RICHTECH ROBOTICS INC. 8-K

What Happened

• Richtech Robotics Inc. terminated its independent auditor, Bush & Associates CPA LLC, effective March 17, 2026, with the Audit Committee and Board approving the dismissal. The company engaged CBIZ CPAs P.C. on March 13, 2026 to audit the fiscal year ending September 30, 2026 and review quarterly filings for March 31 and June 30, 2026.
• During Bush & Associates’ audit of the fiscal year ended September 30, 2025, the auditor identified a material weakness in the company’s internal control over financial reporting related to controls over complex accounting judgments and transaction processing. Richtech disclosed that internal control over financial reporting was not effective as of September 30, 2025 (reported in its Form 10-K) and implemented remedial measures during the quarter ended December 31, 2025. Management stated the remediation will take time and offered no assurance of full remediation.
• Bush & Associates’ audit reports for the years ended September 30, 2025 and 2024 did not include adverse opinions or disclaimers, and there were no disagreements or reportable events between the company and Bush & Associates other than the disclosed material weakness. The company has authorized Bush & Associates to cooperate with CBIZ and has requested Bush’s letter to the SEC under Regulation S-K Item 304(a)(3); it will file that letter when available.

Key Details

• Auditor change: Bush & Associates dismissed March 17, 2026; CBIZ engaged March 13, 2026 to audit FY ending Sept 30, 2026 and review Q1/Q2 2026.
• Material weakness: identified in the FY 2025 audit related to complex accounting judgments and transaction processing; internal control over financial reporting = not effective as of Sept 30, 2025.
• Remediation: management implemented enhancements, increased oversight and improved review procedures during the quarter ended Dec 31, 2025; full remediation timeline uncertain.
• No adversarial audit opinions or unresolved disagreements for FYs 2024–2025, aside from the disclosed material weakness.

Why It Matters

• A change in auditors is a material governance event that investors watch because it can affect continuity and scrutiny of the company’s financial reporting.
• The disclosed material weakness means Richtech’s financial controls were not effective as of Sept 30, 2025; while remediation steps are underway, management cannot guarantee they will fully resolve the issue. That affects confidence in the company’s past and near-term financial reporting until controls are proven effective.
• Investors should watch for the successor auditor’s reports, the requested auditor letter from Bush & Associates (to be filed as an 8-K/A), updates on remediation progress in future quarterly/annual filings, and the FY2026 audit opinion.