Note 13: Stockholders’ Equity

As of September 30, 2025, the Company had 39,934,846 shares of Class A common stock and 154,656,592 shares of Class B common stock issued and outstanding. As of September 30, 2024, the Company had 39,934,846 shares of Class A common stock and 53,795,254 shares of Class B common stock issued and outstanding. During the fiscal year ended September 30, 2025, the Company issued an aggregate of 100,861,338 shares of Class B common stock and no additional shares of Class A common stock. 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 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. For the year ended September 30, 2025, the Company did not recognize any losses related to issuances under the SEPA. For the year ended September 30, 2024, the Company recognized losses related to issuances under the SEPA of $2,305, which were recorded within other income (loss).

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 five years from the date of issuance.

As of September 30, 2024, the Company had issued an aggregate of 2,312,594 shares of Class B common stock pursuant to the exercise of all of the outstanding Pre-Funded Warrants in full, at an exercise price of $0.00001 per share. As of September 30, 2024, the Company issued zero shares of Class B common stock pursuant to the exercise of Common Warrants, at an exercise price of $1.35 per share.

During the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,829,573 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 4,730,726 shares of Class B common stock issued to consultants as compensation for technology development services. Upon completion of the development, the resulting technology was recognized as an intangible asset on the Company’s balance sheet in accordance with ASC 350 and ASC 718; (ii) 51,890 shares of Class B common stock issued as stock compensation to employees and directors; and (iii) 46,957 shares of Class B common stock allocated to the employee and director equity incentive pool.

During the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,419,000 shares of Class B common stock to stockholders upon the conversion of an equal number of shares of Class A common stock.

During the fiscal year ended September 30, 2025, the Company issued an aggregate of 79,241,455 shares through at-the-market (“ATM”) offerings.

During the fiscal year ended September 30, 2025, the Company issued 8,721,735 shares of Class B common stock under the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 5,788,849 shares of Class B common stock issued to consultants as compensation for technology development services. Upon completion of the development, the resulting technology was recognized as an intangible asset on the Company’s balance sheet 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. 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, the Company issued an aggregate of 13,014,899 shares of Class B common stock pursuant to the exercise of investor warrants.