Richtech Robotics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On May 16, 2025, Richtech Robotics Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”), with Rodman & Renshaw LLC (“Rodman”), which will serve as the lead agent, H.C. Wainwright & Co., LLC (“Wainwright”) and BTIG, LLC (“BTIG”) (each of Rodman, Wainwright and BTIG individually, an “Agent” and, collectively, the “Agents”), pursuant to which and the ATM Prospectus (as defined below), the Company may offer and sell, from time to time through or to Rodman or such other Agent selected by Rodman (the “Designated Agent”), as sales agent and/or principal, shares of the Company’s Class B common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $100 million (the “Shares”).
The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related base prospectus (File No. 333-284779) initially filed by the Company with the Securities and Exchange Commission (the “SEC”), on February 7, 2025, as amended on April 18, 2025 and May 14, 2025, respectively, and declared effective by the SEC on May 15, 2025, and the related prospectus supplement filed by the Company with the SEC on May 16, 2025 (the “ATM Prospectus”).
Pursuant to the ATM Agreement, the Designated Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in the United States for Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Designated Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. The Designated Agent is not required to sell any number or dollar amount of the Shares but will use commercially reasonable efforts consistent with the customary market practices for similar transactions and in compliance with applicable laws and regulations to sell the Shares pursuant to the ATM Agreement from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose. The Company is not obligated to make any sales of the Shares under the ATM Agreement. The offering of Shares pursuant to the ATM Agreement and the ATM Prospectus will terminate upon the earliest of (a) the sale of all of the Shares subject to the ATM Prospectus and (b) the termination of the ATM Agreement by the Company or each Agent (solely with respect to such terminating Agent), as permitted therein.
The Company will pay to Rodman a fixed cash commission rate equal to 3.0% of the gross sales price of any Common Stock sold under the ATM Agreement and has agreed to provide each Agent with customary indemnification and contribution rights. The Company will also reimburse Rodman for certain specified expenses in connection with entering into the ATM Agreement.
The ATM Agreement also provides that Rodman shall act as our exclusive and sole sales agent for each and every at-the-market program (or facility), current or subsequent, to be established and/or used by us during the twelve (12) month period commencing on May 16, 2025.
The ATM Agreement also contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01. A copy of the opinion of Fennemore relating to the legality of the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 5.1 | Opinion of Fennemore | |
| 10.1 | At the Market Offering Agreement, dated May 16, 2025, by and among the Company and Rodman & Renshaw LLC, H.C. Wainwright & Co., LLC, and BTIG, LLC | |
| 23.1 | Consent of Fennemore (included in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
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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: May 16, 2025 | |||
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