Form 8-K

8-K — RICHTECH ROBOTICS INC.

Accession: 0001213900-26-064448

Filed: 2026-06-03

Period: 2026-05-29

CIK: 0001963685

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May

29, 2026

Richtech Robotics Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41866

88-2870106

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2975 Lincoln Rd

Las

Vegas, NV 89115

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (866) 236-3835

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class B Common Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.01 Completion of Acquisition or Disposition of Assets.

previously reported on a Current Report on the Form 8-K as filed with the Securities and Exchange Commission on April 7, 2026, Richtech

Robotics Inc., a Nevada corporation (the “Company”), entered into a purchase and sale agreement, dated as of

April 1, 2026 (the “Purchase and Sale Agreement”), with PSIF EBS Rainbow LLC, a Delaware limited liability company

(the “Seller”), with respect to the purchase of property, as described in more detail in the Purchase and Sale Agreement,

including an approximately 79,325 square foot building located at 9530 S. Rainbow Blvd., Las Vegas, Nevada 89139 (the “Property”).

On May 15, 2026, the Company assigned its rights and obligations under the Purchase and Sale Agreement to Richtech Rainbow Holdings LLC,

a Nevada limited liability company (“Richtech Rainbow Holdings”) and a wholly-owned subsidiary of the Company. The

purchase price of $21,180,000.00 was paid with the Company’s cash on hand.

May 29, 2026, the Company, via Richtech Rainbow Holdings, completed the purchase of the Property as contemplated in the Purchase and Sale Agreement. The Company intends to utilize the Property as a strategic U.S.-based facility for warehousing, assembly

and light manufacturing, as well as research and development, testing, and robotics-driven data collection and model training to support

the continuous improvement of the Company’s robotics and AI systems.

Item

8.01. Other Events.

June 3, 2026, the Company issued a press release announcing the completion of the Property purchase. A copy of the press release is attached

hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This

Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities

Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included

in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking

statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by,

and information currently available to, the Company’s management. Actual results could differ materially from those contemplated

by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent

written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety

by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,

including those set forth in the “Risk Factors” section of the Company’s Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements

for revisions or changes after the date of this release, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are

being filed herewith:

Exhibit No.

Description

99.1

Press Release, dated June 3, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Richtech Robotics Inc.

By:

/s/ Zhenwu (Wayne) Huang

Name:

Zhenwu (Wayne) Huang

Title:

Chief Executive Officer and Director

Dated: June 3, 2026

EX-99.1 — PRESS RELEASE, DATED JUNE 3, 2026

EX-99.1

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Exhibit 99.1

Richtech Robotics Completes

Strategic Acquisition of Warehouse Facility in Las Vegas to Accommodate Robotics and AI Powered Growth Objectives

Expanded warehouse capacity represents the development

of integrated AI powered infrastructure and supply capabilities to drive advancements in the Company’s three strategic pillars,

Industrial, Commercial, and Data Services

LAS VEGAS, June 3, 2026 (GLOBE NEWSWIRE) —

Richtech Robotics Inc. (Nasdaq: RR) (“Richtech Robotics” or “the Company”), a Nevada-based robotics company developing

AI-driven automation solutions for commercial and industrial applications, announces that it has completed the previously announced acquisition

of a facility in Las Vegas, Nevada for a total purchase price of approximately $21.2 million. The acquisition, which was first announced

on April 1, 2026, was completed on May 29, 2026. The 79,325 square foot warehouse facility strategically expands Richtech Robotics’

Las Vegas geographic footprint.

“Building on our strong existing presence

in the Las Vegas region, we have further solidified our commitment to our U.S. asset strategy through this acquisition, equipping us with

an expansive facility to streamline our AI infrastructure design and innovate our robotics portfolio,” said Richtech Robotics’

CEO Wayne Huang. “Further, the incremental investment into this facility enables our operations to serve our target commercial,

industrial, and data services markets. Today’s announcement demonstrates our commitment to making disciplined investments that position

us to competitively innovate and scale across the AI and robotics markets to drive strategic growth opportunities that create long-term

value for our shareholders.”

The facility is expected to provide Richtech Robotics

with dedicated infrastructure to support GPU-enabled computing, robotics data collection, and World Action Model training, with additional

space available for future compute capacity expansion. These capabilities are intended to support the continuous improvement of the Company’s

robotics and AI systems.

The Company currently expects initial data center

operations on the new site to begin in fall 2026. Additionally, the Company’s headquarters and formal office space will expand its

capacity across approximately 20,000 square feet in the new building, with expected occupancy by the end of 2026.

About Richtech Robotics

Richtech Robotics develops advanced robotic solutions

and the data infrastructure that makes its robots more intelligent. Guided by three strategic pillars — Industrial, Commercial,

and Data Services — Richtech Robotics aims to deliver dependable automation, consistent service performance, and continuous AI-driven

improvement at scale. From factory floors to hospitality venues, our robots work alongside people to enhance efficiency, precision, and

quality. Learn more at www.RichtechRobotics.com, and connect with us on X, LinkedIn and YouTube.

Forward Looking Statements

Certain statements in this press release are forward-looking

within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking

words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and

“intend,” among others. Forward-looking statements are predictions, projections and other statements about future events that

are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

These forward-looking statements are based on

Richtech Robotics’ current expectations and actual results could differ materially. There are a number of factors that could cause

actual events to differ materially from those indicated by such forward-looking statements. Investors should read the risk factors set

forth in Richtech Robotics’ Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”)

on January 20, 2026, and periodic reports filed with the SEC on or after the date thereof. All of Richtech Robotics’ forward-looking

statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only

as of the date thereof. New risks and uncertainties arise over time, and it is not possible for Richtech Robotics to predict those events

or how they may affect Richtech Robotics. If a change to the events and circumstances reflected in Richtech Robotics’ forward-looking

statements occurs, Richtech Robotics’ business, financial condition and operating results may vary materially from those expressed

in Richtech Robotics’ forward-looking statements.

Readers are cautioned not to put undue reliance

on forward-looking statements, and Richtech Robotics assumes no obligation and does not intend to update or revise these forward-looking

statements, whether as a result of new information, future events or otherwise.

Contacts:

Investors:

CORE IR

investors@richtechrobotics.com

Media:

Kelsey Romero

press@richtechrobotics.com

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