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

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

Summary

• Charging Robotics Inc. is focused on developing, producing, and installing wireless charging systems for electric vehicles (EVs), particularly for robotic parking systems.
• The company has completed a pilot project in Tel Aviv and is preparing to deliver its first purchased systems for automatic parking facilities.
• Charging Robotics increased its stake in Revoltz Ltd., an Israeli micro-mobility EV company, making Revoltz a majority-owned subsidiary as of June 26, 2025.
• Revoltz recently announced a $2.7 million exclusive distribution agreement and completed the first batch production of 50 PORTO Micro-Mobility EVs.
• The company secured a $3.0 million credit facility on June 8, 2025, from which $308 thousand had been drawn as of September 30, 2025, with an annual interest rate of 12%.
• The S-1/A filing registers 7,928,852 shares of common stock for resale by existing selling stockholders; the company will not receive proceeds from these sales, except from potential cashless warrant exercises.
• The company's common stock is currently quoted on the OTCID under "CHEV" and an application has been made to list on the Nasdaq Capital Market under the same symbol, which is a condition for the offering's closing.
• As of November 14, 2025, 11,442,871 shares of common stock were outstanding, with a last reported sale price of $5.08 per share on the OTCID.
• For the nine months ended September 30, 2025, the company reported a net income of $204 thousand and basic/diluted income per share of $0.02, a significant improvement from a net loss of $580 thousand in the prior year period, primarily due to $1,287 thousand in other income.
• Operating loss increased to $1,038 thousand for the nine months ended September 30, 2025, from $546 thousand in the same period of 2024.

Sentiment

Score: 6

Explanation: The company shows promising strategic developments like the Revoltz acquisition and Nasdaq uplisting application, alongside a positive net income for the recent nine-month period. However, this income is driven by 'other income' rather than operational profitability, and significant operational losses persist. The low cash balance and substantial dilution risk from outstanding warrants and the resale offering temper the positive outlook. Geopolitical risks in Israel also remain a concern.

Positives

• Successful completion of a pilot project in Tel Aviv for wireless EV charging in robotic parking systems.
• Working towards delivery of the first purchased systems for automatic parking facilities in Tel Aviv.
• Revoltz Ltd., a majority-owned subsidiary, secured a $2.7 million exclusive distribution agreement and completed production of 50 PORTO Micro-Mobility EVs.
• Secured a $3.0 million credit facility, providing access to capital.
• Achieved a net income of $204 thousand and positive basic/diluted EPS of $0.02 for the nine months ended September 30, 2025, a turnaround from previous losses.
• Application to list common stock on 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, limiting direct capital infusion from this offering.
• Operating loss increased to $1,038 thousand for the nine months ended September 30, 2025, from $546 thousand in the same period of 2024, indicating ongoing operational expenses exceeding revenue.
• The company's cash balance was low at $47 thousand as of September 30, 2025.
• Significant dilution risk from the potential exercise of various outstanding warrants (totaling over 6.4 million shares) and RSUs (294,928 shares), in addition to the 7.9 million shares being registered for resale.
• The credit facility has a high interest rate of 12% per annum.

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 of common stock 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 vulnerable to political, economic, and military instability in the region, including ongoing conflicts and potential escalations.
• Military service call-ups for key personnel (all officers and employees reside in Israel) could disrupt operations, despite no adverse effects reported since October 7, 2023.
• Commercial insurance does not cover losses from war and terrorism, and government coverage for such damages is not assured or sufficient.
• Political instability within Israel, such as changes to the judicial system, could negatively affect the Israeli economy and the company's business.
• The company's ability to obtain additional financing is a forward-looking risk.
• The demand for the company's products is a forward-looking risk.

Future Outlook

The company's future performance is subject to the economic environment, its ability to secure additional financing, the security, political, and economic stability in the Middle East (particularly Israel), and the demand for its products. The company does not undertake to update forward-looking statements.

Management Comments

• "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."
• "Our operations have not been adversely affected by this situation [Israel-Hamas war], and we have not experienced disruptions to our business operations. As such, our product and business development activities remain on track."

Industry Context

Charging Robotics operates in the rapidly evolving electric vehicle (EV) charging infrastructure market, specifically targeting the niche of robotic parking systems where traditional cable charging is impractical. The acquisition of a majority stake in Revoltz Ltd. positions the company to also benefit from the growing micro-mobility and last-mile delivery EV market, diversifying its exposure within the broader EV sector. The focus on wireless charging aligns with industry trends seeking greater convenience and automation in EV charging solutions.

Comparison to Industry Standards

• The PORTO Micro-Mobility EV, developed by Revoltz, offers a 100 km range and 250L delivery payload on a single charge, comparable to a small hatchback car's payload capacity but at a fraction of the cost and with superior urban maneuverability. This positions it competitively against traditional delivery vehicles and other micro-mobility solutions in the last-mile delivery market.
• The company's wireless charging solution for robotic parking systems addresses a unique challenge where human access for cable-based charging is impossible, differentiating it from standard EV charging infrastructure providers.

Management Changes

Corporate Governance

Legal Proceedings

• No material legal proceedings within the past ten years concerning any director or control person involving criminal conviction, pending criminal proceeding, administrative/civil proceeding limiting participation in securities/banking industries, or finding of securities/commodities law violations.
• The company is not aware of any material legal proceedings against its directors, officers, or employees for which indemnification is sought.

Related Party Transactions

• Charging Robotics acquired 100% of Charging Robotics Ltd. from its stockholders on March 28, 2023, in exchange for 6,146,188 common shares and warrants for 6,150,000 shares.
• On June 24, 2025, the company issued 1,385,002 common shares to Revoltz Shareholders in exchange for 32.74% of Revoltz, making Revoltz a majority-owned subsidiary.
• Some directors are also directors or officers of Xylo Technologies Ltd., which is a major shareholder of Charging Robotics.
• Lavi Krasney / Capitalink Ltd. and L.I.A. Pure Capital Ltd., who are significant selling stockholders, were also lenders in the $3.0 million Credit Facility and received Facility Warrants.
• Irit Gilan, a selling stockholder, is the spouse of the chief executive officer of Charging Robotics Ltd.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the resale of 7,928,852 shares by selling stockholders and the existence of over 6.4 million outstanding warrants and RSUs. The Nasdaq uplisting could increase liquidity and visibility, but the large volume of shares for resale might depress the stock price.
• Employees: Operations in Israel face risks from regional political and military instability, including potential military service call-ups for personnel, which could disrupt business.
• Customers: The successful pilot project and planned delivery of wireless charging systems indicate progress in serving the robotic parking system market. Revoltz's distribution agreement for micro-mobility EVs suggests expansion into new customer segments.
• Creditors: The $3.0 million credit facility provides capital, but its repayment is contingent on future equity financing, indicating reliance on market conditions for debt servicing.

Next Steps

• Delivery of the first purchased wireless charging systems for automatic parking facilities in Tel Aviv.
• Approval of common stock for listing on the Nasdaq Capital Market.
• Effectiveness of the registration statement for the resale of shares.
• Potential future equity financing transactions to repay the credit facility.
• The audit and compensation committees will become fully operational upon the effectiveness of the Nasdaq uplisting.
• The Code of Business Conduct and Ethics and the Executive Officer Clawback Policy will become effective upon the effectiveness of the uplisting.

Key Dates

Recommendation

The company is in a transitional phase, moving from OTCID to Nasdaq and showing a strategic pivot towards robotic parking systems and micro-mobility EVs. While the recent net income is positive, it's driven by "other income" and operational losses are increasing, indicating that core business profitability is not yet established. The pending Nasdaq uplisting is a positive catalyst for visibility and liquidity, but the substantial volume of shares being registered for resale by existing stockholders, coupled with significant outstanding warrants, poses a considerable dilution risk that could pressure the stock price. Geopolitical risks in Israel also add uncertainty. A "hold" recommendation is appropriate as investors await clearer signs of sustainable operational profitability and successful integration of the Revoltz acquisition, while monitoring the impact of the uplisting and share resales.

Keywords

Wireless Charging, EV Charging, Robotic Parking Systems, Electric Vehicles, Nasdaq Uplisting, SEC S-1/A, Revoltz Ltd., Micro-Mobility, Israel Technology, Financial Reporting, Equity Offering, Dilution Risk, Corporate Governance