Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2026, Charging Robotics Inc. (the "Company") entered into an Earn-Out Milestone Amendment Agreement (the "Amendment Agreement") with certain holders (the "Holders") of warrants (the "Milestone Warrants") previously issued by the Company to Xylo Technologies Ltd. (formerly known as Medigus Ltd.) ("Xylo") pursuant to a Securities Exchange Agreement dated March 28, 2023 (the "Exchange Agreement"), which Milestone Warrants were subsequentially transferred among Xylo and such Holders. Pursuant to the Amendment Agreement, the Company and the Holders have agreed to extend the performance period for the three Milestone Warrants, covering an aggregate of 6,150,000 shares upon achievement of all three milestones, with no incremental vesting, through December 31, 2026. The Amendment Agreement also amends certain of the underlying milestone terms.

The foregoing descriptions of the Amendment Agreement and the Milestone Warrants do not purport to be complete and are qualified in their entirety by reference to the full texts of the form Amendment Agreement and the form of Milestone Warrant, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. The Company is using forward-looking statements when it discusses the achievement of performance milestones set forth in the Exchange Agreement. These forward looking statements are based upon the Company's present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company's control. For this reason, among others, you should not place undue reliance upon the Company's forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

The Milestone Warrants and the shares of common stock issuable upon exercise of the Milestone Warrants have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.