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Charging Robotics Inc.

06/09/2025 | Press release | Distributed by Public on 06/09/2025 06:45

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 2.03 is hereby incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 8, 2025, the Charging Robotics Inc. (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") 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 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.

Copies of the Facility Agreement and the Facility Warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this "Report"), and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to such exhibits.

The securities described herein have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold in the United States absent registration or an applicable exemption from the registration requirements. This Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares of common stock or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Charging Robotics Inc. published this content on June 09, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 09, 2025 at 12:45 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io