Richtech Robotics Files 8-K with Key Agreements and Equity Updates

TL;DR

Richtech Robotics filed an 8-K on Feb 10, 2025, reporting new deals, equity sales, and changes to security holder rights.

AI Summary

On February 10, 2025, Richtech Robotics Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported unregistered sales of equity securities, and noted material modifications to the rights of its security holders. The filing also included financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Richtech Robotics, including new agreements and changes affecting shareholder rights, which could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and modifications to security holder rights, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Richtech Robotics Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41866 (commission_file_number) — SEC File Number
• 88-2870106 (irs_number) — IRS Employer Identification No.
• 4175 Cameron St Ste 1 Las Vegas, NV 89103 (address) — Principal executive offices
• 8662363835 (phone_number) — Business phone

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share RR The Nasdaq Stock Marke
• $1.35 — rants at the existing exercise price of $1.35 per share, in exchange for the Company'
• $4.00 — stock at an exercise price per share of $4.00 (the " Inducement Warrants "). The aggr
• $3,644,726, b — the Existing Warrants are approximately $3,644,726, before deducting financial advisory fees.

Filing Documents

• ea0230588-8k_richtech.htm (8-K) — 29KB
• ea023058801ex4-1_richtech.htm (EX-4.1) — 102KB
• ea023058801ex10-1_richtech.htm (EX-10.1) — 43KB
• 0001213900-25-011887.txt ( ) — 409KB
• rr-20250210.xsd (EX-101.SCH) — 3KB
• rr-20250210_def.xml (EX-101.DEF) — 26KB
• rr-20250210_lab.xml (EX-101.LAB) — 33KB
• rr-20250210_pre.xml (EX-101.PRE) — 22KB
• ea0230588-8k_richtech_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 10, 2025, Richtech Robotics Inc., a Nevada corporation (the " Company ") entered into a warrant exercise inducement offer letter (the " Inducement Letter ") with a holder (the " Holder ") of its existing common stock warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock (collectively, the " Existing Warrants "), to exercise its Existing Warrants at the existing exercise price of $1.35 per share, in exchange for the Company's agreement to issue new common stock warrants to purchase 2,699,797 shares of Class B common stock at an exercise price per share of $4.00 (the " Inducement Warrants "). The aggregate gross proceeds from the exercise of the Existing Warrants are approximately $3,644,726, before deducting financial advisory fees. The Company intends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes. The shares of Class B common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-1 (File Nos. 333-281789 and 333-281848), which was declared effective by the Securities and Exchange Commission (the " SEC ") on September 3, 2024. In consideration for the immediate exercise of the Existing Warrants for cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). The Inducement Warrants have an exercise price of $4.00 per share, are immediately exercisable and will be exercisable for five years from the date of issuance. The Inducement Warrants and the shares of Class B common stock underlying the Inducement Warrants (the " Inducement Warrant Shares ") offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or so

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company intends to issue the Inducement Warrants pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Current Report is incorporated herein by reference. The form of the Inducement Warrants is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required, the information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Letter 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Richtech Robotics Inc. By: /s/ Zhenwu (Wayne) Huang Name: Zhenwu (Wayne) Huang Title: Chief Executive Officer and Director Dated: February 11, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR