RICHTECH ROBOTICS INC. 8-K

What Happened
On June 9, 2026 Richtech Robotics' Audit Committee, in consultation with management, concluded that previously issued audited financial statements for the fiscal years ended September 30, 2025 and 2024 and several interim quarterly statements should not be relied upon and require restatement. The issues were identified during the review of the quarter ended March 31, 2026 by the company’s new independent auditor, CBIZ CPAs P.C. The company says the errors relate mainly to improper accounting for warrants issued in fiscal 2024 and 2025, accounting for a Standby Equity Purchase Agreement (SEPA) dated February 15, 2024 with YA II PN, Ltd., and restricted stock awards issued in December 2025. Richtech plans a Comprehensive Amended Form 10‑K/A for the year ended September 30, 2025 (which will include restated interim information) and an amended Form 10‑Q/A for the quarter ended December 31, 2025.

Key Details

• Audit Committee conclusion date: June 9, 2026; issues found during CBIZ CPAs P.C.’s review of the quarter ended March 31, 2026.
• Restatement periods: audited years ended Sept 30, 2025 and 2024; interim quarters ended Dec 31, 2024; Mar 31, 2025; Jun 30, 2025; and Dec 31, 2025 (to be restated via 10‑K/A and 10‑Q/A).
• Primary accounting errors: warrants issued in FY2024–2025, the SEPA (Feb 15, 2024) with YA II PN, Ltd., and December 2025 restricted stock awards; the company also expects other immaterial adjustments and is evaluating additional areas that could be material.
• Internal control: the company previously reported a material weakness as of Sept 30, 2025 (which remains unremediated) and now expects to report an additional material weakness related to financial instruments.
• Company outlook on impact: currently expects restatement to be mainly non‑cash accounting adjustments and not to affect cash position or operating cash flows, but the identification is preliminary and may change.

Why It Matters
A restatement means past earnings, quarterly results and related press releases for the affected periods should not be relied upon until the amended filings are posted. For investors, that reduces confidence in the company’s previously reported financial performance and highlights issues with internal controls over financial reporting. Although Richtech says the adjustments are expected to be primarily non‑cash and not affect cash flow, the company is still evaluating other areas and has indicated additional material weakness(s) — investors should wait for the Comprehensive Amended Form 10‑K/A and the amended 10‑Q/A to see the full, restated results and management’s remediation plan.