S-1/A: Charging Robotics Files S-1/A for Nasdaq Uplisting & Resale

Charging Robotics Inc. filed an S-1/A registration statement for the resale of up to 7,928,852 shares of common stock by selling stockholders, contingent on its planned uplisting to the Nasdaq Capital Market.

Summary

• Charging Robotics Inc. is focused on developing, producing, and installing wireless charging systems for electric vehicles (EVs), particularly in robotic parking systems.
• The company has successfully completed a pilot project in Tel Aviv and is preparing to deliver its first purchased systems for installation in automatic parking facilities in Tel Aviv.
• On April 24, 2021, Charging Robotics invested $250,000 for a 19.99% stake in Revoltz Ltd., an Israeli micro-mobility EV company.
• Revoltz announced a $2.7 million exclusive distribution agreement on March 27, 2024, and completed the first batch production of 50 PORTO Micro-Mobility EVs.
• On June 8, 2025, Charging Robotics secured a credit facility for up to $3.0 million, drawing down $308,000 as of September 30, 2025, with a 12% annual interest rate.
• On June 24, 2025, the company entered a securities exchange agreement to acquire an additional 32.74% of Revoltz, making Revoltz a majority-owned subsidiary, in exchange for 1,385,002 shares of Charging Robotics common stock.
• The company is seeking to uplist its common stock from the OTCID Basic Market (symbol CHEV) to the Nasdaq Capital Market (symbol CHEV), with the registration statement's effectiveness conditional on Nasdaq approval.
• The S-1/A facilitates the resale of up to 7,928,852 shares of common stock by existing selling stockholders, from which the company will not receive direct proceeds, except from warrant exercises.
• As of December 5, 2025, 11,442,871 shares of common stock were outstanding, with a last reported sale price of $5.10 per share on the OTCID.

Sentiment

Score: 7

Explanation: The filing indicates positive operational progress with a successful pilot and initial system deliveries, a significant affiliate distribution agreement, and a turn to net income for the most recent nine-month period. The planned Nasdaq uplisting is also a positive step for market visibility and liquidity. However, the company still faces substantial operating losses, significant geopolitical risks due to its location in Israel, and potential dilution from the large number of shares being registered for resale by existing stockholders. The credit facility terms also suggest a need for future equity financing.

Positives

• Successfully completed a pilot project for wireless EV charging in Tel Aviv and is working towards delivery of first purchased systems.
• Revoltz, a majority-owned subsidiary, secured a $2.7 million exclusive distribution agreement and completed production of 50 PORTO Micro-Mobility EVs.
• Secured a credit facility of up to $3.0 million, providing access to capital.
• Achieved net income attributable to the company of $204,000 for the nine months ended September 30, 2025, a significant improvement from previous losses.
• Applied to uplist common stock to the Nasdaq Capital Market, which could enhance liquidity and investor visibility.

Negatives

• The company will not receive any proceeds from the sale of 7,928,852 shares by selling stockholders, except from potential warrant exercises.
• Reported significant operating losses: $(777,000) in 2024, $(766,000) in 2023, and $(1,038,000) for the nine months ended September 30, 2025.
• Net loss attributable to the company in previous periods: $(842,000) in 2024, $(804,000) in 2023, and $(580,000) for the nine months ended September 30, 2024.
• The sale of a substantial amount of shares by selling stockholders could adversely affect the prevailing market price of common stock.
• Future issuance of additional shares or convertible securities could result in substantial dilution to existing shareholders.

Risks

• The sale of a substantial amount of common stock by selling stockholders could adversely affect the prevailing market price of the company's common stock.
• Future issuance of additional shares or other equity/debt securities convertible into common stock could result in substantial dilution to existing shareholders and cause the stock price to decline.
• Operations are located in Israel, making results susceptible to political, economic, and military instability in the region, including ongoing conflicts and tensions.
• Military service call-ups for Israeli personnel, including five full-time employees previously drafted, could disrupt business operations if key officers and employees are absent for extended periods.
• Commercial insurance does not cover losses from war and terrorism, and government coverage for such damages may not be maintained or sufficient.
• Parties doing business with the company may decline to travel to Israel during unrest, forcing alternative arrangements.
• Political conditions within Israel, such as governmental instability or judicial system changes, could adversely affect the Israeli economy and the company's business.
• Forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions that may cause actual results to differ materially.
• The company's need for and ability to obtain additional financing is a risk factor.
• The demand for the company's products is a key uncertainty.
• The Board's authority to issue preferred stock could decrease the market price of common stock, impede or delay a takeover, and adversely affect voting rights.
• Delaware anti-takeover law (Section 203 of the DGCL) and provisions in the Certificate of Incorporation could make it more difficult to acquire the company.
• Limitations on liability and indemnification provisions for directors and officers may discourage stockholders from bringing lawsuits for breach of fiduciary duty.

Future Outlook

The company anticipates uplisting its common stock to the Nasdaq Capital Market, which is a condition for the effectiveness of this registration statement. It also expects to deliver its first purchased wireless charging systems for automatic parking facilities in Tel Aviv and for its majority-owned subsidiary, Revoltz, to proceed with its $2.7 million distribution agreement and first shipments of PORTO Micro-Mobility EVs. The company's ability to obtain additional financing and the demand for its products are key factors for future performance.

Management Comments

• "The Company believes that this solves a very strong need for not being able to use cable based charging systems in these kinds of parking systems."
• "Our focus on wireless charging for robotics parking systems began in in June 2023, since we found this market niche to be both large enough and much closer to market due to the R&D required, the bigger market needs and the better product market fit."
• "Currently, the Company successfully completed a pilot project in Tel Aviv and is currently working towards delivery of the first purchased systems to be installed in automatic parking facilities in Tel Aviv."
• "Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our product and business development activities remain on track."

Industry Context

The company operates in the rapidly evolving electric vehicle (EV) charging and micro-mobility sectors. Its focus on wireless charging for robotic parking systems addresses a specific niche within the EV infrastructure market, particularly where traditional cable-based charging is impractical. The investment in and majority ownership of Revoltz Ltd. positions the company to capitalize on the growing last-mile delivery market with specialized micro-mobility EVs like the PORTO. This strategy aligns with broader industry trends towards automation, sustainable transportation, and efficient urban logistics, though the market for robotic parking systems with integrated wireless charging is still nascent.

Management Changes

Corporate Governance

Legal Proceedings

• We are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Related Party Transactions

• Charging Robotics Inc. acquired 100% of Charging Robotics Ltd. from its stockholders on April 7, 2023, in exchange for 6,146,188 shares of common stock and warrants for 6,150,000 shares.
• The company entered into a securities exchange agreement with Revoltz Ltd. and three Revoltz shareholders on June 24, 2025, issuing 1,385,002 shares of common stock in exchange for 32.74% of Revoltz's share capital, making Revoltz a majority-owned subsidiary.
• Some directors are also directors or officers of Xylo Technologies Ltd., which is one of our major shareholders.
• Irit Gilan, spouse of the chief executive officer of our wholly-owned subsidiary, Charging Robotics Ltd., is a selling stockholder.
• Yaakov Baranes, Chief Executive Officer and Director, is a selling stockholder.
• Lavi Krasney (Capitalink Ltd.) and Kfir Silberman (L.I.A. Pure Capital Ltd.) are selling stockholders and were lenders in the Credit Facility.

Stakeholder Impact

• Shareholders: Potential for increased liquidity and visibility with Nasdaq uplisting. However, significant dilution risk from the resale of 7,928,852 shares by selling stockholders and potential future equity issuances. The company will not receive proceeds from the selling stockholders' sales, limiting direct capital infusion from this offering.
• Employees: Operations have not been adversely affected by the security situation in Israel, and product and business development activities remain on track. However, military service call-ups could disrupt operations.
• Customers: The successful pilot project and planned delivery of first purchased systems indicate progress in bringing wireless EV charging solutions to market, potentially benefiting customers in robotic parking systems.
• Creditors: The $3.0 million credit facility provides capital, but repayment is contingent on future equity financing, which could impact creditors if not secured.
• Revoltz Ltd. (Subsidiary): Became a majority-owned subsidiary, integrating its micro-mobility EV business more closely with Charging Robotics. Its $2.7 million distribution agreement is a positive development.

Next Steps

• Uplisting of common stock to the Nasdaq Capital Market under the symbol CHEV.
• Discontinuation of quoting on OTCID Basic Market prior to Nasdaq listing.
• Effectiveness of the registration statement is contingent on Nasdaq approval for listing.
• Delivery of the first purchased wireless charging systems for automatic parking facilities in Tel Aviv.
• Revoltz's first shipment of PORTO Micro-Mobility EVs in accordance with its distribution agreement.
• Formation of an audit committee and compensation committee upon the effectiveness of the Nasdaq uplisting.
• Code of Business Conduct and Ethics and Executive Officer Clawback Policy to become effective upon the effectiveness of the uplisting.
• Potential future equity financing transactions to repay the credit facility.

Key Dates

Recommendation

While the company shows promising operational progress with a successful pilot, initial system deliveries, and a significant distribution agreement from its subsidiary Revoltz, coupled with a recent turn to net income for the nine months ended September 30, 2025, several factors warrant caution. The planned Nasdaq uplisting is a positive catalyst for visibility and liquidity, but the immediate offering is solely for selling stockholders, meaning no direct capital infusion for the company from these sales. Furthermore, the substantial number of shares being registered for resale (7,928,852 shares, representing a significant portion of the 11,442,871 outstanding shares) poses a considerable dilution risk and could exert downward pressure on the stock price. The company also operates in a region with high geopolitical instability, which is explicitly cited as a material risk. Given the mixed signals of operational progress and financial improvement against significant dilution risk and geopolitical uncertainties, a 'hold' recommendation is appropriate for investors to monitor the successful execution of the Nasdaq uplisting, the impact of the share resale, and the company's ability to secure further financing without excessive dilution, while also observing the geopolitical landscape.

Keywords

wireless charging, electric vehicles, EV charging, robotic parking systems, micro-mobility, Revoltz, Nasdaq uplisting, SEC filing, S-1/A, Israel technology, CHEV, financial reporting, corporate governance