CHEV 10-Q
Charging Robotics Inc. (CHEV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________________ to __________________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer | ☐ | 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 Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
As of March 31, 2026, and May 14, 2026, there were
INTRODUCTION
In this Quarterly Report on Form 10-Q, unless the context requires otherwise, the terms “we,” “our,” “us,” “the Company,” or “Charging Robotics” refer to Charging Robotics Inc. (formerly Fuel Doctor Holdings, Inc.), a Delaware corporation, its wholly-owned subsidiary, Charging Robotics Ltd., an Israeli company, and its majority-owned subsidiary, Revoltz Ltd., an Israeli company. References to “CR Israel” refer to Charging Robotics Ltd. and references to “Revoltz” refer to Revoltz Ltd.
References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on Form 10-Q for the period ended on March 31, 2026, are translated using the rate of NIS 3.165 to $1.00, based on the exchange rate reported by the Bank of Israel on that date.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Charging Robotics Inc., a Delaware corporation (the “Company”), contains “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the economic environment within which we operate; the Company’s need for and ability to obtain additional financing; security, political and economic instability in the Middle East that could harm our business, including due to the security situation in Israel; and the demand for the Company’s products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the SEC. The forward-looking statements contained in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
CHARGING ROBOTICS INC.
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CHARGING ROBOTICS INC.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2026
U.S. dollars in thousands
(Except share and per share data)
(UNAUDITED)
1
CHARGING ROBOTICS INC.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2026
U.S. dollars in thousands
(Except share and per share data)
(UNAUDITED)
INDEX
F-1
CHARGING ROBOTICS INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
(Except share and per share data)
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Other accounts receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Intangible assets, net (Note 4) | ||||||||
| Goodwill (Note 3) | ||||||||
| Fixed assets, net | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Short term loans | ||||||||
| Payables to related parties (Note 5) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Deferred tax liability (Note 3) | ||||||||
| Other non-current liabilities | $ | $ | ||||||
| Total non-current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity (Note 6) | ||||||||
| Preferred shares, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity attributable to the Company | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
CHARGING ROBOTICS INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
U.S. dollars in thousands
(Except share and per share data)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Research and development costs, net | $ | $ | ||||||
| General and administrative costs | ||||||||
| Total operating expenses | ||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | ||
| Financial expenses, net | ( | ) | ( | ) | ||||
| Equity in losses from investment in affiliate | ( | ) | ||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Tax income | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to non-controlling interest | ( | ) | ||||||
| Net loss attributable to the Company | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Comprehensive loss attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per common stock | $ | ( | ) | $ | ( | ) | ||
| Weighted average common stock outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CHARGING ROBOTICS INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
U.S. dollars in thousands
(Except share and per share data)
| Common stock | Additional Paid in | Receipt on account of | Accumulated other comprehensive | Accumulated | Total Shareholders’ | |||||||||||||||||||||||
| Number | Amount | capital | shares | loss | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||
| Issuance of common stock in a private placement offering | ) | |||||||||||||||||||||||||||
| Receipt on account of shares | - | |||||||||||||||||||||||||||
| Total comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||
| Common Stock | Additional Paid in | Receipt on Account of | Accumulated Other Comprehensive | Accumulated | Non- controlling | Total Stockholder’s Equity | ||||||||||||||||||||||||||
| Number | Amount | Capital | Shares | Loss | Deficit | Interests | (Deficit) | |||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Transactions with non-controlling interests | - | |||||||||||||||||||||||||||||||
| Total comprehensive income | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CHARGING ROBOTICS INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
U.S. dollars in thousands
(Except share and per share data)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Equity in losses from investment in affiliate | ||||||||
| Non-cash interest expenses (income),net | ( | ) | ||||||
| Amortization of technology | ||||||||
| Transactions with non-controlling interests | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in other accounts receivable | ( | ) | ( | ) | ||||
| Increase (decrease) in payables to related parties | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| Decrease in deferred tax liability | ( | ) | ||||||
| Increase in other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock in a private placement offering | ||||||||
| Loans to an affiliate | ( | ) | ||||||
| Receipt on account of shares | ||||||||
| Proceeds from short term loans received | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Effect of changes in foreign exchange rates | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 1 – GENERAL
| A. | Charging Robotics Inc. (the “Company”) was incorporated in the State of Delaware on
On September 29, 2025, the OTC Markets approved a voluntary application submitted by the Company to transfer the listing of the Company’s shares of common stock from the OTC Markets, Pink Tier to the OTCID Basic Market. The Company’s common stock began trading on the OTCID Basic Market at the opening of business on September 30, 2025 under the symbol “CHEV”. |
| B. | On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“CR Ltd.”). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023 (the “Closing”), the Company acquired |
The transactions arising from the Acquisition Agreement were accounted for as a reverse recapitalization. CR Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization because (1) the former shareholders of CR Ltd., as a group, received the largest ownership interest in the Company, based upon the
CR Ltd. was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless electric vehicles (EV) charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer electricity wirelessly. This module can be used for various products such as robotic and stationary platforms. The robotic platform includes a component which is small enough to fit under the vehicle, and which automatically positions itself for maximum-efficiency charging, and upon charging completion automatically returns to its docking station. CR Israel also developed a Wireless EV Charging System for automatic parking lots based on its wireless electricity transfer module.
| C. | On November 22, 2023, the Company announced that CR Ltd. received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project to include installing and demonstrating its solution for wireless charging of EVs in automated parking systems (“APS”). The total approved budget for this project was approximately $ |
| D. | On August 28, 2023, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), to (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented. |
F-6
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 1 – GENERAL (Continued)
On August 28, 2023, the Company submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split.
On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split was completed on April 23, 2024.
| E. | On April 24, 2021, CR Ltd. invested $ |
| F. | In addition to the acquisition detailed above, during the year ended December 31, 2025, the Company issued a total of |
| G. | On June 8, 2025, the Company entered into facility loan agreements (the “Facility Loan Agreements”) with two lenders pursuant to which the Company may draw down from time to time in whole or in part, upon its request, an amount of up to $ |
As part of the Facility Loan Agreements, the Company issued
| H. | On March 4, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”) an aggregate of |
F-7
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 1 – GENERAL (Continued)
| I. | The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and meet its obligations in the normal course of business for the foreseeable future. |
Since its inception, the Company has devoted substantially all its efforts to research and development. The Company has incurred operating losses since its inception and expects to continue to incur operating losses for the near-term. As of March 31, 2026, the Company had an accumulated deficit of approximately $
Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
| J. | On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, Iran, Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and/or ground operations in Lebanon, Syria, Yemen and Iran. Following years of conflict in the region, on October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. On February 28, 2026, the United States and Israel launched joint combat operations in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S. military bases in the region. On April 8, 2026, the United States and Iran agreed to a two-week ceasefire. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. The intensity and duration of the security situation in Israel have been difficult to predict, as are the economic implications on our business and operations and on Israel’s economy in general. Since the outbreak of this recent operation on February 28, 2026, the Company’s operations have not been adversely affected, and the Company has not experienced material disruptions to its business operations. The situation remains highly volatile, and the risk of broader regional escalation involving additional actors persists. The Company continues to assess the ongoing effects of the state of war on its financial statements and business operations and will update its estimates or judgments as appropriate. |
NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
| a. | Unaudited Interim Financial Statements |
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
| b. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
| c. | Recent Accounting Standards |
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
| d. | Use of estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
F-8
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 3 – ACQUISITION OF REVOLTZ
| a. | On April 24, 2021, CR Ltd. invested $ |
| b. | On July 28, 2022, CR Ltd. entered into a convertible loan agreement with Revoltz pursuant to which CR Ltd. was required to loan an amount of $ |
The Total Loan Amount will be converted into shares of Revoltz upon the occurrence of any of the following events (each, a “Trigger Event”):
| i) | The consummation of funding by Revoltz of an aggregate amount of $ |
| ii) | Revoltz has generated an aggregate of $ |
In the event that a Trigger Event will not occur on or prior to the 24-month anniversary of the date on which the Loan Principal Amount is actually extended to Revoltz, the loan will be due and repayable by Revoltz to the Company.
| c. | On June 24, 2025, the Company entered into the Revoltz Exchange Agreement with Revoltz and the Exchanging Shareholders. According to the Revoltz Exchange Agreement, the Company issued an aggregate of |
Concurrently with the Closing, Revoltz signed agreements with certain of its debt holders. Under the terms of such agreements, Revoltz issued
After the Closing, the Company, together with CR Ltd., holds
The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) that was achieved in stages. As a result of the change of control, the Company was required to remeasure CR Ltd.’s pre-existing equity investment in Revoltz at fair value prior to consolidation. CR Ltd. estimated the fair value of its 18.6% pre-existing investment in Revoltz to be approximately $
F-9
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 3 – ACQUISITION OF REVOLTZ (Continued)
| d. | As part of the Revoltz Exchange Agreement, the Company and Revoltz signed a monthly funding letter (the “Funding Letter”) that became effective upon the Closing of the transactions contemplated by the Revoltz Exchange Agreement. According to the Funding Letter, the Company agreed to provide Revoltz monthly funding in the amount up to $ |
| e. | The table below summarizes the fair value of the consideration transferred to acquire Revoltz: |
| Fair value of previously held equity method investment | $ | |||
| Issuance of shares | ||||
| Loan converted into shares | ||||
| Non-controlling interests | ||||
| Total purchase consideration | $ |
The total consideration was allocated to the fair value of the net assets acquired, including identifiable intangible assets as of the Acquisition Date, with the excess purchase price recorded as goodwill. The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Revoltz.
Management’s estimate of the fair values of the acquired intangible assets as of the acquisition date is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Additional information, which existed as of the acquisition date but is yet unknown to the Company, may become known to the Company during the remainder of the measurement period, which will not exceed twelve months from the acquisition date.
| Total purchase consideration | $ | |||
| Net assets acquired | ||||
| Tangible assets | ||||
| Cash | $ | ( | ) | |
| Other assets | ( | ) | ||
| Liabilities and other | ||||
| Net book value of tangible assets | ||||
| Intangible assets | ||||
| Technology | ||||
| Deferred tax | ( | ) | ||
| Total intangible assets | ||||
| Goodwill | ||||
| Total net assets acquired | $ |
F-10
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 4 – INTANGIBLE ASSETS, NET
On March 31, 2026, intangible assets consisted of the following:
| Unaudited | ||||||||||||||||
| Cost | Accumulated amortization | Net | Amortization period (in years) | |||||||||||||
| Technology | ( | ) | ||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | |||||||||||
Amortization expense was $
On December 31, 2025, intangible assets consisted of the following:
| Audited | ||||||||||||||||
| Cost | Accumulated amortization | Net | Amortization period (in years) | |||||||||||||
| Technology | ( | ) | ||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | |||||||||||
Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
The estimated future amortization expense for the next five years is as follows:
| Year ending December 31, | Amount | |||
| 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| 2030 | $ | |||
F-11
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 5 – RELATED PARTIES
| a. | In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties other than the credit line facility. |
Payables to related parties:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | Audited | |||||||
| Consulting fees to executive officers | $ | | $ | | ||||
| Directors | ||||||||
| $ | $ | |||||||
| b. | On August 18, 2025, Revoltz signed an employment agreement with its chief executive officer (the “Revoltz CEO”) pursuant to which the Revoltz CEO is engaged by Revoltz on a full-time basis. Previously, the Revoltz CEO was employed by Revoltz under a consultant service agreement. Pursuant to the to the agreement, following the completion of the uplisting of the Company’s shares of common stock the Nasdaq Stock Market (the “Uplist”), the Revoltz CEO shall be entitled to participate in the Company 2023 Equity Incentive Plan. The Revoltz CEO will be granted an aggregate of |
NOTE 6 – COMMON STOCK AND PREFERRED SHARES
| a. | The Company’s share capital is as follows: |
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Unaudited | Audited | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Common stock | ||||||||||||||||
| Preferred shares | ||||||||||||||||
On March 22, 2022, the Company amended its Certificate of Incorporation and increased the number of authorized shares to
F-12
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 6 – COMMON STOCK AND PREFERRED SHARES (Continued)
On December 2, 2024, the Company amended its Certificate of Incorporation and decreased the number of authorized shares to
There were preferred shares outstanding as of December 31, 2025 and 2024.
Each common stock is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholders on any matter upon which the general meeting is authorized to be held.
Pursuant to Note 1, upon the consummation of the Acquisition Agreement, CR Ltd. became a wholly-owned subsidiary of the Company and former shareholders of CR Ltd. received
During the year ended December 31, 2025, the Company issued a total of
On June 24, 2025, the Company entered into the Revoltz Exchange Agreement with Revoltz and the Exchanging Shareholders. See Note 3.
| b. | Warrants: |
| 1. | Pursuant to the Acquisition Agreement, as amended by the Extension Agreement (see Note 10), the Company agreed to issue to the former shareholders of CR Ltd. warrants to purchase |
| (i) | In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025. |
| (ii) | Conditional Purchase Order for first system for automatic car parks – until December 31, 2025. | |
| (iii) | Commercial agreement for pilot with an organization which was approved by the Company’s board – until December 31, 2025. |
Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the effectiveness date of an uplisting of the Company’s common stock to a national securities exchange at an exercise price of $
F-13
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 6 – COMMON STOCK AND PREFERRED SHARES (Continued)
On March 23, 2026, the Company entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants pursuant to which the Company and the holders of the Milestone Warrants extended the deadline for the Company’s achieving the Earn Out Milestones from December 31, 2025 to December 31, 2026 and amended the first milestone to “A demonstration of wireless charging system capable of charging electric vehicle located inside an automated parking system”. Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the effectiveness date of an uplisting of the Company’s common stock to a national securities exchange.
| 2. | On June 20, 2024, the Company issued |
| June 20, 2024 | ||||
| Company common stock price | $ | |||
| Exercise price | $ | |||
| Dividend yield | % | |||
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Volatility | % | |||
| 3. | On June 8, 2025, the Company issued the two lenders in the Facility Loan Agreements |
| June 8, 2025 | ||||
| Company common stock price | $ | |||
| Exercise price | $ | |||
| Dividend yield | % | |||
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Volatility | % | |||
| c. | Stock options in the Company |
As of March 31, 2026 and December 31, 2025, there are outstanding stock options in the Company.
| d. | Share options in CR Ltd. |
On February 1, 2022, CR Ltd. issued 4 stock options to Ben Gurion University (the “BGU Options”) with an exercise price of $
For the year ended December 31, 2024, the Company recorded income in the amount of $
| e. |
F-14
CHARGING ROBOTICS INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
(Except share and per share data)
NOTE 7 – SEGMENT REPORTING
| 1. | Specializing in development of an innovative wireless electric vehicles (EV) charging technology, as described in Note 1B. |
| 2. | Research, development and production of micro-mobility vehicles for the urban environment for the business and private markets from the acquisition of Revoltz, as described in Note 1.F and Note 3. |
| Three months ended March 31, 2026 Unaudited | ||||||||||||
| Charging Technology | Revoltz Technology | Total | ||||||||||
| Research and development costs, net | $ | ( | ) | ( | ) | $ | ( | ) | ||||
| General and administrative costs | ( | ) | ( | ) | ( | ) | ||||||
| Financial income expenses, net | ( | ) | ( | ) | ||||||||
| Tax income | ||||||||||||
| Loss | ( | ) | ( | ) | ( | ) | ||||||
| Three months ended March 31, 2025 | ||||||||
| Unaudited | ||||||||
| Charging Technology | Total | |||||||
| Research and development costs, net | $ | ( | ) | $ | ( | ) | ||
| General and administrative costs | ( | ) | ( | ) | ||||
| Share in loss of affiliate | ( | ) | ( | ) | ||||
| Financial expenses, net | ( | ) | ( | ) | ||||
| Loss | ( | ) | ( | ) | ||||
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no other subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.
F-15
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of our most recent Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
Overview
Charging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (EVs) in robotic parking systems. The Company believes that this technology addresses a significant need, as cable-based charging systems are not feasible in these types of parking systems
Our wholly-owned subsidiary, Charging Robotics Ltd., was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless EV charging technology. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotics and stationary platforms. The robotic platform will include a component which is small enough to fit under the vehicle, and which will automatically position itself for maximum-efficiency charging, and upon charging completion will automatically return to its docking station or to charge the next vehicle.
Our current product, for which we have received initial orders from 3 different Automatic Parking Facilities (APS) suppliers, is a system for wireless charging of EV in APSs. We believe that this product solves a big problem inherent to APS. Since the parking area is not accessible, the driver cannot connect a charging cable when the car is parked in its final position. Upon arrival at the APS, the driver parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS when the driver wants to leave the parking. When a driver parks the EV on this plate, they connect a regular charging cable between the EV charging port and a socket installed on the plate. We pre install a wireless electricity receiver on this plate and a wireless electricity transmitter in the final parking position. As the plate and the EV arrive at the final parking position, the system senses the transmitter and receiver are in proximity and the charging process begins. The electricity is transmitted between the building and the plate in a wireless manner – over a distance of about 40mm. The entire process is automatic. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists of a receiving coil and supporting electronics and a socket where the driver connects a cable to the charging socket of the EV. The system’s transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates the charging process using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers cannot enter and manually connect a plug. We have received orders for this system from 3 different customers, all APS providers in Israel. These customers include Electra parking solutions, Parkomot and Parking Design. Electra placed an order for 2 systems (each consists of 1 transmitter and 1 receiver), Parkomot for 1 system and parking design for 12 systems. One of the Electra systems has been installed in a robotic (automatic) parking system in Tel Aviv. The system started initial testing and additional tests will be done once the parking facility is complete and can accommodate electric vehicles. We are waiting for the parking facility to be ready to accommodate vehicles. This is required in order to complete the testing of our system. In parallel, we have used the time to conduct tests of the system in our laboratory and gain more experience and reduce risks by conducting in-house testing of our system. The system ASP (average selling price) is approximately $4,000 US per unit, excluding additional revenue streams such as service, maintenance, and SaaS-based payments.
2
Since our product is installed in a parking facility, which is a part of a large infrastructure project, we are dependent upon completion of all buildings and the parking facilities before we can complete the installation of our system.
Recent Developments
Securities Exchange Agreement
On June 24, 2025, we entered into a securities exchange agreement (the “Securities Exchange Agreement”) with Revoltz and three shareholders of Revoltz (the “Revoltz Shareholders”) pursuant to which we issued to the Revoltz Shareholders an aggregate of 12.35% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of our common stock in exchange for 32.74% of Revoltz’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The transactions contemplated by the Securities Exchange Agreement closed on June 26, 2025, subject to the satisfaction of customary closing conditions, which resulted in Revoltz becoming a majority-owned subsidiary.
Credit Facility
On June 8, 2025, the Company entered into facility agreements for up to $3.0 million (the “Facility Loan Amount”) credit facility (the “Credit Facility”) with certain lenders (the “Lenders” and the “Facility Agreement”, respectively).
The Company may draw down the Facility Loan Amount from time to time, in whole or in part, upon the Company’s request, from the period beginning on the effectiveness date of an uplisting of the Company’s shares of common stock to a national securities exchange (the “Uplist Date”), unless otherwise agreed to by the Lenders to permit a drawdown prior to the Uplist Date, and ending on the earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million.
The principal portion of the Facility Loan Amount shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million (the “Principal Repayment Date”). The Credit Facility will accrue interest at a rate of 12% per annum (the “Facility Interest”). Facility Interest accrued as of the Principal Repayment Date shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $5.0 million.
As of March 31, 2026, the Company drew down $938 thousand from the Facility Loan Agreements.
As part of the Facility Agreement, the Company issued warrants (the “Facility Warrants”) to the Lenders to purchase an aggregate of 200,000 shares of the Company’s common stock, representing an aggregate exercise amount of $3.0 million, with a per share exercise price of $15.00, subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein. The Facility Warrants will be exercisable on the Uplist Date and will have a term of 5 years from the Uplist Date.
Private Placement
On March 4, 2026, we entered into a definitive securities purchase agreement, or the March 2026 Purchase Agreement, with certain accredited investors pursuant to which we agreed to sell and issue in a private placement, or the March 2026 Private Placement, an aggregate of 500,000 shares of our common stock, or the PIPE Shares, or pre-funded warrants to purchase shares of common stock, or the PIPE Pre-Funded Warrants, in lieu of the PIPE Shares at a purchase price of $4.00 per PIPE Share and $3.9999 per PIPE Pre-Funded Warrant.
3
The March 2026 Private Placement and the issuance of the PIPE Shares and PIPE Pre-Funded Warrants is expected to close on the Uplist Date. Aggregate gross proceeds to in respect of the March 2026 Private Placement are expected to be approximately $2.0 million, before deducting other offering expenses payable by us.
The PIPE Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. A holder of the PIPE Pre-Funded Warrants will not have the right to exercise any portion of its PIPE Pre-Funded Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise.
In connection with the March 2026 Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement, with the investors. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement, or the Resale Registration Statement, with the SEC to register for resale the PIPE Shares and the shares of common stock issuable upon exercise of the PIPE Pre-Funded Warrants within thirty (30) calendar days after the closing date of the March 2026 Private Placement, or the Filing Date, and to have such Resale Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Resale Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the Resale Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Resale Registration Statement cannot be declared effective, we shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Resale Registration Statement to be declared effective during such period.
Milestone Warrants
On March 28, 2023, we entered into a securities exchange agreement (the “Acquisition Agreement”) with the stockholders of CR Ltd. Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023, we acquired 100% of the issued and outstanding stock of CR Ltd., making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of common stock to the former shareholders of CR Ltd.
Pursuant to the Acquisition Agreement, we agreed to issue to the former shareholders of CR Ltd. warrants to purchase 6,150,000 shares of common stock (the “Milestone Warrants”), which such Milestone Warrants are issuable upon our achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as set forth below:
| (i) | A demonstration of wireless charging system capable of charging electric vehicle located inside an automated parking system. | |
| (ii) | Conditional Purchase Order for first system for automatic car parks. | |
| (iii) | Commercial agreement for pilot with an organization which was approved by the Company’s board. |
On March 23, 2026, we entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants pursuant to which the holders of the Milestone Warrants extended the deadline for achieving the Earn Out Milestones to December 31, 2026 and amended the first milestone set forth above, which was previously “In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025”.
Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the Uplist Date at an exercise price of $0.01 per share and will expire the date sixty (60) months after the Uplist Date.
4
Results of Operations for the three months ended March 31, 2026 and March 31, 2025
Operating Expenses
Our current operating expenses consist of two components — research and development costs, net, and general and administrative costs. We have not generated revenues for the three months ended March 31, 2026, and March 31, 2025, respectively.
Research and development costs, net
Research and development costs, net for the three months ended March 31, 2026, amounted to $200 thousand, compared to $72 thousand for the three months ended March 31, 2025. The increase is mainly due to the increase in expenses resulting from the consolidation of Revoltz Ltd. (“Revoltz”) into the Company’s financial statements following the Company’s acquisition of Revoltz and also due to increase in amortization of technology in the amount of $152 thousand for the three months ended March 31, 2026.
General and administrative costs
General and administrative costs for the three months ended March 31, 2026, amounted to $381 thousand, compared to $149 thousand for the three months ended March 31, 2025. The increase is due to higher consulting, audit and legal expenses in connection with the proposed uplisting of the Company’s shares of common stock to the Nasdaq Capital Market and due to the increase in expenses resulting from the consolidation of Revoltz into the Company’s financial statements following the Company’s acquisition of Revoltz.
Liquidity and Capital Resources
As of March 31, 2026, and December 31, 2025, the Company’s cash balance was $25 thousand and $58 thousand, respectively.
As of March 31, 2026, and December 31, 2025, the Company’s total assets were $8,917 thousand and $9,055 thousand, respectively.
As of March 31, 2026, the Company had total liabilities of $4,320 thousand that consisted of $1,034 thousand in accounts payable and other current liabilities, $1,526 thousand in short term loans, $155 thousand in payables to related parties, $36 thousand in other non-current liabilities and $1,569 thousand in deferred tax liability .
As of December 31, 2025, the Company had total liabilities of $3,911 thousand that consisted of $935 thousand in accounts payable and other current liabilities, $1,195 thousand in short term loans, $141 thousand in payables to related parties, $36 thousand in other non-current liabilities and $1,604 thousand in deferred tax liability.
As of March 31, 2026, the Company had a negative working capital of $2,438 thousand. As of December 31, 2025, the Company had negative working capital of $2,016 thousand.
On June 8, 2025, the Company entered into the Facility Agreements with the Lenders pursuant to which the Company may draw down the Facility Loan Amount from time to time, in whole or in part, upon the Company’s request, from the period beginning on the Uplist Date and ending on the earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million. As of March 31, 2026, the Company drew down $938 thousand from the Facility Loan Agreements. For additional information, see “Overview—Recent Developments—Credit Facility” above.
5
We expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of March 31, 2026, we believe our existing cash will not be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:
| ● | finance our current operating expenses; |
| ● | pursue growth opportunities; |
| ● | hire and retain qualified management and key employees; |
| ● | respond to competitive pressures; |
| ● | comply with regulatory requirements; and |
| ● | maintain compliance with applicable laws. |
Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, geopolitical events, such as the Russian invasion of Ukraine and the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.
The Company’s operating budget needs to include the planned costs to operate its business, including amounts required to fund the working capital and capital expenditure. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.
We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support
6
Working Capital and Cash Flows (in thousands of U.S. Dollars)
Working Capital
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Current Assets | $ | 277 | $ | 255 | ||||
| Current Liabilities | 2,715 | 2,271 | ||||||
| Working Capital | $ | (2,438 | ) | $ | (2,016 | ) | ||
Cash Flows
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows used in operating activities | $ | (333 | ) | $ | (198 | ) | ||
| Cash flows used in investing activities | - | - | ||||||
| Cash flows from financing activities | 300 | 295 | ||||||
| Net increase (decrease) in cash during the period | $ | (33 | ) | $ | 97 | |||
Cash Flows from Operating Activities
During the three months ended March 31, 2026, we had negative cash flow from operations of $333 thousand compared to a negative cashflow of $198 thousand for the three months ended March 31, 2025. The increase resulted mainly from an increase in net loss, amortization of technology and changes in non-cash working capital.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, we had nil cash flow from investing activities, compared to nil cash flow from investing activities for the three months ended March 31, 2025.
Cash Flows from Financing Activities
During the three months ended March 31, 2026, we had a positive cash flow from financing activities of $300 thousand, compared to $295 thousand for the three months ended March 31, 2025. The cash flow from financing activities in the three months ended March 31, 2026, resulted from receipt of short-term loans in the amount of $300 thousand. The cash flow from financing activities in the three months ended March 31, 2025, resulted mainly from the issuance of shares of common stock in a private placement offering for a total of $255 thousand and additional $50 thousand receipt on account of shares.
7
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized which could have a material impact on the financial statements. The following is a summary of our significant accounting estimates, and critical issues that impact them:
Accounting for stock-based compensation
We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Because the Company did not have a trading history of its common stock, the expected volatility was derived from the average stock volatilities of similar public companies within the Company’s industry that we considered to be comparable to our business over a period equivalent to the expected term of the stock option and warrants granted. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of March 31, 2026, we did not have any material contractual obligations.
8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, and due to the material weaknesses and related control deficiencies described below, management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were ineffective as of March 31, 2026.
For the years ended December 31, 2024 and 2023, management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. These control deficiencies constitute material weaknesses in our internal control over financial reporting we continue to enhance our internal control environment as part of our remediation efforts. In September 2025, we appointed a new Chief Financial Officer and hired additional full-time accounting and financial staff with appropriate public company experience and technical accounting knowledge, and in May 2026, we appointed a new Chief Executive Officer. We have begun building and documenting internal control policies and procedures and designing processes and controls related to the timely closing of our financial books, including assignment of clear responsibilities, appropriate segregation of duties, deadlines and review processes. We also have engaged, and may continue to engage, internal control consultants and other external advisors to assist with our financial reporting risk assessment, the design of controls necessary to mitigate identified risks, documentation of control policies and procedures, and technical accounting support for more complex applications of GAAP.
To mitigate the current limited resources and limited employees, we have historically relied, and may continue to rely, on direct management oversight of transactions, along with the use of external legal, accounting and internal control professionals. While we believe the remediation actions described above have improved our internal control over financial reporting, our remediation efforts are ongoing, including continued enhancement of corporate oversight over process-level controls and governance structures to ensure appropriate assignment of authority, responsibility and accountability. As we continue to grow and further develop our finance and accounting function, we expect to increase segregation of duties and strengthen our internal control framework; however, there can be no assurance that our remediation will be successful or completed within any specific timeframe.
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the three months ended March 31, 2026, included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the three months ended March 31, 2026, are fairly stated, in all material respects, in accordance with GAAP.
If we fail to remediate these material weaknesses or otherwise maintain effective internal controls over financial reporting in the future, we may be unable to prevent or detect misstatements on a timely basis, which could adversely affect investor confidence, our ability to raise capital, the trading price of our common stock, our operating results and financial condition, and our ability to timely file periodic reports, and could subject us to litigation or regulatory actions and increased remediation costs.
9
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with this assessment, the Company reports the material weakness, as described below, in internal control over financial reporting as of March 31, 2026. Management has identified material weaknesses regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement for the annual or interim financial statements will not be prevented or detected on a timely basis.
Because of the material weakness described above, and based on management’s assessment, as of December 31, 2025, the Company’s internal control over financial reporting was not effective.
Notwithstanding the material weakness, we believe that our financial statements contained in this report fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.
Our management has initiated steps and plans to take additional measures to remediate the underlying causes of the material weakness.
10
Planned Remediation of Material Weaknesses
Our management has been actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include:
| ● | engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified; | |
| ● | preparation of written documentation of our internal control policies and procedures; | |
| ● | until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP. |
In September 2025, we appointed a new chief financial officer, and in May 2026, we appointed a new chief executive officer. In connection with these appointments, we also hired additional full time accounting and financial staff with appropriate public company experience and technical accounting knowledge as part of our ongoing efforts to address the material weaknesses and internal control deficiencies that have been identified. Since these appointments, we have started to build internal control policies and procedures, including the design of processes and controls related to timely closing of the financial books, such as the assignment of clear responsibilities, appropriate segregation of duties, deadlines and review process, to improve its internal control over financial reporting.
While we believe the remediation actions described above improved its internal control over financial reporting, we continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of its material weaknesses. We believe that our remediation plan, including the efforts it as undertaken, will be sufficient to remediate the identified material weaknesses and strengthen its internal control over financial reporting. As we continue to evaluate, and work to improve our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
No changes in the Company’s internal control over financial reporting have come to management’s attention during the three months period ended March 31, 2026, that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not aware of any pending or threatened legal proceedings involving our Company or its assets.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarter ended March 31, 2026, no director or officer of the Company
ITEM 6. EXHIBITS.
| Exhibit Number | Description | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| EX-101.INS | Inline XBRL Instance Document* | |
| EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| EX-101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document* | |
| EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| EX-104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
| * | The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHARGING ROBOTICS INC. | |||
| Date: May 14, 2026 | By: | /s/ Meni Nachmias | |
| Name: | Meni Nachmias | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| By: | /s/ Tali Dinar | ||
| Name: | Tali Dinar | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
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