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Richtech Robotics

Richtech Robotics is an American automation company based in Las Vegas.1 Its shares trade on Nasdaq under the symbol RR.1

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Last updated Oct 21, 2026.

Overview

$5.0MRevenue, fiscal 20253
-$49.1MNet income, fiscal 20253

Compare with Nauticus Robotics, Inc., A2Z CUST2MATE SOLUTIONS CORP. or Serve Robotics, or pick any stock.

  • TickerRR on Nasdaq1
  • IndustryGeneral Industrial Machinery & Equipment, NEC1
  • HeadquartersLas Vegas1
  • Websitewww.richtechrobotics.com
  • Incorporated inNV4
  • Business address2975 Lincoln Road, Las Vegas, Nv 891154
  • Filer category, Emerging growth company4
  • Legal formCorporation

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Richtech Robotics image from its website
Image: richtechrobotics.com5

The Medbot line of robots has been discontinued while we develop new robotic technologies to better service the healthcare sector.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

35.9%Gross margin3
-340.9%Operating margin3
-972.7%Net margin3
19.0%Revenue growth, 20253
-19.6%Return on equity3
-$14.1MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Robotic Sales brought in 36% of the revenue Richtech Robotics broke down this way in fiscal 2025.

  1. Robotic Sales$2.3M336%
  2. Leasing$1.4M322%
  3. Rental Arrangements$1.4M322%
  4. Robots Service$692.0K311%
  5. Retail And Management Services$615.0K39%
Products and services by year
Products and services2025
Robotic Sales$2.3M
Leasing$1.4M
Rental Arrangements$1.4M
Robots Service$692.0K
Retail And Management Services$615.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue49¢$3.2M
  • Research and development50¢$3.3M
  • Income tax1¢$96.0K

Out of $5.0M in revenue.3 The company lost money this year.

Financial statements

Revenue783$5.0M in 2025−17% since 2022
0$2.5M$5.0M$7.5M$10.0M2022: $6.0M$6.0M20222023: $8.8M$8.8M2023+45%2024: $4.2M$4.2M2024−52%2025: $5.0M$5.0M2025+19%
Gross profit783$1.8M in 2025−54% since 2022
0$2.0M$4.0M$6.0M$8.0M2022: $4.0M$4.0M20222023: $6.0M$6.0M2023+52%2024: $2.7M$2.7M2024−55%2025: $1.8M$1.8M2025−33%
Operating income783-$17.2M in 2025+4474% since 2022
-$20.0M-$15.0M-$10.0M-$5.0M0$5.0M2022: -$376.0K-$376.0K20222023: $289.0K$289.0K20232024: -$7.8M-$7.8M20242025: -$17.2M-$17.2M2025+121%
Net income783-$49.1M in 2025+9579% since 2022
-$60.0M-$40.0M-$20.0M02022: -$507.0K-$507.0K20222023: -$339.0K-$339.0K2023−33%2024: -$1.4M-$1.4M2024+304%2025: -$49.1M-$49.1M2025+3487%

Every line of the income statement as filed: the last 2 fiscal years (annual) or 3 quarters (quarterly), latest first.3

Period ending2025-09-302024-09-30
Revenue, net$5.0M$4.2M
Cost of revenue, net$3.2M$1.5M
Gross profit$1.8M$2.7M
Research and development$3.3M$2.6M
Sales and marketing$741.0K$1.3M
General and administrative$15.0M$6.5M
Total operating expenses$19.0M$10.5M
Income (loss) from operations-$17.2M-$7.8M
Investment income$2.2M$13.0K
Other income (loss)-$34.2M$7.6M
Interest expense, net-$83.0K-$762.0K
Total other expense-$32.1M$6.8M
Loss before income tax expense-$49.3M-$942.0K
Income tax benefit / (expense)$96.0K-$426.0K
Consolidated net loss-$49.2M-$1.4M
Less: Net loss Attributable to Non-Controlling Interest-$108.0K
Net loss attributable to common stockholders-$49.1M-$1.4M
Basic net loss per share of common stock (in Dollars per share)-$0.40-$0.02
Diluted net loss per share of common stock (in Dollars per share)-$0.40-$0.02
Weighted average shares used to compute basic net loss per share (in Shares)122.0M shares70.0M shares
Weighted average shares used to compute diluted net loss per share (in Shares)122.0M shares70.0M shares

Compare Richtech Robotics with another company

Corporate structure

Richtech Robotics sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Richtech Robotics

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Richtech Robotics, latest Mar 27, 2026 (2 filings since Jan 30, 2026)
  • BlackRock Filed SCHEDULE 13G on Richtech Robotics, latest Jan 21, 2026 (3 filings since Jul 17, 2025)
  • INTRACOASTAL CAPITAL, LLC Filed SC 13G on Richtech Robotics, latest Sep 6, 2024
  • Richtech Robotics Las Vegas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Richtech Robotics reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$788.0K8 Sep 30, 2024$63.0K8 Sep 30, 2023+1150.8%
Leasehold improvements$4.0K8 Sep 30, 2024$4.0K8 Sep 30, 20230%
Property and equipment, before depreciation$6.1M3 Sep 30, 2025$913.0K3 Sep 30, 2024+563.4%
Accumulated depreciation$263.0K3 Sep 30, 2025$71.0K3 Sep 30, 2024+270.4%
Property and equipment, net$5.8M3 Sep 30, 2025$842.0K3 Sep 30, 2024+588.1%
Operating-lease assets (leased space)$731.0K3 Sep 30, 2025$506.0K3 Sep 30, 2024+44.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$185.6M3 Sep 30, 2025$14.6M3 Sep 30, 2024+1174.0%
Marketable securities, current$66.4M3 Sep 30, 2025$15.9M3 Sep 30, 2024+316.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$10.7M3 Sep 30, 2025$7.6M3 Sep 30, 2024+40.6%
Finite-lived intangibles, gross$12.0M3 Sep 30, 2025$7.7M3 Sep 30, 2024+55.8%
Accumulated amortization$1.3M3 Sep 30, 2025$68.0K3 Sep 30, 2024+1757.4%
Finite-lived intangibles, net$10.7M3 Sep 30, 2025$7.6M3 Sep 30, 2024+40.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.1M3 Sep 30, 2025$1.0M3 Sep 30, 2024+9.3%
Raw materials$811.0K3 Sep 30, 2025$619.0K3 Sep 30, 2024+31.0%
Finished goods$313.0K3 Sep 30, 2025$409.0K3 Sep 30, 2024−23.5%

Properties, in its own words

Our strategy regarding facilities is to maintain flexibility while ensuring adequate space to support our growing operational and public company infrastructure. Our principal facilities consist of corporate headquarters, research and development space, and limited retail space, primarily located in Las Vegas, Nevada, as further described below.

Corporate Facilities and Headquarters

The rest of Item 2

During the fiscal year ended September 30, 2025, we completed a significant transaction related to our corporate headquarters, transitioning from a purely leased model to a hybrid ownership model.

Owned Facility (New Headquarters): In April 2025, we purchased an office building located at 2975 Lincoln Rd, Las Vegas, Nevada 89115. This acquisition was completed to accommodate the Company’s expanded infrastructure requirements resulting from its transition to a public company and the growth of its administrative and R&D functions. This owned property serves as the primary corporate headquarters and is recorded as Property, Plant, and Equipment on the consolidated balance sheet.

Leased Facility (Prior Headquarters): We continue to lease office facilities located at 4175 Cameron St, Ste 1 & 2 & A1 & A2 & C & 5, Las Vegas, NV 89103. This facility, comprising 15,792 square feet, continues to be leased under a non-cancelable operating lease agreement, with the current term expiring on August 31, 2027. This space is currently utilized for dedicated R&D laboratory space and overflow administrative support, enabling the Company to maintain aggressive development timelines outside of the new corporate environment. The annual rent for fiscal 2025 for this remaining leased space was $268,277.71.

Retail and Other Leased Facilities

Clouffee and Tea Retail Lease: On October 4, 2024, the Company entered into a new lease agreement for retail space at Space No. B187 in Town Square Las Vegas, 6587 Las Vegas Boulevard South, Las Vegas, Nevada 89119. This location operates under the name “Clouffee and Tea.” The lease has a term of five (5) years and encompasses approximately 1,000 square feet. The store opened in late January 2025, which was also the rental lease commencement date.

The following table sets forth information as to the real property currently leased by us:

Lessor · Lessee · Location · Area (Square Feet) · Annual Rent FY2025 · Current Term Expires · Use

Cameron Industrial Park, LLC · Richtech Robotics Inc. · 4175 Cameron St, Ste 1 & 2 & A1 &A2 & C & 5, Las Vegas, NV 89103 · 15,792 · 268,277.71 · August 31, 2027 · R&D

SRMF Town Square Owner LLC · Alphamax Management LLC · 6587 Las Vegas Blvd South B187, Las Vegas, Nevada 89119 · 1,000 · 33,333.33 · January 31, 2030 · Store

Item 2 of the 10-K filed Jan 20, 2026.6

Leadership

Who has led Richtech Robotics, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Zhenwu Huang2023–now

President

  1. Matthew G. Casella2023–now

Chief financial officer

  1. Zhenqiang Huang2023–now

Chief operating officer

  1. Phil Zeng2023–now
2025
Board members and other officers (5)

Timeline

  1. Oct 2, 20268-K Executive or director change; Shareholder vote20
  2. Sep 21, 20268-K Other events21
  3. Aug 25, 20268-K Executive or director change; Other events22
  4. Jul 28, 20268-K Other events23
  5. Jun 12, 20268-K Earlier financial statements no longer reliable24
  6. Jun 3, 20268-K Completed an acquisition or sale; Other events25
  7. May 28, 20268-K Listing notice or transfer; Other events26
  8. Apr 7, 20268-K Entered a material agreement27
  9. Mar 30, 20268-K Change of auditor28
  10. Mar 19, 20268-K Change of auditor29
  11. Jan 30, 20268-K Entered a material agreement; Unregistered sale of shares; Other events30
  12. Dec 5, 20258-K Executive or director change31
  13. Nov 13, 2023New chief executive Zhenwu Huang becomes CEO13
  14. Nov 2023Went public Listed on NASDAQ1

Filings

169 filings to the SEC since October 2021: 7 annual reports, 10 quarterly reports, 34 major events, 28 insider forms, 6 large holders, 1 private raises, 83 other. The latest 20:

  1. Oct 7, 2026S-8 POS REGISTRATION STATEMENT EDGAR
  2. Oct 7, 2026S-8 POS REGISTRATION STATEMENT EDGAR
  3. Oct 2, 20268-K CURRENT REPORT EDGAR
  4. Sep 21, 20268-K CURRENT REPORT EDGAR
  5. Sep 10, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  6. Sep 9, 2026POS EX POST-EFFECTIVE AMENDMENT TO FORM S-1 EDGAR
  7. Sep 8, 2026DEF 14A PROXY STATEMENT EDGAR
  8. Aug 25, 20268-K CURRENT REPORT EDGAR
  9. Aug 19, 202610-Q QUARTERLY REPORT EDGAR
  10. Aug 14, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  11. Aug 7, 202610-Q QUARTERLY REPORT EDGAR
  12. Aug 7, 202610-Q/A AMENDMENT NO. 1 TO FORM 10-Q EDGAR
  13. Aug 7, 202610-K/A AMENDMENT NO. 1 TO FORM 10-K EDGAR
  14. Jul 28, 20268-K CURRENT REPORT EDGAR
  15. Jun 12, 20268-K CURRENT REPORT EDGAR
  16. Jun 3, 20268-K CURRENT REPORT EDGAR
  17. May 28, 20268-K CURRENT REPORT EDGAR
  18. May 15, 2026NT 10-Q NOTICE OF LATE FILING EDGAR
  19. Apr 7, 20268-K CURRENT REPORT EDGAR
  20. Mar 30, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR

The 169 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

12 open-market trades by officers, directors and large owners since October 2021: 2 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 19, 2026Casella Matthew G.Sale12,500$2.68$33.5KForm 4
Feb 17, 2026Casella Matthew G.Sale20,000$2.79$55.8KForm 4
Feb 13, 2026Casella Matthew G.Sale40,000$3.00$120.0KForm 4
Oct 1, 2025Huang ZhenwuChief Executive OfficerBuy200,000Form 4
Oct 1, 2025Zheng PhilChief Operating OfficerBuy200,000Form 4
Sep 22, 2025Zheng PhilChief Operating OfficerSale100,000$5.11$511.0KForm 4
Aug 26, 2025Zheng PhilChief Operating OfficerSale100,000$3.01$301.0KForm 4
Jun 5, 2025Zheng PhilChief Operating OfficerSale54,787$2.53$138.6KForm 4
Jun 3, 2025Zheng PhilChief Operating OfficerSale40,000$2.48$99.2KForm 4
May 29, 2025Zheng PhilChief Operating OfficerSale105,213$2.64$277.8KForm 4
Mar 13, 2025Casella Matthew G.Sale60,000$1.67$100.2KForm 4
Aug 8, 2024King Bliss Ltd10% ownerSale2,200,000$0.34$748.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Matthew Casella$185.0K35
2025Zhenwu (Wayne) Huang50$126.0K35
2025Phil Zheng34$125.4K35
2024President$168.7K35
2024COO$133.7K35
2024CEO$120.0K35

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 27, 2026Raised $38.7 million in a private offering of equity Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.15,177,129$32.0M0.0%+2,713,788
Marshall Wace, Llp6,746,011$14.2M0.0%+3,935,598
Vanguard Capital Management LLC6,576,161$13.9M0.0%−478,558
State Street Corp6,007,899$12.7M0.0%+1,465,296
Davidson Kempner Capital Management LP5,000,000$10.6M0.3%−3,500,000
Geode Capital Management, LLC4,585,654$9.7M0.0%+701,428
Millennium Management LLC3,067,710$6.5M0.0%−124,382
UBS Group AG1,664,078$3.5M0.0%+766,126
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.1,635,961$3.4M0.0%+115,306
Bank Of America Corp /de/1,598,954$3.4M0.0%−248,822
Susquehanna International Group, Llp1,540,112$3.2M0.0%+153,852
Northern Trust Corp1,470,681$3.1M0.0%+179,536
Themes Management Co LLC1,332,890$2.8M1.9%+865,860
Vanguard Portfolio Management LLC1,255,045$2.6M0.0%−299,733
Two Sigma Investments, LP1,124,240$2.4M0.0%−1,113,741
Vanguard Fiduciary Trust Co1,044,453$2.2M0.0%−14,532
Barclays PLC1,015,657$2.1M0.0%−214,152
Tudor Investment Corp Et Al812,011$1.7M0.0%New
Lazard Asset Management LLC758,967$1.6M0.0%New
ExodusPoint Capital Management, LP739,456$1.6M0.0%+517,481
Deutsche Bank Ag\713,462$1.5M0.0%+586,179
Morgan Stanley713,205$1.5M0.0%+13,457
Bank of New York Mellon Corp590,288$1.2M0.0%+182,264
Charles Schwab Investment Management Inc553,356$1.2M0.0%+82,897
Citadel Advisors LLC470,100$991.9K0.0%−349,160

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Richtech Robotics is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRICHTECH ROBOTICS INC.2
  • CIK0001963685
  • Employer ID (EIN)88-28701066
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inNevada6
  • Fiscal year endsSeptember 302
  • Industry code (SIC)3569 General Industrial Machinery & Equipment, NEC2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address2975 Lincoln Road, Las Vegas, NV 891152
  • Phone86623638352
  • Shares outstanding39,934,846 Common Class A shares; 175,161,127 Common Class B shares as of Jan 20, 20266
  • Public float$0 as of Sep 30, 20253
  • AuditorBush & Associates CPA LLC, Henderson, Nevada PCAOB ID 6797; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceFeb 13, 20232
  • Filings169 in all: 8-K (32), 4 (18), CORRESP (12), UPLOAD (11), 10-Q (9), 3 (8), 144 (6), EFFECT (5)2
    All 41 form types

    10-K/A (4), S-1 (4), S-1/A (4), 10-K (3), DRS/A (3), DRSLTR (3), NT 10-K (3), NT 10-Q (3), S-8 POS (3), SCHEDULE 13G (3), 4/A (2), 424B4 (2), 424B5 (2), 8-K/A (2), DEF 14A (2), DEF 14C (2), DRS (2), S-1MEF (2), S-3/A (2), S-8 (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 10-Q/A (1), 8-A12B (1), CERT (1), D (1), DEFA14A (1), FWP (1), POS EX (1), PRE 14C (1), S-3 (1), S-3ASR (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Jan 20, 2026
    Quarterly report (10-Q) Aug 19, 2026
    Proxy statement (DEF 14A) Sep 8, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Class B Common Stock, par value $0.0001 per shareRRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Jan 20, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Richtech Robotics names in Item 1A of its 10-K filed Jan 20, 2026: 48 risks under these headings, as written.6

  • Risks Related to Our Industry and Business
  • We operate in an emerging market, which makes it difficult to evaluate our business and prospects. If markets for service robotics develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.
  • We operate in an emerging industry that is subject to rapid technological change and will experience increasing competition.
  • Our business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders.
  • We have limited experience in operating our robots in a variety of environments. Unforeseen safety issues with our products could result in injuries to people which could result in adverse effects on our business and reputation.
  • We currently have and target many customers, suppliers and production counterparties that are large corporations with substantial negotiating power, exacting product, quality and warranty standards and potentially competitive internal solutions. If we are unable to sell our products to these customers or are unable to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, our prospects and results of operations will be adversely affected.
  • We must successfully manage product introductions and transitions in order to remain competitive.
  • Our international expansion plans, if implemented, will subject us to a variety of risks that may harm our business.
  • We continue to implement strategic initiatives designed to grow our business. These initiatives may prove costlier than we currently anticipate and we may not succeed in increasing our revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.
  • Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.
  • We rely on third party manufacturers/suppliers and expect to continue to do so for the foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of our products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
  • Some of our products incorporate certain components from sole source suppliers, and if our contract manufacturers are unable to source these components on a timely basis, due to fabrication capacity issues or other material supply constraints, or if there are interruptions in our, or our contract manufacturers’, relationships with these third-party suppliers, we may not be able to deliver our products to our distributors and customers, which may adversely impact our business.
The other 37 risks
  • Components used in our sensors may fail as a result of manufacturing, design or other defects over which we have no control and render our devices permanently inoperable.
  • Our robots are highly technical and could be vulnerable to hardware errors or software bugs, which may harm our reputation and our business.
  • We may incur significant direct or indirect liabilities in connection with our product warranties which could adversely affect our business and operating results.
  • Our future success depends in part on recruiting and retaining key personnel and if we fail to do so, it may be more difficult for us to execute our business strategy. We may need to hire additional qualified personnel to effectively implement our strategic plan, and if we are unable to attract and retain highly qualified employees, we may not be able to continue to grow our business.
  • Our insurance coverage strategy may not be adequate to protect us from all business risks.
  • The Company’s business can be impacted by political events, trade and other international disputes, geopolitical
  • tensions, conflicts, and other business interruptions.
  • Risks Related to Our Intellectual Property
  • If we fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.
  • In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.
  • Under a certain number of our agreements, we are required to provide indemnification in the event our technology causes harm to third parties.
  • Risks Related to Compliance
  • We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing, distribution, servicing, or use of its products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if it is unable to modify its products to comply.
  • We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and financial position.
  • We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of our products.
  • We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business.
  • We are subject to governmental export controls and sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws. Changes to such laws and regulations, as well as changes to trade policy, import laws, and tariffs, may also have a material adverse effect on our business, financial condition and results of operations.
  • Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.
  • If we fail to comply with the laws and regulations relating to the collection of sales tax and payment of income taxes in the various states in which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.
  • General Risks Associated with Our Company
  • Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects.
  • If we were to lose the services of members of our senior management team, we may not be able to execute our business strategy.
  • We may pursue acquisitions, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.
  • Our ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources.
  • We are an “emerging growth company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our Class B common stock less attractive to investors.
  • We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
  • We have identified a material weakness in our internal control over financial reporting as of September 30, 2025. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
  • We incur significantly increased costs as a result of and devote substantial management time to operating as a public company.
  • Our ability to use our net operating loss carryforwards may be limited.
  • Our management has limited experience in operating a public company.
  • Risks Related to Ownership of Our Class B Common Stock
  • An active trading market for our Class B common stock may not develop or be sustained.
  • The market price and trading volume of our Class B common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.
  • The dual-class structure of our common stock has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions, including a change in control.
  • The dual-class structure of our common stock may adversely affect the trading market for our Class B common stock.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • Future sales of our Class B common stock or securities convertible into our Class B common stock may depress our stock price.
  • There can be no assurance that we will continue to be able to comply with the continued listing standards of Nasdaq.
  • Our directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change of corporate control.
  • Anti-takeover provisions contained in our second amended and restated articles of incorporation and second amended and restated bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
  • We have never paid dividends on our capital stock, and we may not pay any dividends in the foreseeable future.

Legal proceedings

From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. As of September 30, 2025, other than as set forth below, we are not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.

On June 2, 2025, a civil action was filed against the Company and certain of its officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025). The complaint asserts claims for breach of contract, breach of express and implied warranties, fraud, and joint venture liability. The plaintiff seeks damages in excess of $600,000, including compensatory and punitive damages. On September 26, 2025, the Company filed a motion to dismiss the case. The Company believes the claims are meritless and is vigorously defending the action. While the outcome of litigation is inherently uncertain, we do not believe this matter will have a material adverse effect on our financial condition, results of operations, or cash flows.

The opening of Item 3, Legal Proceedings.6

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