What changed in this filing

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Item 9A. Controls and Procedures

2026-01-20 compared with 2025-01-14 · 1074 added, 689 removed, 956 unchanged (65% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our disclosure controls

and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer

(“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation

of this Report, our management conducted an assessment of the effectiveness of our internal controls over financial reporting as of the

end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”)).

Based on that assessment, our CEO and CFO have concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective.

of this Report, our management conducted an assessment of the effectiveness of our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Based on such assessment, our

CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Management’s Annual Report on Internal

Controls over Financial Reporting

Our internal control over

financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other

Our internal control over financial reporting is a process designed

by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other

personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements

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detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and

participation of our management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting based

on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations

of the Treadway Commission.

As part of our assessment of the effectiveness of our internal control over financial reporting as of September

30, 2024, management has performed adequate testing to conclude that the material weakness identified in the prior fiscal year has been

remediated as of September 30, 2024.

Management had identified a material weakness in the prior year related to the Company’s IT general

controls over third-party information systems and applications.

This material weakness was related to:

● Complementary

User Entity Controls:

Controls were not fully documented responding to all of the Complementary

User Entity Controls forwarded through Software as a Service vendor audit reports in the

design and implementation of suggested controls.

● Information

Produced by the Entity (IPE):

There were not always appropriate IT controls related to

information produced by the entity (IPE), including spreadsheets, that are relevant to the

preparation of our consolidated financial statements.

has taken the following actions to remediate this material weakness:

Controls for SaaS Reports:

Established more specific controls to effectively address

Complementary User Entity Controls arising from SaaS vendor audits.

IT Governance:

Expanded management oversight and controls within our IT systems.

Access Management:

Implemented a role-based access control system for all IT systems,

including regular reviews of user access rights and timely removal of access for terminated

This ensures that only authorized personnel have access to sensitive financial

These remediation actions have been in place for

a sufficient period of time, and management has performed adequate testing to conclude that the material weakness has been remediated

as of September 30, 2024.

Under the supervision and participation of our management, including

our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), we evaluated the effectiveness

of our internal control over financial reporting based on the framework set forth in Internal Control – Integrated Framework

issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the foregoing, our Certifying Officers

concluded that our internal controls over financial reporting were not effective as of the end of the fiscal year ended September 30,

2025 due to the material weakness described below.

As part of our assessment of the effectiveness of our internal control over financial

reporting as of September 30, 2025, management identified a material weakness in the Company’s internal control over financial reporting,

primarily related to the design and consistent operation of certain entity-level and process-level controls supporting complex accounting

judgments and transaction processing.

These controls support, among other areas, inventory accounting, revenue recognition, investments,

intangible assets, and certain payroll-related processes.

The material weakness did

not result in any material misstatement of the Company’s consolidated financial statements for the periods presented;

created a reasonable possibility that a material misstatement would not be prevented or detected on a timely basis.

Management has developed and is implementing a remediation plan to

address the identified material weakness.

Key elements of the remediation plan include enhancing control design, strengthening review

and approval procedures, implementing additional system-based controls, improving documentation standards, and providing additional training

and oversight to promote consistent execution of controls.

While these remediation efforts are ongoing, management expects to complete

testing of the operating effectiveness of the enhanced controls in a future period and therefore has not yet completed sufficient testing

to conclude that the material weakness has been fully remediated as of September 30, 2025.

This Report does not include

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Changes in Internal Control over Financial

During the fiscal year ended

September 30, 2024, the Company underwent a significant transition as it became a publicly traded company.

As a private company, we were

not previously subject to the Sarbanes-Oxley Act of 2002, including the requirements for management’s assessment of internal control over

financial reporting.

To comply with these new requirements, we have undertaken substantial

efforts to develop and implement a comprehensive system of internal control over financial reporting in accordance with the 2013 Committee

of Sponsoring Organizations of the Treadway Commission framework.

These efforts included:

● Documentation

of key controls:

We have documented our significant processes and controls, including

those related to financial reporting, IT systems, and operational activities.

● Implementation

of new controls:

We have implemented new controls to address areas where deficiencies

were identified, particularly in IT general controls and the use of spreadsheets in financial

This includes enhanced controls over SaaS applications, improved IT governance,

and increased data accuracy procedures.

We have performed testing of our controls to evaluate their design and operating

effectiveness.

While we believe that significant

progress has been made in strengthening our internal control over financial reporting, these efforts are ongoing.

We continue to evaluate

and enhance our control environment to ensure its effectiveness and adaptability as the company grows and evolves.

Other than as disclosed above, there were no changes in

the Company’s internal control over financial reporting during the fiscal year ended September 30, 2025 that have materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Internal Controls

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, have been detected.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

Other Information

Not Applicable.

During the fiscal quarter

ended September 30, 2025, the following Section 16 officers and directors adopted , modified or terminated a “Rule 10b5-1 trading

arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

● Phil Zheng, Chief Operating Officer, adopted

a new trading plan on May 25, 2025, which provided for the sale of up to 200,000 shares of Class B common stock, provided that certain

conditions are met.

The trading plan was effective until December 31, 2025.

Disclosure Regarding Foreign Jurisdictions That Prevent

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Stephen Markscheid

Biographies of Executive Officers and

Biographies of Executive Officers and Directors

Zhenwu (Wayne)

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has 20 years of experience leading corporations across multiple technology industries.

Huang directs the core focus of the

company, formulates and implements business policies through the Company’s management team, and directly oversees R&D operations.

He served as co-founder and Chief Executive Officer of Nanjing Rich Digital Technology Co.

from 2003 to 2007, a leading value-add

service provider for telecommunications.

Huang directs the core focus of the company,

formulates and implements business policies through the Company’s management team, and directly oversees R&D operations.

served as co-founder and Chief Executive Officer of Nanjing Rich Digital Technology Co.

from 2003 to 2007, a leading value-add service

provider for telecommunications.

There, he pioneered live interactive TV games based on smart computer vision.

and had a peak

audience of over 100 million subscribers.

and had a peak audience

of over 100 million subscribers.

This success can be attributed to Mr.

Huang’s understanding of customer centric

design, utilizing technology to elevate the customer experience.

Huang served was the co-founder and Chief Executive Officer

of Richtech System Ltd.

Huang’s understanding of customer centric design, utilizing

technology to elevate the customer experience.

Huang served was the co-founder and Chief Executive Officer of Richtech System Ltd.

from 2007 to 2016, a global supplier of smart hardware and interactive multimedia systems to over 120 countries.

Huang received a Bachelor in Computer Information Management from Huadong Finance and Economics College in July 2000.

believe that Mr.

Huang’s extensive knowledge of our Company as co-founder and his experience in executive roles across multiple

industries make him qualified to serve on our Board.

(Michael) Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.

He oversees the functions relating to finance, accounting, reporting and procurement.

Huang was co-founder of Nanjing Rich Digital

Technology Co.

Huang received a

Bachelor in Computer Information Management from Huadong Finance and Economics College in July 2000.

We believe that Mr.

extensive knowledge of our Company as co-founder and his experience in executive roles across multiple industries make him qualified

to serve on our Board.

Zhenqiang (Michael)

Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.

the functions relating to finance, accounting, reporting and procurement.

Huang was co-founder of Nanjing Rich Digital Technology

from 2003 to 2007 where he oversaw international cooperation and partnerships.

He served as co-founder and Chief Financial

Officer of Richtech System Ltd.

He served as co-founder and Chief Financial Officer

of Richtech System Ltd.

from 2007 to 2016, leading the company on its international expansion and business development.

holds a management training certificate from the Federal Ministry of Economics and Technology of Germany since 2012.

a management training certificate from the Federal Ministry of Economics and Technology of Germany since 2012.

He received his Bachelor’s

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We believe that Mr.

Huang’s extensive knowledge of our Company as

co-founder and his experience in finance and international business development make him qualified to serve on our Board.

has served as our Chief Operating Officer since February 2020.

Huang’s extensive knowledge of our Company as co-founder

and his experience in finance and international business development make him qualified to serve on our Board.

Phil Zheng has

served as our Chief Operating Officer since February 2020.

He oversees the operations of the Company, including business development,

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operations qualifies him to be our Chief Operating Officer.

has served as our President since August 2023.

He has over 20 years of diverse experience in finance, hospitality, and technology.

has a proven track record in project management, strategic planning, and financial analysis.

As a Co-Founder of Caravive, Inc.

to 2023), an early-stage food tech development company, he collaborated with a diverse team of industry experts to explore and develop

innovation in the restaurant sector.

From 2015 to 2021, he served as CFO at PRG, LLC, a restaurant automation startup.

From 2012 to 2015,

he served as the Director of Training and Deployment at LYFE Kitchen, a restaurant chain, where he played an important role in growing

the restaurant chain from one to 16 locations in under three years opening restaurants in New York, Tennessee, Chicago, Colorado, Texas

and California.

Casella received his Bachelor of Science degree in Finance from the University of Illinois Urbana-Champaign in 2001.

joined our board of directors as an independent director in November 2023.

Shigley is a retired Nevada certified public accountant

with over 30 years of executive experience in large casino-hotels.

Casella served as our President until December

In connection with his resignation, the Company entered into a separation agreement as filed in our Form 8-K on December 5,

John Shigley joined

our board of directors as an independent director in November 2023.

Shigley is a retired Nevada certified public accountant with

over 30 years of executive experience in large casino-hotels.

Shigley has held various positions in finance, marketing and operations,

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industry make him a qualified candidate to serve on our Board.

Stephen Markscheid

joined our board of directors as an independent director in November 2023.

Markscheid has been the Managing Partner of Aerion

Capital, a family office, since July 2022.

He currently serves as independent non-executive director of four other publicly listed companies:

Markscheid joined our board of directors as an independent director in November 2023.

Markscheid has been the Managing

Partner of Aerion Capital, a family office, since July 2022.

He currently serves as independent non-executive director of six other

publicly listed companies:

Jinko Solar Inc.

JKS), a solar panel manufacturer (since 2010);

ConnectM Technology Solutions, Inc.

CNTM), a technology

company (since July 2024);

ConnectM Technology Solutions,

CNTM), a technology company (since July 2024);

Four Leaf Acquisition Corporation (Nasdaq:

FORL), a special purpose acquisition company (since 2023);

Aria Acquisition Corporation (Nasdaq:

CHARU), a special purpose acquisition company (since October 2024);

and Shepherd Avenue Acquisition

Corporation (Nasdaq:

SPHAU), a special purpose acquisition company (since December 2024).

Markscheid previously served as a director

on numerous public boards including Cenntro Inc.

(Nasdaq CENN), an electric vehicle manufacturer from 2023 to 2024, UGE International

(XTSX:UGE), a solar installation company from August 2019 to July 2023, Fanhua, Inc.

FANH), a financial services provider from

2007 to 2024, Kingwisoft Technology Services Ltd.

8295.HK), an information technology company from 2016 to 2024, and several special

purpose acquisition companies.

He is also a trustee emeritus of Princeton-in-Asia.

FORL), a special purpose

acquisition company (since 2023);

Charlton Aria Acquisition Corporation (Nasdaq:

CHARU), a special purpose acquisition company

(since October 2024);

Pantages Acquisition Corporation (Nasdaq:

PGAC), a special purpose acquisition company (since December

and Starry Sea Acquisition Corporation (Nasdaq:

SSEA), a special purpose acquisition company (since August 2025).

Markscheid previously served as a director on numerous public boards including Cenntro Inc.

(Nasdaq CENN), an electric

vehicle manufacturer from 2023 to 2024, UGE International (XTSX:UGE), a solar installation company from August 2019 to July 2023,

FANH), a financial services provider from 2007 to 2024, Kingwisoft Technology Services Ltd.

an information technology company from 2016 to 2024, and several special purpose acquisition companies.

He is also a trustee

emeritus of Princeton-in-Asia.

From 1998 to 2006, he worked for GE Capital.

his time with GE Capital, Mr.

Markscheid led GE Capital’s business development activities in China and Asia Pacific, primarily

acquisitions and direct investments.

Prior to GE Capital, Mr.

During his time with GE Capital, Mr.

Markscheid led GE

Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments.

GE Capital, Mr.

Markscheid worked with the Boston Consulting Group throughout Asia.

was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago.

Markscheid began his career with the US-China Business Council, in Washington D.C.

He earned a BA in East Asian Studies

from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University

in 1991, where he was class valedictorian.

He was a banker for ten years in London,

Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago.

Markscheid began his

career with the US-China Business Council, in Washington D.C.

He earned a BA in East Asian Studies from Princeton

University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in

1991, where he was class valedictorian.

We believe that Mr.

Markscheid’s extensive experience serving on public boards and working

with technology companies makes him a qualified candidate to serve on our Board.

Markscheid’s extensive experience serving on public boards and

working with technology companies makes him a qualified candidate to serve on our Board.

Markscheid was a consolidated

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CBEH June 2011 Case and CBEH July 2011 Case were later consolidated, which was settled in December 2015.

joined our board of directors as an independent director in November 2023.

Factor has over 20 years of experience as a healthcare

and pharmaceuticals executive, with experience driving business operations across various countries around the world.

currently serves as president of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded in 2020.

that, he served in various roles at different pharmaceuticals and healthcare companies, including serving as president of Smith Drug Company

(2017 to 2020), where he directed marketing, sales, operations, and financial functions;

executive vice president of strategy at Accord

Healthcare (2016 to 2017);

president of global sourcing & procurement and senior vice president of Global Generics at McKesson

Corporation (2006 to 2016);

Saul Factor joined

our board of directors as an independent director in November 2023.

Factor has over 20 years of experience as a healthcare and pharmaceuticals

executive, with experience driving business operations across various countries around the world.

Factor currently serves as president

of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded in 2020.

Prior to that, he served in various

roles at different pharmaceuticals and healthcare companies, including serving as president of Smith Drug Company (2017 to 2020), where

he directed marketing, sales, operations, and financial functions;

executive vice president of strategy at Accord Healthcare (2016 to

president of global sourcing & procurement and senior vice president of Global Generics at McKesson Corporation (2006 to 2016);

chief operating officer at RX America, LLC (2003 to 2006);

and B2B Brand Manager and Leader at Eli Lily &

Company (2000 to 2003).

Factor received a Bachelor of Science in Pharmacy from Northeastern University and a Master of Business

Administration (MBA) from the University of New Haven.

and B2B Brand Manager and Leader at Eli Lily & Company (2000 to 2003).

Factor received a Bachelor of Science in Pharmacy from Northeastern University and a Master of Business Administration (MBA) from

the University of New Haven.

We believe that Mr.

Factor’s executive leadership experience and specialty

in fostering corporate growth make him a qualified candidate to serve on our Board.

Factor’s executive leadership experience and specialty in fostering corporate

growth make him a qualified candidate to serve on our Board.

Our Advisory Board

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Same time from 2021, Ms.

Vien has helped to start an Adult Day Care Service center and In-Home Service

programs to seniors.

Vien has helped to start an Adult Day Care Service center and In-Home

Service programs to seniors.

Vien also served as trustee and treasurer for Ravenswood Health Care Foundation from 2007 to 2018.

Vien received

her Bachelor’s Degree in Business Administration Managerial Accounting from Loyola University in 1985.

She also received a diploma

from the Graduate School of Banking, University of Wisconsin in 2000.

Vien received her Bachelor’s Degree in Business Administration Managerial Accounting from Loyola University in 1985.

She also received

a diploma from the Graduate School of Banking, University of Wisconsin in 2000.

She holds real estate and insurance licenses.

She is the co-founder

and current board member of Chinese Mutual Aid Association, a not for profit organization serving refugees and immigrants in Chicago since

the co-founder and current board member of Chinese Mutual Aid Association, a not for profit organization serving refugees and immigrants

in Chicago since 1981.

an advisor of the Company, focuses on the fields of AI, machine learning, and big data, he has published dozens of papers in international

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and the former Global President and Chief Operations Officer for McDonald’s Corporation (NYSE:

MCD) (2004 to 2006), where he

also served on the Board of Directors.

MCD) (2004 to 2006), where he also

served on the board of directors.

As Global President for McDonald’s, Mr.

Roberts was responsible for more than 31,000

restaurants in 118 countries.

Before assuming this position in 2004, his previous positions at McDonald’s Corporation included Chief

Executive Officer, McDonald’s USA (2001 to 2004);

Roberts was responsible for more than 31,000 restaurants

in 118 countries.

Before assuming this position in 2004, his previous positions at McDonald’s Corporation included Chief Executive

Officer, McDonald’s USA (2001 to 2004);

and President, West Division, McDonald’s USA (1997 to 2001).

was the Co-Founder of LYFE Kitchen restaurants, where he created a transformational, socially responsible “lyfestyle” brand

whose acronym stands for Love Your Food Everyday.

Roberts was the Vice Chairman and a Board Member of the Chicago 2016

Olympic Committee.

Roberts was the

Co-Founder of LYFE Kitchen restaurants, where he created a transformational, socially responsible “lyfestyle” brand whose

acronym stands for Love Your Food Everyday.

Roberts was the Vice Chairman and a Board Member of the Chicago 2016 Olympic

He was responsible for overseeing marketing and communications activities for the bid from the board level.

he was also active in areas of sponsorship, advertising, grassroots marketing and building the bid’s national and international

presence in support of Chicago’s candidacy.

In addition, he

was also active in areas of sponsorship, advertising, grassroots marketing and building the bid’s national and international presence

in support of Chicago’s candidacy.

Roberts is also on the board of directors of Lumen Technologies (NYSE:

(since 2011), a telecommunications company, and a former board member of W.W.

LUMN) (since 2011),

a telecommunications company, and a former board member of W.W.

Grainger, Inc.

GWW), where he also served

as Chair of the Compensation Committee and as a member of the Board Affairs and Nominating Committee.

and of Lumen Technologies (f/k/a

CenturyLink), where he also served as a member of the Nominating and Corporate Governance Committee.

Roberts received his undergraduate

degree from Loyola University of Chicago.

GWW), where he also served as Chair of the Compensation

Committee and as a member of the Board Affairs and Nominating Committee.

and of Lumen Technologies (f/k/a CenturyLink), where he also

served as a member of the Nominating and Corporate Governance Committee.

Roberts received his undergraduate degree from Loyola University

Family Relationships

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are organized under the direction of our board of directors, which consists of five (5) members.

Our directors hold office until the earlier

of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified.

Our board of directors

does not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors should be separate.

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling, and direction to our

Our directors hold office until the

earlier of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified.

of directors does not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors should

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling, and direction

to our management.

Our board of directors meets on a regular basis.

In addition, in accordance

with the terms of our second amended and restated articles of incorporation and amended and restated bylaws, our board of directors is

divided into three (3) classes with only one class of directors being elected in each year and each class (except for those directors

appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors,

which consists of Stephen Markscheid, will expire at our first annual meeting of stockholders.

The term of office of the second class

of directors, which consists of Saul Factor and John Shigley, will expire at the second annual meeting of stockholders.

The term of office

of the third class of directors, which consists of Zhenwu Huang and Zhenqiang Huang, will expire at the third annual meeting of stockholders.

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three

classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors

into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

In addition, in

accordance with the terms of our second amended and restated articles of incorporation and amended and restated bylaws, our board of

directors is divided into three (3) classes with only one class of directors being elected in each year and each class (except for

those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the

first class of directors, which consists of Stephen Markscheid,who was re-elected at our first annual meeting of stockholders held on September 29, 2025, will expire at our fourth annual meeting of stockholders.

term of office of the second class of directors, which consists of Saul Factor and John Shigley, will expire at the second annual

meeting of stockholders.

The term of office of the third class of directors, which consists of Zhenwu Huang and Zhenqiang Huang,

will expire at the third annual meeting of stockholders.

We expect that any additional directorships resulting from an increase in

the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of

one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or

prevent a change of our management or a change in control.

Our second amended and restated

articles of incorporation and second amended and restated bylaws provide that the authorized number of directors may be changed only by

resolution of our board of directors.

articles of incorporation and second amended and restated bylaws provide that the authorized number of directors may be changed only

by resolution of our board of directors.

Our second amended and restated articles of incorporation and second amended and restated bylaws

also provide that our directors may be removed only for cause, and only by the affirmative vote of the holders of at least sixty-six and

two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Company entitled to vote in the

election of directors, voting together as a single class, and that any vacancy on our board of directors, including a vacancy resulting

from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

also provide that our directors may be removed only for cause, and only by the affirmative vote of the holders of at least sixty-six

and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Company entitled to vote

in the election of directors, voting together as a single class, and that any vacancy on our board of directors, including a vacancy

resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Director Independence

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responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member

of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of

directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the

listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an

audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors,

or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company

or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has

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Our board of directors has

established three standing committees — audit, compensation and nominating and corporate governance — each

of which operates under a charter that has been approved by our board of directors.

Copies of each committee’s charter are posted

on the Investor Relations section of our website, which is located at www.richtechrobotics.com .

Each committee has the composition

and responsibilities described below.

established three standing committees - audit, compensation and nominating and corporate governance - each of which operates under a charter

that has been approved by our board of directors.

Copies of each committee’s charter are posted on the Investor Relations section

of our website, which is located at www.richtechrobotics.com .

Each committee has the composition and responsibilities described

Our board of directors may from time to time establish other committees.

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of John Shigley, who is the chair of the audit committee, Stephen Markscheid and Saul Factor.

Our board of directors has determined

that each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements.

The functions

of this committee include, among other things:

Our board of directors has determined that

each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements.

The functions of

this committee include, among other things:

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

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Our board of directors has

determined that John Shigley qualifies as an “audit committee financial expert” within the meaning of applicable SEC

regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, our board

has considered extensive financial experience and business background.

Both our independent registered public accounting firm and management

periodically meet privately with our audit committee.

determined that John Shigley qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations

and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, our board has considered

his extensive financial experience and business background.

Both our independent registered public accounting firm and management periodically

meet privately with our audit committee.

Compensation Committee

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Our board of directors has determined

that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of the

Code, and satisfies the Nasdaq Marketplace Rules independence requirements.

that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of the Code, and

satisfies the Nasdaq Marketplace Rules independence requirements.

The functions of this committee include, among other things:

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relevant academic expertise or other proficiency in an area of our business operations.

There were eight (8) meetings,

There were nine (9) meetings,

exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2025.

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Our co-founder and Chief

Executive Officer, Zhenwu (Wayne) Huang, beneficially owns approximately 64.28% of the voting power of our common stock as of December

Executive Officer, Zhenwu (Wayne) Huang, beneficially owns approximately 68% of the voting power of our common stock as of September 30,

Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests

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has been designed to prevent insider trading or even allegations of insider trading.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley

Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we

can recoup those improper payments from our executive officers.

The SEC also recently adopted rules which direct national stock exchanges

to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated

its financial results.

On November 13, 2023, our

board of directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with an effective

date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards,

as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with

the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise

caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our board of directors may recoup from

the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years

preceding the date on which we are required to prepare an accounting restatement.

Section 16(a) Beneficial Ownership Reporting

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the Exchange Act, except as set forth below:

King Bliss Limited, a ten percent stockholder, failed to timely file its Form 4 once.

John Shigley, a director, failed to timely file its Form 4 once.

Stephen Markscheid, a director, failed to timely file its Form 4 once.

Saul Factor, a director, failed to timely file its Form 4 once.

Phil Zheng, Chief Operating Officer, failed to timely file his Form 4 twice.

John Shigley, a director, failed to timely file its Form 4 twice.

Stephen Markscheid, a director, failed to timely file its Form 4 twice.

Saul Factor, a director, failed to timely file its Form 4 twice.

Executive Compensation

This section discusses the

material components of the executive compensation program for our named executive officers for the years ended September 30,

2024 and 2023.

Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two other

most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the

fiscal year ended September 30, 2024.

material components of the executive compensation program for our named executive officers for the years ended September 30, 2025 and

Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two other most

highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal

year ended September 30, 2025.

Our named executive officers

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Chief Operating Officer

Summary Compensation Table

Compensation Table

The following table presents

the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2024 and

Name and Principal

the compensation awarded to or earned by our named executive officers during the fiscal years ended September 30, 2025 and 2024.

Name and Principal Position

Zhenwu (Wayne) Huang

Matthew Casella 1

Matthew Casella resigned on December 2, 2025.

Narrative to Summary Compensation Table

Employment Agreements

For the fiscal year ended September 30, 2023, the Company maintained

employment agreements with its Chief Executive Officer, Chief Operating Officer and President.

Each of the agreements provide for paid

holidays, health insurance eligibility, and severance as required by applicable law.

Following termination of employment, the executives

agreed to refrain from (i) hiring or attempting to hire any current employees of the Company;

and (ii) solicit business from

current clients or clients who have retained the Company in the 6-month period immediately preceding the employment termination.

For the fiscal year ended

September 30, 2025, the Company maintained written employment agreements with its Chief Executive Officer, Chief Financial Officer, Chief

Operating Officer and President.

These employment agreements set forth the terms and conditions of employment, including compensation,

benefits, and certain post-termination obligations.

Each agreement provides for paid holidays, health insurance eligibility, and severance

benefits, if any, as required by applicable law.

Following termination of employment, the executives agreed to refrain from (i) hiring

or attempting to hire any current employees of the Company;

and (ii) soliciting business from current clients or clients who have retained

the Company in the 6-month period immediately preceding the employment termination.

Agreement with Chief Executive Officer

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Zhenwu (Wayne) Huang was $126,000.

Upon termination of employment without cause, the Company

is required to pay to Mr.

Zhenwu (Wayne) Huang an amount as required by the Employment Standards Act 2000 or other such legislation

as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said

The agreement provides for a non-solicitation period of six (6) months following the termination of employment.

Upon termination of employment without cause, the Company is required

to pay to Mr.

Zhenwu (Wayne) Huang an amount as required by the Employment Standards Act 2000 or other such legislation as may be in effect

at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said termination.

The agreement

provides for a non-solicitation period of six (6) months following the termination of employment.

Agreement with Chief Operating Officer

The COO employment agreement was entered as of July 2, 2020.

Zheng was paid an hourly rate of $50 per hour, and for the fiscal year ended September 30, 2024, the annual base salary for Mr.

was $133,717.

The COO employment agreement

was entered as of July 2, 2020.

Initially, Mr.

Zheng was paid an hourly rate of $50 per hour, and for the fiscal year ended September

30, 2024, the annual base salary for Mr.

Zheng was $133,717.

On November 20, 2024, Mr.

Zheng was granted 200,000 shares of Class B common stock.

Upon termination of employment without

cause, the Company is required to pay to Mr.

Zheng an amount as required by the Employment Standards Act 2000 or other such legislation

as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said

The agreement provides for a non-solicitation period of six (6) months following the termination of employment.

Zheng was granted 200,000 shares of Class B common

Upon termination of employment without cause, the Company is required to pay to Mr.

Zheng an amount as required by the Employment

Standards Act 2000 or other such legislation as may be in effect at the time of termination.

This payment shall constitute the employee’s

entire entitlement arising from said termination.

The agreement provides for a non-solicitation period of six (6) months following the

termination of employment.

On November 20, 2024, Mr.

Zheng was granted 200,000 shares of Class

B common stock

Zheng was granted 200,000 shares of Class B common stock.

Agreement with President

The employment agreement

with Matt Casella August 15, 2023.

For the fiscal year ended September 30, 2023, the annual base salary for Mr.

Under the terms of the agreement, the annual stock option grant will follow a “50+70” plan, where 50,000 shares

will be granted as vested stock options after one year of service, and an additional 70,000 shares will be granted based on the completion

of annual performance targets.

The President employment

agreement was entered as of August 15, 2023.The agreement entitles the President to an annual base salary of $100,000.

For the fiscal

year ended September 30, 2025, the annual base salary for Mr.

Casella was $185,000.

Under the terms of the agreement, the annual stock

option grant will follow a “50+70” plan, where 50,000 shares will be granted as vested stock options after one year of service,

and an additional 70,000 shares will be granted based on the completion of annual performance targets.

On November 20, 2024, Mr.

Casella was granted 60,000 shares of Class B common stock.

Upon termination of

employment without cause, the Company is required to pay to Mr.

Casella an amount as required by the Employment Standards Act 2000

or other such legislation as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement

arising from said termination.

The agreement provides for a non-competition and non-solicitation period of twelve (12) months following

the termination of employment.

was granted 60,000 shares of Class B common stock.

Upon termination of employment without cause, the Company is required to pay to Mr.

Casella an amount as required by the Employment Standards Act 2000 or other such legislation as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said termination.

The agreement provides for a non-competition

and period of twelve (12) months following the termination of employment and an indefinite non-solicitation restriction.

On December 2, 2025, Matthew

Casella resigned from his position of President of the Company, effective immediately.

Casella’s departure was not in connection

with any disagreements with the Company.

In connection with Mr.

Casella’s transition, the Company has entered into a mutual separation

agreement (the “Separation Agreement”) with Mr.

Casella, pursuant to which the company shall pay Mr.

Casella (i) $32,019.23,

representing payment for severance, earned personal time off and accrued unpaid salary, (ii) a performance bonus of $35,000, and (iii)

60,000 restricted shares of Class B common stock of the Company.

Pursuant to the Separation Agreement,

Casella will continue to serve as a consultant to the Company for a period of twelve (12) months following his separation date, in

consideration for which the Company will pay him 50,000 restricted shares of Class B common stock, to be issued in four (4) equal installments

on a quarterly basis through December 2026.

Further, the Company has waived and released Mr.

Casella from any non-competition restrictions

contained in prior employment agreements, but Mr.

Casella will continue to be subject to other applicable continuing obligations post-employment

under his original employment agreement with the Company.

The Separation Agreement also contains a mutual release of claims.

Outstanding Equity Awards at Fiscal Year-End

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Incentive Plan

On September 26, 2024, our

Board and the holders of a majority of the voting power of the outstanding Class B common stock of the Company adopted resolutions by

written consent to approve and adopted the Amended and Restated Richtech Robotics Inc.

On October 1, 2025, our Board

and the holders of a majority of the voting power of the outstanding Class B common stock of the Company adopted resolutions by written

consent to approve and adopt the Second Amended and Restated Richtech Robotics Inc.

2023 Stock Option Plan (the “Incentive Plan”),

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(a) attract and retain the best available personnel for positions of substantial responsibility;

(b) provide additional incentive

to employees, directors, and consultants;

(b) provide additional incentive to employees,

directors, and consultants;

and (c) promote the success of the business of the Company.

The following description of

the principal terms of the Incentive Plan is a summary of the terms of the Incentive Plan and is qualified in its entirety by the full

text of the Incentive Plan.

The following description of the principal terms

of the Incentive Plan is a summary of the terms of the Incentive Plan and is qualified in its entirety by the full text of the Incentive

Administration of the Incentive Plan

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6,000,000 shares was initially reserved under the original Incentive Plan.

An aggregate of 14,311,215 shares of Class B common stock was reserved

for issuance under the amended and restated Incentive Plan (including the 6,000,000 shares originally reserved).

As of September 30, 2024,

525,274 shares remain available for issuance under the Incentive Plan.

If an option should expire or become unexercisable for any reason

without having been exercised in full or no shares are issued with respect to an award, the shares underlying that award will again become

available for issuance under the Incentive Plan.

All of the shares available under the Incentive Plan may be issued upon the exercise

of incentive stock options.

An aggregate of 14,311,215 shares of Class B common stock

was reserved for issuance under the amended and restated Incentive Plan (including the 6,000,000 shares originally reserved).

Effective as of November 1, 2025, an additional 8,311,215 shares were reserved for issuance under the second amended and restated

Incentive Plan.

As of September 30, 2025, 876,658 shares remained available for issuance under the Incentive Plan (which amount does not include the additional 8,311,215 shares).

should expire or become unexercisable for any reason without having been exercised in full or no shares are issued with respect to

an award, the shares underlying that award will again become available for issuance under the Incentive Plan.

All of the shares

available under the Incentive Plan may be issued upon the exercise of incentive stock options.

Participation

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Stock Options.

stock option entitles the recipient to purchase shares of Class B common stock at a fixed exercise price.

The exercise price per

share will be determined by the plan administrator in the applicable award agreement in its sole discretion at the time of the grant.

The exercise price can be paid in cash, check, net exercise, any consideration permissible under applicable law, or any combination of

the foregoing.

The maximum term of each stock option shall be fixed by the plan administrator, but in no event shall an option be exercisable

more than ten (10) years after the date such option is granted.

option entitles the recipient to purchase shares of Class B common stock at a fixed exercise price.

The exercise price per share will

be determined by the plan administrator in the applicable award agreement in its sole discretion at the time of the grant.

price can be paid in cash, check, net exercise, any consideration permissible under applicable law, or any combination of the foregoing.

The maximum term of each stock option shall be fixed by the plan administrator, but in no event shall an option be exercisable more than

ten (10) years after the date such option is granted.

The plan administrator may

grant share options that qualify as “incentive stock options,” as described in Section 422 of the Code.

price per share for an incentive stock option may not be less than 100% of the fair market value of a share of Class B common stock

on the date of the grant.

However, for an incentive stock option granted to a person possessing more than 10% of the total combined voting

power of all classes of our shares, the exercise price may not be less than 110% of the fair market value of a share of Class B common

stock on the date of grant and the option term may not exceed five (5) years.

The aggregate fair market value of all shares with

respect to which incentive stock options are exercisable by any one individual participant for the first time during any calendar year

(under all of the plans of the Company, including the Incentive Plan), measured at the date of the grant, may not exceed $100,000.

The exercise price

per share for an incentive stock option may not be less than 100% of the fair market value of a share of Class B common stock on the date

of the grant.

However, for an incentive stock option granted to a person possessing more than 10% of the total combined voting power of

all classes of our shares, the exercise price may not be less than 110% of the fair market value of a share of Class B common stock on

the date of grant and the option term may not exceed five (5) years.

The aggregate fair market value of all shares with respect to which

incentive stock options are exercisable by any one individual participant for the first time during any calendar year (under all of the

plans of the Company, including the Incentive Plan), measured at the date of the grant, may not exceed $100,000.

Restricted Stock.

restricted stock award is an award of Class B common stock that vests in accordance with the terms and conditions established by

the plan administrator.

A restricted stock award is an award of Class B common stock that vests in accordance with the terms and conditions established by the

plan administrator.

The plan administrator will determine the persons to whom grants of restricted stock are made, the number of shares

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Restricted Stock Units.

stock units are the right to receive shares of Class B common stock at a future date in accordance with the terms of such grant upon

the attainment of certain conditions specified by the plan administrator.

Restricted stock units are the right to receive shares of Class B common stock at a future date in accordance with the terms of such grant

upon the attainment of certain conditions specified by the plan administrator.

Restrictions or conditions could include, but are not limited

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with an amount equal to all dividends paid on one share of Class B common stock while each restricted stock unit is outstanding.

Dividend equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form

of cash, shares, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend equivalents

shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form of cash,

shares, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend equivalents shall be

subject to the same conditions and restrictions as the restricted stock units to which they are payable.

Equitable Adjustments

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Director Compensation

Following our initial public offering, our non-employee directors and

members of our Advisory Board will each receive an initial award of 6,427 restricted shares of Class B common stock.

Such shares would

vest ratably on an annual basis over four years beginning on the first anniversary of the initial public offering.

Non-employee directors

will also receive additional annual awards of restricted shares of Class B common stock equal to the number of shares granted in the initial

Such subsequent awards may be adjusted by the compensation committee of the board of directors based on then-current market conditions

considering the size of the Company.

We will also reimburse our non-employee directors for certain expenses incurred in connection with

their duties as directors of the Company.

receive annual awards of restricted shares of Class B common stock.

In fiscal year 2025, our non-employee directors each received

an aggregate of 28,000 shares of our Class B common stock, which vested as described below.

Subsequent awards may be adjusted by the compensation committee of the

board of directors based on then-current market conditions considering the size of the Company.

We will also reimburse our

non-employee directors for certain expenses incurred in connection with their duties as directors of the Company.

On November 20, 2024, the

Company issued 10,000 shares of its Class B common stock to each of its non-employee directors.

These shares were issued at a price of

$0.53 per share, reflecting the closing market price on the date of grant, and vested immediately.

On February 17, 2025, the

Company granted a total of 18,000 restricted shares of Class B common stock to each of its non-employee directors at a grant date fair

value of $2.75 per share.

These shares vested in three equal installments of 6,000 shares on February 17, 2025, May 17, 2025, and August

The total value of the stock issued to each director during the fiscal year was $54,800.

The following table shows

the compensation paid to our non-employee directors during the year ended September 30, 2025.

On July 1, 2024, the Company issued 12,000 shares of its Class B common

stock to each of its non-employee directors as compensation for their services on the Board of Directors.

The shares were issued at the

closing market price of the Company’s common stock on the date of grant.

The total value of the stock issued to each director was $14,640.

Stephen Markscheid

(1) As of September 30, 2025, none of the non-employee directors

held any outstanding stock or option awards.

Limitation of Liability and Indemnification

The Company’s

second amended and restated articles of incorporation and second amended and restated bylaws limit the directors’ liability and

may indemnify directors and officers to the fullest extent permitted under the NRS 78.7502-NRS 78.751.

The Company’s second

amended and restated articles of incorporation and second amended and restated bylaws limit the directors’ liability and may indemnify

directors and officers to the fullest extent permitted under the NRS 78.7502-NRS 78.751.

Nevada law, NRS 78.138, provides

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The following table sets

forth certain information concerning the ownership of our Class A common stock and Class B common stock as of the date of this

Report, with respect to:

(i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five

percent of our Class A common stock and Class B common stock;

forth certain information concerning the ownership of our Class A common stock and Class B common stock as of January 20, 2026, with respect

(i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Class A common

stock and Class B common stock;

(ii) each of our directors;

(iii) each of our named

executive officers;

and (iv) all of our current directors and executive officers as a group.

(iii) each of our named executive officers;

and (iv) all of our current directors

and executive officers as a group.

Applicable percentage ownership

is based on an aggregate of 112,052,244 shares of our common stock, consisting of (i) 39,934,846 shares of our Class A common

stock and (ii) 72,117,398 shares of our Class B common stock outstanding as of January 10, 2025.

We have determined beneficial

ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons

who possess sole or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed

outstanding shares of Class B common stock subject to options or warrants held by that person that are currently exercisable or exercisable

within 60 days of the date of this Report.

We did not deem such shares outstanding, however, for the purpose of computing the percentage

ownership of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that

the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our Class A common

stock and Class B common stock that they beneficially own, subject to applicable community property laws.

is based on an aggregate of 215,095,973 shares of our common stock, consisting of (i) 39,934,846 shares of our Class A common stock and

(ii) 175,161,127 shares of our Class B common stock outstanding as of January 20, 2026.

We have determined beneficial ownership in accordance

with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting

or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares of Class B common

stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the date of January

We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in

the table below have sole voting and investment power with respect to all shares of our Class A common stock and Class B common stock

that they beneficially own, subject to applicable community property laws.

Name of Beneficial Owner (1)

Executive Officers and Directors

Zhenwu Huang (2)

Zhenqiang Huang (3)

Phil Zheng (4)

John Shigley (5)

Stephen Markscheid (6)

Saul Factor (7)

All officers and directors as a group (6 individuals)

5% Stockholders

Unless noted otherwise, the address of all listed stockholder is 4175 Cameron St Ste 1, Las Vegas, NV 89103.

Each of the stockholder listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise.

(1) Unless noted otherwise, the address of all listed stockholder

is 2975 Lincoln Rd, Las Vegas, NV 89115.

Each of the stockholders listed has sole voting and investment power with respect to the shares

beneficially owned by the stockholder unless noted otherwise.

(2) Includes 400,000 restricted shares of Class B common stock

granted by the board of directors on December 4, 2025, which shares vested immediately and which are issuable within 60 days of the

date hereof, less 180,000 shares of Class B common stock to be withheld by the

Company for tax purposes.

(3) Includes 400,000 restricted shares of Class B common stock

granted by the board of directors on December 4, 2025, which shares vested immediately and which are issuable within 60 days of the

date hereof, less 180,000 shares of Class B common stock to be withheld by the

Company for tax purposes

(4) Includes 600,000 restricted shares of Class B common stock

granted by the board of directors on December 4, 2025, which shares vested immediately and which will be issued within 60 days of the

date hereof, less 222,000 shares of Class B common stock to be withheld by the

Company for tax purposes

(5) Includes 6,000 restricted shares of Class B common stock

granted by the board of directors on October 20, 2025, which shares vested immediately and which will be issued within 60 days of the

date hereof, and excludes 18,000 shares underlying RSAs that will vest in three equal quarterly installments over the remainder of the

fiscal year ending September 30, 2026.

(6) Includes 6,000 restricted shares of Class B common stock

granted by the board of directors on October 20, 2025, which shares vested immediately and which will be issued within 60 days of the

date hereof, and excludes 18,000 shares underlying RSAs that will vest in three equal quarterly installments over the remainder of the

fiscal year ending September 30, 2026.

(7) Includes 6,000 restricted shares of Class B common stock

granted by the board of directors on October 20, 2025, which shares vested immediately and which will be issued within 60 days of the

date hereof, and excludes 18,000 shares underlying RSAs that will vest in three equal quarterly installments over the remainder of the

fiscal year ending September 30, 2026.

Changes in Control

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Transactions, and Director Independence

During the year ended September 30, 2024, the Company repaid all outstanding

loans from related parties.

These loans, which were previously disclosed in our Form 10-K for the year ended September 30, 2023, were

obtained to support the Company’s operations and growth.

The repayment of these loans demonstrates the Company’s commitment to sound financial

management and reducing its reliance on related party financing.

In addition, we had the following related party balances:

September 30,

Amounts due from related parties:

Uplus Academy LLC

Uplus Academy NLV LLC

September 30,

Amounts due to related parties:

Bison Systems LLC

(i) Uplus Academy LLC and Uplus Academy NLV LLC were both former

subsidiaries of the Company that were disposed of on December 31, 2021.

As of September 30, 2024, loans to Uplus Academy LLC and Uplus

Academy NLV LLC were fully repaid.

(ii) Bison Systems LLC was 100% owned by Zhenwu Huang, CEO and

controlling stockholder of the Company and Zhenqiang Huang, CFO and major stockholder of the Company.

As of September 30, 2024, the loans

from Bison Systems LLC were fully repaid.

(iii) Zhenwu Huang, CEO and controlling stockholder of the Company,

made multiple interest-free and non-maturity loans to the Company since the inception of the business to support the Company’s

As of September 30, 2024, the loans from Zhenwu Huang were fully repaid.

(iv) Phil Zheng has served as the Company’s COO since February

Phil Zheng made an interest-free and non-maturity loan to the Company in May 2023.

As of September 30, 2024, the loan from Phil

Zheng was fully repaid.

Principal Accounting Fees and Services

The following table sets

forth the fees billed by our independent accountants, Bush & Associates CPA LLC (“Bush & Associates”) for

the years ended September 30, 2024 and 2023.

September 30,

forth the fees billed by our independent accountants, Bush & Associates CPA LLC (“Bush & Associates”) for the years

ended September 30, 2025 and 2024.

Year Ended September 30,

Audit-related fees

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ended September 30, 2025 and 2024 totaled approximately $100,000 and $70,000 , respectively.

The above amounts include interim procedures

and audit fees, as well as attendance at audit committee meetings.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

We paid Bush & Associates $15,600 and $18,000 for

consultations concerning financial accounting and reporting standards for the years ended September 30, 2024 and 2023, respectively.

Audit-related fees

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We paid Bush &

Associates $20,000 and $18,000 for consultations concerning financial accounting and reporting standards for the years ended

September 30, 2025 and 2024, respectively .

We did not pay Bush &

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Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 6797 ) F-2

Balance Sheets F-4

Statements of Operations F-5

Statements of Stockholders’ Equity F-6

Statements of Cash Flows F-7

Notes to Financial Statements F-8

Report of Independent Registered Public Accounting Firm (PCAOB ID 6797)

Balance Sheets

Statements of Operations

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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OPINION ON THE FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Richtech

Robotics, Inc.

and Subsidiaries (the “Company”) as of September 30, 2024, and the related consolidated statements of operations

and comprehensive income, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of September 30, 2024, and the results of their operations and their

cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Richtech Robotics, Inc.

and Subsidiaries (the “Company”) as of September 30, 2025, and 2024, and the related

consolidated statements of operations, equity, and cash flows for the years then ended, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company as of September 30, 2025, and 2024, and the results of their operations and their

cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

BASIS FOR OPINION

These financial statements are the responsibility of the Company’s

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

Richtech Robotics, Inc.

is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion

CRITICAL AUDIT MATTERS

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REVENUE RECOGNITION

AND DEFERRED REVENUE

Description of the Matter:

We identified revenue recognition as a critical

audit matter.

We identified revenue recognition and deferred

revenue as critical audit matter.

Richtech Robotics, Inc.

generates revenue primarily through direct sales of branded robotic products to customers.

also generates revenue from Robots-as-a-Service (RaaS).

which provide customers with ongoing access to our robotic solutions under long-term

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.

The transaction price is typically fixed and allocated

evenly across the contract term unless specific usage-based considerations are included.

Revenue recognition begins once the robots are

installed and operational at the customer’s site.

For the fiscal year ended September 30, 2024, the Company reported

revenue of approximately $4,240 thousand, representing a 52% decrease from the previous year.

The Company’s revenue recognition process involves significant judgment

in several areas:

generates revenue primarily through direct sales of branded robotic products

to customers.

The Company also generates revenue from Robots-as-a-Service (RaaS).

which provide customers with ongoing access to their

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.

The transaction price is typically fixed and allocated evenly

across the contract term unless specific usage-based considerations are included.

Revenue recognition begins once the robots are installed

and operational at the customer's site.

The Company's revenue recognition process involves

significant judgment in several areas:

Identifying performance obligations in customer contracts

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Assessing the probability of collecting consideration from customers

Given the complexity of the Company’s revenue recognition policy, which

adheres to ASC 606, and the significant decrease in revenue, auditing revenue recognition required extensive audit effort and a high degree

of auditor judgment

How the Critical Audit Matter Was Addressed in the Audit

Auditor’s Evaluation:

Evaluating the Company’s revenue recognition policy for compliance with ASC 606

Analyzing a sample of customer contracts to assess proper identification of performance obligations

Testing the timing of revenue recognition by examining shipping documents and delivery terms

Determining the appropriate period over which to recognize revenue related to RaaS and other subscription

or service arrangements and the related classification and measurement of deferred revenue.

Given the complexity of the Company's revenue

recognition policy, which adheres to ASC 606, auditing revenue recognition and deferred revenue required extensive audit effort and a

high degree of auditor judgment.

How the Critical Audit Matter Was Addressed

The audit procedures performed to address this

critical audit matter included, among others:

Evaluating the Company's revenue recognition and deferred revenue policy for compliance with ASC 606

Selecting samples of customer contracts from each significant revenue stream, which involved:

Inspecting executed contracts, customer purchase orders, amendments, and related documentation to evaluate

management’s identification of performance obligations and the terms that affect revenue recognition.

Evaluating management’s conclusions regarding whether performance obligations are satisfied at a

point in time or over time, including the basis for recognizing RaaS and other subscription revenue over the contract term.

Testing the allocation of consideration to multiple performance obligations

Recomputing revenue recognized for sampled contracts and agreeing significant elements to underlying evidence,

including delivery documentation, installation or acceptance records, and subsequent cash receipts.

Recalculating deferred revenue balances at the reporting date for sampled contracts.

Comparing the pattern of revenue recognition to contract terms, service schedules, and customer usage

or billing data, as applicable.

Performing substantive analytical procedures to identify unusual revenue trends

Assessing the Company’s disclosures related to revenue recognition in the financial statements

Assessing the Company's disclosures related to revenue recognition and deferred revenue in the financial

Auditor’s Evaluation:

Our procedures included evaluating the Company's

revenue recognition and deferred revenue policy for compliance with ASC 606, verifying transactions through inspection of sales contracts

and other related documentation, and evaluating management’s conclusions regarding whether performance obligations are satisfied

at a point in time or over time.

We found that a material weakness relating to its revenue recognition and deferred revenue.

CRITICAL AUDIT MATTER:

INTANGIBLE ASSETS

ISSUED FOR SHARES VALUATION

Description of the Matter:

Richtech Robotics Inc.

issued shares as consideration

for certain technology-related and other identifiable intangible assets during the year and recognized those assets at fair value at the

acquisition date.

The valuation of these intangible assets was a critical audit matter because:

The transaction involved non-cash consideration (equity instruments), requiring management to determine

the fair value of the shares issued at the measurement date and to allocate the value to the acquired intangible assets.

The fair value of the intangible assets depended on highly judgmental assumptions, including projected

revenues and margins from the related technologies, expected adoption and commercialization timelines, and assumptions about technology

life cycles and customer behavior.

These intangible assets are significant to the consolidated financial statements and are subject to impairment

or recoverability assessments that involve significant management judgment in estimating future cash flows, selecting appropriate discount

rates, and determining other key valuation assumptions such as projected revenue growth, margin expansion, and technology life cycles.

Changes in these assumptions could have a material effect on the carrying value of the intangible assets and on the related amortization

or impairment charges recognized in the consolidated financial statements.

These matters involved a high degree of auditor

judgment and the use of specialists, especially because relatively small changes in the key assumptions could have a significant effect

on the recognized amounts of intangible assets, related amortization, and any potential impairment in future periods.

How the Critical Audit Matter Was Addressed

The audit procedures performed to address this

critical audit matter included, among others:

Evaluating the Company's intangible asset valuation processes, which include the determination of the

fair value of the shares issued at the measurement date.

Assessing the appropriateness of management’s valuation methodologies for the intangible assets

recognized for share-based consideration, including whether the methods were consistent with the applicable financial reporting framework

and with commonly used techniques for technology- and customer-related assets.

Inspecting supporting documentation for the share issuance and the agreed transaction terms and comparing

the share price used by management to observable market prices for the company’s shares at or near the measurement date, and considering

trading volumes and any relevant market events.

With the assistance of valuation specialists, evaluating the reasonableness of key valuation assumptions

for the intangible assets

Assessing whether the estimated useful lives and technological obsolescence assumptions were consistent

with contractual terms, expected product life cycles, and industry practices.

Auditor’s Evaluation:

Our procedures supported the reasonableness of

management’s valuation of the intangible assets recognized in connection with the issuance of shares and the related disclosures

in the financial statements.

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

We have served as the Company’s auditor

Henderson, Nevada

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PCAOB ID Number 6797

RICHTECH ROBOTICS INC.

Balance Sheets

ROBOTICS INC.

Consolidated Balance Sheets

September 30, 2025 and 2024

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Accounts receivable, (net of allowance for doubtful accounts)

Amount due from related parties, current

Prepaid expenses and other current assets

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Property and equipment, net

Deferred tax assets, net

Notes revievable

Operating lease right-of-use-assets

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Other assets, non-current

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Amount due to related parties, current

Accrued expenses

Deferred revenue

Accrued expenses and other payables

Short-term loan

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Total liabilities

Commitments and contigencies

Commitments and contingencies (Notes 7)

Stockholders’ equity:

Class A Common stock, $ 0.0001 par, 100,000,000 shares authorized as of September 30, 2024 and September 30, 2023, 39,934,846 and 44,353,846 shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively

Class B Common stock, $ 0.0001 par, 200,000,000 shares authorized as of September 30, 2024 and September 30, 2023, 53,795,254 and 17,813,000 shares issued and outstanding as of September 30, 2024 and September 30, 2023,respectively.

Class A Common stock, $ 0.0001 par, 100,000,000 shares authorized as of September 30, 2025 and September 30, 2024, 39,934,846 shares issued and outstanding as of September 30, 2025 and 2024, respectively.

Class B Common stock, $ 0.0001 par, 200,000,000 shares authorized as of September 30, 2025 and September 30, 2024, 154,656,592 shares and 53,795,254 shares issued and outstanding as of September 30, 2025 and September 30, 2024, respectively.

Additional Paid-in Capital

Accumulated other comprehensive income

Retained earnings

Total stockholders’ equity

Total liabilities, preferred stock and stockholder's equity

Total controlling stockholders’ equity

Non-controlling interests

Total stockholder’s equity

Total liabilities and stockholder’s equity

See accompanying Notes to Financial Statements

RICHTECH ROBOTICS INC.

Statements of Operations

Consolidated Statements of Operations

For the years ended September 30, 2025 and 2024

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Total operating expenses

Loss from operations

Income (loss) from operations

Non-operating income(expense):

Investment Income

Interest expenses, net

Total other expenses

Interest expense, net

Total other expense

Loss before income tax expense

Income tax benefit/(expense)

Consolidated net loss

Net loss Attributable to Non-Controlling Interest

Net loss attributable to common stockholders

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Weighted average shares used to compute basic and diluted net loss per share

RICHTECH ROBOTICS INC.

Consolidated statements

of Comprehensive Income

For the year ended September

30, 2025 and 2024

(In thousands, except

share and per share data)

Other comprehensive income:

Unrealized net gain on investments, net of tax

Comprehensive loss

See accompanying Notes to Financial Statements.

RICHTECH ROBOTICS INC

the years ended September 30, 2023 and 2024

thousands, except per share data)

Consolidated Statements of Equity

For the years ended September 30, 2025 and 2024

(in thousands, except per share data)

Common stock*

Retained earnings

Comprehensive

Shareholders’

Balance at September 30, 2023

Common stock issued for cash

Common stock issued for future services

Provision of Common stock issued for future services

Conversion from class A to Class B common stock

( 1,200,000 )

Balance at September 30, 2023

Initial Public offering related expenses

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Issuance of Common Shares for Intangible Asset Acquisition

Shares Issued to Employees and Directors

Shares Issued to Employees

Issuance of new shares for cash

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Balance at September 30, 2024

* Par value per share and the number of shares has been retrospectively restated for the related period in connection with our 4-for-1 forward stock split and concurrent re-designation of our common stock into Class A and Class B common stock in October 2022.

Issuance of Common Shares for Intangible Asset Acquisition

Issuance of shares upon exercise of warrants for cash

Shares Issued to Employees

Issuance of new shares for cash

Shares Issued for services

Net Loss attributable to NCI

Capital Contribution from NCI

Other Comprehensive Income

Balance at September 30, 2025

See accompanying Notes to Financial Statements.

RICHTECH ROBOTICS, INC.

STATEMENTS OF CASH FLOWS

Consolidated Statements of Cash Flows

For the year ended September 30, 2025 and 2024

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Cash flows from operating Activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Accounts receivable

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Accounts payable

Accrued expenses

Deferred revenue

Accrued expenses and other payable

Deferred Tax assets

Depreciation and amortization

Stock based compensation

Non-Operating Losses

Operating lease liabilities, current

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Cash flows from investing activities:

Purchase of equipment

Purchase of PPE

Purchase of intangible assets

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Purchase of long-term investments

Notes receivable

Cash used for lending to related parties

Payment received from lending to related parties

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from the issuance of related party debt

Payment of loans received from third parties

Contributions from Non-controlling Interests

Proceeds from warrants exercise

Loans received from third parties

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Richtech Robotics Inc.

“us”, “our” or “Richtech”), is a Nevada 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

Our solutions automate repetitive and time-consuming tasks which allows clients to reallocate labor hours to more value-creating

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 remedy their problems.

“us”, “our” or “Richtech”), is aC-Corporation registered in Nevada.

Richtech was originally established

as Richtech Creative Displays, LLC in Nevada on July 19, 2016, and converted tototo a Nevada corporation on June 22, 2022 .

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.

are a robotics and artificial intelligence (“AI”) technology company focused on developing advanced embodied AI systems

that aims to improve the efficiency and productivity of U.S.

Richtech trains proprietary artificial intelligence models on

in-house data to operate advanced robotic systems in the real world.

We design, engineer, manufacture, and deploy next generation embodied

AI systems to serve a wide range of industries—including food service, retail, industrial manufacturing, automotive, healthcare,

and hospitality.

Our robots are designed to be user friendly, reliable, and highly customizable, with the goal of driving tangible profit

and loss (“P&L”) improvements for our customers.

Our mission is to accelerate

the advancement of embodied AI in the United States.

We aim to become a robotics “Super-Operator”—i.e.

a company operating

over one hundred thousand intelligent robots connected through a unified, data-rich AI ecosystem.

These robots will perform a wide range

of tasks across commercial and industrial environments, from scrubbing floors and packaging deliveries to supporting medical staff in

hospitals and staffing factory production lines.

Risk and Uncertainties

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growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of

November 17, 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.

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.

NOTES TO FINANCIAL STATEMENTS

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in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

Investments may be comprised of a combination

of marketable securities, including U.S.

government securities, corporate debt securities, commercial paper, time deposits, and certain

certificates of deposit, which are all designated as available-for-sale and reported at estimated fair value, with unrealized gains and

losses recorded in accumulated other comprehensive income which is included within stockholders’ equity.

Available-for-sale marketable securities with

maturities greater than three months at the date of purchase are included in short-term investments in our consolidated balance sheets.

Interest, dividends, amortization and accretion of purchase premiums and discounts on these investments are included within Interest income

in our consolidated statements of operations.

The cost of available-for-sale investments sold

is based on the specific identification method.

Realized gains and losses on the sale of available-for-sale investments are recorded in

Other income (expense), net.

We regularly review all of our investments for

declines in fair value.

The review includes but is not limited to (i) the consideration of the cause of the decline, (ii) any currently

recorded expected credit losses and (iii) the creditworthiness of the respective security issuers.

The amortized cost basis of our investments

approximates its fair value.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Accounts Receivable

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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.

These primarily relate to work completed on development services for which revenue

has been recognized but not yet invoiced to customers.

We expect these unbilled receivables to be billed and collected within twelve months.

We actively manage our exposure

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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 September 30, 2024, the allowance for credit losses was $ 197 thousand, compared to $ 333 thousand as of September 30, 2023.

that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

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 September 30, 2025, the allowance for credit

losses was $ 139 , compared to $ 197 as of September 30, 2024.

We believe that our rigorous credit risk management practices and the allowance

for credit losses adequately address the potential for uncollectible accounts.

We value inventory at standard

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may be required.

Inventory as of September 30, 2024 and 2023 are as follows:

Year ended September 30,

Raw materials

Finished goods

Total inventories

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Property, and Equipment, net

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of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Property and equipment, as of September 30, 2024 and 2023 are as follows:

Year ended September 30,

Property and equipment, as

of September 30, 2025 and 2024 are as follows:

September 30,

Furniture, fixtures & equipment

Equipment held for lease

Leasehold improvements

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Property and equipment, net

Depreciation expenses for 2024 and 2023 were $ 15 and $ 13 , 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

Depreciation expenses for 2025 and 2024 were

$ 169 and $ 15 , respectively.

Rights and Privileges of Common Stock

Pursuant to our second amended

and restated articles of incorporation, our authorized capital stock consists of an aggregate of 300,000,000 shares of common stock, including

100,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock, and 10,000,000 shares of “blank check”

preferred stock.

The following description summarizes the material terms of our securities registered under Section 12 of the Exchange

Act and does not purport to be complete.

It is subject to, and qualified in its entirety by reference to, our second amended and restated

articles of incorporation and our amended and restated bylaws.

Except as otherwise required

by Nevada Revised Statutes (“NRS”), each holder of Class A common stock is entitled to ten (10) votes in respect of each share

of Class A common stock held by him, her, or it of record on the books of the Company, and each holder of Class B common stock is entitled

to one (1) vote in respect of each share of Class B common stock held by him, her, or it of record on the books of the Company, in connection

with the election of directors and on all matters submitted to a vote of stockholders of the Company.

Each share of Class A common stock

is convertible into one share of Class B common stock at any time at the option of the holder, but Class B common stock shall not be convertible

into Class A common stock under any circumstances.

Holders of our common stock do not have preemptive, subscription, or redemption rights.

NOTES TO FINANCIAL STATEMENTS

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Summary of Significant Accounting Policies (cont.)

Intangible Asset, as of September 30, 2024 and

2023 are as follows:

Year ended September 30,

Intangible Asset

Accumulated Amortization

Intangible Asset, net

Amortization expenses for 2024 and 2023 were $ 67 and 0 , respectively.

Stockholders’ Equity

According to ASC 505-10-S99-4,

changes in the capital structure of a reporting entity due to a stock dividend, stock split or reverse split occurring after the date

of the latest reported balance sheet but before the release of the financial statements (or the effective date of the registration statement,

whichever is later) should be given retroactive effect in the balance sheet.

In such cases, appropriate disclosure should be made of the

retrospective treatment and the date the change became effective.

For our Statements of Stockholders’ Equity, par value per share

and the number of shares has been retrospectively restated for the related period in connection with our 4-for-1 forward stock split and

concurrent re-designation of our common stock into Class A and Class B common stock in October 2022.

In accounting for the conversion

of member units into common stock, we followed the relevant accounting guidance provided by the Financial Accounting Standards Board (“FASB”)

in accordance with GAAP.

According to ASC 805-50-15-6, an entity charters a newly formed entity and then transfers some or all of its

net assets to that newly chartered entity is an example of common-control transactions.

ASC 805-50-15-6 provides guidance on common control

transactions, stating that such transactions involve transfers between entities under common control, where the control is not transitory.

In the case of the conversion of member units into common stock, the entities involved are under common control by the same parent entity.

This relationship satisfies the criteria for a common control transaction, as control is not transitory and the parent entity exercises

significant influence over the entities involved.

Financial statements reflect the members’ equity and that the reclassification

of members’ equity during fiscal 2022 to paid-in-capital is properly accounted for, in accordance with ASC 805-50-45-4 and SAB Topic

4.B by analogy.

Listing on the Nasdaq Stock Market

Listing on Nasdaq

On November 17, 2023, the

Company completed its initial public offering, issuing 2,100,000 shares of Class B common stock at a price of $ 5.00 per share under the

ticker symbol “RR.

Purchase of intangible assets

In the fourth quarter of

2024, the Company acquired intangible assets through a combination of cash and common stock.

The total consideration included $ 5.47 million

in cash and approximately $ 2.2 million in Class B common stock.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Company’s shares of Class B common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “RR.”

Revenue Recognition

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services we transfer to the customer.

For arrangements that bundle

robotic products, maintenance, and technical support services, we exercise significant judgment in determining whether these items are

Robotic products are typically considered distinct performance obligations as customers can benefit from the product

Maintenance and technical support services, which may include scheduled inspections, repairs, remote troubleshooting,

and spare parts provisions, are generally considered distinct performance obligations when they are separately priced, optional, and can

be performed by another vendor.

However, when these services are embedded as a mandatory component of a bundled contract (e.g., a RaaS

arrangement) and are integral to the promised continuous operational capability, they are not considered distinct and are combined with

the overall service promise as a single performance obligation.

We allocate the transaction price to each distinct performance obligation

based on its relative standalone selling price, which is determined based on observable standalone sales or, if not available, estimated

using expected cost-plus-margin approaches.

We recognize revenue when

control of a promised good or service transfers to a customer.

Control can transfer at a point in time or over time.

Revenue from the

sale of robotic products is recognized at a point in time, typically upon shipment or delivery when legal title and the significant

risks and rewards of ownership have transferred to the customer.

This is assessed based on the terms of sale (e.g., FOB shipping point

or FOB destination) and when the customer obtains physical possession, bears the risk of loss, and has an unconditional obligation to

Revenue from Robotics-as-a-Service (RaaS) arrangements is recognized over time, as the customer simultaneously receives and

consumes the benefits of the Company’s continuous provision of robotic functionality, maintenance, and technical support services.

The Company uses the straight-line method of recognition over the contract term as the most faithful depiction of the transfer of services,

unless evidence suggests another method better reflects the pattern of performance.

The assessment of whether control transfers over time

is based on the criteria in ASC 606, including whether (a) the customer simultaneously receives and consumes benefits as the Company performs,

or (b) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable

right to payment for performance completed to date.

The transaction price is

the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer.

contracts contain fixed consideration.

We do not offer variable consideration elements such as usage-based fees, price concessions,

rebates, penalties, or performance bonuses.

Therefore, the transaction price for all contracts equals the fixed, non-refundable amount

stated in the contract.

At contract inception, we

assess the customer’s ability and intent to pay the promised consideration.

A contract is only accounted for under ASC 606 if it

is probable we will collect substantially all of the consideration to which it is entitled.

This collectability assessment involves evaluating

the customer’s creditworthiness using both quantitative and qualitative factors.

For new customers, this includes reviewing credit

ratings (if available), financial statements, and payment history with other parties.

For existing customers, we review historical payment

patterns, current financial health, and the impact of prevailing economic conditions.

If, after contract inception, a significant deterioration

in a customer’s creditworthiness indicates that collectability of substantially all of the remaining consideration is no longer

probable, we cease to recognize additional revenue and assesses the need for a credit loss provision on any recognized contract assets

or receivables.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Product Revenue

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The transaction price is

typically fixed and allocated evenly across the contract term unless specific usage-based considerations are included.

Revenue recognition

begins once the robots are installed and operational at the customer’s site.

typically fixed and allocated evenly across the contract term..

Revenue recognition begins once the robots are installed and operational

at the customer’s site.

We account for RaaS arrangements under ASC 606, Revenue from Contracts with Customers.

These contracts

provide customers with continuous usage to the Company’s robotic products, maintenance, and technical support services, in exchange for

The Company has determined that these are service contracts, as the customer is contracting for an integrated service output

and the Company retains substantial ownership risks and control over the deployed robotic assets, including responsibility for maintenance,

upgrades, and ensuring uptime.

The customer does not have the right to direct the use of, nor obtain substantially all the economic benefits

from, a specifically identified asset.

Revenue from these fixed-fee contracts is recognized on a straight-line basis over the contractual

service period as the customer simultaneously receives and consumes the benefits.

Revenue from Leasing

We account for Robotic leasing

arrangements under ASC 842, Leases.

These contracts convey the right to control the use of an explicitly identified robotic products

for a specified period in exchange for consideration.

As the customer has the right to direct the use of and obtain substantially all

economic benefits from the specifically identified asset during the lease term, these contracts meet the definition of a lease.

Our leases are classified as operating leases, and lease income is recognized on a straight-line basis over the lease term.

robot is included within Property, Plant, and Equipment and depreciated over its useful life.

We did not generate revenue from

lease arrangements in fiscal year 2025.

Remaining Performance Obligations

Remaining performance obligations

represent the aggregate amount of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations as of

the balance sheet date.

This amount relates primarily to the fixed consideration in non-cancelable Robotics-as-a-Service (RaaS) contracts

for which revenue is recognized over time.

As of September 30, 2025, the

total amount of the transaction price allocated to remaining performance obligations was $ 1,376 .

Of this amount, $ 704 is

expected to be recognized as revenue within the next 12 months, $ 425 is expected to be recognized between 13 and 24 months,

and the remaining $ 247 is expected to be recognized beyond 24 months.

We did not generate revenue from leasing arrangements

in fiscal year 2025, and as such, there are no remaining performance obligations related to lease contracts.

Contract assets and contract liabilities

We maintain contract-related

balance sheet accounts under ASC 606, Revenue from Contracts with Customers , which primarily arise from Robotics-as-a-Service

(RaaS) arrangements.

Contract Assets (Unbilled Receivables) represent

revenue recognized for performance obligations satisfied but not yet billed as of the balance sheet date.

These assets are generated when

revenue is recognized over time under RaaS contracts, while invoicing occurs on a periodic or milestone basis.

Contract assets are reclassified

to accounts receivable when the right to payment becomes unconditional.

Contract Liabilities (Deferred

Revenue) consist of payments received from customers in advance of performance.

These liabilities relate primarily to advance payments

for RaaS subscriptions and are recognized as revenue as the related services are provided over the contract term.

As of September 30,

2025, the balance of contract liabilities was $ 248 .

No contract balances are attributable

to leasing activities, as the Company did not generate revenue from lease arrangements during fiscal year 2025.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Other Revenue Policies

12 unchanged sentences

within cost of goods sold.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Research and Development Costs

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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

year ending September 30, 2023 and 2024.

We had operating leases for which we were required to recognize a right-of-use asset and lease

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

As an emerging growth company, we adopted the new standard on January 1, 2022 for our years ended September 30, 2024 and 2025.

We had operating leases for which we were required to recognize a right-of-use asset and lease liability.

In December 2019, the FASB

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in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction.

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.

was 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.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

In May 2020, the FASB issued

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not have a material impact on our financial statements and disclosures.

For the fiscal year ended September 30, 2025, total net revenue was

$ 5,045 thousand, representing a 19.0 % increase over the $ 4,240 thousand generated in 2024.

The Company’s revenue is derived from

multiple revenue streams that reflect differences in the nature of the underlying goods and services.

The revenue stream was led by revenue

from Robots-as-a-Service (RaaS) arrangements, which contributed $ 692 thousand.

Product revenue from robotic sales accounted for $ 2,309

thousand, while leasing/service/rental arrangements generated $ 1,429 thousand.

The remaining revenue was derived from other retail and

management services $ 615 thousand.

Revenue is recognized when control of the promised goods or services is transferred to the customer.

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 September 30, 2025 and

September 30, 2024 are as follows:

September 30,

Intangible Asset

Accumulated Amortization

Intangible Asset, net

Amortization expense was

$ 2,150 and $ 67 for the years ended September 30, 2025 and 2024, respectively.

The increase was primarily attributable to the full amortization

of a specific intangible asset with a carrying value of $ 1,200 during the current fiscal year, reflecting a shorter-than-average remaining

useful life for that asset.

Estimated amortization expense

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

2026 – $ 2,189 ;

2027 - $ 2,189 ;

2028 - $ 2,189 ;

2029 - $ 2,189 ;

2030 - $ 1,200 .

The Company performs an impairment assessment on an annual basis.

the fiscal year ended September 30, 2025, the Company’s assessment concluded that no impairment indicators were identified, and

no impairment loss was recognized.

Accounts Receivable, Net

Accounts receivable, net

of allowance for doubtful accounts, was $ 1,780 thousand as of September 30, 2025, compared to $ 1,359 thousand as of September 30, 2024.

The 2025 balance includes gross receivables of $ 1,919 thousand offset by an allowance for doubtful accounts of $ 139 thousand.

This allowance

represents management’s best estimate of potential credit losses based on the aging of customer balances and a specific identification

of problematic accounts.

Inventory as of September

30, 2025 and 2024 are as follows:

Year ended September 30,

Raw materials

Finished goods

Total inventories

Finished goods inventory

includes products-in-transit to fulfill customer orders and robotic products available for sale.

We write-down inventory for any excess

or obsolete inventory or when we believe that the net realizable value of inventory is less than the carrying value.

During the years

ended September 30, 2025, we recorded write-downs of $ 167 , respectively, in Cost of revenues in the consolidated statements of operations.

NOTES TO FINANCIAL STATEMENTS

1 unchanged sentence

(Dollars in thousands, unless otherwise stated)

Earnings per Share

Because we reported a net

loss for all periods presented, no potentially dilutive securities have been included in the computation of diluted net loss per share.

In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible deferred compensation

that could dilute basic earnings per share in the future as of September 30, 2024 and 2023.

Year ended September 30,

Earnings/Loss per Share

Because we reported a net loss for all periods presented, no potentially

dilutive securities have been included in the computation of diluted net loss per share.

Fiscal Year ended

Net loss attributable to common stockholders

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Basis and diluted net loss per share (in each dollar)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

The Company’s financial statements

include a total state tax expense of $ 763 on a loss before income taxes of approximately $ 8,139 thousand for the year ended September

The Company’s financial

statements include a total state tax expense of $ 2 on a loss before income taxes of approximately $ 15,754 for the years ended September

A reconciliation of the difference between the (expense)/benefit for income taxes and income taxes at the statutory U.S.

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Total provision effective rate

The components of deferred

tax assets and liabilities are as follows (in thousands):

The components of deferred tax assets and liabilities

are as follows (in thousands):

September 30,

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Year incurred

Operating Loss

Research Activities

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements (“ASC

820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined

based on assumptions that market participants would use in pricing an asset or a liability.

The three-tiered fair value hierarchy, which

prioritizes which inputs should be used in measuring fair value, is comprised of:

(Level I) observable inputs such as quoted prices in

active markets;

(Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level

III) unobservable inputs for which there is little or no market data.

The fair value hierarchy requires the use of observable market data

when available in determining fair value.

Our assets and liabilities that were measured at fair value on a recurring basis were as

September 30, 2025

September 30, 2024

government securities

Certificates of deposit

Money market funds

government securities and certificates

of deposit are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these

Our cash, cash equivalents and investments classified

by security type as of September 30, 2025 and 2024 consisted of the following:

September 30, 2025

government securities

Certificates of deposit and time deposits

Money market funds

Total cash, cash equivalents and short-term investments

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Fair Value of Financial Instruments (cont.)

September 30, 2024

Certificates of deposit and time deposits

Total cash, cash equivalents and short-term investments

As of September 30, 2025, all of our short-term

investments had contractual maturity dates within one year.

Disclosure of Fair Values

Our financial instruments that are not re-measured at fair value include

accounts receivable, notes receivable, other receivables, accounts payable, accrued expenses, short-term loan and long-term payables.

The carrying values of these financial instruments materially approximate their fair values.

Stockholders’ Equity

As of September 30, 2025

and 2024, the Company had 154,656,592 shares issued and outstanding of class B common stock, as of September 30, 2025, and 53,795,254

shares issued and outstanding of class B common stock, as of September 30, 2024.

The Company had 39,934,846 shares for 2025 and 2024,

respectively of Class A common stock issued and outstanding.

During the fiscal year ended September 30, 2025, the Company issued an aggregate

of 100,861,338 shares of Class B common stock and no shares of Class A common stock.

A description of all material issuances of the Company’s

Class B common stock is set forth below.

On November 21, 2023, the

Company issued an aggregate of 2,100,000 shares of Class B common stock, at a price of $ 5.00 per share, in connection with the closing

of its initial public offering.

On December 22, 2023, the Company issued an additional 42,563 shares of Class B common stock, at a price

of $ 5.00 per share, pursuant to the partial exercise of the underwriters’ over-allotment option.

On February 15, 2024, the

Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd.

(“Yorkville”), pursuant

to which Yorkville agreed to purchase up to $ 50 million of the Company’s shares of Class B common stock over the course of 24 months

after the date of the SEPA.

The price of shares to be issued under the SEPA would be 96 % of the lowest volume weighted average price (the

“VWAP”) of the Company’s Class B common stock for the three trading days immediately following the delivery of each

Advance (as defined below) notice by the Company.

Each issuance and sale by the Company to Yorkville under the SEPA (an “Advance”)

would subject to a maximum amount equal to 100 % of the daily trading volume of the Company’s Class B common stock, as reported by

Bloomberg L.P., during the five trading days immediately preceding an Advance notice.

For a more detailed description of the terms of

the SEPA, please refer to the Company’s Current Report on Form 8-K/A filed with the SEC on March 15, 2024.

As of September 30, 2024,

the Company had issued an aggregate of 8,776,211 shares of Class B common stock under the SEPA.

In addition, on April 22, 2024, the Company

issued 259,350 Commitment Shares to Yorkville pursuant to the SEPA.

On September 3, 2024, the

Company issued the following securities to certain institutional investors, pursuant to that certain Securities Purchase Agreement, dated

as of August 29, 2024, and to certain retail purchasers (together with the institutional investors, the “Investors”), pursuant

to the Company’s prospectus, dated August 29, 2024, as filed with the SEC on August 30, 2024, in a public offering:

(i) an aggregate

of 13,242,963 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.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Stockholders’ Equity (cont.)

As of September 30, 2024,

the Company had issued an aggregate of 2,312,594 shares of Class B common stock pursuant to the exercise of all of the outstanding Pre-Funded

Warrants in full, at an exercise price of $ 0.00001 per share.

As of September 30, 2024, the Company has issued zero shares of Class B

common stock pursuant to the exercise of Common Warrants, at an exercise price of $ 1.35 per share.

During the fiscal year ended

September 30, 2024, the Company issued an aggregate of 4,829,573 shares of Class B common stock under the Amended and Restated Richtech

Robotics, Inc.

2023 Stock Option Plan, consisting of the following:

(i) 4,730,726 shares of Class B common stock issued to consultants

as compensation for technology development services.

Upon completion of the development, the resulting technology was recognized as an

intangible asset on the Company’s balance sheet in accordance with ASC 350 and ASC 718;

(ii) 51,890 shares of Class B common stock

issued as stock compensation to employees and directors;

and (iii) 46,957 shares of Class B common stock allocated to the employee and

director equity incentive pool.

During the fiscal year ended

September 30, 2024, the Company issued an aggregate of 4,419,000 shares of Class B common stock to stockholders upon the conversion of

an equal number of shares of Class A common stock.

During the fiscal year ended

September 30, 2025, the Company issued an aggregate of 79,241,455 shares through at-the-market (“ATM”) offerings.

During the fiscal year ended

September 30, 2025, the Company issued 8,721,735 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc.

2023 Stock Option Plan, consisting of the following:

(i) 5,788,849 shares of Class B common stock issued to consultants as compensation

for technology development services.

Upon completion of the development, the resulting technology was recognized as an intangible asset

on the Company’s balance sheet in accordance with ASC 350 and ASC 718;

(ii) 1,023,040 shares of Class B common stock issued as stock

compensation to employees;

and (iii) 1,793,095 shares of Class B common stock issued for legal and professional services.

861,904 shares

of Class B common stock remained available under the employee and director equity incentive pool.

During the fiscal year ended

September 30, 2025, the Company issued an aggregate of 13,014,899 shares of Class B common stock pursuant to the exercise of investor

Commitments and Contingencies

We lease office facilities

under noncancelable operating lease agreements.

We lease space for its corporate headquarters in Las Vegas, Nevada through August 2027,

and we have closed our office space in Austin in April 2024.

and retail space under noncancelable operating lease agreements.

Following the purchase of the new corporate headquarters in April 2025,

the existing facilities at 4175 Cameron St, Las Vegas, Nevada, continue to be leased and are now utilized for dedicated Research and Development

(R&D) laboratory space and overflow administrative support.

We closed our second office space in Austin, Texas, in April 2024.

total operating lease liabilities primarily relate to the Cameron Street R&D facility and the Clouffee & Tea retail space (Town

Square Las Vegas).

The components of leases

7 unchanged sentences

Total operating lease liabilities

Operating leases

September 30,

Operating lease cost

Future minimum lease payments

under these leases as of September 30, 2025, are approximately as follow:

Year ending September 30,

Total future minimum lease payments

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Subsequent Events

On October 16, 2024, we entered

into a binding LOI with Ghost Kitchens America (DBA as One Kitchen).

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.

As of the date of this 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.

On October 25, 2024, the

Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Class B common

stock had fallen below $ 1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement

for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.

Nasdaq’s notice had no immediate

effect on the listing of the Company’s Class B common stock on the Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company was provided an initial compliance period of 180 calendar days, or until April 23, 2025, to regain compliance with the minimum

bid price requirement.

To regain compliance, the closing bid price of the Company’s Class B common stock must meet or exceed $ 1.00

per share for a minimum of 10 consecutive business days prior to April 23, 2025.

On January 6, 2025, the Company received a notice from

Nasdaq that the Company has regained compliance with the minimum bid price requirement and the matter is closed.

Between October 1, 2025 and

January 15, 2025, the Company issued an aggregate of 19,642,631 shares of Class B common stock, as detailed below:

- The Company issued an aggregate of 4,485,946 shares of Class B common stock upon the exercise of Common Warrants, generating total proceeds of $ 9,813,400.08 before deducting financial advisory fees.

- The Company issued an aggregate of 15,156,685

shares of Class B common stock under the At-The-Market program generating gross proceeds of $ 71,622,886.31 .

- On December 5, 2025, the Company announced the resignation of Matthew

Casella as President, effective December 2, 2025.

In connection with his departure, the Company entered into a separation agreement pursuant

to which the Company will provide:

(i) a cash payment of $ 32 thousand for severance and accrued obligations, (ii) a $ 35 thousand performance

bonus, and (iii) 60,000 restricted shares of Class B common stock.

Additionally, Mr.

Casella will continue to provide consulting services

for 12 months in exchange for 50,000 restricted shares of Class B common stock, payable quarterly through December 2026.

- On November 10, 2025, we filed an Articles of Amendment to our Articles

of Incorporation, as amended, with the Nevada Secretary of State to effect an increase the number of shares of Class B common stock that

we are authorized to issue from 200,000,000 to 1,000,000,000 , effective upon filing.

Financial Statement Schedules

10 unchanged sentences

Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).

Articles of Amendment to Articles of Incorporation of Richtech Robotics Inc.

(Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on November 17, 2025).

Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on January 11, 2024).

5 unchanged sentences

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Description of Registered Securities*

Form of Inducement Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2025).

Description of Registered Securities (Incorporated by reference to Exhibit 4.6 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Letter of Intent, dated as of October 16, 2024, by and between Richtech Robotics Inc.

and Ghost Kitchens America (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024).

Master Professional Services Agreement, dated September 26, 2022 (Gaming MSA) (Incorporated by reference to Exhibit 10.2 in the Company’s Registration Statement on Form S-1/A (File No.

333-273628), filed with the SEC on November 1, 2023).

Master IT Services and Products Agreement, dated January 12, 2023 (Hotel MSA) (Incorporated by reference to Exhibit 10.3 in the Company’s Registration Statement on Form S-1/A (File No.

333-273628), filed with the SEC on November 1, 2023).

Form of Invention Assignment Agreement (Incorporated by reference to Exhibit 10.4 in the Company’s Registration Statement on Form S-1/A (File No.

2 unchanged sentences

333-273628), filed with the SEC on November 1, 2023).

2023 Equity Stock Option Plan (Incorporated by reference to Exhibit 10.6 in the Company’s Registration Statement on Form S-1/A (File No.

333-273628), filed with the SEC on November 1, 2023).

Second Amended and Restated Richtech Robotics, Inc.

2023 Stock Option Plan (Incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Commission on November 17, 2025).

Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No.

8 unchanged sentences

333-273628), filed with the SEC on November 1, 2023).

Employment Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration Statement on Form S-1/A (File No.

333-273628), filed with the SEC on November 1, 2023).

Standby Equity Purchase Agreement, dated February 15, 2024, by and between the Company and YA II PN, Ltd.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024).

Promissory Note issued to YA II PN, Ltd.

dated March 18, 2024 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 22, 2024).

Promissory Note issued to YA II PN, Ltd.

dated April 15, 2024 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on April 23, 2024).

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Code of Ethics*

Insider Trading Policy*

Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No.

333-273628), filed with the SEC on November 1, 2023).

Form of Inducement Letter (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2025).

Purchase and Sale Agreement, dated April 8, 2025, by and between the Company and L & R Investment LLC (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2025) .

Product Sales and Technical Services Agreement, dated as of June 24, 2025, by and between Boyu Artificial Intelligence (Beijing) Technology Co., Ltd.

and Beijing Kaiwu Tongchuang Technology Development Co., Ltd (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2025).

Master Services Agreement, dated August 21, 2025 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on August 25, 2025).

At the Market Offering Agreement, dated August 28, 2025, by and among the Company and Rodman & Renshaw LLC and H.C.

Wainwright & Co., LLC (In corporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2025).

At the Market Offering Agreement, dated September 23, 2025, by and among the Company, Rodman & Renshaw LLC and H.C.

Wainwright & Co., LLC (Incorporated by reference to Exhibit 10.1 in the Company’s Registration Statement on Form S-3ASR, filed with the SEC on September 24, 2025).

Code of Ethics (Incorporated by reference to Exhibit 14 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Insider Trading Policy (Incorporated by reference to Exhibit 19 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Subsidiaries of the Registrant.

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Executive Compensation Clawback Policy.(Incorporated by reference to Exhibit 97 in the Company’s Annual Report on Form 10-K/A, filed with the SEC on February 7, 2025).

Inline XBRL Instance Document.*

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Furnished herewith

# Certain portions of this exhibit

have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive harm to the Company

if publicly disclosed.

Certain portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

Certain annexes,

schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a

copy of any omitted attachment to the SEC on a confidential basis upon request.

Pursuant to the requirements

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures