10-K: Richtech Robotics Inc. Details Registered Securities and Corporate Governance in 10-K Filing
Summary
- Richtech Robotics Inc. has registered its Class B common stock under the Securities Exchange Act of 1934.
- The company's authorized capital stock includes 310,000,000 shares of common stock and 10,000,000 shares of preferred stock.
- Class A common stock has ten votes per share, while Class B common stock has one vote per share.
- Class A common stock is convertible into Class B common stock, but not vice versa.
- The company's bylaws restrict the ability of stockholders to call special meetings and require advance notice for director nominations and stockholder proposals.
- The company has not opted out of Nevada anti-takeover provisions.
- As of January 11, 2024, there were 44,353,846 shares of Class A common stock and 20,888,410 shares of Class B common stock outstanding.
- The company is a developer of advanced robotic technologies focused on transforming labor-intensive services.
- Richtech designs, manufactures, and sells robots for various sectors, including hospitality, senior living, and casinos.
- The company's robots perform tasks such as food delivery, room service, floor cleaning, and beverage preparation.
- The company aims to become a robotics super-operator, managing a large fleet of robots through its AI Cloud Platform (ACP).
- In 2022, Richtech signed Master Service Agreements (MSAs) with a major hotel brand and a large restaurant chain.
- As of September 30, 2023, the company recognized $306,914 in revenue under an MSA with a top casino company.
- The company is in pilot/testing phases with over a dozen other national enterprises in the hospitality sector.
- In 2023, the company expanded its market reach, including being nominated best of CES by Fortune.
- The company launched three locations with its ADAM food and beverage automation system in late 2022 and the first half of 2023.
- The company's products are categorized into indoor transport and delivery, sanitation, and food and beverage automation.
- The company's robots use advanced sensors and AI algorithms for navigation and dynamic path planning.
- The ACP provides clients with operational data to optimize workflows and minimize labor dependency.
- The company's Matradee robots are designed for dining spaces, while Richie and Robbie robots are for room service delivery.
- The DUST-E line of robots is for autonomous commercial cleaning.
- The ADAM system is a food and beverage automation robot capable of making various beverages and performing deep frying tasks.
- The company believes it has a first-mover advantage in the service robotics market.
- The company has an extensive network of distribution channels with over 30 regional and national distributors.
- The company has executed MSAs with several large enterprise customers representing over 9,000 locations.
- The company's business model includes direct sales and robotics-as-a-service (RAAS).
- The company provides nationwide installation, shipping, maintenance, and warranty services.
- The company has more than 20 major suppliers primarily located in the United States and China.
- The company spent $1,980 thousand on R&D in 2023 and $1,772 thousand in 2022.
- The company has 7 technology patents pending.
- As of September 30, 2023, the company had 51 full-time employees.
- The company leases properties in Austin, TX and Las Vegas, NV.
- The company is insured by Kaercher Insurance for various liabilities.
- The company expects to derive significant revenue from sales to enterprise customers.
- The company has three MSAs in place with a restaurant chain, a casino company, and a hotel brand.
- The company is subject to numerous governmental laws and regulations.
- The company is not currently a party to any legal proceedings that would have a material adverse effect on its business.
- The company's website is www.richtechrobotics.com and its investor relations website is ir.richtechrobotics.com.
Sentiment
Score: 5
Explanation: The document presents a mixed picture. While the company shows growth in revenue and has secured significant partnerships, it also faces challenges such as competition, supply chain risks, and a material weakness in internal controls. The company is not yet profitable and requires additional funding, which tempers the positive aspects.
Highlights
- Richtech Robotics Inc. had 44,353,846 Class A shares and 20,888,410 Class B shares outstanding as of January 11, 2024.
- The company's authorized capital stock includes 310 million common shares and 10 million preferred shares.
- Class A common stock has ten votes per share, while Class B common stock has one vote per share.
- The company has signed MSAs with major hotel and restaurant chains, and recognized $306,914 in revenue from a casino MSA as of September 30, 2023.
- The company is in pilot/testing phases with over a dozen national enterprises.
- The company launched three locations with its ADAM food and beverage automation system in late 2022 and the first half of 2023.
- The company's Matradee robots can perform over 1000 deliveries per month in busy restaurants.
- The company's Richie and Robbie robots are elevator-enabled and can traverse over 850,000 sq. ft.
- The company's DUST-E line of cleaning robots includes models for various spaces, from small offices to large industrial areas.
- The company spent $1,980 thousand on R&D in 2023 and $1,772 thousand in 2022.
- The company has 7 technology patents pending.
- The company has over 30 regional and national distributors.
- The company has executed MSAs with several large enterprise customers representing over 9,000 locations.
Positives
- The company has a first-mover advantage in the service robotics market.
- The company has a broad product offering, including robots for delivery, sanitation, and food and beverage automation.
- The company has an extensive distribution network.
- The company has secured enterprise partnerships with major players in the hospitality sector.
- The company has a business model that includes both direct sales and robotics-as-a-service.
- The company has a strong focus on customer service, providing nationwide installation, maintenance, and warranty services.
- The company's ACP platform provides clients with valuable operational data.
- The company's R&D efforts are progressing steadily, with new versions and models of robots expected by the end of the year.
- The company has a diverse customer base across various sectors, including restaurants, hotels, casinos, and senior living homes.
- The company has a strong focus on forming enterprise relationships in the hotel, restaurant, casino, and senior living sectors.
Negatives
- The company faces market competition, particularly in the restaurant space.
- Customer education and adoption of service robotics is slow, which slows down the sales process.
- The company's service coverage and costs are a challenge due to its nationwide customer base.
- The company is also affected by the labor shortage, making it challenging to staff certain positions.
- The company is concerned about rising costs of raw materials and inflationary pressures.
- The company relies on third-party manufacturers and sole-source suppliers for certain components.
- The company has limited experience operating its robots in a variety of environments, which could lead to unforeseen safety issues.
- The company has limited experience managing the administrative aspects of a global organization.
- The company has identified a material weakness in its internal control over financial reporting as of September 30, 2023.
Risks
- The company operates in an emerging market, making it difficult to evaluate its business and prospects.
- The company faces increasing competition in the service robotics space.
- The company's business plans require a significant amount of capital, and future capital needs may require the sale of additional equity or debt securities.
- Unforeseen safety issues with the company's products could result in injuries to people and adverse effects on the business.
- The company relies on third-party manufacturers and sole-source suppliers, which could lead to supply chain disruptions.
- The company's robots could be vulnerable to hardware errors or software bugs.
- The company may incur significant liabilities in connection with product warranties.
- The company's future success depends on recruiting and retaining key personnel.
- The company's insurance coverage strategy may not be adequate to protect it from all business risks.
- The company may fail to protect or enforce its intellectual property rights.
- The company may become subject to new or changing governmental regulations.
- The company may become involved in legal and regulatory proceedings.
- The company is subject to U.S. and foreign anti-corruption and anti-money laundering laws.
- The company is subject to governmental export controls and sanctions laws.
- The company may fail to comply with privacy, data protection, and information security requirements.
- The company may fail to comply with laws and regulations relating to the collection of sales tax and payment of income taxes.
- The company has a limited operating history and evolving business, making it difficult to evaluate its current business and future prospects.
- The COVID-19 pandemic may continue to have a material adverse effect on the company's business prospects, financial results, and results of operations.
- The company may lose the services of members of its senior management team.
- The company may pursue acquisitions, which involve a number of risks.
- The company may not be able to maintain adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.
- The company is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism.
- The company's ability to use its net operating loss carryforwards may be limited.
- The company's management has limited experience in operating a public company.
- An active trading market for the company's Class B common stock may not develop or be sustained.
- The trading price of the company's Class B common stock may be volatile.
- The dual-class structure of the company's common stock has the effect of concentrating voting power.
- The dual-class structure of the company's common stock may adversely affect the trading market for its Class B common stock.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the company, its stock price and trading volume could decline.
- Future sales of the company's Class B common stock or securities convertible into its Class B common stock may depress its stock price.
- The company's failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Class B common stock.
- The company's directors, executive officers and principal stockholders have substantial control over it and could delay or prevent a change of corporate control.
- Anti-takeover provisions contained in the company's second amended and restated articles of incorporation and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
- The company has never paid dividends on its capital stock, and it may not pay any dividends in the foreseeable future.
Future Outlook
The company plans to rapidly expand its operations in the commercial B2C space by leveraging the ADAM system and the advantages of a robotics-enabled business. They also plan to rapidly expand their operations in the commercial B2C space by leveraging the ADAM system, and the innate advantages of a robotics enabled business. The company anticipates that MSAs will become more important in the future as the service robot technology is proven out in the market and becomes more visible. The company expects to generate a significant portion of its future revenues from its MSAs.
Management Comments
- The company's mission is to integrate robotics and automation into our everyday lives.
- The company envisions itself becoming the first robotics Super-operator, where thousands of our robots are deployed out in the field and managed by Richtechs AI Cloud Platform (ACP).
- The company believes its ability to form enterprise level partnerships will be a major differentiating factor between it and competitors over the next two-three years.
- The company believes its robotics-based franchise business is the best way to capitalize on its technology allowing it to produce food and beverage delivery products at a lower cost than competitors.
- The company believes it is one of the current leaders in the service robotics market due to its first-mover advantage, reliable technology, broad product offerings, and distribution network.
Industry Context
The document highlights the growing trend of automation in labor-intensive industries, particularly in hospitality, due to labor shortages. The company positions itself as a leader in the service robotics market, addressing the need for automation in various sectors. The document also notes that the nonindustrial service robotics market is still in the early stages of adoption and implementation.
Comparison to Industry Standards
- The company's Matradee robot is compared to Bear Robotics' Servi robot, noting that Matradee has a 40% larger tray and one extra tray, providing 60% more capacity.
- The company's Richie and Robbie robots are compared to Savioke's Relay robot, highlighting that Richtech's robots have larger carrying capacities and accessory functions such as the AVM.
- The company's DUST-E MX is compared to Avidbots' Neo, noting that the MX offers similar functionality for over $10,000 less and lower maintenance costs.
- The company's DUST-E MX is also compared to Tennant's T7AMR, noting that the T7AMR is bulky and limited in applications due to its design for a rider.
- The company's ADAM robot is compared to Miso Robotics' Flippy, noting that ADAM is expected to be serving hundreds of real customers every day before Flippy gets out of development and testing.
- The company's ADAM robot is also compared to Cafe X, noting that ADAM is able to provide a wider array of food and beverage choices to customers.
Stakeholder Impact
- Shareholders may experience dilution if the company raises additional capital through equity offerings.
- Employees may benefit from the company's growth and expansion.
- Customers may benefit from the company's innovative robotic solutions.
- Suppliers may benefit from the company's increasing demand for components.
- Creditors may be affected by the company's financial performance and ability to repay debts.
Next Steps
- The company plans to expand its sales teams to increase coverage across all hospitality sectors.
- The company will continue to work with hotel clients to implement room service robots.
- The company will launch and scale its robotics franchise brand.
- The company plans to continue to place strong emphasis on forming enterprise relationships.
- The company plans to expand its marketing and sales efforts in the education sector.
- The company intends to continue to invest heavily in the technical development of new robots and expand its service offerings.
Legal Proceedings
- The company is not currently a party to any legal proceedings that would have a material adverse effect on its business.
Related Party Transactions
- In December 2022, Zhenwu Huang transferred 1,200,000 shares of Class A common stock to Phil Zheng in exchange for $30,000.
- The company has related party balances with Uplus Academy LLC, Uplus Academy NLV LLC, Bison Systems LLC, Zhenwu Huang, and Phil Zheng.
Key Dates
- July 2016: Richtech Robotics Inc. was originally founded as Richtech Creative Displays LLC in Nevada.
- September 30, 2023: End of the fiscal year for which the report is filed.
- January 11, 2024: Date of the report, with share information as of this date.
- January 8, 2024: Effective date of the Second Amended and Restated Bylaws.
Keywords
Filings with Classifications
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Quarterly Report
- The company's net loss increased significantly compared to the same period last year, indicating worse than expected financial performance.
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.
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.
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.