Stockholders' Equity |
3 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Stockholders’ Equity [Abstract] | |
| Stockholders' Equity | Note 10: Stockholders’ Equity
We had 100,000,000 shares of Class A common stock authorized as of December 31, 2025 and September 30, 2025, and 39,934,846 shares of Class A common stock issued and outstanding as of December 31, 2025 and September 30, 2025. We had 1,000,000,000 and 200,000,000 shares of Class B common stock authorized as of December 31, 2025 and September 30, 2025, respectively, and 174,299,223 shares and 154,656,592 shares of Class B common stock issued and outstanding as of December 31, 2025 and September 30, 2025, respectively. During the three months ended December 31, 2025, we issued an aggregate of 19,642,631 shares of Class B common stock and shares of Class A common stock, including an aggregate of 15,156,685 shares of Class B common stock through our at-the-market (“ATM”) offering program and 4,485,946 shares of Class B common stock pursuant to the exercise of investor warrants.
During the fiscal year ended September 30, 2025, we issued an aggregate of 79,241,455 shares of Class B common stock through at-the-market offerings and 8,721,735 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of: (i) 5,788,849 shares of Class B common stock issued to consultants as compensation for technology development services, upon completion of which the resulting technology was recognized as an intangible asset in accordance with ASC 350 and ASC 718; (ii) 1,023,040 shares of Class B common stock issued as stock compensation to employees; and (iii) 1,793,095 shares of Class B common stock issued for legal and professional services. As of September 30, 2025, 861,904 shares of Class B common stock remained available under the employee and director equity incentive pool. During the fiscal year ended September 30, 2025, we also issued an aggregate of 13,014,899 shares of Class B common stock pursuant to the exercise of investor warrants. The material issuances of the Company’s Class B common stock are described below.
On November 21, 2023, the Company issued an aggregate of 2,100,000 shares of Class B common stock at a price of $5.00 per share in connection with the closing of its initial public offering (“IPO”). On December 22, 2023, the Company issued an additional 42,563 shares of Class B common stock at a price of $5.00 per share pursuant to the partial exercise of the underwriters’ over-allotment option. In connection with the IPO, the Company also issued warrants to the representative of the offering to purchase shares of common stock (the “Representative’s Warrants”). The Representative’s Warrants were issued as consideration for underwriting services, are accounted for as share-based payment awards, and are classified in permanent equity.
On February 15, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which Yorkville agreed to purchase up to $50,000 million of the Company’s Class B common stock over a 24-month period. The purchase price for shares issued under the SEPA is equal to 96% of the lowest volume weighted average price (“VWAP”) of the Company’s Class B common stock during the three trading days immediately following delivery of an advance notice by the Company. Each issuance and sale under the SEPA (an “Advance”) is subject to a maximum amount equal to 100% of the daily trading volume of the Company’s Class B common stock, as reported by Bloomberg L.P., during the five trading days immediately preceding an Advance notice. On April 22, 2024, the Company issued 259,350 commitment shares to Yorkville pursuant to the SEPA. As of September 30, 2024, the Company had issued an aggregate of 8,776,211 shares of Class B common stock under the SEPA. For a more detailed description of the SEPA, refer to the Company’s Current Report on Form 8-K/A filed with the SEC on March 15, 2024.
On September 3, 2024, the Company completed a public offering pursuant to a Securities Purchase Agreement, dated August 29, 2024, with certain institutional investors and a prospectus dated August 29, 2024, filed with the SEC on August 30, 2024, relating to certain retail purchasers (collectively, the “Investors”). In connection with the offering, the Company issued (i) 13,242,963 shares of Class B common stock, (ii) pre-funded warrants to purchase up to 2,312,594 shares of Class B common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 15,555,557 shares of Class B common stock (the “Common Warrants”), at a purchase price of $1.35 per share and accompanying Common Warrant. The Pre-Funded Warrants were immediately exercisable at an exercise price of $0.00001 per share and remain exercisable until exercised in full. The Common Warrants were immediately exercisable at an exercise price of $1.35 per share and expire years from the date of issuance.
On December 4, 2025, our board approved the grant of restricted stock awards (“RSAs”) to our employees and non-employees. These RSAs were fully vested upon grant and amounted to a total of 1,785,006 shares, with a grant-date fair value of $4.59 per share, based on the closing price of our common stock on December 4, 2025. The total compensation expense of $8,202 was recognized in selling, general, and administrative expenses in our condensed consolidated statement of operations for the three months ended December 31, 2025, with a corresponding credit to additional paid-in capital – stock compensation. The impact on cash flows is reflected in the operating section of our cash flow statement. The RSAs will be settled by the issuance of common shares under our 2023 Stock Option Plan. Although the shares were not issued until the second quarter of 2026, the grants were made in the first quarter of 2026; the subsequent issuance represents only a reclassification within equity (to common stock at par value and additional paid-in capital in excess of par). No additional compensation expense was recognized upon issuance. The majority of shares issued were net of applicable withholding taxes, which we paid on behalf of the award recipients. As a result, the actual number of shares issued to award recipients was less than the number of vested shares underlying the RSA grants. |