Richtech Robotics gets Nasdaq late-filing notice

Richtech Robotics Inc. reported that Nasdaq notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10‑Q for the quarter ended March 31, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Richtech Robotics Inc. reported that Nasdaq notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10‑Q for the quarter ended March 31, 2026. The company is working to finalize the report and regain compliance.

Richtech has until July 21, 2026 to submit a plan to Nasdaq. If the plan is accepted, Nasdaq may allow up to November 16, 2026 for the company to become current. The notice does not immediately affect trading, but failure to regain compliance could lead to delisting from the Nasdaq Capital Market.

Positive

None.

Negative

Nasdaq non-compliance and delisting risk: Richtech Robotics failed to timely file its March 31, 2026 Form 10‑Q, triggering a Nasdaq Listing Rule 5250(c)(1) deficiency notice. If the company does not regain compliance by applicable deadlines, its securities could be delisted from the Nasdaq Capital Market.

Insights

Nasdaq late-filing notice raises real delisting risk if not cured.

Nasdaq informed Richtech Robotics that it is non-compliant with Listing Rule 5250(c)(1) because the Form 10‑Q for the quarter ended March 31, 2026 was not filed on time. This rule focuses on timely disclosure of periodic financial information.

The company has until July 21, 2026 to submit a compliance plan and, if accepted, could receive up to November 16, 2026 to file and regain good standing. The filing notes there is no assurance Nasdaq will accept the plan or grant the full extension.

While the notice has no immediate effect on the listing, the company acknowledges that failure to regain compliance would subject its securities to delisting from the Nasdaq Capital Market. Subsequent company disclosures will show whether the Form 10‑Q is filed and whether Nasdaq grants any extension.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Notice date: May 22, 2026 Plan submission deadline: July 21, 2026 Maximum compliance extension: November 16, 2026 +2 more

5 metrics

Notice date May 22, 2026 Nasdaq non-compliance notice for late Form 10‑Q

Plan submission deadline July 21, 2026 60 calendar days from notice to submit compliance plan

Maximum compliance extension November 16, 2026 Up to 180 days from Form 10‑Q due date if plan accepted

Listing rule cited Nasdaq Listing Rule 5250(c)(1) Requires timely filing of periodic reports with SEC

Quarter referenced Quarter ended March 31, 2026 Period covered by the delayed Form 10‑Q

Key Terms

Nasdaq Listing Rule 5250(c)(1), Nasdaq Capital Market, Quarterly Report on Form 10-Q, emerging growth company, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

Nasdaq Capital Market regulatory

"the Company’s securities will be subject to delisting from the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Quarterly Report on Form 10-Q financial

"it has not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

continued listing rule or standard regulatory

"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard"

FAQ

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

Why did Richtech Robotics (RR) receive a Nasdaq deficiency notice?

Richtech Robotics received a Nasdaq deficiency notice because it did not timely file its Form 10‑Q for the quarter ended March 31, 2026. Nasdaq Listing Rule 5250(c)(1) requires listed companies to file all periodic financial reports on time with the SEC.

What deadline does Richtech Robotics (RR) have to regain Nasdaq compliance?

Richtech Robotics has 60 calendar days from the May 22, 2026 notice, until July 21, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may allow up to November 16, 2026 for the company to become current.

Does the Nasdaq notice immediately affect Richtech Robotics (RR) stock trading?

The Nasdaq notice has no immediate effect on the listing or trading of Richtech Robotics’ securities. However, if the company does not timely regain compliance with Nasdaq Listing Rule 5250(c)(1), its securities will be subject to potential delisting from the Nasdaq Capital Market.

What could happen if Richtech Robotics (RR) cannot file its Form 10‑Q in time?

If Richtech Robotics cannot file its Form 10‑Q within the periods allowed by Nasdaq, the company may not regain compliance with Listing Rule 5250(c)(1). In that case, its securities could be delisted from the Nasdaq Capital Market after Nasdaq’s review and any appeal process.

What steps is Richtech Robotics (RR) taking after the Nasdaq late-filing notice?

Richtech Robotics states it is working diligently to finalize its financial statements and file the Form 10‑Q for the quarter ended March 31, 2026. The company also plans to submit a compliance plan to Nasdaq within the 60-day window provided.

Can Richtech Robotics (RR) appeal if Nasdaq rejects its compliance plan?

If Nasdaq does not accept Richtech Robotics’ plan to regain compliance, the company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The appeal process offers another chance to present its plan before any delisting becomes effective.

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

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Accepted by SEC EDGAR 05/28/2026 - 04:49 PM

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): May 22, 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:

	☐	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))

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 22, 2026, Richtech Robotics Inc., a Nevada corporation (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), because it has not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Company is working diligently to finalize the financial statements and to file the Form 10-Q as soon as practicable.

Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until July 21, 2026, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 16, 2026, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the Nasdaq Capital Market.

Item 8.01. Other Events.

On May 28, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Press Release, dated May 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 PRESS RELEASE, DATED MAY 28, 2026 8.6 KB

Richtech Robotics gets Nasdaq late-filing notice