Richtech Robotics (RR) flags accounting errors, multi-year restatement and new control weaknesses

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Richtech Robotics Inc. disclosed that investors should no longer rely on its previously issued financial statements for the fiscal years ended September 30, 2025 and 2024, or the related interim quarters, due to accounting errors that require a restatement. The issues involve how the company recorded liabilities for warrants issued in those years, its accounting for a Standby Equity Purchase Agreement with YA II PN, Ltd., and certain restricted stock awards granted in December 2025.

The company plans to file a comprehensive amended Form 10-K for 2025 and an amended Form 10-Q for the quarter ended December 31, 2025 to provide restated financial statements. Based on its preliminary analysis, management currently expects the corrections to be primarily non-cash and not to change its cash position, operating cash flows, or business operations. Richtech is also evaluating other potential accounting errors that could prove material.

The company had previously reported a material weakness in internal control over financial reporting as of September 30, 2025, and now expects to report an additional material weakness relating to financial instruments. It further clarified that the earlier material weakness disclosed at September 30, 2025 was not remediated, contrary to a statement in its Form 10-Q for the quarter ended December 31, 2025.

Positive

None.

Negative

Non-reliance and restatement of multiple periods: The company’s audited financial statements for fiscal years 2025 and 2024 and several interim quarters, along with related earnings communications and the prior audit report, should not be relied upon and will be restated due to identified accounting errors.
Ongoing identification of potential additional errors: Management is still evaluating other accounting areas and acknowledges that any additional corrections could be material, leaving the total impact of the restatement and control issues uncertain until the amended filings are completed.
Material weaknesses in internal controls: Richtech had a previously disclosed material weakness in internal control over financial reporting that it now concedes was not remediated, and it expects to report an additional material weakness related to financial instruments, highlighting significant control deficiencies.

Insights

Multi-period restatement and unresolved control weaknesses raise accounting risk.

Richtech Robotics is restating two full fiscal years and multiple interim periods after discovering errors in warrant, equity purchase agreement, and restricted stock accounting. Non-reliance on prior financials and the prior audit report signals that historical results are being reworked in a fundamental way.

The company states it expects the adjustments to be primarily non-cash, with no effect on cash position or operations, which limits immediate liquidity concerns. However, it is still evaluating additional areas, and those adjustments could be material, so the final scope of changes is not yet defined in this disclosure.

Richtech previously reported a material weakness in internal control over financial reporting and now anticipates an additional weakness related to financial instruments, while also correcting a prior claim that the original weakness was remediated. Investors may focus on the forthcoming comprehensive amended Form 10-K and 10-Q/A for clearer visibility into corrected numbers and the company’s remediation plans.

8-K Event Classification

2 items: 4.02, 9.01

2 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Fiscal years affected: Fiscal years 2024 and 2025 Interim periods affected: Quarters ended Dec 31 2024, Mar 31 2025, Jun 30 2025, Dec 31 2025 Control deficiencies: Existing and additional material weaknesses

3 metrics

Fiscal years affected Fiscal years 2024 and 2025 Previously issued audited financial statements to be restated

Interim periods affected Quarters ended Dec 31 2024, Mar 31 2025, Jun 30 2025, Dec 31 2025 Unaudited interim financial statements to be restated

Control deficiencies Existing and additional material weaknesses Internal control over financial reporting and financial instruments

Key Terms

Non-Reliance on Previously Issued Financial Statements, Standby Equity Purchase Agreement, restricted stock awards, material weakness in internal control over financial reporting, +1 more

5 terms

Non-Reliance on Previously Issued Financial Statements regulatory

"Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report"

Standby Equity Purchase Agreement financial

"errors relating to its accounting for the Standby Equity Purchase Agreement, dated as of February 15, 2024"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

restricted stock awards financial

"errors related to the accounting for certain restricted stock awards issued in December 2025"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

material weakness in internal control over financial reporting regulatory

"The Company previously reported a material weakness in internal control over financial reporting as of September 30, 2025."

independent registered public accounting firm regulatory

"the Report of its prior Independent Registered Public Accounting Firm on the financial statements for fiscal years 2024 and 2025"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/11/2026 - 09:35 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): June 9, 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On June 9, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Richtech Robotics Inc., a Nevada corporation (the “Company”), in consultation with the Company’s management, concluded that the Company’s previously issued (i) audited financial statements for the fiscal years ended September 30, 2025 and September 30, 2024 contained in the Company’s Annual Report on Form 10-K, (ii) unaudited interim financial statements for the periods ended December 31, 2024, March 31, 2025, June 30, 2025 and December 31, 2025 included in the Company’s Quarterly Reports on Form 10-Q (collectively, the “Prior Periods”), should not be relied upon and require restatement (“Restatement”) because of errors in those financial statements. These errors relate to the Company’s failure to properly account for the liability associated with its warrants issued during the fiscal years ended September 2025 and 2024, certain errors relating to its accounting for the Standby Equity Purchase Agreement, dated as of February 15, 2024, with YA II PN, Ltd. (the “SEPA”), and errors related to the accounting for certain restricted stock awards issued in December 2025, included in the financial statements for the Prior Periods. Additionally, the Company’s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to its financial statements for the Prior Periods and the Report of its prior Independent Registered Public Accounting Firm on the financial statements for fiscal years 2024 and 2025 should not be relied upon.

The need for the Restatement was discovered during the course of the review of the Company’s financial statements for the quarter ended March 31, 2026 undertaken by the Company’s new independent registered public accounting firm, CBIZ CPAs P.C. (“CBIZ CPAs”).

The Company intends to restate the audited financial statements for the fiscal years ended September 30, 2025 and 2024 that will be included in an amended Annual Report on Form 10-K/A for the fiscal year ended September 30, 2025 (the “Comprehensive Amended Form 10-K”). The Comprehensive Amended Form 10-K will also include restated unaudited financial information for the quarters and year-to-date period, as applicable, for the quarters ended December 31, 2024, March 31, 2025 and June 30, 2025. Accordingly, the Company does not intend to file separate amended quarterly reports for these periods. The Company will also file an amended Quarterly Report Form 10-Q/A to restate the financial statements for the quarter ended December 31, 2025 (together with the Comprehensive Amended Form 10-K, the “Restated Financial Statements”).

The Company expects that the Restated Financial Statements will reflect (1) the correct accounting for the warrants issued during fiscal years ended September 30, 2025 and 2024, for the SEPA and for the restricted stock awards issued in December 2025 and (2) other immaterial adjustments. Currently, the Company is evaluating potential errors relating to other areas. If the Company concludes that the accounting in these areas is not correct, the adjustments could be material. The identification of errors is preliminary, unaudited, and may be subject to change as we complete our procedures and prepare the Restated Financial Statements. Based on its current preliminary analysis, the Company expects that the Restatement will primarily involve non-cash accounting adjustments and does not currently expect the Restatement to affect its cash position, operating cash flows or business operations.

The Company previously reported a material weakness in internal control over financial reporting as of September 30, 2025. The Company is conducting an ongoing evaluation of its internal control over financial reporting as a result of the errors described above, and its conclusions will be addressed in the Comprehensive Amended Form 10-K. At this time it expects to report an additional material weakness relating to financial instruments. Additionally, we indicated in the Form 10-Q for the quarter ended December 31, 2025 that the material weakness that was reported at September 30, 2025 was remediated. This material weakness has not been remediated.

The Company’s management and Audit Committee have discussed the foregoing matters disclosed in this Item 4.02 with CBIZ CPAs, the Company’s current independent registered public accounting firm.

CBIZ CPAs has not audited or reviewed the Company’s annual financial statements for the fiscal year ended September 30, 2025 or any prior fiscal years or any interim periods, respectively. As previously disclosed in the Company’s Current Report on Form 8-K filed on March 19, 2026, CBIZ CPAs has been appointed to audit the Company’s financial statements for the fiscal year ending September 30, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document
104		Cover Page Interactive Data File, formatted in 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: June 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Richtech Robotics Inc. (RR) announce about its past financial statements?

Richtech Robotics said its previously issued financial statements for fiscal years ended September 30, 2025 and 2024 and several interim quarters should not be relied upon. It plans to restate these periods through a comprehensive amended Form 10-K and an amended Form 10-Q.

Which accounting areas caused Richtech Robotics (RR) to restate its results?

The company identified errors in accounting for liabilities related to warrants issued in fiscal 2024 and 2025, its Standby Equity Purchase Agreement with YA II PN, Ltd., and certain restricted stock awards granted in December 2025, all affecting prior-period financial statements.

Will Richtech Robotics’ restatement affect its cash or operations?

Based on its preliminary analysis, Richtech Robotics currently expects the restatement to primarily involve non-cash accounting adjustments. It does not currently expect changes to its cash position, operating cash flows, or ongoing business operations from these corrections.

How many periods will Richtech Robotics (RR) restate and how will it do so?

Richtech plans a comprehensive amended Form 10-K for fiscal 2025, including restated audited statements for 2024 and 2025 and restated quarterly information for 2024–2025, plus an amended Form 10-Q/A for the quarter ended December 31, 2025, rather than separate amended quarterly reports.

What internal control weaknesses did Richtech Robotics Inc. disclose?

The company had previously reported a material weakness in internal control over financial reporting as of September 30, 2025. It now expects to report an additional material weakness related to financial instruments and clarified that the earlier weakness was not remediated as previously indicated.

Did Richtech Robotics’ new auditor review the prior-year financials?

The company stated that its new independent registered public accounting firm, CBIZ CPAs P.C., has not audited or reviewed its annual financial statements for the year ended September 30, 2025 or prior years, nor any earlier interim periods, and was appointed for the 2026 audit.

Filing Exhibits & Attachments

3 documents