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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April
1, 2026
Richtech Robotics Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41866 |
|
88-2870106 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2975 Lincoln Rd
Las Vegas, NV 89115
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (866) 236-3835
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class B Common Stock, par value $0.0001 per share |
|
RR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On April 1, 2026 (the “Effective
Date”), Richtech Robotics Inc., a Nevada corporation (the “Company”), entered into a purchase and sale agreement
(the “Purchase and Sale Agreement”) with PSIF EBS Rainbow LLC, a Delaware limited liability company (the “Seller”),
with respect to the purchase of property, as described in more detail in the Purchase and Sale Agreement, including an approximately 79,325
square foot building located at 9530 S. Rainbow Blvd., Las Vegas, Nevada 89139 (the “Property”). The Company intends
to utilize the Property as a strategic U.S.-based facility for warehousing, assembly and light manufacturing, as well as research and
development, testing, and robotics-driven data collection and model training to support the continuous improvement of the Company’s
robotics and AI systems.
The
purchase price of the Property is $21,180,000.00, inclusive of $600,000.00 earnest money payment (the “Earnest Money”).
The Company and the Seller have agreed to consummate the transactions contemplated by the Purchase and Sale Agreement on or before the
fifteenth (15th) day after the expiration of the Inspection Period (as defined below), subject to the closing conditions set
forth in the Purchase and Sale Agreement.
The
Purchase and Sale Agreement contains representations, warranties, covenants, indemnification provisions and closing conditions that are
customary for transactions of this type. The Purchase and Sale Agreement provides for a customary inspection period ending on the forty-fifth
(45th) day after the Effective Date (the “Inspection Period”), and the Company has the right to terminate the Purchase
and Sale Agreement upon written notice to the Seller within the Inspection Period. In the event of such termination by the Company, the
Earnest Money will be delivered to the Company by the escrow agent.
The
foregoing description of the Purchase and Sale Agreement is not complete and is qualified in its entirety by reference to the full text
of the Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included
in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by,
and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the “Risk Factors” section of the Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 10.1* |
|
Purchase and Sale Agreement, dated April 1, 2026, by and between the
Company and PSIF EBS Rainbow LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
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. |
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.
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Richtech Robotics Inc. |
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By: |
/s/ Zhenwu (Wayne) Huang |
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Name: |
Zhenwu (Wayne) Huang |
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Title: |
Chief Executive Officer and Director |
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| Dated: April 7, 2026 |
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