Stockholders’ Equity |
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| Stockholders’ Equity | NOTE 9: Stockholders’ Equity
We had 100,000,000 shares of class A common stock authorized as of March 31, 2026 and September 30, 2025, with a par value of $0.0001 per share. 39,934,846 shares of class A common stock issued and outstanding as of March 31, 2026 and September 30, 2025. We had 1,000,000,000 and 200,000,000 shares of class B common stock authorized as of March 31, 2026 and September 30, 2025, respectively, (the authorized shares were increased from 200,000,000 to 1,000,000,000 on November 10, 2025), with a par value of $0.0001 per share. 184,274,146 shares and 154,656,592 shares of class B common stock issued and outstanding as of March 31, 2026 and September 30, 2025, respectively.
During the six months ended March 31, 2026, we issued an aggregate of 29,617,554 shares of Class B common stock and shares of Class A common stock. These issuances consisted of 1,474,923 shares of Class B common stock issued as stock-based compensation to employees and contractors, 15,156,685 shares of Class B common stock sold through our at-the-market (“ATM”) offering program, for aggregate gross proceeds of $71,623, with total issuance costs of $2,559, resulting in net proceeds to the Company of $69,064, 4,485,946 shares of Class B common stock issued upon the exercise of investor warrants, and 8,500,000 shares of Class B common stock issued in a private placement. See below for additional information regarding the private placement.
Private Placement
On January 27, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor. Pursuant to the Purchase Agreement, we agreed to issue and sell to the investor, and the investor agreed to purchase from us, in a private placement (the “Private Placement”), 8,500,000 shares of our Class B common stock, at a purchase price of $4.55 per share, for aggregate gross proceeds of $38,675, prior to deducting placement agent’s fees and other offering expenses. The Private Placement closed on January 29, 2026. The net proceeds from the Private Placement were approximately $35,890, after deducting placement agent fees, legal fees, and other offering expenses totaling approximately $2,785.
As of March 31, 2026 and September 30, 2025, we had 815,342,794 and 45,343,408 authorized but unissued shares of Class B common stock, respectively, which are available for issuance upon the exercise of outstanding warrants and the settlement of outstanding and future equity-based awards.
Stock-based Compensation
Stock Incentive Plan
We maintain the Richtech Robotics Inc. 2023 Stock Option Plan (the “Plan”), which provides for the granting of restricted stock awards (“RSAs”) and other equity-based awards to employees, directors, and consultants.
The Plan was originally approved by the Board of Directors and adopted effective as of December 8, 2023, with an initial reserve of 6,000,000 shares of Class B common stock. On September 26, 2024, the Board and the holders of a majority of the voting power of the outstanding common stock approved an amendment and restatement of the Plan, effective October 23, 2024, increasing the number of shares authorized for issuance under the Plan from 6,000,000 shares to 14,311,215 shares.
Effective as of November 10, 2025, the Company adopted the Second Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan, which includes an “evergreen” provision. Under this provision, the number of shares reserved for grant and issuance under the Plan automatically increases on the later of November 1, 2025 or the effective date of the Second Amended Plan, and on each subsequent November 1 until and including November 1, 2034, by a number of shares equal to the lesser of (i) 18% of the total outstanding Class B common stock as of the immediately preceding September 30, or (ii) such smaller number as determined by the Board.
On February 17, 2026, the Company filed a Registration Statement on Form S-8 to register an additional 8,000,000 shares of Class B common stock for issuance under the Plan, in connection with an increase in the number of shares available for issuance pursuant to the evergreen provision, further increasing the number of shares authorized for issuance under the Plan from 14,311,215 shares to 22,311,215 shares.
During the six months ended March 31, 2026, 1,981,483 shares were granted as RSAs under the Plan. As of March 31, 2026, 6,968,675 shares remained available for future grants under the Plan.
RSA Activity
The Company grants restricted stock awards (RSAs) to employees, non-employees and directors under its equity incentive plan. Each RSA entitles the holder to one share of Class B common stock upon vesting. The fair value of each RSA is determined based on the closing market price of the Company’s common stock on the grant date.
The following table summarizes the activity of unvested RSAs for the six months ended March 31, 2026 and 2025:
As of March 31, 2026, total unrecognized stock-based compensation cost related to unvested RSAs was approximately $286, which is expected to be recognized over the remaining vesting period through December 2026.
For RSAs that vest immediately (grant date equals vesting date), compensation cost is recognized in full on the grant date. For RSAs with service-based vesting conditions, compensation cost is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.
The following table presents the allocation of stock-based compensation expense by line item in the condensed consolidated statements of operations:
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 $8,201 was recognized in Research and development, selling and marketing, 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.
During the three months ended March 31, 2026, we issued 1,735,006 shares of common stock to settle the majority of the restricted stock awards that were granted on December 4, 2025. The current-period issuance represents only a reclassification within equity (to common stock at par value and additional paid-in capital in excess of par) with no impact on our results of operations or cash flows. All shares were issued under our 2023 Stock Option Plan. We withheld 368,999 shares valued at $1,694 to cover the expected income tax effect of the grants. As a result, the actual number of shares issued to award recipients was less than the number of vested shares underlying the RSA grants.
On February 17, 2026, we issued routine quarterly stock awards of 122,977 shares. We withheld 14,061 shares valued at $39 to cover the expected income tax effect of the grants.
From time to time, as restricted stock awards vest, certain employees surrender their vested shares to satisfy their tax liability on vesting. The fair value of those shares on the vesting date are then used by us to pay those employees’ tax obligations. The shares surrendered are reported as treasury stock in our statements of stockholders’ equity. |
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