NOTE 12: Commitments and Contingencies

Legal Proceedings

From time to time, we may be involved in judicial or administrative proceedings concerning matters arising in the ordinary course of business. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, would not be material to the Company’s consolidated financial position, results of operations or cash flows.

On June 2, 2025, a civil action was filed against the Company and certain of our officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025). The complaint asserts claims for breach of contract, breach of express and implied warranties, fraud, and joint venture liability. The plaintiff seeks damages in excess of $600,000, including compensatory and punitive damages. On September 26, 2025, we filed a motion to dismiss the case. On April 28, 2026, the parties entered into a joint stipulation adjourning oral argument on the motion to dismiss to July 15, 2026. We believe the claims are meritless and are vigorously defending the action. Based on the current stage of litigation and consultation with outside counsel, management has concluded that a loss is not probable.

On February 2, 2026, a putative securities class action lawsuit was filed against the Company and certain of its officers in the United States District Court for the District of Nevada, captioned Luiz Gonzalez Diez v. Richtech Robotics Inc., et al., No. 2:26-cv-00231 (D. Nev.). The complaint asserts claims for alleged violations of federal securities laws related to statements made in a press release issued by the Company on January 27, 2026. The plaintiff seeks to represent a class of persons and entities who purchased or otherwise acquired Richtech’s publicly traded securities during the period from January 27, 2026 through 12:00 PM EST on January 29, 2026 and seeks unspecified damages and other relief. The case is in its early procedural stage, and no lead plaintiff has been appointed to date. We dispute the allegations in the complaint and intend to defend the case vigorously. Based on the current status of the proceedings, management has concluded that a loss is not probable. Given the early stage of the litigation and the inherent uncertainty of class size, trading volume, and potential damages methodologies, management is unable to reasonably estimate the amount or range of any potential loss that could result from this matter.

Subsequent to the filing of the Diez securities class action complaint, three separate purported shareholder derivative complaints were filed based on substantially similar factual allegations (the “Derivative Actions”). The Derivative Actions name Richtech Robotics Inc. as a nominal defendant and name certain of the Company’s current officers and directors as additional defendants. The actions seek to recover, on behalf of the Company, unspecified damages, disgorgement, corporate governance reforms, and attorneys’ fees. All three Derivative Actions were filed in the United States District Court for the District of Nevada: Morly Gourdet v. Zhenwu Huang, et al., Case No. 2:26-cv-01048, filed April 2, 2026; Charvi Shah v. Wayne Huang, et al., Case No. 2:26-cv-01273, filed April 24, 2026; and Kenneth Dawson v. Zhenwu Huang, et al., Case No. 2:26-cv-01466, filed May 13, 2026. The Derivative Actions are in their early procedural stages, and no responsive pleadings have been filed. The Company believes the allegations in these actions are without merit and intends to defend the matters vigorously. Based on the current status of the proceedings, management has concluded that a loss is not probable. Because the Derivative Actions are based on substantially similar underlying facts as the related Diez securities class action, and both matters are in early procedural stages, management is unable to reasonably estimate the amount or range of any potential loss, if any, arising from these proceedings.

Lease

We lease office facilities and retail space under noncancelable operating lease agreements. Following the purchase of the new corporate headquarters in April 2025, the existing facilities at 4175 Cameron St, Las Vegas, Nevada, continue to be leased and are now utilized for dedicated Research and Development (“R&D”) laboratory space and overflow administrative support. We closed our second office space in Austin, Texas, in April 2024. The total operating lease liabilities primarily relate to the Cameron Street R&D facility, the Clouffee & Tea retail space (Town Square Las Vegas) and Bingo Street Coffee (San Francisco).

For the three and six months ended March 31, 2026, we recognized operating lease expense of approximately $ 95 and $ 198, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $ 73 and $ 162 for the three and six months ended March 31, 2026, respectively. As of March 31, 2026, our operating lease liabilities were measured using a weighted average remaining lease term of approximately 2.6 years and a weighted average discount rate of approximately 4.5%.

The components of leases and lease costs are as follows (in thousands):

Future minimum lease payments under these leases as of March 31, 2026, are approximately as follows: