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): ~~January~~March 2713, 2026

Richtech Robotics Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-41866

88-2870106

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2975 Lincoln Rd

Las Vegas, NV 89115

(Address of Principal Executive Offices and Zip Code)

(866) 236-3835

Registrant’s Telephone Number, Including Area Code

(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 communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1 4.01 ~~Entry~~Changes ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~January~~March 2717, 2026 (the “Dismissal Date”), Richtech Robotics Inc. (the “Company”) ~~entered~~terminated ~~into~~Bush a& ~~securities~~Associates ~~purchase~~CPA ~~agreement~~LLC (~~the~~ “~~Purchase~~Bush ~~Agreement~~& Associates”) ~~with~~as ~~an institutional~~its ~~investor.~~independent ~~Pursuant~~registered topublic ~~the~~accounting ~~Purchase~~firm ~~Agreement,~~for the Company. ~~agreed~~The totermination ~~issue~~was ~~and~~approved ~~sell~~by to the ~~investor, and the investor agreed~~Audit toCommittee ~~purchase from the Company, in a private placement~~ (the “~~Private Placement~~Committee”), ~~8,500,000 shares (the “Shares”)~~ of the ~~Company’s~~Board ~~Class~~of BDirectors ~~common stock, par value $0.0001 per share~~ (the “~~Common Stock~~Board”), atand athe ~~purchase~~Board ~~price~~ of $4the Company.55 ~~per~~The ~~Share,~~change ~~for~~in ~~aggregate~~independent ~~gross~~registered ~~proceeds~~public ofaccounting ~~$38,675,000,~~firm ~~prior~~is tonot ~~deducting placement agent’s fees and other offering expenses payable by~~ the ~~Company.~~result ~~The~~of ~~Private~~any ~~Placement~~disagreement ~~closed~~with onBush ~~January~~& ~~29, 2026~~Associates.

~~Pursuant~~Bush to& ~~the Purchase Agreement, for a period commencing upon the signing~~Associates’ ofaudit ~~the~~reports ~~Purchase~~on ~~Agreement, until 45 days after~~ the ~~effective~~financial ~~date~~statements ~~of the Registration Statement (~~as ~~defined below), neither the Company nor any~~ of ~~its~~September ~~subsidiaries shall (i) issue~~30, ~~enter~~2025 ~~into~~and ~~any~~September ~~agreement to issue or announce the issuance or proposed issuance of any Common Stock or common stock equivalents~~30, ~~or (ii) file any registration statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement. Further~~2024, ~~for a period of 15 months following the effective date of the Registration Statement (as defined below)~~respectively, ~~the~~did ~~Company~~not isprovide ~~also~~an ~~prohibited~~adverse ~~from effecting~~ opinion or ~~entering~~disclaimer ~~into~~of anopinion ~~agreement~~ to ~~effect any issuance by~~ the Company’s orfinancial ~~any~~statements, ofnor ~~its~~did ~~subsidiaries~~it ofmodify ~~Common~~its ~~Stock~~opinion ~~or Common Stock Equivalents (~~as ~~defined~~to ~~in the Purchase Agreement) (or a combination of units thereof) involving a Variable Rate Transaction~~uncertainty, asaudit ~~defined~~scope ~~in the Purchase Agreement. The Purchase Agreement~~or ~~also~~accounting ~~contains customary representations and warranties and agreements and obligations, conditions to closing and termination provisions~~principles.

InFor ~~connection~~the ~~with~~fiscal ~~the~~years ~~Purchase~~ended September ~~Agreement~~30, on2025 ~~January~~and 27September 30, ~~2026~~2024, ~~the~~and ~~Company also~~in ~~entered into a registration rights agreement (~~the ~~“Registration~~subsequent ~~Rights~~interim ~~Agreement”)~~period ~~with~~through the ~~investor.~~Dismissal ~~Pursuant to the Registration Rights Agreement~~Date, ~~the~~there ~~Company~~were ~~will~~no ~~be required to file a resale registration statement (the~~ “~~Registration Statement~~disagreements”) ~~with~~within the ~~Securities~~meaning ~~and~~of ~~Exchange~~Item ~~Commission~~ 304(~~the “SEC”~~a)(1)(iv) toof ~~register~~Regulation ~~the~~S-K ~~Shares~~and ~~for~~the ~~resale.~~related ~~The~~instructions ~~Company~~between ~~agreed to file~~ the ~~Registration~~ ~~Statement~~Company ~~by February 16, 2026,~~ and toBush ~~have~~& ~~such~~Associates on ~~Registration~~any ~~Statement~~matters ~~declared~~of ~~effective~~accounting ~~within~~principles 45or ~~days~~practices, ~~after~~financial ~~January~~statement ~~27, 2026,~~disclosures or 75auditing ~~days~~scope ~~after~~or ~~January~~procedures 27which, ~~2026,~~if innot ~~the event of a “full review” by the SEC. The Company will be obligated to pay~~resolved ~~liquidated damages~~ to ~~the~~Bush ~~investors~~& ifAssociates’ ~~the~~satisfaction, ~~Company~~would ~~fails~~have tocaused ~~file~~Bush ~~the~~& ~~Registration~~Associates ~~Statement~~to ~~when~~make ~~required~~reference orthereto ~~fails~~in toits ~~cause~~reports ~~the~~on ~~Registration~~the ~~Statement~~financial tostatements beof ~~declared effective by~~ the ~~SEC~~Company ~~when~~for ~~required~~such period.

~~The~~During ~~Shares~~the ~~were~~fiscal ~~not~~years ~~registered~~ended ~~under~~September ~~the~~30, ~~Securities~~2025 ~~Act~~and ofSeptember ~~1933~~30, as2024, ~~amended~~and (the ~~“Securities~~subsequent ~~Act”)~~interim orperiods ~~any~~through ~~state~~the ~~securities~~Dismissal ~~laws~~Date, ~~and~~there were ~~offered~~no ~~pursuant~~reportable events to(as anthat ~~exemption~~term ~~from~~is ~~the~~described ~~registration~~in ~~requirements~~Item ~~of the Securities Act provided under Section 4~~304(a)(21)(v) of ~~the Securities Act and/or Rule 506 of~~ Regulation DS-K), ~~promulgated~~except ~~under~~as ~~the~~discussed ~~Securities Act~~below.

~~The~~During ~~net~~its ~~proceeds~~audit toof the Company’s ~~from~~financial statements for the ~~Private~~fiscal ~~Placement~~year ~~were~~ended ~~approximately~~September ~~$36.2~~30, ~~million~~2025, ~~after~~Bush ~~deducting~~& ~~placement~~Associates ~~agent~~advised ~~fees~~the ~~and~~Company ~~estimated~~of ~~offering~~the ~~expenses~~existence ~~payable~~of a material byweakness in internal controls over financial reporting related to the Company's design and operation of controls over complex accounting judgments and transaction processing. The ~~Company~~Committee ~~intends~~discussed tothe ~~use~~material weakness with Bush & Associates, and the ~~net~~Company ~~proceeds~~disclosed such material weakness in its Annual Report on Form 10-K for ~~working~~the ~~capital~~fiscal year ended September 30, ~~general~~2025 ~~corporate~~and ~~purposes~~concluded that as of September 30, ~~including~~2025, internal control over financial reporting was not effective. During the ~~further~~fiscal ~~development~~quarter ended December 31, 2025, management implemented the following remedial measures to address the material weakness, including enhancements to internal controls, increased oversight and improved review procedures. The elements of ~~our~~the ~~product~~Company’s ~~candidates~~remediation plan can only be accomplished over time, and the ~~procurement~~management can offer no assurance that these initiatives will ultimately have the intended effects. The Company has authorized Bush & Associates to respond fully to the inquiries of ~~inventory,~~the ~~specifically~~Company’s ~~for~~successor ~~robotic~~independent ~~hardware~~public accounting firm concerning the material weakness described above.

~~Rodman~~The Company provided Bush & ~~Renshaw~~Associates ~~LLC~~with ~~(“Rodman”) acted~~a ascopy of the ~~Company’s~~disclosure ~~exclusive~~it ~~placement~~is ~~agent~~making herein in ~~connection~~response ~~with~~to Item 304(a) of Regulation S-K and requested that Bush & Associates furnish the ~~Private~~Company ~~Placement.~~with ~~Pursuant~~a tocopy anof ~~engagement~~their letter byaddressed ~~and between~~to the ~~Company~~Securities and ~~Rodman,~~Exchange Commission (the ~~Company~~“SEC”) pursuant ~~paid~~to ~~Rodman~~Item an304(a)(3) ~~aggregate~~of ~~cash~~Regulation ~~fee~~S-K, ~~equal~~stating towhether ~~6.0%~~Bush of& Associates agrees with the ~~gross~~statements ~~proceeds~~made ofby the ~~Private~~Company ~~Placement~~in ~~and~~this ~~agreed~~Current toReport ~~reimburse~~on ~~the~~Form ~~Rodman~~8-K ~~for~~in ~~all~~response ~~reasonable~~to ~~out-~~Item 304(a) of~~-pocket~~ ~~and~~Regulation ~~non~~S-~~accountable~~K ~~expenses~~and, ofif upnot, tostating ~~$100,000~~the respects in ~~aggregate~~which it does not agree. The Company will submit a letter from Bush when available and file on a Form 8-K/A.

~~The~~On ~~foregoing~~March ~~descriptions~~13, of2026, ~~the~~as ~~Purchase~~approved and ~~Agreement~~ratified by the Committee and ~~Registration~~the ~~Rights Agreement~~Board, dothe ~~not~~Company ~~purport~~engaged toCBIZ beCPAs ~~complete~~P.C. ~~and~~(“CBIZ”) ~~are~~as ~~subject~~the ~~to,~~Company’s ~~and~~independent public ~~qualified~~accounting infirm ~~their~~to ~~entirety~~audit bythe ~~reference~~Company’s tofinancial statements for the ~~full~~fiscal ~~text~~year ofending ~~such~~September ~~documents~~30, 2026 and to review the ~~which~~Company’s ~~are~~quarterly ~~attached~~financial asstatements ~~exhibits~~for tothe ~~this~~quarters ~~Form~~ending ~~8-K~~March 31, 2026 and ~~are~~June ~~incorporated~~30, ~~herein by reference~~2026.

For the fiscal year ended September 30, 2025, and in the subsequent interim period through the Dismissal Date, neither the Company nor anyone on its behalf consulted with CBIZ regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

~~Item 3.02 Unregistered Sales of Equity Securities.~~1

~~The information provided in response to~~ Item 1 9.01. ofFinancial ~~this~~Statements ~~report~~and ~~is incorporated by reference into this Item 3~~Exhibits.~~02.~~

~~Item 8.01 Other Events~~(d) Exhibit

On January 28, 2026, the Company issued a press release to announce the pricing of the Private Placement described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.		Description
104		Cover page interactive data file (embedded within the iXBRL document).

~~On January 29, 2026, the Company issued a press release to announce the closing of the Private Placement described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.~~2 ~~and is incorporated herein by reference.~~

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.		Description
	RICHTECH ROBOTICS INC.
10.1		Form of Securities Purchase Agreement
	By:	/s/ Zhenwu (Wayne) Huang
10.2		Form of Registration Rights Agreement
		Name:	Zhenwu (Wayne) Huang
99.1		Press Release from Richtech Robotics Inc., dated as of January 28, 2026.
		Title:	Chief Executive Officer
99.2		Press Release from Richtech Robotics Inc., dated as of January 29, 2026.
Dated: March 19, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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.
Date: January 30, 2026	By:	/s/ Zhenwu (Wayne) Huang
	Name:	Zhenwu (Wayne) Huang
	Title:	Chief Executive Officer

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