Charging Robotics Inc. Announces Issuance of Milestone Warrants in Significant Equity Transaction

Key Highlights from the Report

• Date of Report: March 23, 2026
• Form Type: 8-K (Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934)
• Registrant: Charging Robotics Inc.
• Business Address: 20 Raul Wallenberg Street, Tel Aviv, Israel
• Emerging Growth Company: Yes
• Unregistered Sale of Equity Securities: Issuance of Milestone Warrants and related shares
• Exemption Relied Upon: Section 4(a)(2) and/or Rule 506 under the Securities Act of 1933

Details of the Transaction

Charging Robotics Inc. has disclosed the unregistered sale of equity securities in the form of Milestone Warrants, which entitle the holders to purchase shares of the company’s common stock. This transaction was executed in reliance on exemptions from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act of 1933. The warrants and the shares issuable upon their exercise have not been registered under federal or state securities laws, and are being offered and sold only to accredited investors.

The issuance of these warrants forms part of an amendment to an earlier earn-out milestone agreement. The specific forms of the amendment and the Milestone Warrant itself are included as Exhibits 10.1 and 10.2 to the filing.

Milestone Warrant Holders and Allocation

The total number of Milestone Warrants issued is 6,150,000, distributed primarily between Capitalink Ltd., L.I.A. Pure Capital Ltd., and Ariel Dor.

Significance and Potential Impact on Shareholders

• Dilution Risk: The issuance of 6.15 million new warrants, if exercised, will significantly increase the number of outstanding shares. This could lead to dilution of existing shareholders’ equity and potentially impact the share price, especially if the warrants are exercised at a price below the then-prevailing market price.
• Price-Sensitive Disclosure: The company explicitly states that these securities have not been registered and are being privately placed. Such placements, especially of this magnitude, are often closely watched by the market as they can signal strategic fundraising, new partnerships, or the fulfillment of performance milestones that could drive future growth.
• Forward Looking Statements: The report cautions investors that it contains forward-looking statements regarding the achievement of performance milestones. These are not guarantees and actual results may differ due to factors beyond the company’s control.
• No Immediate Exchange Listing: The table of securities registered under Section 12(b) of the Exchange Act indicates “N/A” for trading symbols and exchanges, implying that either these warrants are not immediately listed or the underlying shares are not yet exchange-traded.
• Exhibit Availability: Full details of the transaction structures can be found in the attached exhibits (including the form of amendment and the form of warrant), which may contain covenants, anti-dilution provisions, and other terms relevant for investor analysis.

Shareholder Considerations

• The potential for significant dilution should these warrants be exercised in full.
• The terms of the warrants (such as exercise price, anti-dilution protection, and adjustment mechanisms) could influence future capital structure and share price volatility.
• The company is classified as an “Emerging Growth Company,” which may impact disclosure obligations and accounting standards used.
• No indication that the company has elected to use the extended transition period for complying with new or revised accounting standards.
• The transaction does not currently trigger any tender offer, solicitation, or other mandatory communications under SEC rules.

Conclusion

The unregistered sale of 6,150,000 milestone warrants by Charging Robotics Inc. represents a significant development in the company’s capital structure and could be a material event for current and prospective shareholders. The transaction’s scale, potential for dilution, and implications for future fundraising or milestone achievement may be price-sensitive and warrant close investor attention. Shareholders are encouraged to review the full terms of the warrants and amendments in the attached exhibits for a complete understanding of the potential impact.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with professional advisors prior to making any investment decisions regarding Charging Robotics Inc. or its securities. The forward-looking statements contained herein are based on company disclosures as of the date of the filing and are subject to change.

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