SEC Form NT 10-K filed by Richtech Robotics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐  Form N-CSR

For Period Ended: September 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-K

For the Transition Period Ended: _____________________________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED
ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-K for the year ended September 30, 2025 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements for the fiscal year ended September 30, 2025. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We expect to report an approximately 20.9% increase in revenue, to approximately $5.1 million for the fiscal year ended September 30, 2025 (“FY 2025”), compared to $4.2 million for the fiscal year ended September 30, 2024 (“FY 2024”). This increase is primarily attributed to the company’s shift in its business model to emphasize long-term relationships and recurring revenue through leasing and service arrangements. This transition aims to improve customer retention, increase asset lifetime value, and build a predictable revenue base. Gross profit is expected to increase by 37% to approximately $3.7 million in FY 2025, compared to $2.7 million in FY 2024. Gross margin is expected to increase to approximately 73% in FY 2025, up from 64% in FY 2024.

Total operating expenses are expected to increase to approximately $21.1 million in FY 2025, compared to $9.8 million in FY 2024. Our net loss is projected to increase significantly to approximately $15.2 million, compared to $8.1 million in FY 2024. This expected increase in net loss is primarily driven by higher professional service fees associated with financing activities, incremental public company compliance costs, increased research and development investment, and higher general and administrative expenses to support the Company’s expanded operations, as compared to fiscal year 2024.

The foregoing financial information is unaudited, and may be subject to change, and actual results may vary when reported on the Company’s Form 10-K.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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