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 July 16, 2026, the court entered an order denying the motion to dismiss. 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. On May 5, 2026, the Court entered an order appointing Charles Talisman and Hudson Max Cayman as co-lead plaintiffs, approving lead plaintiffs’ selection of lead counsel, and recaptioning the case as In re Richtech Robotics Inc. Securities Litigation. Lead plaintiffs’ amended complaint is presently due to be filed on or before September 11, 2026. We dispute the allegations in the complaint and intend to defend the case vigorously. The case is at an early stage and we cannot reasonably estimate the amount of any potential financial loss or cost that could result from the lawsuit.

Subsequent to the filing of the Diez securities class action complaint, three separate putative shareholder derivative lawsuits were filed purportedly on behalf of the Company, as nominal defendant, against certain of the Company’s officers and directors, 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 (collectively, the “Derivative Actions”). The Derivative Actions are based on substantially similar factual allegations as the Diez securities class action complaint and assert claims, among others, for breach of fiduciary duties and/or contribution. The Derivative Actions seek to recover, on behalf of the Company, unspecified damages, corporate governance reforms, costs, attorneys’ fees, and expenses. On July 15, 2026, the parties filed a stipulation to consolidate the Derivative Actions, which is pending. The Derivative Actions are in their early procedural stages, and no responsive pleadings have been filed. The director and officer defendants deny all allegations of liability and intend to defend the Derivative Actions vigorously. Given the preliminary stage of the Derivative Actions and the inherent uncertainties of litigation, we cannot determine with certainty the outcome of these cases at this time.

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. During April 2026, we entered into an agreement to early terminate the lease for approximately 1,909 square feet of space located at 4175 Cameron Street, Suite A1. The lease, which was originally scheduled to expire on August 31, 2027, was terminated effective April 30, 2026. In connection with the early termination, we derecognized approximately $97 of operating lease right-of-use assets and approximately $104 of operating lease liabilities and recognized a lease termination fee of approximately $11. 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 nine months ended June 30, 2026, we recognized operating lease expense of approximately $ 82 and $ 280, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $ 71 and $ 233 for the three and nine months ended June 30, 2026, respectively. As of June 30, 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 4.8%.

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

Future minimum lease payments under these leases as of June 30, 2026, are approximately as follows: