RR Richtech Robotics Inc. - 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On May 22, 2026, Richtech
Robotics Inc., a Nevada corporation (the “ Company ”) received a notice (the “ Notice ”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), stating that the Company is not in compliance
with Nasdaq Listing Rule 5250(c)(1) (the “ Rule ”), because it has not timely filed its Quarterly Report on Form 10-Q
for the period ended March 31, 2026 (the “ Form 10-Q ”) with the U.S. Securities and Exchange Commission (the “ SEC ”).  The
Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Company is working diligently
to finalize the financial statements and to file the Form 10-Q as soon as practicable.

Under
Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until July 21, 2026, to submit a plan to regain compliance
with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of
the Form 10-Q, or until November 16, 2026, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's
plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq.  If  Nasdaq  does
not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a  Nasdaq  hearings
panel.

The Notice has no immediate
effect on the listing or trading of the Company’s securities.  However, if the Company
fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the Nasdaq Capital Market.

Item 8.01. Other Events.

On May 28, 2026, the Company
issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Press Release, dated May 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

1