On August 28, 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 and H.C. Wainwright & Co., LLC ("Wainwright") (each of Rodman and Wainwright 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 August 28, 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.
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