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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): June 24, 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 Road

Las Vegas, Nevada 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 1.01. Entry into a Material Definitive Agreement.

 

On June 24, 2025, a majority owned subsidiary, Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. (“Boyu”) of Richtech Robotics Inc., a Nevada corporation (the “Company”) entered into a Product Sales and Technical Services Agreement (the “Sales Agreement”) with Beijing Kaiwu Tongchuang Technology Development Co., Ltd. (“Purchaser”), pursuant to which Purchaser agreed to purchase approximately $4.2 million of robotic products (to be supplied by the Company), services, software and licensing, including a one-time payment within 15 days of deliver of the products of approximately $1.3 million and annual fees for services and software licenses in the aggregate amount of approximately $2.9 million over the next 10 years. The Sales Agreement also contains customary terms, including, without limitation, delivery and acceptance, liability and dispute resolutions.

 

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01.

 

Item 8.01 Other Events.

 

On June 30, 2025, the Company issued a press release announcing the Sales agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
10.1#   Product Sales and Technical Services Agreement, dated as of June 24, 2025, by and between Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. and Beijing Kaiwu Tongchuang Technology Development Co., Ltd.
99.1   Press Release, dated June 30, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

# Certain portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

 

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SIGNATURE

 

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: June 30, 2025    

 

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

PRODUCT SALES AND TECHNICAL SERVICES AGREEMENT, DATED AS OF JUNE 24, 2025, BY AND BETWEEN BOYU ARTIFICIAL INTELLIGENCE (BEIJING) TECHNOLOGY CO., LTD. AND BEIJING KAIWU TONGCHUANG TECHNOLOGY DEVELOPMENT CO., LTD

PRESS RELEASE, DATED JUNE 30, 2025

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