Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. You should review the sections titled "Summary Risk Factors" and Part I, Item 1A. "Risk Factors" in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described below.

Overview

Charging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (EVs) in robotic parking systems. The Company believes that this technology addresses a significant need, as cable-based charging systems are not feasible in these types of parking systems

Our wholly-owned subsidiary, Charging Robotics Ltd., was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless EV charging technology. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotics and stationary platforms. The robotic platform will include a component which is small enough to fit under the vehicle, and which will automatically position itself for maximum-efficiency charging, and upon charging completion will automatically return to its docking station or to charge the next vehicle.

Our current product, for which we have received initial orders from 3 different Automatic Parking Facilities (APS) suppliers, is a system for wireless charging of EV in APSs. We believe that this product solves a big problem inherent to APS. Since the parking area is not accessible, the driver cannot connect a charging cable when the car is parked in its final position. Upon arrival at the APS, the driver parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS when the driver wants to leave the parking. When a driver parks the EV on this plate, they connect a regular charging cable between the EV charging port and a socket installed on the plate. We pre install a wireless electricity receiver on this plate and a wireless electricity transmitter in the final parking position. As the plate and the EV arrive at the final parking position, the system senses the transmitter and receiver are in proximity and the charging process begins. The electricity is transmitted between the building and the plate in a wireless manner - over a distance of about 40mm. The entire process is automatic. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists of a receiving coil and supporting electronics and a socket where the driver connects a cable to the charging socket of the EV. The system's transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates the charging process using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers cannot enter and manually connect a plug. We have received orders for this system from 3 different customers, all APS providers in Israel. These customers include Electra parking solutions, Parkomot and Parking Design. Electra placed an order for 2 systems (each consists of 1 transmitter and 1 receiver) which will be installed in 2 parking locations, Parkomot for 1 system and parking design for 12 systems. One of the Electra systems has been installed in a robotic (automatic) parking system in Tel Aviv. The system started initial testing and additional tests will be done once the parking facility is complete and can accommodate electric vehicles. We are waiting for the parking facility to be ready to accommodate vehicles. This is required in order to complete the testing of our system. In parallel, we have used the time to conduct tests of the system in our laboratory and gain more experience and reduce risks by conducting in-house testing of our system. The Parkomot system is expected to be installed by the end of 2026. The system ASP (average selling price) is about $3,000 US. Since our product is installed in a parking facility, which is a part of a large infrastructure project, we are dependent upon completion of all buildings and the parking facilities before we can complete the installation of our system.

Recent Developments

Private Placements

During the year ended December 31, 2025, the Company issued a total of 185,211 newly issued shares of common stock in a private placement offering total proceeds of $306 thousand. The Company also issued 111,688 shares as finders' fees for past private placement offerings.

Credit Facility

On June 8, 2025, 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"), unless otherwise agreed to by the Lenders to permit a drawdown prior to 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 of December 31, 2025, the Company drew down $638 thousand from the Facility Loan Agreements.

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.

Securities Exchange Agreement

On June 24, 2025, the Company entered into the Exchange Agreement with Revoltz and three Revoltz Shareholders, pursuant to which the Company issued to the Revoltz Shareholders an aggregate of 12.3% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of the Company's common stock, in exchange for 32.74% of Revoltz's issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The Acquisition closed on June 26, and resulted in Revoltz becoming a majority-owned subsidiary of the Company. Revoltz was consolidated into the Company's financial statements as of June 24, 2025.

Private Placement

On March 4, 2026, we entered into a definitive securities purchase agreement, or the March 2026 Purchase Agreement, with certain accredited investors pursuant to which we agreed to sell and issue in a private placement, or the March 2026 Private Placement, an aggregate of 500,000 shares of our common stock, or the PIPE Shares, or pre-funded warrants to purchase shares of common stock, or the PIPE Pre-Funded Warrants, in lieu of the PIPE Shares at a purchase price of $4.00 per PIPE Share and $3.9999 per PIPE Pre-Funded Warrant.

The March 2026 Private Placement and the issuance of the PIPE Shares and PIPE Pre-Funded Warrants is expected to close on the Uplist Date. Aggregate gross proceeds to in respect of the March 2026 Private Placement are expected to be approximately $2.0 million, before deducting other offering expenses payable by us.

The PIPE Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. A holder of the PIPE Pre-Funded Warrants will not have the right to exercise any portion of its PIPE Pre-Funded Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder's or any of the holder's affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise.

In connection with the March 2026 Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement, with the investors. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement, or the Resale Registration Statement, with the SEC to register for resale the PIPE Shares and the shares of common stock issuable upon exercise of the PIPE Pre-Funded Warrants within thirty (30) calendar days after the closing date of the March 2026 Private Placement, or the Filing Date, and to have such Resale Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Resale Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the Resale Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Resale Registration Statement cannot be declared effective, we shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Resale Registration Statement to be declared effective during such period.

Milestone Warrants

On March 28, 2023, we entered into a securities exchange agreement (the "Acquisition Agreement") with the stockholders of CR Ltd. Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023, we acquired 100% of the issued and outstanding stock of CR Ltd., making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of common stock to the former shareholders of CR Ltd.

Pursuant to the Acquisition Agreement, we agreed to issue to the former shareholders of CR Ltd. warrants to purchase 6,150,000 shares of common stock (the "Milestone Warrants"), which such Milestone Warrants are issuable upon our achieving each of the three (3) performance milestones (collectively, the "Earn Out Milestones") as set forth below:

	(i)	A demonstration of wireless charging system capable of charging electric vehicle located inside an automated parking system.
	(ii)	Conditional Purchase Order for first system for automatic car parks.
	(iii)	Commercial agreement for pilot with an organization which was approved by the Company's board -.

On March 23, 2026, we entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants pursuant to which the holders of the Milestone Warrants extended the deadline for achieving the Earn Out Milestones to December 31, 2026 and amended the first milestone set forth above, which was previously "In-house demonstration for automatic robotic charging of an electric vehicle - until December 31, 2025".

Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the Uplist Date at an exercise price of $0.01 per share and will expire the date sixty (60) months after the Uplist Date.

Results of Operations For the Years Ended December 31, 2025 and December 31, 2024

Operating Expenses and Revenues

Our current operating expenses consist of two components - research and development costs, net, and general and administrative costs. We have not generated revenues for the years ended December 31, 2025, and December 31, 2024, respectively.

Research and development costs, net

Research and development costs, net for the year ended December 31, 2025, amounted to $652 thousand, compared to $319 thousand for the year ended December 31, 2024. The increase is mainly due to the increase in expenses resulting from the consolidation of Revoltz into the Company's financial statements following the Acquisition and also due to increase in amortization of technology in the amount of $303 thousand for the year ended 2025.

General and administrative costs

General and administrative costs for the year ended December 31, 2025, amounted to $1,245 thousand, compared to $458 thousand for the year ended December 31, 2024. The increase is mainly due to higher consulting, audit and legal expenses in connection with the proposed uplisting of the Company's shares of common stock to the Nasdaq Capital Market.

Other income

The other income of $1,287 as of December 31, 2025, represents the pre-tax gain recognized from the remeasurement at fair value of a pre-existing equity investment in Revoltz made by the Company's wholly-owned subsidiary, Charging Robotics Ltd. This remeasurement occurred as part of the business combination achieved in stages.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through private offerings of debt and equity in Israel and in the U.S.

As of December 31, 2025 and December 31, 2024, the Company's cash balance was $58 thousand and $175 thousand, respectively.

As of December 31, 2025 and December 31, 2024, the Company's total assets were $9,055 thousand and $332 thousand, respectively.

As of December 31, 2025, the Company had total liabilities of $3,911 thousand that consisted of $935 thousand in accounts payable and other current liabilities, $141 thousand in payables to related parties, $36 thousand in other non-current liabilities, $1,604 thousand in deferred tax liability and $1,195 thousand in short term loans.

As of December 31, 2024, the Company had total liabilities of $945 thousand that consisted of $328 thousand in accounts payable and other current liabilities, $172 thousand in payables to related parties, $32 thousand in other non-current liabilities and $413 thousand in short term loans.

As of December 31, 2025 and 2024, the Company had a negative working capital of $2,016 thousand and $654 thousand, respectively.

On June 8, 2025, the Company entered into the Facility Agreements with the Lenders pursuant to which 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 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. As of December 31 2025, the Company drew down $638 thousand from the Facility Loan Agreements. For additional information, see "Overview-Recent Developments-Credit Facility" above.

We expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2025, we believe our existing cash will not be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:

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finance our current operating expenses;

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pursue growth opportunities;

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hire and retain qualified management and key employees;

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respond to competitive pressures;

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comply with regulatory requirements; and

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maintain compliance with applicable laws.

Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, geopolitical events, such as the Russian invasion of Ukraine and the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.

The Company's operating budget needs to include the planned costs to operate its business, including amounts required to fund the working capital and capital expenditure. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Working Capital and Cash Flows (in thousands of U.S. Dollars)

Working Capital

		December 31,				December 31,
		2025				2024
Current Assets		$	255			$	259
Current Liabilities			2,271				913
Working Capital (deficit)		$	(2,016	)		$	(654	)

Cash Flows

		December 31,				December 31,
		2025				2024
Cash flows used in operating activities		$	(1,053	)		$	(610	)
Cash flows provided by investing activities			2				-
Cash flows from financing activities			934				777
Net increase (decrease) in cash during the year			(117	)			167

Cash Flows from Operating Activities

During the year ended December 31, 2025, we had negative cash flow from operations of $1,053 thousand compared to a negative cashflow of $610 thousand for the year ended December 31, 2024. The increase resulted mainly from a gain from revaluation of an investment in an affiliate, amortization of technology and changes in non-cash working capital.

Cash Flows from Investing Activities

During the year ended December 31, 2025, we had positive cashflow of $2 from investing activities, compared to nil cashflow for the year ended December 31, 2024. The positive cash flow is due to the newly consolidated cash balance of Revoltz.

Cash Flows from Financing Activities

During the year ended December 31, 2025, we had a positive cash flow from financing activities of $934 thousand, compared to a positive cashflow of $777 thousand for the year ended December 31, 2024. The increase resulted mainly from receipt of short-term loans in the amount of $638 thousand during the year ended December 31, 2025 as compared to $367 thousand for the year ended December 31, 2024.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized which could have a material impact on the financial statements. The following is a summary of our significant accounting estimates, and critical issues that impact them:

Accounting for stock-based compensation

We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Because the Company did not have a trading history of its common stock, the expected volatility was derived from the average stock volatilities of similar public companies within the Company's industry that we considered to be comparable to our business over a period equivalent to the expected term of the stock option and warrants granted. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Default on Notes

There are currently no notes in default.

Other Contractual Obligations

As of December 31, 2025, we did not have any material contractual obligations.