RR
Richtech Robotics INC
NASDAQ
S-1: Richtech Robotics Files for Resale of Up to 12.98 Million Shares of Class B Common Stock
Sentiment:
S-1 Filing
15 March 2024 6:13 PM
Richtech Robotics has filed a registration statement for the resale of up to 12,983,208 shares of Class B common stock by YA II PN, Ltd., stemming from a standby equity purchase agreement.
Capital raise
The document details a potential capital raise of up to $50 million through a standby equity purchase agreement with YA II PN, Ltd.
The agreement allows Richtech to sell shares of Class B common stock to the investor over a 24-month period.
The company can also receive pre-advances of up to $3 million via convertible promissory notes.
Summary
- Richtech Robotics Inc. has filed a Form S-1 registration statement for the resale of up to 12,983,208 shares of Class B common stock.
- The shares are to be sold by YA II PN, Ltd., a Cayman Islands exempt limited partnership, under a standby equity purchase agreement.
- The agreement, dated February 15, 2024, allows the investor to purchase up to $50 million of Richtech's Class B common stock over 24 months.
- The price per share will be 96% of the lowest volume-weighted average trading price (VWAP) for the three trading days following Richtech's advance notice.
- The registered shares represent 19.99% of the company's outstanding Class B common stock as of the agreement date and include SEPA shares, conversion shares from convertible notes, and commitment shares.
- Richtech can request pre-advances up to $3 million, evidenced by convertible promissory notes, with the first $1 million already advanced on February 15, 2024.
- Each note is subject to a 4% discount and accrues interest at 8% per annum, with a 12-month maturity.
- The company must make monthly repayments, starting 90 days after the first note's issuance, either in cash or by selling SEPA shares to the investor.
- The investor can convert the outstanding amount of each note into conversion shares at a conversion price, initially $6.00 per share, but subject to a potential downward adjustment on May 28, 2024, with a floor of $1.50.
- Richtech will not receive any proceeds from the sale of Class B common stock by the Selling Stockholder in the offering described in this prospectus.
Sentiment
Score: 5
Explanation: The sentiment is neutral. The document primarily outlines the terms of a financial agreement. While the agreement provides access to capital, it also carries risks related to potential dilution and market impact.
Highlights
- Richtech Robotics is registering 12,983,208 Class B common shares for resale by YA II PN, Ltd.
- The shares are linked to a $50 million standby equity purchase agreement over 24 months.
- The purchase price is 96% of the lowest VWAP over three trading days after an advance notice.
- The registered shares represent 19.99% of outstanding Class B common stock as of February 15, 2024.
- The agreement includes pre-advances of up to $3 million via convertible notes, with the first $1 million already advanced.
- The notes have a 4% discount, 8% annual interest, and a 12-month maturity.
- The conversion price is initially $6.00 per share, potentially adjusting downwards to a minimum of $1.50 on May 28, 2024.
- Richtech will not receive any proceeds from the sale of Class B common stock by the Selling Stockholder in the offering described in this prospectus.
Positives
- The standby equity purchase agreement provides Richtech Robotics with access to up to $50 million in capital over 24 months.
- The ability to draw funds as needed offers flexibility in managing the company's financing needs.
- The pre-advance facility provides immediate access to $3 million, supporting short-term liquidity.
- The company has the option to redeem early a portion or all amounts outstanding under the Note with at least 10 trading days prior written notice to the Investor.
Negatives
- The potential downward adjustment of the conversion price could lead to significant dilution for existing shareholders.
- The company will not receive any proceeds from the sale of Class B common stock by the Selling Stockholder in the offering described in this prospectus.
- The Investor may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholder may sell its shares of Class B common stock following the effective date of the registration statement of which this prospectus forms a part.
Risks
- The market price of Richtech's Class B common stock may be negatively impacted by the potential sale of a large number of shares by the selling stockholder.
- The company's reliance on a single investor for a significant portion of its financing exposes it to risks associated with that investor's decisions and financial condition.
- The variable pricing mechanism, based on VWAP, could result in the company receiving less value for its shares if the stock price declines.
- The FINRA sales practice requirements may limit a stockholders ability to buy and sell our Class B common stock.
- It is not possible to predict the actual number of shares we will sell under our agreement with the Investor, or the actual gross proceeds resulting from those sales.
- Investors who buy shares at different times will likely pay different prices.
Future Outlook
The company intends to use the proceeds from the Purchase Agreement for general corporate purposes, capital expenditures, working capital, and general and administrative expenses.
Industry Context
Richtech Robotics operates in the service robotics market, targeting labor-intensive industries like hospitality. The company aims to integrate robotics and automation into everyday life, becoming a 'Super-operator' managing a fleet of robots through its AI Cloud Platform.
Comparison to Industry Standards
- The document does not provide enough information to make a detailed comparison to industry standards.
- Without specific financial metrics or operational data, it is difficult to benchmark Richtech Robotics against competitors in the service robotics market.
- A comprehensive analysis would require comparing Richtech's technology, market share, and financial performance to those of companies like SoftBank Robotics, Boston Dynamics (though primarily industrial/military), or other players in the hospitality robotics space.
Stakeholder Impact
- Existing shareholders may experience dilution if a large number of shares are issued under the purchase agreement.
- The availability of capital could enable the company to invest in growth initiatives, potentially benefiting employees and customers.
- The market price of the company's stock could be affected by sales of shares by the selling stockholder.
Next Steps
- The company will file the registration statement with the SEC.
- The selling stockholder may offer shares of our Class B common stock at the prevailing market prices or at privately negotiated prices.
- The company may make sales to the Selling Stockholder pursuant to the Purchase Agreement from time to time for up to 24 months from the date of the Purchase Agreement, after the registration statement of which this prospectus forms a part is declared effective.
Key Dates
- July 2016: Richtech Creative Displays LLC was originally founded in Nevada.
- June 2022: Richtech Creative Displays LLC was converted to Richtech Robotics Inc.
- November 21, 2023: The Company consummated its initial public offering of 2,100,000 shares of Class B common stock at a price of $5.00 per share.
- February 15, 2024: Richtech entered into a Purchase Agreement with YA II PN, Ltd.
- February 15, 2024: The first Pre-Advance, in the principal amount of $1,000,000, was advanced.
- March 14, 2024: The Company and the Investor entered into a letter agreement to amend the terms of each Note.
- May 21, 2024: The Representatives Warrants will be exercisable at a per share exercise price equal to $6.00 and are exercisable at any time and from time to time, in whole or in part, during the period commencing on May 21, 2024, and terminating on November 21, 2028.
- May 28, 2024: Reset Date: The Conversion Price shall be adjusted (downwards only) to equal the average of the daily VWAPs for the five consecutive trading days immediately prior to the Reset Date, if such price is lower than the Conversion Price then in effect.
- November 21, 2028: The Representatives Warrants will be exercisable at a per share exercise price equal to $6.00 and are exercisable at any time and from time to time, in whole or in part, during the period commencing on May 21, 2024, and terminating on November 21, 2028.
- February 16, 2026: The Purchase Agreement will terminate automatically on the earlier of February 16, 2026 or when the Investor has purchased an aggregate of $50 million of Class B common stock.
Keywords
Richtech Robotics, Class B Common Stock, Resale, Registration Statement, YA II PN Ltd, Standby Equity Purchase Agreement, SEPA, Convertible Notes, VWAP, Dilution, Financing
RR
Richtech Robotics INC
NASDAQ
Sector: Industrials
Filings with Classifications
Worse than expected
3 March 2025 10:38 PM
Annual Report Amendment
- The company's total revenue decreased from $8,759 thousand in 2023 to $4,240 thousand in 2024.
- The company experienced a net loss of $8,140 thousand in 2024, compared to a net loss of $339 thousand in 2023.
Capital raise
3 March 2025 10:38 PM
Annual Report Amendment
- On September 3, 2024, the Company issued the following securities to certain institutional investors, pursuant to that certain Securities Purchase Agreement, dated as of August 29, 2024, and to certain retail purchasers (together with the institutional investors, the Investors), pursuant to the Companys prospectus, dated August 29, 2024, as filed with the SEC on August 30, 2024, in a public offering: (i) an aggregate of 13,242,963 shares of the Companys 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 per share and accompanying Common Warrant of $1.35.
Worse than expected
14 February 2025 4:05 PM
Quarterly Report
- The company reported a net loss of $3.548 million, which is worse than the net loss of $2.750 million in the same period last year.
Capital raise
14 February 2025 4:05 PM
Quarterly Report
- The company issued an aggregate of 3,814,611 shares of Class B common stock and received aggregate proceeds of $5,149,724.85 in January 2025.
- The company entered into a warrant exercise inducement offer letter with a holder of Existing Warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock, to exercise its Existing Warrants at the existing exercise price of $1.35 per share, generating gross proceeds of approximately $3,644,726 before deducting financial advisory fees.
- In consideration for the immediate exercise of the Existing Warrants, the Company issued to such holder 2,699,797 new warrants (the Inducement Warrants) with an exercise price of $4.00 per share, which are immediately exercisable and valid for five years from issuance (the Armistice Warrant Inducement).
Capital raise
10 February 2025 8:01 PM
Current Report
- Richtech Robotics is set to receive approximately $3.64 million in gross proceeds from the exercise of existing warrants.
- The company is issuing new warrants with an exercise price of $4.00 per share as an inducement for the warrant holder to exercise their existing warrants.
Worse than expected
14 January 2025 4:53 PM
Annual Results
- The company's revenue decreased significantly due to the transition to a RaaS model.
- The company's net loss increased substantially compared to the previous year.
Worse than expected
31 October 2024 4:30 PM
Current Report
- The company's stock price falling below $1.00 for 30 consecutive days is worse than expected and triggers a delisting notice from Nasdaq.
Capital raise
5 September 2024 4:58 PM
Public Offering Announcement
- The company completed a public offering of 13,242,963 shares of Class B common stock, pre-funded warrants for 2,312,594 shares, and warrants for 15,555,557 shares.
- The offering generated approximately $19.4 million in net proceeds for the company.
- The company is restricted from issuing common stock or equivalents for 90 days and from variable rate transactions for one year, with some exceptions.
Capital raise
29 August 2024 9:50 PM
Registration Statement
- Richtech Robotics is seeking to raise up to $1,087,502.30 through the sale of Class B common stock, pre-funded warrants, warrants, and placement agent warrants.
- The offering is being conducted to raise additional capital for the company.
- The Placement Agent is acting as the placement agent on behalf of the Company on a best efforts basis.
Capital raise
27 August 2024 9:24 AM
Registration Statement
- Richtech Robotics is conducting a public offering to sell up to 14,492,753 shares of Class B common stock and warrants to purchase an equal number of shares.
- The company is also offering pre-funded warrants as an alternative to shares for investors who might exceed beneficial ownership limits.
- The assumed combined offering price is $1.38 per share and accompanying warrant, based on the stock's price on August 23, 2024.
- The company aims to raise up to $20 million through this offering.
Worse than expected
14 August 2024 6:16 PM
Quarterly Report
- The company reported a net loss of $5.181 million for the nine months ended June 30, 2024, which is worse than the loss of $2.543 million for the same period in 2023.
- Product revenue decreased by 55% due to the transition to a RaaS model, which is worse than the previous period.
Capital raise
14 August 2024 6:16 PM
Quarterly Report
- The company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. for up to $50 million.
- The company received $3 million in pre-advances via convertible promissory notes, which were fully repaid in July 2024.
- The company issued 259,350 shares of Class B common stock as a commitment fee.
Worse than expected
14 May 2024 5:41 PM
Quarterly Report
- The company's net loss increased significantly compared to the same period last year, indicating worse than expected financial performance.
- Product revenue decreased by 59%, which is a significant drop and worse than expected.
Capital raise
14 May 2024 5:41 PM
Quarterly Report
- The company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., which could provide up to $50 million in funding over 24 months.
- The company issued three convertible promissory notes for $1 million each, with the first two in February and March 2024, and the third in April 2024.
- The company issued 259,350 shares of Class B common stock to the investor as a commitment fee.
Capital raise
22 April 2024 5:50 PM
Debt Financing Agreement
- The promissory note represents a $1 million capital raise for Richtech Robotics.
- The company may need to raise additional capital through share sales to meet its monthly payment obligations under the note.
- The conversion feature of the note could result in a future capital raise through the issuance of new shares to the investor.
Capital raise
29 March 2024 8:23 PM
S-1/A Filing
- Richtech Robotics has a standby equity purchase agreement with YA II PN, Ltd. for up to $50 million.
- The company may issue up to 12,983,208 shares of Class B common stock to the investor.
- The company can obtain pre-advances up to $3 million via convertible notes.
Better than expected
26 March 2024 8:43 PM
Annual Report Amendment
- The company's revenue increased by 45% year-over-year, indicating better than expected growth.
- The company's gross profit margin increased from 65% to 69%, indicating improved profitability.
- The company's net loss decreased from $507 thousand to $339 thousand, indicating improved financial performance.
Capital raise
22 March 2024 5:02 PM
Debt Financing Agreement
- The company has raised $1 million through a promissory note.
- The note can be converted into Class B common stock, potentially leading to further equity issuance.
- The company may need to issue shares to cover monthly payments if it does not have sufficient cash.
Capital raise
15 March 2024 6:13 PM
S-1 Filing
- The document details a potential capital raise of up to $50 million through a standby equity purchase agreement with YA II PN, Ltd.
- The agreement allows Richtech to sell shares of Class B common stock to the investor over a 24-month period.
- The company can also receive pre-advances of up to $3 million via convertible promissory notes.
Capital raise
15 March 2024 4:15 PM
Material Definitive Agreement Amendment
- The agreement involves a potential $50 million share purchase agreement with YA II PN, Ltd.
- The company has received a $1 million pre-advance and is expected to receive two additional $1 million pre-advances upon the satisfaction of certain conditions.
Capital raise
15 March 2024 4:05 PM
Financing Agreement Announcement
- Richtech Robotics has entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. for up to $50 million.
- The company has also secured a pre-advance facility of up to $3 million.
- The company will issue shares to the investor as part of the agreement.
Capital raise
21 February 2024 4:08 PM
Standby Equity Purchase Agreement
- The document details a Standby Equity Purchase Agreement for up to $50 million.
- The agreement includes a pre-advance of up to $3 million, with the first $1 million already advanced.
- The company can issue shares to the investor over a 24-month period, subject to certain conditions and limitations.
Worse than expected
14 February 2024 5:01 PM
Quarterly Report
- The company's net loss increased significantly compared to the same period last year, indicating worse than expected financial performance.
Capital raise
11 January 2024 5:28 PM
Annual Report
- The company anticipates that it will need additional funding in connection with its continuing operations after twelve months.
- The company expects to finance its future cash needs through public or private equity or debt financings, third-party funding, and other arrangements.
- The company will continue seeking additional capital to expand its operations, advance its products, and scale its sales and marketing capabilities.
- The company will continue seeking additional financing sources to meet its working capital requirements, make investment in research and development and make capital expenditures needed to maintain and expand its business.
- If the company raises additional funds through further issuances of equity or convertible debt securities, its existing stockholders could suffer significant dilution.
Worse than expected
11 January 2024 5:28 PM
Annual Report
- The company reported a net loss of $339 thousand in 2023, compared to a net loss of $507 thousand in 2022, indicating that while losses have decreased, the company is still not profitable.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.