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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): June
24, 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 Road
Las Vegas, Nevada 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 |
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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 June 24, 2025, a majority
owned subsidiary, Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. (“Boyu”) of Richtech Robotics Inc., a
Nevada corporation (the “Company”) entered into a Product Sales and Technical Services Agreement (the “Sales
Agreement”) with Beijing Kaiwu Tongchuang Technology Development Co., Ltd. (“Purchaser”), pursuant to which
Purchaser agreed to purchase approximately $4.2 million of robotic products (to be supplied by the Company), services, software and licensing,
including a one-time payment within 15 days of deliver of the products of approximately $1.3 million and annual fees for services and
software licenses in the aggregate amount of approximately $2.9 million over the next 10 years. The Sales Agreement also contains customary
terms, including, without limitation, delivery and acceptance, liability and dispute resolutions.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,
a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this
Item 1.01.
Item 8.01 Other Events.
On
June 30, 2025, the Company issued a press release announcing the Sales agreement. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 10.1# |
|
Product Sales and Technical Services Agreement, dated as of June 24, 2025, by and between Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. and Beijing Kaiwu Tongchuang Technology Development Co., Ltd. |
| 99.1 |
|
Press Release, dated June 30, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # |
Certain portions of this exhibit have been omitted because the omitted information
is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. |
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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|
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| Dated: June 30, 2025 |
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