RICHTECH ROBOTICS INC. 8-K

What Happened
Richtech Robotics Inc. announced that on January 27, 2026 it signed a securities purchase agreement and, on January 29, 2026, closed a private placement selling 8,500,000 shares of its Class B common stock at $4.55 per share for gross proceeds of $38,675,000. The company received approximately $36.2 million in net proceeds after placement agent fees and estimated offering expenses. Rodman & Renshaw LLC acted as exclusive placement agent.

Key Details

• Shares sold: 8,500,000 Class B common shares at $4.55 each; gross proceeds $38,675,000; net proceeds ≈ $36.2 million.
• Closing and timing: Purchase Agreement dated January 27, 2026; private placement closed January 29, 2026.
• Placement agent fees: paid Rodman & Renshaw a cash fee equal to 6.0% of gross proceeds and up to $100,000 of reimbursed expenses.
• Registration and restrictions: company agreed to file a resale Registration Statement by February 16, 2026 and to have it declared effective within 45 days (or 75 days if SEC full review). The Purchase Agreement imposes temporary restrictions on issuing or announcing new equity and a 15‑month ban on certain “variable rate” equity financings; liquidated damages apply if the company fails to meet filing/effectiveness deadlines.
• Securities treatment: the Shares were issued in a private placement relying on Section 4(a)(2) and/or Rule 506 (unregistered at issuance).

Why It Matters
This transaction raises immediate cash (≈$36.2M net) to fund working capital, product development and inventory for robotic hardware, which can support the company’s operations and near-term plans. The registration rights will allow the investor to resell the shares once the registration statement is effective, and the deal includes lock-up and financing restrictions that may limit Richtech’s ability to raise additional equity or use certain types of financings for a defined period. Investors should note the timing commitments and potential liquidated damages tied to the registration filing.