Richtech Robotics files Form 12b-25 for late 10-Q

Richtech Robotics Inc. notified the SEC that it could not timely file its Form 10-Q for the period ended March 31, 2026 because its accounting staff needs additional time to finalize the period's financial statements.

Rhea-AI Filing Summary

Richtech Robotics Inc. notified the SEC that it could not timely file its Form 10-Q for the period ended March 31, 2026 because its accounting staff needs additional time to finalize the period's financial statements. The company invokes Rule 12b-25 and anticipates filing the Form 10-Q within the five-calendar-day grace period.

The notification, signed by CFO Zhenqiang Huang on May 15, 2026, discloses preliminary expected net revenues: $2.6 million for the six months ended March 31, 2026 (prior year $2.4 million) and $1.4 million for the three months ended March 31, 2026 (prior year $1.2 million). These amounts are under review by the registrant's independent registered public accounting firm and may differ when reported in the Form 10-Q.

Insights

Accounting Director

Issuer cites additional time for close; expects to file Form 10-Q within Rule 12b-25 five-day grace period.

The notification states the company could not complete the Form 10-Q for the period ended March 31, 2026 because accounting staff require more time to finalize financial statements. The registrant invokes Rule 12b-25 and anticipates filing on or before the five-calendar-day extension.

Management provides preliminary revenue figures ($2.6 million six months; $1.4 million quarter) but notes these figures are under review by the independent registered public accounting firm. Timing and final amounts depend on completion of close and auditor review; subsequent filings will supply the definitive financials.

Key Figures

Form period end: March 31, 2026 Notification date: May 15, 2026 Six-month net revenue (preliminary): $2.6 million +2 more

5 metrics

Form period end March 31, 2026 Period ended reported on the Form 12b-25

Notification date May 15, 2026 Date the Form 12b-25 was signed by the CFO

Six-month net revenue (preliminary) $2.6 million Six months ended March 31, 2026 (vs. $2.4 million prior year)

Three-month net revenue (preliminary) $1.4 million Three months ended March 31, 2026 (vs. $1.2 million prior year)

Filing relief invoked Rule 12b-25 five-day grace period Extension mechanism cited to permit late filing of Form 10-Q

Key Terms

Rule 12b-25, Form 10-Q, independent registered public accounting firm

3 terms

Rule 12b-25 regulatory

"unable to file its Form 10-Q ... anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"The Registrant is unable to file its Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

independent registered public accounting firm financial

"The amounts reported above are still under review by the Registrant’s independent registered public accounting firm"

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.

FAQ

Why did Richtech Robotics (RR) file a Form 12b-25?

The company could not complete its Form 10-Q close on time and invoked Rule 12b-25 to request a short extension. Management says accounting staff need additional time to finalize financial statements for the period ended March 31, 2026.

When does Richtech Robotics (RR) expect to file the delayed Form 10-Q?

Richtech Robotics expects to file the Form 10-Q within the five-calendar-day grace period under Rule 12b-25. The notification, signed May 15, 2026, states the company anticipates filing on or before that five-day extension.

What preliminary revenue figures did Richtech Robotics (RR) disclose?

The company provided preliminary net revenue estimates under review: $2.6 million for the six months ended March 31, 2026 and $1.4 million for the three months ended March 31, 2026. These figures remain subject to auditor review.

Who signed the Form 12b-25 for Richtech Robotics (RR)?

The Form 12b-25 was signed by CFO Zhenqiang Huang on May 15, 2026. The filing includes a contact telephone number for follow-up regarding the notification.

Are the preliminary revenue amounts final for Richtech Robotics (RR)?

No. The filing explicitly states the amounts are under review by the registrant's independent registered public accounting firm. Final figures will appear in the Form 10-Q once filed and audited adjustments are complete.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:09 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐  Form N-CSR

For Period Ended:  March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-K

For the Transition Period Ended: ________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:	Richtech Robotics Inc.
Former Name if Applicable:	N/A
Address of Principal Executive Office (Street and Number):	2975 Lincoln Rd
City, State and Zip Code:	Las Vegas, NV 89115

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-Q for the period ended March 31, 2026 within the prescribed time period without unreasonable effort or expense because the Registrant’s accounting staff needs additional time to finalize the financial statements for the period ended March 31, 2026. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV --OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Zhenqiang (Michael) Huang		866		236-3835
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes  ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 ☒ Yes  ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the six months ended March 31, 2026, the Company expects to report net revenue of approximately $2.6 million, compared to $2.4 million for the same period in the prior year. For the three months ended March 31, 2026, net revenue is expected to be approximately $1.4 million, compared to $1.2 million for the same period in the prior year. The amounts reported above are still under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-Q to be filed by the Registrant. 

Richtech Robotics Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ Zhenqiang Huang
		Zhenqiang Huang
		Chief Financial Officer