Richtech Robotics Announces $38.7 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Richtech Robotics (Nasdaq: RR) entered a definitive agreement for a private placement of 8,500,000 Class B shares priced at-the-market under Nasdaq rules, with gross proceeds of approximately $38.7 million.

Rhea-AI Summary

Richtech Robotics (Nasdaq: RR) entered a definitive agreement for a private placement of 8,500,000 Class B shares priced at-the-market under Nasdaq rules, with gross proceeds of approximately $38.7 million. The transaction is expected to close on or about January 29, 2026, subject to customary conditions.

Rodman & Renshaw is the exclusive placement agent. The company intends to use net proceeds for working capital, product development, and inventory procurement for robotic hardware. The shares are offered under Section 4(a)(2)/Regulation D and include resale registration rights.

Positive

• Gross proceeds of approximately $38.7 million
• Issuance of 8,500,000 Class B common shares
• Agreement includes resale registration rights for the investor

Negative

• Potential shareholder dilution from 8,500,000 new shares
• Net proceeds reduced by placement agent fees and offering expenses

Argus Jan 28 session

-7.80% close to close Open Argus

Details

News Market Reaction – RR

In the Jan 28 session, RR declined 7.80%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -7.8% in the session following this news. A negative reaction despite positive opera...

Analysis

The stock moved -7.8% in the session following this news. A negative reaction despite positive operational momentum would fit prior patterns where upbeat news led to declines, such as the Dex unveil on Oct 28, 2025 followed by a -10.39% move. The new private placement for about $38.7 million in gross proceeds adds to a capital-raising history that includes large ATM programs and an effective S-3ASR with up to $1,000,000,000 of Class B issuance capacity, factors that can weigh on sentiment during additional equity financing.

Key Figures

Private placement shares: 8,500,000 shares Private placement proceeds: $38.7 million Shelf ATM capacity: $1,000,000,000 +5 more

Private placement shares

8,500,000 shares

Class B common stock in January 2026 private placement

Private placement proceeds

$38.7 million

Expected gross proceeds before fees from January 2026 private placement

Shelf ATM capacity

$1,000,000,000

Class B common stock under May 2025 ATM Agreement in S-3ASR

Annual revenue

$5,045 thousand

Revenue for year ended September 30, 2025 (Form 10-K)

ATM proceeds May 2025

$100.0 million

Capital raised via May 2025 at-the-market offering

ATM proceeds Aug 2025

$98.4 million

Capital raised via August 2025 at-the-market offering

ATM proceeds Sep 2025

$26.8 million

Capital raised via September 2025 at-the-market offering

Warrant exercise proceeds

$3.64 million

Proceeds from induced warrant exercises as disclosed in 10-K

Historical Context

5 past events · Latest: Jan 27

5 events

1. Jan 27

   AI collaboration

   24h Move

   +44.6%

   Microsoft AI Co-Innovation Labs collaboration to enhance ADAM with Azure AI.

2. Dec 24

   Product launch

   24h Move

   +8.3%

   Announcement of Dex humanoid robot debut at CES 2026 in Las Vegas.

3. Nov 04

   Partnership news

   24h Move

   -8.8%

   Collaboration with NomadGo to integrate Inventory AI into Dex robot.

4. Oct 28

   Product unveil

   24h Move

   -10.4%

   First detailed look at Dex humanoid robot and U.S. robotics data initiative.

5. Oct 27

   Sports partnership

   24h Move

   -3.5%

   Strategic partnership with Vegas Golden Knights for AI and robotics in sports.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, at-the-market, section 4(a)(2), regulation d, +2 more

6 terms

private placement financial

"purchase and sale of 8,500,000 shares of the Company’s Class B common stock in a private placement priced at the market"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

at-the-market financial

"private placement priced at the market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder and have not been registered under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

resale registration statement regulatory

"the Company has agreed to file a resale registration statement covering the shares described above"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, Jan. 28, 2026 (GLOBE NEWSWIRE) -- Richtech Robotics Inc. (Nasdaq: RR), (“Richtech Robotics” or the “Company”), a Nevada-based provider of AI-driven service robots, announced today that it has entered into a definitive agreement with a fundamentally driven institutional investor for the purchase and sale of 8,500,000 shares of the Company’s Class B common stock in a private placement priced at the market under Nasdaq rules. The private placement is expected to close on or about January 29, 2026, subject to the satisfaction of customary closing conditions.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $38.7 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, general corporate purposes, including the further development of our product candidates, and the procurement of inventory, specifically for robotic hardware.

The shares described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the shares issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file a resale registration statement covering the shares described above.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these shares, nor shall there be any sale of these shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Richtech Robotics

Richtech Robotics develops advanced robotic solutions and the data infrastructure that makes its robots more intelligent. Guided by three strategic pillars — Industrial, Commercial, and Data Services — Richtech Robotics aims to deliver dependable automation, consistent service performance, and continuous AI-driven improvement at scale. From factory floors to hospitality venues, our robots work alongside people to enhance efficiency, precision, and quality. Learn more at www.RichtechRobotics.com, and connect with us on X, LinkedIn and YouTube.

Forward Looking Statements

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding the completion of the private placement, the satisfaction of customary closing conditions related to the private placement and the intended use of net proceeds from the private placement.

These forward-looking statements are based on Richtech Robotics’ current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements include, among others, our financial performance and projections, our growth in revenue and earnings, and performance of Richtech Robotics’ products, industry and general economic and market conditions. Investors should read the risk factors set forth in Richtech Robotics’ Annual Report on Form 10-K, filed with the SEC on January 20, 2026, and other public filings with the SEC. All of Richtech Robotics’ forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof. New risks and uncertainties arise over time, and it is not possible for Richtech Robotics to predict those events or how they may affect Richtech Robotics. If a change to the events and circumstances reflected in Richtech Robotics’ forward-looking statements occurs, Richtech Robotics’ business, financial condition and operating results may vary materially from those expressed in Richtech Robotics’ forward-looking statements.

Readers are cautioned not to put undue reliance on forward-looking statements, and Richtech Robotics assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Investors:
CORE IR
ir@richtechrobotics.com 

Media:
Timothy Tanksley
Director of Marketing
Richtech Robotics, Inc
press@richtechrobotics.com 
702-534-0050

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Richtech Robotics (RR) announce about the private placement on January 28, 2026?

Richtech announced a private placement of 8,500,000 Class B shares, expected to raise about $38.7 million. According to the company, the offering is priced at-the-market under Nasdaq rules and expected to close on or about January 29, 2026.

How will Richtech Robotics (RR) use the proceeds from the $38.7 million offering?

The company intends to use net proceeds for working capital, product development, and robotic hardware inventory. According to the company, these uses include further development of product candidates and procurement of inventory for hardware needs.

Who is the placement agent and when is the RR private placement expected to close?

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering. According to the company, the private placement is expected to close on or about January 29, 2026, subject to customary closing conditions.

Are the shares from Richtech Robotics (RR) registered for resale after the private placement?

The shares are issued in a private placement under Section 4(a)(2)/Regulation D and are unregistered initially. According to the company, a registration rights agreement requires filing a resale registration statement covering the shares.

What investor and regulatory restrictions apply to the RR private placement shares?

The shares may not be offered or sold in the U.S. except under an effective registration or an applicable exemption. According to the company, the offering complies with securities law exemptions and is subject to state law restrictions.