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): ~~August~~ 28September 16, 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, 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 8 5.~~01.~~08 ~~Other~~Shareholder ~~Event~~Director Nominations.

On September ~~April 10~~16, 2025, ~~Richtech~~ ~~Robotics Inc. (~~the ~~“Company”)~~Board ~~entered~~of ~~into~~Directors ~~a Master Services Agreement (the “MSA”), with a top 5 automotive dealership by revenue and number~~ of ~~dealerships~~Richtech inRobotics ~~the~~Inc. ~~United States~~ (the “~~Client~~Company”), ~~pursuant~~determined tothat ~~which~~ the ~~Company~~ ~~shall work on project(~~Company’s) 2025 ~~for~~Annual ~~the~~Meeting ~~Client under additional statement(s)~~ of ~~work~~Stockholders (the “~~SOW~~Annual Meeting”) towill be ~~completed~~held byon ~~the Company~~Monday, ~~and~~September ~~the~~29, ~~Client or work order(s) to be issued by the Client~~2025. The ~~full~~time ~~launch~~and meeting ofwebsite ~~the~~information ~~MSA~~for ~~shall be subject to~~ the ~~successful completion~~Annual ofMeeting ~~the~~will ~~pilot~~be ~~program~~set ~~and~~forth ~~approval~~in of the ~~Client~~Company’s ~~management~~proxy ~~team.~~statement ~~The~~for ~~MSA~~the ~~will~~Annual ~~continue~~Meeting, ~~in force as long as one or~~which ~~more SOW remain in effect and~~ will ~~renew~~be ~~for~~filed anwith ~~additional~~the 12Securities ~~month~~and ~~periods~~Exchange ~~unless~~Commission ~~either party notices~~ (the ~~other~~“SEC”) ~~party in writing of its intent not to review 30 days~~ prior to the ~~expiration~~Annual ~~of the term~~Meeting. ~~The MSA also contains other customary provisions, including intellectual property and confidentiality.~~

OnA director ~~August~~nomination ~~27,~~(including ~~2025,~~nominations ~~the~~pursuant ~~Client~~to ~~notified~~Rule 14a-19 under the ~~Company~~Securities Exchange Act of 1934, as amended (the ~~completion~~“Exchange Act”)) outside of Rule 14a-8 under the ~~pilot~~Exchange ~~program~~Act and ~~its~~pursuant ~~intention~~ to ~~further~~the ~~enter~~Company’s ~~into~~Second ~~SOWs~~Amended ~~for~~and ~~their~~Restated ~~dealership~~Bylaws (the ~~locations~~“Bylaws”) must be received by the Company by September 26, 2025.

~~Item~~Any stockholder ~~9.01.~~proposal ~~Financial~~or ~~Statements~~director nominations must comply with all applicable requirements set forth in the rules and ~~Exhibits~~regulations of the SEC, the Exchange Act, and the Bylaws.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

(d) Exhibits

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

~~SIGNATURE~~1

~~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.~~SIGNATURE

	Richtech Robotics Inc.
	By:	/s/ Zhenwu (Wayne) Huang
		Name:	Zhenwu (Wayne) Huang
		Title:	Chief Executive Officer and Director
Dated: August 29, 2025

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: September 16, 2025

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