rr-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41866

RICHTECH ROBOTICS INC.

(Exact name of registrant as specified in its charter)

Nevada		88-2870106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2975 Lincoln Rd

Las Vegas, NV 89115

(Address of principal executive offices) (Zip Code)

(866) 236-3835

(Registrant’s telephone number, including area code)

4175 Cameron St Ste 1

Las Vegas, NV 89103

(Former name, former address and former fiscal year, if changed since last report)

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		RR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of February 11, 2026, there were 39,934,846 shares of our Class A common stock and 183,661,127 shares of our Class B common stock issued and outstanding.

RICHTECH ROBOTICS INC.

Quarterly Report on Form 10-Q/A

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025	1

	Consolidated Statements of Operations for the Three Months ended December 31, 2025 and 2024 (Unaudited)	2

	Consolidated Statements of Stockholders’ Equity for the Three Months ended December 31, 2025 and 2024 (Unaudited)	4

	Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (Unaudited)	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

SIGNATURES		38

EXPLANATORY NOTE

Restatement Background

In connection with the preparation and review of the Richtech Robotics Inc. (the “Company”) financial statements for the quarter ended March 31, 2026, management identified errors in the Company’s previously issued financial statements for the fiscal year ended September 30, 2024, the interim periods ended December 31, 2024, March 31, 2025, June 30, 2025 during fiscal year 2025, the fiscal year ended September 30, 2025, and the quarter ended December 31, 2025 (collectively, the “Affected Financial Statements”). As a result of these findings, on June 9, 2026, the audit committee, in consultation with the Company’s management, determined that the Affected Financial Statements should no longer be relied upon.

Additionally, the Company determined that any previously issued or filed reports, including financial statements, and other communications describing the Affected Financial Statements and related financial information should no longer be relied upon.

The identified errors primarily relate to the Company’s accounting for warrants issued in connection with equity financing transactions, employee and nonemployee stock-based compensation arrangements, transactions executed under a Standby Equity Purchase Agreement dated as of February 15, 2024, with YA II PN, Ltd. (“SEPA”) and related convertible notes payable, and the classification of certain property and equipment. Specifically, the Company did not appropriately evaluate and record certain warrants, including determining the proper classification between equity, mezzanine equity, and liabilities, and did not appropriately recognize fair value at issuance and in subsequent periods. In addition, certain stock-based compensation awards, including non-employee awards issued in the form of warrants requiring mezzanine equity classification and employe awards issued in the form of restricted stock awards, were improperly accounted for, resulting in misstatements of accrued expenses and other payables, mezzanine equity, additional paid-in capital and compensation expense. The Company also identified errors in its accounting for SEPA-related transactions and convertible notes, including incomplete recognition and misclassification of associated balances and related income statement impacts. Further, certain assets were incorrectly classified as depreciable assets, resulting in overstated depreciation expense. The Company also identified errors related to revenue recognition, including adjustments to decrease revenue and increase deferred revenue, as well as related adjustments to increase inventory and decrease cost of goods sold. Additionally, certain intangible assets were not appropriately accounted for due to revisions to their estimated useful lives, resulting in shorter amortization periods (collectively, the “Errors”).

Restatement of Previously Issued Financial Statements

This Amendment to the Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) for the three months ended December 31, 2025 includes unaudited condensed consolidated financial statements as of and for the three months ended December 31, 2025. The Company has restated certain information within this Form 10-Q/A, including the unaudited condensed consolidated financial statements for the three months ended December 31, 2025 and 2024 and the related comparative prior period financial information for the fiscal years ended September 30, 2025 and 2024.

In addition to the restatement adjustments described above, the Company also evaluated other identified errors that were determined to be immaterial, individually and in the aggregate, to the previously issued financial statements for the impacted periods. Such items have been corrected in the period presented in this Form 10-Q/A. The Company has also issued an amendment to its previously issued Annual Report on Form 10-K for the fiscal year ended September 30, 2025 to reflect the correction of these errors and the related restatement of prior period financial information and interim periods for the fiscal year ended September 30, 2025.

The Company evaluated the identified misstatements in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, and SEC Staff Accounting Bulletin No. 99 (“SAB 99”), considering both quantitative and qualitative factors. Based on this evaluation, the Company concluded that the errors were material to the previously issued financial statements for the impacted periods. Accordingly, the Company has restated the affected financial statements to reflect correction of these errors.

See Note 2, Restatement of Previously Issued Financial Statements, to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q/A for additional information regarding the restatement, including a description of the errors and the impact on the Company’s consolidated financial statements and related disclosures.

Except as described above, no other information included in the original Form 10-Q is being amended or updated by this Form 10-Q/A and, other than as described herein, this Form 10-Q/A does not purport to reflect any information or events subsequent to the original Form 10-Q. This Form 10-Q/A continues to describe the conditions as of the date of the original Form 10-Q and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the original Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q/A (this “Report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in this Report and in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (“2025 Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2026, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Our operations and business prospects are always subject to risks and uncertainties including, among others:

	●	Our ability to secure raw materials and components to manufacture sufficient quantities of robots to match demand;

	●	Our ability to secure enterprise clients and deals in the face of growing competition;

	●	Assumptions around the speed of robotic adoption in service environments;

	●	Assumptions relating to the size of the market for our products and services;

	●	Unanticipated regulations of robots and automation that add barriers to adoption and have a negative effect on our business;

	●	Our ability to obtain and maintain intellectual property protection for our products;

	●	Investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings, including with respect to our intellectual property and our technology;

	●	Level of product service failures that could lead our customers to use competitors’ services;

	●	Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing

	●	Our ability to procure inventory and components from China may be affected by geopolitical tensions, conflict, tariffs, trade restrictions, public health issues, and other business interruptions;

	●	The possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

	●	Other risks and uncertainties described under the section titled “Risk Factors” in the 2025 Annual Report.

These forward-looking statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section contain in this Report and in the “Risk Factors” and other sections of the 2025 Annual Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from, and worse than, what we expect. We qualify all our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Report relate only to events or information as of the date of this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect.

iii

PART I - FINANCIAL INFORMATION

ITEM 1. Unaudited Financial Statements

RICHTECH ROBOTICS INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share and per share data)

	December 31,			September 30,
	2025 (Restated)			2025 (Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	138,023		$	185,574
Short term investment		190,471			66,363
Accounts receivable, net of allowance for doubtful accounts		1,890			1,780
Inventory		1,707			1,124
Prepaid expenses and other current assets		324			429
Total current assets		332,415			255,270
Property and equipment, net		5,760			5,794
Notes receivable		528			523
Operating lease right-of-use-assets		607			731
Intangible assets, net		10,405			10,715
Other assets, non-current		647			640
Total assets	$	350,362		$	273,673
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	132		$	397
Deferred revenue		434			248
Accrued expenses and other payables		1,854			1,376
Tax payables		92			55
Operating lease liabilities, current		281			301
Warrant liability		4,134			19,285
Total current liabilities		6,927			21,662
Long-term payables		112			118
Operating lease liabilities, non-current		326			429
Total liabilities		7,365			22,209
Commitments and contingencies (Notes 13)
Mezzanine equity		249			634
Stockholders’ equity:
Class A common stock, $0.0001 par, 100,000,000 shares authorized as of December 31, 2025 and September 30, 2025; 39,934,846 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	$	4		$	4
Class B common stock, $0.0001 par, 1,000,000,000 and 200,000,000 shares authorized as of December 31, 2025 and September 30, 2025, respectively; 174,299,223 shares and 154,656,592 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively.		18			16
Additional paid-in capital		402,803			300,701
Accumulated other comprehensive income		356			393
Accumulated deficit		(60,386	)		(50,241	)
Non-controlling interests		(47	)		(43	)
Total stockholders’ equity		342,748			250,830
Total liabilities, mezzanine equity and stockholders’ equity	$	350,362		$	273,673

See accompanying Notes to Unaudited Financial Statements

RICHTECH ROBOTICS INC.

Unaudited Consolidated Statements of Operations

For the three months ended December 31, 2025 and 2024

(In thousands, except share and per share data)

	2025 (Restated)			2024 (Restated)
Revenue, net	$	1,071		$	1,257
Cost of revenue, net		1,041			443
Gross profit		30			814

Operating expenses:
Research and development		1,131			484
Sales and marketing		3,061			245
General and administrative		8,209			4,014
Total operating expenses		12,401			4,743
Income (loss) from operations		(12,371	)		(3,929	)
Non-operating income(expense):
Investment income		3,401			333
Other income (loss)		(1,181	)		(25,965	)
Interest expense, net		(2	)		(4	)
Total other income / (expense), net		2,218			(25,636	)
Loss before income tax expense		(10,153	)		(29,565	)
Income tax benefit/(expense)		-			-
Consolidated net loss		(10,153	)		(29,565	)
Less: Net loss attributable to non-controlling interest (“NCI”)		(8	)		(21	)
Net loss attributable to common stockholders	$	(10,145	)	$	(29,544	)
Basic and diluted net loss per share of common stock	$	(0.05	)	$	(0.31	)
Weighted average shares used to compute basic and diluted net loss per share		197,731,671			95,785,054

See accompanying Notes to Unaudited Financial Statements

RICHTECH ROBOTICS INC.

Unaudited Consolidated statements of Comprehensive Income

For the three months ended December 31, 2025 and 2024

(In thousands, except share and per share data)

	2025 (Restated)			2024 (Restated)
Net loss attributable to common stockholders		(10,145	)		(29,544	)
Other comprehensive income:
Unrealized net gain (loss) on investments, net of tax		(37	)		-
Comprehensive loss	$	(10,182	)	$	(29,544	)

See accompanying Notes to Unaudited Financial Statements

RICHTECH ROBOTICS INC.

Unaudited Consolidated Statements of Equity

For the three months ended December 31, 2025 and 2024

(in thousands, except per share data)

	Common stock*								Additional			Accumulated Other			Retained earnings						Total
	Class A				Class B				Paid-in			Comprehensive			(Accumulated						Shareholders’
	Shares		Amount		Shares		Amount		Capital			Income			deficit)			NCI			equity
Balance at September 30, 2025		39,934,846	$	4		154,656,592	$	16	$	300,701		$	393		$	(50,241	)	$	(43	)	$	250,830
Issuance of shares upon exercise of warrants for cash		-		-		4,485,946		-		26,530			-			-			-			26,530
Issuance of new shares for cash		-		-		15,156,685		2		69,063			-			-			-			69,065
Net loss attributable to NCI		-		-		-		-		-			-			-			(8	)		(8	)
Capital contribution from NCI		-		-		-		-		-			-			-			4			4
Stock-based compensation – shares issuable		-		-		-		-		8,202			-			-			-			8,202
Other comprehensive loss		-		-		-		-		-			(37	)		-			-			(37	)
Tax withholding for employee net share settlement										(1,693	)											(1,693	)
Net loss attributable to common stockholders		-		-		-		-		-			-			(10,145	)		-			(10,145	)
Balance at December 31, 2025 (Restated)		39,934,846	$	4		174,299,223	$	18	$	402,803		$	356		$	(60,386	)	$	(47	)	$	342,748

	Common stock*								Additional		Retained earnings						Total
	Class A				Class B				Paid-in		(Accumulated						Shareholders’
	Shares		Amount		Shares		Amount		Capital		deficit)			NCI			equity
Balance at September 30, 2024		39,934,846	$	4		53,795,254	$	6	$	35,044	$	(1,167	)	$	-		$	33,887
Issuance of common shares for Intangible asset acquisition		-		-		5,788,849		-		3,697		-			-			3,697
Issuance of shares upon exercise of warrants for cash		-		-		5,973,667		1		20,405		-			-			20,406
Shares issued to employees		-		-		781,348		-		516		-			-			516
Shares issued for services		-		-		1,126,991		-		928		-			-			928
Net loss attributable to NCI		-		-		-		-		-		-			(21	)		(21	)
Net loss attributable to common stockholders		-		-		-		-		-		(29,544	)		-			(29,544	)
Balance at December 31, 2024 (Restated)		39,934,846	$	4		67,466,109	$	7	$	60,590	$	(30,711	)	$	(21	)	$	29,870

See accompanying Notes to Unaudited Financial Statements

RICHTECH ROBOTICS INC.

Unaudited Consolidated Statements of Cash Flows

For the three months ended December 31, 2025 and 2024

(In thousands)

	2025 (Restated)			2024 (Restated)
Cash flows from operating activities:
Consolidated net loss	$	(10,153	)	$	(29,565	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in fair value of warrant liability		1,810			25,965
Accounts receivable		(110	)		(755	)
Inventory		(583	)		(188	)
Prepaid expenses and other current assets		105			(20	)
Amortization of operating lease right-of-use assets		124			(167	)
Accounts payable		(265	)		380
Deferred revenue		186			-
Tax payable		37			26
Accrued expenses and other payable		(1,217	)		73
Depreciation and amortization		377			281
Stock based compensation		8,202			1,444
Change in operating lease liabilities		(123	)		168
Net cash used in operating activities		(1,610	)		(2,358	)
Cash flows from investing activities:
Purchase of property and equipment		(71	)		(138	)
Purchase of short-term investments		(126,220	)		(127	)
Purchase of long-term investments		(9	)		(175	)
Proceeds from maturities and sales of short-term investments		2,116			-
Notes receivable		(5	)		-
Net cash provided by (used in) investing activities		(124,189	)		(440	)
Cash flows from financing activities:
Contributions from non-controlling interests		4
Proceeds from warrants exercise		9,184			-
Loans received from third parties		(6	)		(4	)
Proceeds from issuance of shares of common stock		69,066			8,063
Net cash provided by financing activities		78,248			8,059
Net change in cash and cash equivalents		(47,551	)		5,261
Cash and cash equivalents at beginning of the period	$	185,574		$	14,566
Cash and cash equivalents at end of the period	$	138,023		$	19,827

Supplemental noncash disclosures:
Intangible assets acquired in exchange for common shares	$	-		$	3,697

See accompanying Notes to Unaudited Financial Statements

Notes to the Unaudited Financial Statements

(in thousands, unless otherwise stated)

NOTE 1: Nature of Business

Description of Business

Richtech Robotics Inc. (“we”, “us”, “our” or “Richtech”), is a C-Corporation registered in Nevada. Richtech was originally established as Richtech Creative Displays, LLC in Nevada on July 19, 2016, and converted to a Nevada corporation on June 22, 2022. We completed our initial public offering on November 21, 2023, and shares of our Class B common stock began trading on the Nasdaq Capital Market on November 17, 2023 under the symbol “RR.”

We are a robotics and artificial intelligence (“AI”) technology company focused on developing advanced embodied AI systems that aim to improve the efficiency and productivity of U.S. businesses. Richtech trains proprietary artificial intelligence models on in-house data to operate advanced robotic systems in the real world. We design, engineer, manufacture, and deploy next generation embodied AI systems to serve a wide range of industries—including food service, retail, industrial manufacturing, automotive, healthcare, and hospitality. Our robots are designed to be user friendly, reliable, and highly customizable, with the goal of driving tangible profit and loss (“P&L”) improvements for our customers.

Risk and Uncertainties

Our business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy and geopolitical instability, such as the military conflicts in Ukraine, the Middle East and Venezuela. A host of factors beyond our control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on our financial condition and the results of our operations. In addition, we compete with many companies that currently have extensive and well-funded projects, marketing and sales operations. We may be unable to compete successfully against these companies. Our industry is characterized by rapid changes in technology and market demands. As a result, our products, services, or expertise may become obsolete or unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer and market demands, and enhance our current technology under development.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering on November 21, 2023, (B) in which our total annual gross revenue is at least $1.235 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of our most recently completed second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Notes to the Unaudited Financial Statements

(in thousands, unless otherwise stated)

NOTE 2: Restatement of Previously Issued Financial Statements

We have restated our audited and unaudited consolidated financial statements for all reported periods from September 30, 2024 through December 31, 2025 (collectively, the “Affected Periods”), including the related balance sheets, statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows, along with the applicable notes thereto. We determined that the restatement was necessary following the identification of errors related to the accounting for warrants, depreciation, and stock-based compensation, which were not recognized or measured in accordance with U.S. GAAP in the previously issued financial statements. The restatement corrects these identified errors in the previously issued financial statements for the Affected Periods. The restatement also corrected the number and timing of certain Class A common shares issued during the Affected Periods. The revised share balances are reflected in the accompanying statements of stockholders’ equity and EPS calculations. The specific nature of these errors is described below:

	1.	Placement warrants – Placement agent warrants which should have been recognized as nonemployee share-based compensation presented within mezzanine equity were not recognized. As a result, the balance sheets did not present mezzanine equity, and subsequent exercises of placement agent warrants were improperly measured within APIC.

	2.	Pre-funded and common warrants – Pre-funded and common warrants were not correctly recognized as liabilities at issuance or subsequently measured to fair value at each reporting date. The result is that no warrants were recognized at issuance, no other income (loss) was recognized on the consolidated statements of operations due to changes in the fair value, and the accounting for the exercise of pre-funded and common warrants did not appropriately measure APIC.

	3.	Common inducement warrants – Common inducement warrants were not correctly recognized as liabilities at issuance or subsequently measured to fair value at each reporting date. The result is that no warrants were recognized at issuance, no other income (loss) was recognized on the consolidated statements of operations due to changes in the fair value, and the accounting for the exercise of common inducement warrants did not appropriately measure APIC.

	4.	Cost of revenue – Certain costs incurred in the sale of our products were incorrectly recognized in general and administrative expenses and sales and marketing expenses.

	5.	Research and development - Certain costs incurred in our research and development activities related to employee compensation were incorrectly classified in general and administrative expenses.

	6.	Property and equipment – Depreciation expense was incorrectly recognized due to certain fixed assets being miscategorized.

	7.	Inventory –Inventory balances were understated due to errors in the timing and recognition of costs associated with certain sales transactions. As a result, adjustments were recorded to increase inventory and decrease cost of goods sold.

	8.	Intangible Assets – One of our intangible assets was amortized using a useful life that was not appropriate. We revised the estimated useful life to a longer period, resulting in decreased amortization expense in the Affected Periods.

	9.	Stock based compensation – Certain restricted stock awards were incorrectly classified as liabilities rather than equity-classified awards, resulting in errors in the recognition and measurement of stock-based compensation expense and related balance sheet accounts. In addition, the Company did not properly account for employee tax withholding obligations associated with share-based payment awards, and certain stock-based compensation-related transactions were improperly presented within financing activities in the statement of cash flows.

	10.	Short-term investments - Certain short-term investments acquired were improperly classified as cash and cash equivalents.

	11.	Revenue – Revenue was overstated due to the premature recognition of certain sales that did not meet the criteria for recognition under U.S. GAAP. These amounts have been deferred, resulting in adjustments to decrease revenue and increase deferred revenue.

12.

Professional and legal fees – Certain professional and legal fees associated with equity transactions were incorrectly recognized in additional paid in capital and should have been recognized in general and administrative expenses.

13.

Issuance of shares – The issuance of shares for our intangible asset acquisition, share-based payments to employees and nonemployees, and transfers to (from) ESOP trust were recognized in incorrect interim periods.

As a result of the errors described above, our previously issued unaudited consolidated financial statements for the Affected Periods were materially misstated. We have corrected these errors in the accompanying financial statements for all reported periods from September 30, 2024 through December 31, 2025. The impact of these corrections on our consolidated financial statements for the periods included in this Form 10-Q/A is presented below.

Notes to the Unaudited Financial Statements

(in thousands, unless otherwise stated)

NOTE 2: Restatement of Previously Issued Financial Statements (Cont.)

Restated Audited Consolidated Balance Sheet – As of September 30, 2025

Line item	As Previously Reported on 10-Q			Restatement Adjustment			ID		As Restated
Assets
Current Assets
Cash and cash equivalents	$	193,629		$	(8,055	)		10	$	185,574
Short-term investments		58,308			8,055			10		66,363
Inventory		1,380			(256	)		7		1,124
Total current assets		255,526			(256	)		*		255,270
Non-current assets
Property and equipment, net		5,579			215			6		5,794
Intangible assets, net		9,761			954			8		10,715
Other assets, non-current		638			2			*		640
Total assets	$	272,758		$	915			*	$	273,673
Liabilities
Current liabilities
Accrued expenses and other payable	$	1,377		$	(1	)		*	$	1,376
Warrant liability		-			19,285			2,3		19,285
Total current liabilities		2,378			19,284			*		21,662
Total liabilities		2,925			19,284			*		22,209
Mezzanine equity		-			634			1		634
Stockholders’ equity
Additional paid-in capital		293,156			7,545			1,2,3		300,701
Retained earnings		(23,693	)		(26,548	)		*		(50,241	)
Total stockholders’ equity		269,833			(19,003	)		*		250,830
Total liabilities, mezzanine equity and stockholders’ equity	$	272,758		$	915			*	$	273,673

Restated Unaudited Consolidated Balance Sheet – As of December 31, 2025

Line item	As Previously Reported on 10-Q			Restatement Adjustment			ID		As Restated
Assets
Current Assets
Cash and cash equivalents	$	271,811		$	(133,788	)		10	$	138,023
Short-term investments		56,683			133,788			10		190,471
Inventory		1,878			(171	)		7		1,707
Prepaid expenses and other current assets		322			2			*		324
Total current assets		332,584			(169	)		*		332,415
Non-current assets
Property and equipment, net		5,541			219			6		5,760
Intangible assets, net		9,477			928			8		10,405
Total assets	$	349,384		$	978			*	$	350,362
Liabilities
Current liabilities
Accrued expenses and other payable	$	8,444		$	(6,590	)		9	$	1,854
Deferred revenue		358			76			11		434
Warrant liability		-			4,134			2,3		4,134
Total current liabilities		9,307			(2,380	)		*		6,927
Total liabilities		9,745			(2,380	)		*		7,365
Mezzanine equity		-			249			1		249
Stockholders’ equity
Additional paid-in capital		371,403			31,400			1,2,3,9,12		402,803
Retained earnings		(32,095	)		(28,291	)		*		(60,386	)
Total stockholders’ equity		339,639			3,109			*		342,748
Total liabilities, mezzanine equity, and stockholders’ equity	$	349,384		$	978			*	$	350,362

Notes to the Unaudited Financial Statements

(in thousands, unless otherwise stated)

NOTE 2: Restatement of Previously Issued Financial Statements (Cont.)

Restated Consolidated Statement of Operations – Three Months Ended December 31, 2025

Line item	As Previously Reported on 10-Q			Restatement Adjustment			ID		As Restated
Revenues, net	$	1,147		$	(76	)		11	$	1,071
Cost of revenues		547			494			4,7		1,041
Gross profit		600			(570	)		*		30
Operating expenses
Research and development		448			683			6		1,131
Sales and marketing		188			2,873			4,5		3,061
General and administrative		11,773			(3,564	)		4,5,9,12		8,209
Total operating expenses		12,409			(8	)		*		12,401
Loss from operations		(11,809	)		(562	)		*		(12,371	)
Other expenses
Other income (loss)		-			(1,181	)		2,3		(1,181	)
Total other expenses		3,399			(1,181	)		*		2,218
Loss before income tax expense		(8,410	)		(1,743	)		*		(10,153	)
Consolidated net loss		(8,410	)		(1,743	)		*		(10,153	)
Net loss attributable to common stockholders	$	(8,402	)	$	(1,743	)		*	$	(10,145	)
Basic and diluted net loss per share of common stock	$	(0.04	)						$	(0.05	)

Restated Consolidated Statement of Operations – Three Months Ended December 31, 2024

Line item	As Previously Reported on 10-Q			Restatement Adjustment			ID		As Restated
Cost of revenues	$	123		$	320			4,7	$	443
Gross profit		1,134			(320	)		*		814
Operating expenses
General and administrative		4,303			(289	)		4,5,6,13		4,014
Total operating expenses		5,032			(289	)		*		4,743
Loss from operations		(3,898	)		(31	)		*		(3,929	)
Other expenses
Other income (loss)		-			(25,965	)		2		(25,965	)
Total other expenses		329			(25,965	)		*		(25,636	)
Loss before income tax expense		(3,569	)		(25,996	)		*		(29,565	)
Consolidated net loss		(3,569	)		(25,996	)		*		(29,565	)
Net loss attributable to common stockholders	$	(3,548	)	$	(25,996	)		*	$	(29,544	)
Basic and diluted net loss per share of common stock	$	(0.04	)						$	(0.31	)

Restated Consolidated Statement of Equity – Three Months Ended December 31, 2025

Line item	As Previously Reported on 10-Q		Restatement Adjustment		ID		As Restated
Additional paid-in capital	$	371,403	$	31,400		*	$	402,803
Additional paid-in capital, issuance of shares upon exercise of warrants for cash		9,184		17,346		1,2,3		26,530
Additional paid-in capital, shares issued to employees		-