684 4,498 5,652 1,626 Loss from operations ( 8,837 ) ( 3,208 ) ( 4,939 ) ( 946 ) Non-operating income(expense): Investment Income 720 - 387 - Interest expense, net ( 9 ) ( 660 ) ( 5 ) ( 174 ) Total other expense 711 ( 660 ) 382 ( 174 ) Loss before income tax expense ( 8,126 ) ( 3,868 ) ( 4,557 ) ( 1,120 ) Income tax benefit/(expense) - - - - Consolidated net loss ( 8,126 ) ( 3,868 ) ( 4,557 ) ( 1,120 ) Less: Net loss Attributable to Non-Controlling Interest ( 38 ) - ( 17 ) - Net loss attributable to the Company ( 8,088 ) ( 3,868 ) ( 4,540 ) ( 1,120 ) Net loss attributable to common stockholders $ ( 8,088 ) ( 3,868 ) $ ( 4,540 ) ( 1,120 ) Basic and diluted net loss per share of common stock $ ( 0.08 ) ( 0.06 ) $ ( 0.04 ) ( 0.02 ) 2 Richtech Robotics Inc. Unaudited Consolidated Statements of Equity For the six months ended March 31, 2024 and 2023 (In thousands except share data) (unaudited ) Common stock* Additional Retained earnings Total Class A Class B Paid-in (Accumulated Shareholders’ Shares Amount Shares Amount Capital deficit) NCI equity Balance at September 30, 2024 39,934,846 $ 4 53,795,254 $ 6 $ 49,667 $ ( 7,939 ) $ - $ 41,738 Issuance of Common Shares for Intangible Asset Acquisition - - 4,088,000 - 2,454 - - 2,454 Issurance of shares upon exercise of warrants for cash - - 12,488,075 1 16,858 16,859 Shares Issued to Employees and Directors - - 3,395,153 - 867 - - 867 Transfer to ESOP trust (unallocated) - 300,000 - 513 513 Shares Issued for services - - 802,453 1,489 - - 1,489 Capital contribution to controlled subsidiary - - - - 65 - ( 38 ) 27 Net loss - - - - ( 8,088 ) - ( 8,088 ) Balance at March 31, 2025 39,934,846 $ 4 74,868,935 $ 7 $ 71,913 $ ( 16,027 ) $ ( 38 ) $ 55,859 Common stock* Additional Retained earnings Total Class A Class B Paid-in (Accumulated Shareholders’ Shares Amount Shares Amount Capital deficit ) equity Balance at September 30, 2023 44,353,846 $ 4 17,813,000 $ 2 $ 4,602 $ 201 $ 4,809 Initial public offering related expenses - - - - ( 1,435 ) - ( 1,435 ) Common stock Issuance for initial public offering - - 2,142,563 - 10,713 - 10,713 Issurance of new shares - - 2,327,847 - - - - Net loss - - - - - ( 3,868 ) ( 3,868 ) Balance at March 31, 2024 44,353,846 $ 4 22,283,410 $ 2 $ 13,880 $ ( 3,667 ) $ 10,219 3 Richtech Robotics Inc Statements of Equity For the three months ended March 31, 2025 and 2024 (in thousands, except per share data) (unaudited) Common stock* Additional Retained earnings Total Class A Class B Paid-in (Accumulated Shareholders’ Shares Amount Shares Amount Capital deficit) NCI equity Balance at December 31, 2024 39,934,846 $ 4 67,623,705 $ 7 $ 61,366 $ ( 11,487 ) $ ( 21 ) $ 49,869 Shares Issued for services - - 430,822 - 1,175 - - 1,175 Issuance of warrants for cash - - 6,514,408 - 8,794 - - 8,794 Transfer to ESOP trust (unallocated) - - 300,000 - 513 - - 513 Capital contribution to controlled subsidiary - - - - 65 - ( 17 ) 48 Net loss - - - - - ( 4,540 ) - ( 4,540 ) Balance at March 31, 2025 39,934,846 $ 4 74,868,935 $ 7 $ 71,913 $ ( 16,027 ) $ ( 38 ) $ 55,859 Common stock* Additional Retained earnings Total Class A Class B Paid-in (Accumulated Shareholders’ Shares Amount Shares Amount Capital deficit) equity Balance at December 31, 2023 44,353,846 $ 4 19,955,563 $ 2 $ 13,888 $ ( 2,547 ) $ 11,347 Initial public offering related expenses - - - - ( 8 ) - ( 8 ) Issurance of New Shares - - 2,327,847 - - - - Conversion from class A to Class B common stock - - - - - - - Net loss - - - - - ( 1,120 ) ( 1,120 ) Balance at March 31, 2024 44,353,846 $ 4 22,283,410 $ 2 $ 13,880 $ ( 3,667 ) $ 10,219 4 RICHTECH ROBOTICS, INC. Consolidated Statements of Cash Flows For the six months ended March 31, 2025 and 2024 (In thousands) (unaudited) 2025 2024 Cash flows from operating Activities: Net loss $ ( 8,126 ) $ ( 3,868 ) Adjustments to reconcile net income to net cash provided by operating activities: Accounts receivable ( 321 ) 1,823 Inventory ( 343 ) 530 Prepaid expenses and other current assets ( 97 ) 17 Right-of-use asset ( 353 ) 57 Accounts payable 152 ( 969 ) Tax payable 19 ( 18 ) Accrued expenses ( 91 ) ( 58 ) Depreciation and amortization 730 3 Operating lease liabilities, current 115 6 Operating lease liabilities, non- current 239 ( 63 ) Net cash provided by operating activities ( 8,076 ) ( 2,540 ) Cash flows from investing activities: Purchase of equipment ( 116 ) - Purchase of short-term investments ( 14,773 ) - Purchase of long-term investments ( 241 ) - Cash used for lending to related parties - ( 37 ) Net cash used in investing activities ( 15,130 ) ( 37 ) Cash flows from financing activities: Payment of loans received from third parties ( 53 ) ( 939 ) Loans received from third parties 27 2,000 Payment of related party debt - - Proceeds from issuance of ordinary shares 19,792 - Proceeds from stockholder capital injection - 9,278 Net Cash used in financing activities 19,766 10,339 Net change in cash and cash equivalents ( 3,440 ) 7,762 Cash, cash equivalents and restricted cash at beginning of the period $ 14,566 $ 433 Cash, cash equivalents and restricted cash at end of the period $ 11,126 $ 8,195 5 NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024 (Dollars in thousands, unless otherwise stated) NOTE 1: Nature of Business Description of Business Richtech Robotics Inc. (“we”, “us”, “our” “Richtech” or the “Company”), is a C-Corporation registered in Nevada. Richtech was converted from Richtech Creative Displays, LLC on June 22, 2022 , and is the predecessor of Richtech. Richtech Creative Displays, LLC was established on July 19, 2016 in Nevada. We are a leading provider of service robotic solutions. We develop, manufacture, and deploy novel products that address the growing need for automation in the service industry and provide service automation solutions that directly address the labor shortage problem affecting the US service industry. Our solutions include delivery, commercial cleaning, food & beverage service, and customization and development service, which have been implemented in more than 80 cities across the United States in restaurants, hotels, casinos, senior living homes, factories and retail centers. Our solutions automate repetitive and time-consuming tasks which allows clients to reallocate labor hours to more value-creating roles. Many of our clients see our robotic solutions as crucial to expanding and scaling their businesses. Our goal is to be a long-term partner to our clients, providing them with a range of robotic solutions to alleviate their problems. Risk and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company competes with many companies that currently have extensive and well-funded projects and marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering on November 21, 2023, (B) in which our total annual gross revenue is at least $ 1.235 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $ 700.0 million as of our most recently completed second fiscal quarter and (2) the date on which we have issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period. 6 NOTE 2: Summary of Significant Accounting Policies Basis of Presentation These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Segment Reporting Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings. Accounts Receivable Our accounts receivable primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables are presented net of any rebates, price protection adjustments, and allowance for credit losses. In addition to trade receivables, our accounts receivable also include unbilled receivables. These primarily relate to work completed on development services and semi-custom products for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and collected within twelve months. We actively manage our exposure to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals. We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk. To account for potential losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments. As of March 31, 2025, the allowance for credit losses was $ 103 thousand, compared to $ 197 thousand as of September 30, 2024. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential risks for uncollectible accounts. Inventories We value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. We fully reserve for inventories and non-cancellable purchase orders for inventory deemed obsolete. We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional inventory carrying value adjustments may be required. 7 Inventory as of March 31,2025 and September 30, 2024 are as follows: March 31, 2025 September 30, 2024 Raw materials $ 961 $ 619 Finished goods 530 529 Total inventories $ 1,491 $ 1,148 Property, and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of equipment is two to six years , and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements. Property and equipment, as of March 31, 2025 and September 30, 2024 are as follows: March 31, September 30, 2025 2024 Furniture, fixtures & equipment $ 827 $ 788 Equipment held for lease 79 - Leasehold improvements 4 4 910 792 Accumulated depreciation ( 94 ) ( 54 ) Property and equipment, net $ 816 $ 738 Depreciation expenses for the six months ended March 31, 2025 and the fiscal year ended 2024 were $ 40 and $ 6 , respectively. Intangible Asset, net The Company’s intangible assets consist of multiple systems purchased for our robotic product. These assets are amortized using the straight-line method over their estimated useful life of 10 years. Intangible Asset, as of March 31, 2025 and September 30, 2024 are as follows: March 31, September 30, 2025 2024 Intangible Asset $ 10,142 $ 7,688 Accumulated Amortization ( 758 ) ( 67 ) Intangible Asset, net $ 9,384 $ 7,621 Amortization expenses for the six months ended March 31, 2025 and the fiscal year ended 2024 were $ 691 and $ 67 , respectively. Stockholders’ Equity In January 2025, the Company received warrant exercise notices from three investors, collectively exercising an aggregate of 3,814,611 warrants, resulting in the issuance of 3,814,611 shares of Class B common stock and proceeds to the Company of $ 5,149,724.85 , net of financial advisory fees. On February 10, 2025, the Company entered into a warrant exercise inducement offer letter, which led to the exercise of warrants for 2,699,797 shares of Class B common stock, generating gross proceeds of approximately $ 3,644,726 before deducting financial advisory fees. In consideration for this exercise, the Company issued 2,699,797 new warrants with an exercise price of $ 4.00 per share. 8 During the three months ended March 31, 2025, the Company issued an aggregate of 730,822 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 430,822 shares of Class B common stock were issued as compensation for consulting services, resulting in an increase of $ 1,174 thousand to Additional Paid-in Capital in accordance with ASC 718; (ii) 300,000 shares of Class B common stock were transferred to the Company’s Employee Stock Ownership Plan (ESOP) trust for future allocation to eligible employees. These shares are currently unallocated within the ESOP trust. The transfer resulted in an increase of $ 513 ,000 to Additional Paid-in Capital in accordance with ASC 718. Revenue Recognition Revenue is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Product Revenue We generate revenue through the sale of our branded robotic products directly to customers. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers. There is a single performance obligation in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract. Revenue from Robots-as-a-Service (RaaS) As part of our evolving business model, we generate revenue through our Robots-as-a-Service (“RaaS”) offerings, which provide customers with ongoing access to our robotic solutions under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the customer benefits from the use of the robotic solutions. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. These costs are included in selling expenses. We account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. We record the related costs within cost of goods sold. 9 Research and Development Costs Research and development costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation, and other allocated expenses. Research and development costs are expensed as incurred. Income Taxes The Company accounts for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some portion or all of a deferred tax asset will not be realized. Tax positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. The Company recognizes interest and penalties on income taxes as a component of income tax expense. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted the new standard on January 1, 2022 for our fiscal years ended September 30, 2023 and 2024. We had operating leases for which we were required to recognize a right-of-use asset and lease liability. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, we would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard will be effective for us beginning January 1, 2022, with early adoption of the amendments permitted. The adoption of ASU 2019-12 did not have a material impact on our financial statements and disclosures. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. The Company has determined the adoption of ASU 2021-04 did not have a material impact on our financial statements and disclosures. 10 NOTE 3: Earnings per Share Six months ended March 31, 2025 2024 Numerators: Net loss attributable to common stockholders $ ( 8,088 ) $ ( 3,868 ) Denominator: Weighted Average ordinary shares used in computing 103,931,521 64,309,409 Basis and diluted net loss per share (in each dollar) $ ( 0.08 ) $ ( 0.06 ) NOTE 4: Income Taxes We have no material uncertain tax positions as of March 31, 2025 and 2024. It is our policy to recognize interest and penalties related expenses on income tax as a component of income tax expense, in our audited condensed consolidated statements of operations and comprehensive income. As of March 31, 2025 and 2024, we have not accrued any interest or penalties associated with uncertain tax positions. Note 5 Commitments and Contingencies Lease We lease office facilities under non-cancelable operating lease agreements. We lease space for our corporate headquarters in Las Vegas, Nevada through August 2027. The components of leases and lease costs are as follows (in thousands): Operating leases As of March 31, 2025 As of September 30, 2024 Operating lease right-of use assets $ 859 $ 506 Operating lease liabilities, current portion $ 264 $ 150 Operating lease liabilities, non-current portion 595 356 Total operating lease liabilities $ 859 $ 506 Operating leases Six Months Ended March 31, 2025 Six Months Ended March 31, 2024 Operating lease cost $ 149 $ 98 11 Future minimum lease payments under these leases as of March 31, 2025, are approximately as follow: Fiscal Year Amount Reminder of 2025 $ 130 2026 298 2027 307 2028 54 2029 56 2030 19 Total future minimum lease payments $ 864 NOTE 6: Subsequent Events The Company has identified the following material subsequent events that occurred after December 31, 2024, and through the date of this report: ● Richtech Holdings LLC: We formed a new sub-company, Richtech Holdings LLC, for the purpose of purchasing a new office located at 2975 Lincoln Rd, Las Vegas, NV 89115. The purchase is expected to close by the end of May 2025. ● Newark, CA Office: We entered into an agreement to rent a new office in Newark, California on May 1, 2025. This office will be used to expand the Company’s research and development team in the Silicon Valley area. ● AlphaMax “Babaz” Store: A new AlphaMax store, operating under the brand name “Babaz,” is scheduled to open in Oceanside, California. The store is expected to be opened by the end of Summer 2025. ● China Joint Venture: We established a new joint venture in China, named Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. with Detian Rongzi (Beijing) Technology Co. Ltd. on December 25, 2024. Richtech Robotics Inc. owns 51 % of this joint venture, which will primarily focus on the Asian market for service robots. ● Warrant Issuance: In connection with the Warrant Inducement previously disclosed, and pursuant to the engagement letter with Rodman & Renshaw LLC, the Company issued to Rodman additional placement agent warrants to purchase an aggregate of 188,986 shares of Class B common stock at an exercise price of $ 5.00 per share. These placement agent warrants are immediately exercisable and valid for five years from issuance. As of April 15, 2025, all such additional placement agent warrants remain outstanding. 12 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and in our other filings with the Securities and Exchange Commission (the “SEC”). The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” in our 2024 Annual Report and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below. Overview We are a leading provider of service robotic solutions by developing, manufacturing, and deploying novel products that 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. 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 the Second Quarter of Fiscal Year 2025 ● Strategic Transition to Robotics-as-a-Service: We continued to advance the implementation of our RaaS model during the second quarter. This business model is designed to generate more consistent and recurring revenue by increasing customer access to our robotic solutions. During the quarter, we engaged in active negotiations with several leading enterprise groups in the automobile sector regarding large-scale RaaS deployments. As a result, in April 2025, we signed a Master Services Agreement (MSA) with a car retailer/dealership enterprise group with more than 150 locations in its dealership network, creating potential deployments for our products. This agreement represents a key milestone in the ongoing expansion of our RaaS strategy and is expected to meaningfully accelerate deployment activity and revenue conversion in the second half of the fiscal year. ● Continued Investment in Research and Development: In the second quarter of fiscal year 2025, we continued to expand our investment in research and development, reflecting our ongoing commitment to innovation and long-term growth. In addition to recruiting top talent in robotics and artificial intelligence, we are in discussion in regards to potential collaboration with leading technology organizations in Silicon Valley and well-established U.S. universities. These efforts are focused on the development of a new generation of robotic systems designed to address a wider range of commercial applications across multiple industries. The new robot currently under development is expected to be introduced by the end of calendar year 2025. Its design emphasizes scalability, adaptability, and deployment efficiency, with a particular focus on modular construction to streamline production and reduce on-site installation time. We are also accelerating the integration of advanced AI capabilities into both the software and hardware layers to enhance autonomous performance and operational flexibility in complex business environments. ● Expansion of Sales and Marketing Efforts: In the second quarter of fiscal year 2025, we continued to scale our sales and marketing efforts to support RaaS adoption. We expanded online campaigns and participated in industry events and trade shows to increase visibility. As more paying event clients used our ADAM and Scorpion robots in short-term applications, product exposure and brand recognition grew across multiple sectors. These commercial use cases, combined with strong customer feedback and visible ROI, contributed to positive word-of-mouth and increased inbound interest. Additionally, at CES 2025, our ADAM robot was featured in the opening keynote presentation by NVIDIA, further raising our profile within the technology and robotics industries. ● In partnership with Ghost Kitchen Brands, we are supporting the rollout of One Kitchen (a brand under Ghost Kitchen Brands) within select Walmart locations. The first store opened near Chicago in the first quarter of fiscal year 2025. A second location opened on March 1, 2025, in Peachtree City, Georgia, expanding our presence in the Southeast and serving as a pilot for refining operations. An additional location near San Jose, California, is planned for summer 2025. In February 2025, we also launched our first Clouffee & Tea store, introducing our own robotic coffee and tea concept. We plan to expand this brand with additional locations in the coming months. 13 Recent Developments In January 2025, we received warrant exercise notices from three investors, collectively exercising an aggregate of 3,814,611 warrants. As a result, we issued an aggregate of 3,814,611 shares of Class B common stock and received aggregate proceeds of $5,149,724.85. Rodman was paid a fee equal to 7% of the gross proceeds of the warrant exercises, pursuant to the Rodman Engagement Letter. On February 10, 2025, we entered into a warrant exercise inducement offer letter with a holder of Existing Warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock, to exercise its Existing Warrants at the existing exercise price of $1.35 per share, generating gross proceeds of approximately $3,644,726 before deducting financial advisory fees. In consideration for the immediate exercise of the Existing Warrants, we issued to such holder 2,699,797 Inducement Warrants with an exercise price of $4.00 per share, which are immediately exercisable and valid for five years from issuance. The shares of Class B common stock underlying the Inducement Warrants are entitled to registration rights. In connection with the Armistice Warrant Inducement, and pursuant to the Rodman Engagement Letter, Rodman was paid a fee equal to 7% of the gross proceeds of the Existing Warrant exercises and will be entitled to 7% of the proceeds from any exercise of the Inducement Warrants. In addition, we issued to Rodman warrants to purchase an aggregate of 188,986 shares of Class B common stock at an exercise price of $5.00 per share, which are immediately exercisable and valid for five years from issuance, pursuant to the Rodman Engagement Letter. On February 13, 2025, we entered into a Settlement Agreement with ACSS, pursuant to which the parties agreed to mutually release and all claims against each other arising out of that certain engagement letter, dated as of July 2, 2024, by and between the Company and ACSS. Pursuant to the Settlement Agreement, we agreed to pay to ACSS a sum of $430,000. 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 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; ● We anticipate that our general and administrative expenses will continue to increase in the future as a result of increased costs associated with operating as a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys, and accountants, and personnel-related stock-based compensation costs, among other expenses, and, in the case of public company-related expenses, services associated with strengthening our internal control over financial reporting, maintaining compliance with Nasdaq listing and SEC reporting requirements, director and officer liability insurance costs, and investor and public relations costs, among other expenses. ● 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. ● The rising interest rate will lead to a higher borrowing cost. It will increase our costs for any potential future borrowings and financing activities. Higher interest rates reduce consumer spending and business investment, causing the economy to contract, which will impact on our business and will reduce our customers’ purchasing power. 14 ● Tariffs and Trade Policies: Changes and uncertainty in United States and international trade policies, including the imposition or expansion of tariffs, may adversely affect our operations, cost structure, and ability to engage in long-term planning. ● We have implemented domestic manufacturing and supply chain strategies to mitigate exposure to tariff-related risks. Based on our internal analysis, the estimated impact of current tariffs on cost of our goods sold is approximately 1 percent to 5 percent. Future policy changes or new trade restrictions may disrupt the supply chain and limit our ability to expand into international markets. We are actively monitoring trade policy developments and are evaluating mitigation strategies, including supplier diversification and adjustments to our pricing models, to reduce potential adverse effects. Results of Operations Comparison of the six months ended March 31, 2025 and 2024 The following table summarizes our results of operations (in thousands) for the six months and the three months ended March 31, 2025 and 2024, together with the dollar change in those items from period to period: Six months ended March 31, Three months ended March 31, 2025 2024 Change 2025 2024 Changes Revenue, net $ 2,424 $ 2,272 $ 152 $ 1,167 $ 1,165 $ 2 Cost of revenue, net 577 982 (405 ) 454 485 (31 ) Gross profit 1,847 1,290 557 713 680 32 Operating expenses: Research and development 804 1,247 (443 ) 320 413 (93 ) Sales and marketing 615 787 (172 ) 370 192 178 General and administrative 9,265 2,464 6,801 4,962 1,021 3,941 Total operating expenses 10,684 4,498 6,186 5,652 1,626 4,026 Loss from operations (8,837 ) (3,208 ) (5,629 ) (4,939 ) (946 ) (3,993 ) Non-operating income(expense): Investment Income 720 - 720 387 - 387 Interest expenses, net (9 ) (660 ) 651 (5 ) (174 ) 169 Total other expenses 711 (660 ) 1,371 382 (174 ) 556 Loss before income tax expense (8,126 ) (3,868 ) (4,258 ) (4,557 ) (1,120 ) (3,437 ) Income tax benefit/(expense) - - - - - - Consolidated net loss (8,126 ) (3,868 ) (4,258 ) (4,557 ) (1,120 ) (3,437 ) Less: Net loss Attributable to Non-Controlling Interest (38 ) - (38 ) (17 ) - (17 ) Net loss attributable to the company $ (8,088 ) $ (3,868 ) $ (4,220 ) (4,540 ) (1,120 ) $ (3,420 ) 15 Revenue For the six months ended March 31, 2025, net revenue increased by $152 thousand, or approximately 6.7%, to $2,424 thousand, compared to $2,272 thousand for the same period in 2024. For the three months ended March 31, 2025, net revenue increased slightly by $2 thousand, or approximately 0.2%, to $1,167 thousand, compared to $1,165 thousand for the same period in 2024. The overall increase in revenue is primarily attributable to the continued positive impact of our Robots-as-a-Service (RaaS) model and the ongoing expansion of Alphamax Management LLC, a wholly-owned subsidiary of the Company (“Alphamax”). Six months ended March 31, Three months ended March 31, 2025 2024 Change 2025 2024 Change Robotics Product revenue $ 1,414 $ 670 $ 744 $ 664 $ 482 $ 182 Service/Rental revenue 433 1,214 (781 ) 300 415 (115 ) Leasing revenue 245 174 71 107 161 (54 ) Total Robotics revenue 2,092 2,058 34 1,071 1058 13 Smart hardware/ Interactive system 6 56 (50 ) - 10 (10 ) Cloutea* - 158 (158 ) - 97 (97 ) AlphaMax* 326 - 326 96 0 96 Total $ 2,424 $ 2,272 $ 152 $ 1,167 $ 1,165 $ 2 * Cloutea is the revenue generated from our boba tea store opened in May, 2023. 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 has been opened in a new location in Las Vegas in February 2025. * Alphamax is a wholly-owned subsidiary of the Company, established to spearhead our expansion into the food and beverage sector. As a consulting and management company, Alphamax oversees the operation of our innovative food and beverage concepts, including the interactive robot barista cafe. This initiative will serve as a model for future development and expansion within the food and beverage industry, showcasing the potential of our advanced robotic technologies in revolutionizing customer experiences and streamlining operations. Cost of Revenue, net Cost of revenue, net, decreased significantly for both the six and three months ended March 31, 2025: For the six months ended March 31, 2025, cost of revenue, net, decreased by $405 thousand, or approximately 41.2%, to $577 thousand, compared to $982 thousand for the same period in 2024. For the three months ended March 31, 2025, cost of revenue, net, decreased by $31 thousand, or approximately 6.4%, to $454 thousand, compared to $485 thousand for the same period in 2024. This overall decrease is primarily attributable to the continued transition towards our Robots-as-a-Service (RaaS) model. Under the RaaS model, we recognize revenue from leasing our robots to customers, rather than from outright sales. This shift impacts the timing of cost recognition. When a robot is leased, certain upfront costs, which would have been recognized immediately under a sales model, are instead recognized over the lease term. This results in lower cost of revenue in the current periods. We expect the RaaS model to continue to influence our cost of revenue in future periods as it becomes a larger portion of our business. 16 Product Revenue: Product revenue increased substantially for both periods, indicating continued strong demand for our robotic solutions: ● For the six months ended March 31, 2025, product revenue increased by $744 thousand, or approximately 111.0%, to $1,414 thousand, compared to $670 thousand in 2024. ● For the three months ended March 31, 2025, product revenue increased by $182 thousand, or approximately 37.7%, to $664 thousand, compared to $482 thousand in 2024. Service/Rental Revenue: Service/Rental revenue decreased significantly, reflecting the ongoing strategic shift towards our RaaS model: ● For the six months ended March 31, 2025, service/rental revenue decreased by $781 thousand, or approximately 64.3%, to $433 thousand, compared to $1,214 thousand in 2024. ● For the three months ended March 31, 2025, service/rental revenue decreased by $115 thousand, or approximately 27.7%, to $300 thousand, compared to $415 thousand in 2024. Leasing Revenue: Leasing revenue showed a notable increase over the six-month period, demonstrating the growing adoption of our RaaS model: ● For the six months ended March 31, 2025, leasing revenue increased by $71 thousand, or approximately 40.8%, to $245 thousand, compared to $174 thousand in 2024. ● For the three months ended March 31, 2025, leasing revenue decreased by $54 thousand, or approximately 33.5%, to $107 thousand, compared to $161 thousand in 2024. Gross Profit Gross profit increased significantly for both the six and three months ended March 31, 2025: For the six months ended March 31, 2025, gross profit increased by $557 thousand, or approximately 43.2%, to $1,847 thousand, compared to $1,290 thousand for the same period in 2024. For the three months ended March 31, 2025, gross profit increased by $32 thousand, or approximately 4.7%, to $712 thousand, compared to $680 thousand for the same period in 2024. This improvement in gross profit is directly related to the decrease in cost of revenue, net, as discussed in the preceding section. The substantial increase in gross profit for the six months ended March 31, 2025, is primarily due to shift in our sales mix towards higher-margin RaaS offerings. A relatively less increase in gross profit for the three months ended March 31, 2025 compared to the same period in 2024 is due to the timing of a key customer’s transition from pilot phase to a signed Master Services Agreement in April 2025, resulting in the deferral of related deployments and revenue to future periods. Research and development expenses Research and development expenses decreased substantially for both the six and three months ended March 31, 2025: For the six months ended March 31, 2025, research and development expenses decreased by $443 thousand, or approximately 35.5%, to $804 thousand, compared to $1,247 thousand for the same period in 2024. For the three months ended March 31, 2025, research and development expenses decreased by $93 thousand, or approximately 22.5%, to $320 thousand, compared to $413 thousand for the same period in 2024. The decrease in research and development expenses is primarily due to: completion of major development projects. The Company completed several major development projects during the latter part of 2024, which has resulted in a reduction in hardware-related R&D spending in the first half of 2025. 17 Sales and Marketing Expenses Sales and marketing expenses showed mixed trends for the six and three months ended March 31, 2025: For the six months ended March 31, 2025, sales and marketing expenses decreased by $172 thousand, or approximately 21.8%, to $615 thousand, compared to $787 thousand for the same period in 2024. For the three months ended March 31, 2025, sales and marketing expenses increased by $178 thousand, or approximately 92.7%, to $370 thousand, compared to $192 thousand for the same period in 2024. The overall trend reflects a shift in the timing of our sales and marketing activities. The decrease in sales and marketing expenses for the six months ended March 31, 2025, is primarily due to: o Reduced spending on specific marketing campaigns that occurred in the prior year’s period. o Cost-saving measures implemented to improve efficiency in sales operations. o A shift towards more cost-effective digital marketing strategies. The increase in sales and marketing expenses for the three months ended March 31, 2025, is primarily due to: o Increased investment in sales personnel to support the growth of our RaaS model. o Higher advertising and promotional expenses related to a new product launch. o Participation in industry trade shows and events. We are continuously evaluating the effectiveness of our sales and marketing investments to ensure they align with our strategic objectives and drive sustainable revenue growth. General and Administrative Expenses General and administrative expenses increased substantially for both the six and three months ended March 31, 2025: For the six months ended March 31, 2025, general and administrative expenses increased by $6,801 thousand, or approximately 275.9%, to $9,265 thousand, compared to $2,464 thousand for the same period in 2024. For the three months ended March 31, 2025, general and administrative expenses increased by $3,942 thousand, or approximately 386.5%, to $4,962 thousand, compared to $1,021 thousand for the same period in 2024. The increase in general and administrative expenses for the current period was primarily driven by the following factors: Settlement expenses: A significant portion of the increase was attributable to a settlement reached with AC Sunshine Securities LLC (“ACSS”). As disclosed in the Settlement Agreement dated February 13, 2025, the Company agreed to pay $430 thousand to ACSS to resolve a dispute related to a prior engagement letter. This amount is included in general and administrative expenses for the period. Increased personnel costs: Increased salaries expenses related to hiring additional personnel to support our growth. This expansion includes key hires in engineering, finance and accounting, legal and compliance, and human resources. P rofessional fees: Higher professional fees for external services such as legal counsel, independent auditors, and consulting engagements. These increased fees are related to compliance with public company reporting requirements and ongoing legal matters. The legal fees related to the ACSS settlement are included in this line item. 18 We are committed to carefully managing our general and administrative expenses while ensuring we have the necessary resources to support the company’s growth and meet our obligations. While the increase in G&A expenses is a natural consequence of our growth and transition to becoming a public company, we are committed to managing these expenses effectively. We are actively implementing cost optimization measures, streamlining processes, and leveraging technology to improve efficiency and control costs. We believe that our strategic investments in human capital, infrastructure, and compliance are essential to support our long-term growth objectives. As we continue to scale our operations and expand our market presence, we anticipate that G&A expenses will continue to increase, but we are committed to managing these costs prudently and ensuring that they align with our overall financial performance. Interest expenses Net: Interest expenses, net, decreased significantly for both the six and three months ended March 31, 2025. For the six months ended March 31, 2025, interest expenses, net, decreased by $651 thousand to $(9 thousand), compared to $(660 thousand) for the same period in 2024. For the three months ended March 31, 2025, interest expenses, net, decreased by $169 thousand to $(5 thousand), compared to $(174 thousand) for the same period in 2024. This decrease is primarily due to repayment of debt. Investment Income Investment income increased substantially for both the six and three months ended March 31, 2025. For the six months ended March 31, 2025, investment income increased by $720 thousand to $720 thousand, compared to $0 for the same period in 2024. For the three months ended March 31, 2025, investment income increased by $387 thousand to $387 thousand, compared to $0 for the same period in 2024. This increase is primarily due to increase in investment income with higher interest rates on cash balances. 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 March 31, 2025, our cash and cash equivalents totaled $11.1 million. This represents about 3.5 million decrease from $14.6 million at the end of the prior fiscal year. The substantial increase in our cash position is primarily attributable to the net proceeds of $9.2 million received from the exercise and issuance of warrants. 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. Six months ended March 31, 2025 2024 Change Net Cash provided by (used in): Operating activities $ (8,076 ) $ (2,540 ) (5,536 ) Investing activities (15,130 ) (37 ) (15,093 ) Financing Activities 19,766 10,339 9,427 Net increase (decrease) in cash $ (3,440 ) $ 7,762 (11,203 ) 19 Operating Activities Net cash used in operating activities was $8,076 thousand for the six months ended March 31, 2025, compared to $2,543 thousand for the same period in 2024. The increase in cash outflows was primarily due to a higher net loss of $8,076 thousand in the current period, compared to a net loss of $3,868 thousand in the prior-year period. Changes in net operating assets and liabilities had a relatively minor impact on operating cash flow for the current period, resulting in a net outflow of approximately $50 thousand. This was primarily driven by a decrease in accounts receivable of $321 thousand and a decrease in inventory of $343 thousand, partially offset by changes in other working capital items. In the prior-year period, changes in net operating assets and liabilities resulted in a larger net outflow of approximately $1,325 thousand, primarily driven by a decrease in accounts receivable of $1,823 thousand and a decrease in inventory of $530 thousand, partially offset by an increase in accounts payable of $969 thousand. Non-cash adjustments to reconcile net loss to net cash used in operating activities for the current period included depreciation and amortization of $730 thousand. Investing Activities Net cash used for investing activities was $15,130 thousand for the six months ended March 31, 2025, primarily due to $14,773 thousand on purchase of short-term investments and $241 thousand on long-term investments. Financing Activities Net cash provided by financing activities totaled $19,766 thousand for the six months ended March 31, 2025, compared to $10,339 thousand for the same period in 2024. The increase was primarily due to the exercise of warrants during the period. Net cash provided by financing activities totaled approximately $10,339 thousand for the six months ended March 31, 2024. We raised approximately $9,278 thousand from issuance of Class B common stock and obtained short-term loans in the form of convertible Notes totaling $2 million from the Investor. 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings. To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property. Item 1A. Risk Factors . As a smaller reporting company under Rule 12b-2 of the Exchange Act, the Company is not required to provide risk factors in this report. For our current risk factors relating to our operations, other than as set forth below, see the section entitled “Risk Factors” contained in our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2024 filed with the SEC on March 4, 2025. Our business and international expansion may be negatively affected by global political events and foreign policy responses, including tariffs. There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our business and our plans to expand to international markets as we continue to seek partnerships with businesses located outside the U.S., including China. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. On April 2, 2025, the U.S. instituted a 54% tariff on all goods from China through an executive order. On April 9, 2025, implementation of the executive order issued on April 2, 2025, was paused for a period of 90 days with respect to all countries other than China. As of May 5, 2025, tariffs on most Chinese-made products entering the U.S. were 145% and may continue to increase, or decrease, over the near term. Some of our products are currently assembled by suppliers in China, although our flagship ADAM and Scorpion robot systems are assembled at our Las Vegas headquarters. Any continuation or increase of tariffs on products imported from China could materially and adversely affect our business, financial condition, and results of operations. The progress and continuation of trade negotiations between the U.S. and China continues to be uncertain and a further escalation of the trade war remains a possibility. These tariffs have, and will continue to have, an adverse effect on our results of operations and profit margins. We can provide no assurance regarding the magnitude, scope or duration of the imposed tariffs or the magnitude, scope or duration from any relief in increases to such tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., China or other countries, nor that any strategies we may implement to mitigate the impact of such tariffs or other trade actions will be successful. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. In January 2025, the Company received warrant exercise notices from three investors, collectively exercising an aggregate of 3,814,611 warrants, resulting in the issuance of 3,814,611 shares of Class B common stock and proceeds to the Company of $5,149,724.85, net of financial advisory fees. On February 10, 2025, the Company entered into a warrant exercise inducement offer letter, which led to the exercise of warrants for 2,699,797 shares of Class B common stock, generating gross proceeds of approximately $3,644,726 before deducting financial advisory fees. In consideration for this exercise, the Company issued 2,699,797 new warrants with an exercise price of $4.00 per share. During the three months ended March 31, 2025, the Company issued an aggregate of 730,822 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 430,822 shares of Class B common stock were issued as compensation for consulting services, resulting in an increase of $1,174 thousand to Additional Paid-in Capital in accordance with ASC 718; (ii) 300,000 shares of Class B common stock were transferred to the Company’s Employee Stock Ownership Plan (ESOP) trust for future allocation to eligible employees. These shares are currently unallocated within the ESOP trust. The transfer resulted in an increase of $513,000 to Additional Paid-in Capital in accordance with ASC 718. 21 Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the periods reported in this Form 10-Q. Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. No. Description of Exhibit 4.1 Form of Inducement Warrant (incorporated by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated February 11, 2025, as filed with the SEC on February 11, 2025). 10.1 Form of Inducement Letter (incorporated by reference from Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated February 11, 2025, as filed with the SEC on February 11, 2025). 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished. 22 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RICHTECH ROBOTICS INC. Date: May 14, 2025 By: /s/ Zhenwu Huang Name: Zhenwu Huang Title: Chief Executive Officer (Principal Executive Officer) Date: May 14, 2025 By: /s/ Zhenqiang Huang Name: Zhenqiang Huang Title: Chief Financial Officer (Principal Financial and Accounting Officer) 23