Richtech Robotics expands Class B share authorization and equity plan

Rhea-AI Filing Summary

Richtech Robotics Inc. reported corporate governance changes involving its capital structure and equity compensation. The company amended its Articles of Incorporation to raise the authorized Class B common stock from 200,000,000 to 1,000,000,000 shares, allowing it to issue significantly more stock in the future. This amendment, along with a Second Amended and Restated 2023 Stock Option Plan, was approved by the board and shareholders holding approximately 68.50% of the voting power. The revised stock option plan includes an automatic annual increase feature, tied to outstanding Class B shares each year through November 1, 2034, which allows additional shares to be reserved for equity awards.

Positive

• None.

Negative

• Authorized Class B shares increased fivefold, from 200,000,000 to 1,000,000,000, creating capacity for substantial additional stock issuance.
• Evergreen stock option plan up to 18% annually through 2034 allows recurring increases in the equity award pool tied to outstanding shares, which could materially expand the number of shares issued over time.

Insights

Equity & Capital Structure Analyst

Richtech expands authorized shares and adopts an evergreen equity plan, increasing potential future share issuance.

Richtech Robotics Inc. increased its authorized Class B common stock from 200,000,000 to 1,000,000,000 shares, creating a much larger pool of shares that may be issued over time. This change was approved by the board and shareholders representing approximately 68.50% of the voting power, indicating strong internal support for a more flexible capital structure.

The company also adopted a Second Amended and Restated 2023 Stock Option Plan with an automatic annual increase mechanism. Each year, starting on the later of November 1, 2025 or the plan’s effective date and continuing through November 1, 2034, the share reserve will rise by up to 18% of total outstanding Class B common stock as of the prior September 30, or a smaller amount if the board decides. This design permits substantial expansion of equity awards as the company grows.

For investors, these steps signal a governance framework that permits significant future equity issuance for financing, incentives, or other purposes. The actual impact on ownership percentages will depend on how many of the newly authorized and reserved shares are ultimately granted or issued over the period through November 1, 2034.

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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): November 14, 2025 (November 10, 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 8.01 Other Events

On November 10, 2025, Richtech Robotics Inc. (the “Company”) filed an Articles of Amendment to the Articles of Incorporation, as amended, of the Company (the “Amendment”) with the Nevada Secretary of State to effect an increase the number of shares of Class B Common Stock the Company is authorized to issue from 200,000,000 to 1,000,000,000, effective upon filing. The Amendment was approved by the Company’s board of directors (the “Board”) and shareholders holding approximately 68.50% of the voting power of the Company.

On November 10, 2025, the Company adopted the Second Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan (the “Amended Plan”) such that the number of shares of Class B Common Stock reserved for grant and issuance under the existing Richtech Robotics Inc. 2023 Stock Option Plan (the “Plan”) will increase automatically on the later of November 1, 2025 or the effective date of the Amended Plan, and will continue through each subsequent November 1 until and including November 1, 2034, by a number of shares of Class B Common Stock equal to the lesser of (i) 18% of the sum of the total outstanding Class B Common Stock as of the immediately preceding September 30th or (ii) such smaller number of shares of Class B Common Stock determined by the Board. The Amended Plan was approved by the Board and shareholders holding approximately 68.50% of the voting power of the Company.

The descriptions of the Amendment and the Amended Plan herein are qualified in their entirety by reference to the full texts of the Amendment and the Amended Plan, copies of which are attached to this Current Report on Form 8-K respectively as Exhibit 3.1 10.1 and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
3.1		Articles of Amendment to Articles of Incorporation of Richtech Robotics Inc.
10.1		Second Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 14, 2025
	By:	/s/ Zhenwu (Wayne) Huang
		Zhenwu (Wayne) Huang
		Chief Executive Officer

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FAQ

What did Richtech Robotics Inc. (RR) announce in this 8-K?

Richtech Robotics Inc. reported that it amended its Articles of Incorporation to increase authorized Class B common stock and adopted a Second Amended and Restated 2023 Stock Option Plan with an automatic annual share increase feature.

How many Class B shares is Richtech Robotics now authorized to issue?

Richtech Robotics increased the number of authorized Class B common shares from 200,000,000 to 1,000,000,000, effective upon filing the amendment with the Nevada Secretary of State.

How does the new Richtech Robotics 2023 Stock Option Plan evergreen feature work?

Starting on the later of November 1, 2025 or the plan’s effective date, and on each November 1 through November 1, 2034, the share reserve under the plan will automatically increase by the lesser of 18% of total outstanding Class B common stock as of the preceding September 30 or a smaller amount set by the board.

Who approved the amendment and the amended stock option plan at Richtech Robotics?

Both the Articles of Amendment and the Second Amended and Restated 2023 Stock Option Plan were approved by the board of directors and by shareholders holding approximately 68.50% of the company’s voting power.

Does this Richtech Robotics filing include the full text of the amendment and the stock option plan?

Yes, the full texts are provided as exhibits: the Articles of Amendment are filed as Exhibit 3.1, and the Second Amended and Restated 2023 Stock Option Plan is filed as Exhibit 10.1.