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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):
October 29, 2025
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) |
|
(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 (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
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 |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2025, the
board of directors (the “Board”) of Richtech Robotics, Inc. (the “Company”) approved the following
compensation arrangement for its independent directors: (A) for the fiscal year ended September 30, 2025, (i) each independent director
of the Board will receive a cash payment of $60,000, (ii) the chair of the audit committee of the Board will receive an additional cash
payment of $10,000 , and (iii) each member of the compensation committee of the Board will receive an additional cash payment of $5,000;
and (B) for the fiscal year ending September 30, 2026, (i) each independent director of the Board will receive a cash payment of $60,000
and a grant, pursuant to the Company’s Amended and Restated 2023 Stock Option Plan (the “ESOP”), of an aggregate
of 24,000 restricted stock awards (“RSAs”), which will vest quarterly in equal installments beginning November 17,
2025, (ii) the chair of the audit committee of the Board will receive an additional cash payment of $10,000 , and (iii) each member of
the compensation committee of the Board will receive an additional cash payment of $5,000 .
SIGNATURES
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. |
| Dated: November 4, 2025 |
|
|
| |
By: |
/s/ Zhenwu (Wayne) Huang |
| |
|
Zhenwu (Wayne) Huang |
| |
|
Chief Executive Officer |
