10-K: Charging Robotics Faces Going Concern Amid EV Market Push
Annual Report
Charging Robotics Inc. reports significant losses for fiscal year 2025, raising substantial doubt about its ability to continue as a going concern despite strategic acquisitions and initial product orders in the growing EV charging and micro-mobility markets.
Summary
- The company is engaged in the development, production, and installation of wireless charging systems for electric vehicles (EVs), primarily focusing on robotic parking systems.
- Initial orders for wireless EV charging systems have been received from three Automatic Parking Facilities (APS) providers in Israel: Electra (2 systems), Parkomot (1 system), and Parking Design (12 systems).
- One Electra system has been installed in Tel Aviv and is undergoing initial testing, pending completion of the parking facility to accommodate vehicles.
- The Parkomot system is expected to be installed by the end of 2026, with an average selling price (ASP) of approximately $3,000 per system.
- On June 26, 2025, the company acquired a majority stake (51.07%) in Revoltz Ltd., an Israeli company specializing in micro-mobility EVs for the urban last-mile delivery market.
- Revoltz announced a $2.7 million exclusive distribution agreement and completed the first batch production of 50 PORTO Micro-Mobility EVs in March 2024.
- Revoltz launched its commercial phase in Israel in April 2025, delivering the first 50 units to its exclusive distributor and securing its first institutional client.
- By October 2025, Revoltz had sold 30 PORTO EV units to customers in Israel.
- The company incurred net losses of $3,295 thousand for the year ended December 31, 2025, compared to $2,908 thousand for 2024.
- Cash balance as of December 31, 2025, was $58 thousand, down from $175 thousand in 2024.
- Working capital deficit worsened to $(2,016) thousand in 2025 from $(654) thousand in 2024.
- The company's financial statements include a going concern note, indicating substantial doubt about its ability to continue operations for more than 12 months.
- A $3.0 million credit facility was secured on June 8, 2025, with $638 thousand drawn by December 31, 2025.
- A private placement offering on March 4, 2026, is expected to raise approximately $2.0 million through the sale of 500,000 shares or pre-funded warrants at $4.00 per share or $3.9999 per pre-funded warrant.
- The deadline for achieving Earn Out Milestones for 6,150,000 Milestone Warrants was extended to December 31, 2026, with an amended first milestone.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this as a company in a precarious financial position, evidenced by substantial losses and a going concern warning. While strategic acquisitions and initial product orders in high-growth markets are positive, the immediate financial health and execution risks are significant.
Positives
- Secured initial orders for wireless EV charging systems from three Automatic Parking Facilities (APS) providers in Israel, including Electra, Parkomot, and Parking Design.
- Successfully installed and commenced initial testing of one Electra wireless charging system in a robotic parking facility in Tel Aviv.
- Completed the strategic acquisition of a majority stake (51.07%) in Revoltz Ltd., expanding into the high-growth electric micro-mobility and last-mile delivery market.
- Revoltz announced a $2.7 million exclusive distribution agreement and successfully completed the first batch production of 50 PORTO Micro-Mobility EVs.
- Revoltz officially launched its commercial phase in Israel, delivering the first 50 PORTO EV units and securing its first institutional logistics client.
- Received approval for funding from the Israel Innovation Authority (IIA) for a pilot project to demonstrate its wireless charging solution in APS, with the IIA financing 50% of the approximately $445 thousand budget.
- Developed a patent-pending technology for autonomous robotic charging, which could offer significant benefits, particularly for disabled drivers.
- Successfully secured a credit facility of up to $3.0 million and has a planned private placement offering of approximately $2.0 million to support future operations.
Negatives
- Incurred significant net losses of $3,295 thousand for the year ended December 31, 2025, an increase from $2,908 thousand in 2024.
- The company's financial statements contain a going concern note, indicating substantial doubt about its ability to continue operations for more than 12 months due to operating losses and insufficient cash.
- Cash balance decreased to $58 thousand as of December 31, 2025, from $175 thousand in the prior year.
- Negative working capital worsened from $(654) thousand in 2024 to $(2,016) thousand in 2025.
- Has not generated any significant revenue from the sale of its current products since inception and may never be profitable.
- Identified material weaknesses in internal control over financial reporting for the years ended December 31, 2024, and 2023, related to inadequate accounting resources, lack of segregation of duties, and the need for a stronger internal control environment.
- Operations are dependent on the completion of large infrastructure projects (parking facilities) before system installations can be fully completed and tested.
- Exposed to political, economic, and military instability in Israel, where its headquarters, research and development, and other significant operations are located, which could adversely affect business and operations.
- Reliance on a limited group of suppliers for critical components and raw materials, posing risks of supply shortages, price increases, and delivery delays.
Risks
- The company is a development-stage company with a limited operating history and has incurred significant losses since inception, anticipating continued losses until successful product commercialization.
- Financial statements contain a going concern note, which could prevent obtaining new financing on reasonable terms or at all.
- The company has not generated any significant revenue from product sales and may never be profitable.
- Substantial additional capital will be needed before profitability, and this capital may not be available on acceptable terms, or at all, potentially forcing delays or termination of product development.
- Operating results and financial condition may fluctuate due to various factors, including market acceptance, product mix, sales cycles, and competitive developments.
- Operating in an evolving market makes it difficult to evaluate the business and future prospects, with uncertainty regarding demand for products and services.
- Adverse changes in the economy could negatively impact demand for products and electric vehicles, increasing costs and decreasing financing availability.
- Dependence on key personnel; inability to retain, attract, and integrate qualified personnel would harm business development and growth.
- Failure to manage rapid growth effectively could adversely affect brand, business, financial condition, and results of operations.
- Critical components or raw materials used to manufacture products may become scarce or unavailable, leading to manufacturing and delivery delays.
- Products may be subject to recall or returns due to defects, safety concerns, or other issues.
- Release of defective products or services could lead to legal claims, diminish brand, or divert resources.
- Products and services are complex and could have unknown defects or errors.
- The markets are characterized by rapid technological change, requiring continuous development of new products and enhancements, which could render existing products obsolete.
- Failure to successfully promote products and brand could have a material adverse effect on business.
- Planned international operations will expose the company to additional market and operational risks, including foreign currency fluctuations and compliance with diverse laws.
- Significant disruptions of information technology systems or breaches of data security could adversely affect the business.
- Reliance on business partners who may be given access to sensitive and proprietary information.
- Subject to electronic communication security risks, including misappropriation of information or operational interruptions.
- Inability to obtain and maintain effective intellectual property rights for products may hinder competition.
- Intellectual property rights of third parties could adversely affect the ability to commercialize products, potentially requiring costly litigation or licenses.
- Involvement in lawsuits to protect or enforce intellectual property could be expensive, time-consuming, and unsuccessful.
- May be subject to claims challenging the inventorship of intellectual property.
- May not be able to protect intellectual property rights throughout the world, especially in countries with less extensive protection.
- May become subject to claims for remuneration or royalties for assigned service invention rights by employees in Israel.
- As an emerging growth company, compliance with reduced reporting and disclosure requirements may make common stock less attractive to investors.
- Identified a material weakness in internal control over financial reporting, and may not be able to successfully implement remedial measures.
- Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.
- Common stock may be considered a penny stock, subjecting it to additional sale and trading regulations.
- May be subject to securities litigation, which is expensive and could divert management attention.
- If securities or industry analysts do not publish or cease publishing research or reports, or if they adversely change recommendations, share price and trading volume could decline.
- Management team has limited experience managing a public company, and public company requirements may strain resources and divert attention.
- Incurs significant increased costs as a public company, requiring substantial management time for compliance initiatives.
- Raising additional capital or the issuance of additional equity securities would cause dilution to existing stockholders and may affect their rights or the market price.
- Sales of a substantial number of shares by existing stockholders could cause the share price to fall.
- Has never paid and does not intend to pay dividends, making capital appreciation the sole source of gain.
- Exposed to fluctuations in currency exchange rates, particularly the New Israeli Shekel (NIS) relative to the U.S. dollar.
- Headquarters, research and development, and other significant operations are located in Israel, making results susceptible to political, economic, and military instability in the region.
- Operations may be disrupted as a result of the obligation of management or key personnel to perform military service in Israel.
Future Outlook
The company aims to become a global leader in EV wireless charging by providing efficient, effortless, affordable, and scalable solutions, primarily targeting public parking lots and later expanding to private mass markets. It plans to expand its development, design, and manufacturing capabilities and intends to offer diverse business models, including direct sales of charging systems, Software as a Service (SaaS) subscriptions, and electricity sales. Future products are expected to include advanced robotic charging solutions, particularly for disabled drivers. Revoltz, the micro-mobility subsidiary, will continue to explore international expansion opportunities. The company anticipates incurring significant losses for the foreseeable future and will require substantial additional capital to fund operations, pursue growth, hire personnel, and comply with regulatory requirements.
Management Comments
- We believe that this technology addresses a significant need, as cable-based charging systems are not feasible in these types of parking systems.
- 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.
- We aim to become worlds first wireless charging solution that is set on an autonomous robot, for seamless charging experience.
- We believe the Company can become a global known brand for robotic charging solutions.
- Our management has been actively engaged in developing and implementing remediation plans to address the material weaknesses described above.
Industry Context
StockSavvy.ai notes that Charging Robotics operates in the rapidly expanding global EV market, which is projected to reach US$828.6 billion in revenue by 2025 and grow at a 6.95% CAGR from 2025-2029. The company's focus on wireless charging addresses a critical infrastructure challenge, as the International Energy Agency forecasts 30 million public chargers needed by 2030. The acquisition of Revoltz positions the company in the electric micro-delivery and last-mile market, which is expected to grow from $29.17 billion in 2024 to $139.41 billion by 2033, driven by e-commerce and sustainability goals. This dual strategy leverages two high-growth segments within the broader EV ecosystem, with wireless charging technology for automotive expected to be the fastest-growing segment of the wireless charging market by 2027.
Comparison to Industry Standards
- The company's wireless charging solutions for Automatic Parking Systems (APS) address a niche market where traditional cable-based charging is not feasible, differentiating it from competitors like Robert Bosch GmbH, Continental AG, WiTricity Corporation, ZTE Corporation, HELLA KGaA Hueck & Co., and Qualcomm Technologies Inc./WiTricity Corporation, which primarily focus on pad or surface-based wireless charging.
- Revoltz's PORTO EV micro-mobility vehicle is designed to offer a similar payload capacity to a small hatchback car at a fraction of the cost, with advanced tilting suspension for best-in-class stability, positioning it competitively against other compact delivery vehicles in the last-mile delivery market.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Hovav Gilan | Yakov Baranes | 2025-09-08 | Appointment of new CEO; previous CEO's tenure ended. |
| Chief Financial Officer | Gadi Levin | Tali Dinar | 2025-09-08 | Appointment of new CFO; previous CFO's tenure ended. |
| Director | Tali Dinar | 2025-09-08 | Resigned from the board in connection with appointment as Chief Financial Officer. | |
| Director | Eliyahu Yoresh | 2025-09-08 | Resigned from the board. | |
| Director | Liron Carmel | 2025-09-08 | Appointment to the board. | |
| Director | Kineret Tzedef | 2025-09-08 | Appointment to the board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | The Board of Directors approved a Code of Business Conduct and Ethics, which will apply to all employees upon the effectiveness of the uplisting. | Upon Uplist Effectiveness | Enhances ethical standards and corporate behavior across the organization. |
| Policy Adoption | Adopted an insider trading policy and procedures designed to promote compliance with insider trading laws, rules, and regulations. | Not specified, but in place as of report date | Strengthens compliance framework and reduces risk of insider trading violations. |
| Policy Adoption | Adopted an Executive Officer Clawback Policy, effective upon uplisting, in accordance with Nasdaq listing standards and Exchange Act Rule 10D-1, requiring recoupment of erroneously awarded compensation in the event of an accounting restatement. | Upon Uplist Effectiveness | Aligns executive compensation with financial performance and enhances accountability, meeting regulatory requirements for public companies. |
| Committee Composition | Upon uplisting, the audit committee will be comprised of Amitay Weiss (Chairman), Liron Carmel, and Kineret Tzedef, all determined to be independent. Amitay Weiss is designated as an audit committee financial expert. | Upon Uplist Effectiveness | Establishes a compliant and expert audit committee to oversee financial reporting and internal controls, meeting Nasdaq and SEC independence requirements. |
| Committee Composition | Upon uplisting, the compensation committee will be comprised of Amitay Weiss, Liron Carmel (Chairman), and Kineret Tzedef, all determined to be independent. | Upon Uplist Effectiveness | Ensures independent oversight of executive compensation, aligning with best practices and regulatory standards. |
| Internal Control Deficiency | Identified material weaknesses in internal control over financial reporting for 2024 and 2023, related to inadequate accounting resources, lack of segregation of duties, and the need for a stronger internal control environment. Remediation efforts are ongoing, including hiring additional staff and engaging consultants. | Ongoing | Addresses critical deficiencies to improve financial reporting reliability and compliance with Sarbanes-Oxley Act Section 404 requirements, though full remediation is not yet complete. |
Legal Proceedings
- The company is not aware of any pending or threatened legal proceedings involving its Company or its assets.
- The company is not a party to any legal proceedings, nor is it aware of any threatened litigation.
Related Party Transactions
- Payables to related parties as of December 31, 2025, totaled $141 thousand, including $23 thousand for consulting fees to executive officers and $118 thousand for directors.
- The Xylo Loan balance of $35 thousand as of December 31, 2025, is presented under short term loans; Xylo Technologies Ltd. ceased to be a related party as of July 24, 2025.
- The Revoltz CEO's employment agreement includes entitlement to participate in the Company's 2023 Equity Incentive Plan, with a grant of 491,547 restricted stock units (RSUs).
- Some of the company's directors also serve as directors or officers of Xylo Technologies Ltd., which is a major shareholder.
Stakeholder Impact
- Shareholders face potential dilution from future equity offerings and warrant exercises, and the share price is highly susceptible to decline due to significant losses, the going concern warning, and potential penny stock designation. Capital appreciation remains the sole source of gain as no dividends are planned.
- Employees, particularly those in Israel, may experience disruptions to operations due to military service call-ups. Recent management changes and the hiring of additional accounting and financial staff aim to strengthen internal operations.
- Customers may experience delays in the full deployment and testing of wireless charging systems due to the company's dependence on the completion of large infrastructure projects. However, they stand to benefit from innovative wireless charging solutions in APS and efficient micro-mobility vehicles for last-mile delivery.
- Creditors, including lenders of the $3.0 million credit facility, face increased risk due to the company's going concern status and reliance on future equity financing for loan repayment. The company's ability to raise additional capital will directly impact its capacity to meet obligations.
- Suppliers face potential risks related to the company's financial instability and reliance on a limited group of component providers, which could impact order volumes and payment timelines.
Next Steps
- Complete testing of the Electra wireless charging system once the Tel Aviv parking facility is ready to accommodate vehicles.
- Install the Parkomot system by the end of 2026.
- Achieve the Earn Out Milestones for Milestone Warrants by the extended deadline of December 31, 2026.
- Close the March 2026 Private Placement upon the effectiveness of an uplisting of the company's common stock to a national securities exchange.
- File a resale registration statement with the SEC for the PIPE Shares and shares issuable upon exercise of PIPE Pre-Funded Warrants within 30 calendar days after the closing date of the March 2026 Private Placement.
- Continue the development and commercialization of wireless EV charging products and micro-mobility solutions.
- Establish and expand sales, marketing, distribution, and technical support infrastructure.
- Identify, assess, acquire, license, and/or develop other products and subsequent generations of current products.
- Maintain, protect, and expand the intellectual property portfolio.
- Attract and retain skilled personnel to support growth.
- Create additional infrastructure to support operations as a public company.
- Revoltz will continue to explore opportunities to expand its presence internationally.
- Continue to enhance corporate oversight over process-level controls and governance structures to remediate identified material weaknesses in internal control over financial reporting.
Key Dates
| Date | Description |
|---|---|
| 2021-02-01 | Charging Robotics Ltd. (CR Israel) was formed as an Israeli corporation. |
| 2021-04-24 | Charging Robotics invested $250,000 and purchased 19.99% of the share capital of Revoltz Ltd. |
| 2022-02-01 | CR Ltd. issued 4 stock options to Ben Gurion University (BGU Options). |
| 2022-03-22 | The company amended its Certificate of Incorporation, increasing authorized shares. |
| 2022-07-28 | CR Ltd. entered into a convertible loan agreement with Revoltz for up to $400,000. |
| 2023-01-01 | CR Ltd. and Xylo Technologies Ltd. signed an agreement to amend the terms of the Xylo Loan. |
| 2023-03-28 | The company entered into a Securities Exchange Agreement to acquire CR Israel. |
| 2023-04-03 | CR Ltd. issued shares in respect of stock options exercised and conversion of a loan from a related party prior to the Acquisition Agreement closing. |
| 2023-04-06 | The company issued 910,000 common stock for $501 thousand in a private placement. |
| 2023-04-07 | The acquisition of CR Israel closed, making it a wholly-owned subsidiary of the company. |
| 2023-07-04 | The company approved its 2023 Equity Incentive Plan. |
| 2023-08-28 | The company filed an amended and restated certificate of incorporation, changing its name to Charging Robotics Inc. and effecting a 1-for-150 reverse stock split. |
| 2023-11-22 | CR Israel received approval for funding from the Israel Innovation Authority (IIA) for a pilot project. |
| 2024-03-27 | Revoltz announced a $2.7 million exclusive distribution agreement and completion of the first batch production of 50 PORTO Micro-Mobility EVs. |
| 2024-04-23 | FINRA corporate action to effect the name change and reverse stock split was completed. |
| 2024-06-20 | The company issued 122,831 warrants to Automax Motors Ltd. in exchange for services. |
| 2024-08-28 | The company and Ben Gurion University signed a License and Settlement Agreement, resulting in the forfeiture and expiration of BGU Options. |
| 2024-12-02 | The company filed another amended and restated certificate of incorporation, reducing authorized common stock to 50,000,000 shares. |
| 2024-12-01 | The company sold 412,123 shares of common stock in a private placement offering for approximately $410 thousand (December 2024). |
| 2025-01-01 | The company rented an office, lab, and assembly and integration area in The Rupin Technological Campus (January 2025). |
| 2025-01-01 | The company issued 185,211 shares of common stock in a private placement offering for aggregate gross proceeds of $306 thousand (January and March 2025). |
| 2025-04-10 | Revoltz announced the official launch of its commercial phase in Israel, delivering the first 50 PORTO EV units. |
| 2025-04-01 | Revoltz secured its first institutional client for the PORTO EV (April 2025). |
| 2025-06-08 | The company entered into facility agreements for up to a $3.0 million credit facility with certain lenders. |
| 2025-06-13 | Israel conducted a series of preemptive defensive air strikes in Iran. |
| 2025-06-24 | The company entered into a securities exchange agreement with Revoltz and three Revoltz shareholders to acquire a majority stake. |
| 2025-06-26 | The acquisition of Revoltz closed, and Revoltz was consolidated into the company's financial statements. |
| 2025-07-24 | Xylo Technologies Ltd. ceased to be a related party of the company. |
| 2025-08-18 | Revoltz signed an employment agreement with its chief executive officer. |
| 2025-09-01 | The company started renting additional office space at Nechoshet 10 St., Tel Aviv, Israel. |
| 2025-09-08 | Yakov Baranes appointed Chief Executive Officer, Tali Dinar appointed Chief Financial Officer, Liron Carmel and Kineret Tzedef appointed directors. Eliyahu Yoresh and Tali Dinar (as director) resigned. |
| 2025-09-29 | The OTC Markets approved a voluntary application to transfer the listing of the company's shares of common stock to the OTCID Basic Market. |
| 2025-10-09 | Israel and Hamas entered into a renewed ceasefire agreement. |
| 2025-10-01 | Revoltz sold 30 PORTO EV units to customers in Israel (by October 2025). |
| 2025-11-01 | A ceasefire was brokered between Israel and Hezbollah (November 2024). |
| 2025-12-31 | Fiscal year ended. |
| 2026-02-28 | A joint military operation by the United States and Israel was launched against targets in Iran, followed by retaliatory actions and Hezbollah escalation. |
| 2026-03-04 | The company entered into a definitive securities purchase agreement for a private placement offering of approximately $2.0 million. |
| 2026-03-19 | Date of the annual report. |
| 2026-03-23 | The company entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants. |
| 2026-12-31 | Expected installation date for the Parkomot system and extended deadline for achieving Earn Out Milestones. |
Recommendation
strong sellThe company faces severe financial distress, evidenced by substantial and increasing net losses, a critically low cash balance, negative working capital, and an explicit 'going concern' warning from its auditors. While it operates in high-growth markets (EV charging, micro-mobility) and has made strategic acquisitions and secured initial orders, its ability to execute and achieve profitability is highly uncertain without significant, immediate, and successful capital raises. The identified material weaknesses in internal controls further compound the risk. The geopolitical instability in Israel adds another layer of unpredictable operational risk. For a seasoned investor, the current financial state and inherent risks outweigh the long-term market potential, making it a strong sell until there is clear evidence of financial stability and successful commercialization.
Keywords
Wireless EV charging, Robotic parking systems, Micro-mobility, Last-mile delivery, Electric vehicles, EV infrastructure, Autonomous charging, Revoltz, PORTO EV, SEC 10-K, Financial reporting, Corporate governance, Risk management, Israel Innovation Authority
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