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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 4, 2026
CHARGING ROBOTICS INC.
(Name of Registrant as specified in its charter)
| Delaware |
|
000-56253 |
|
20-2274999 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of Incorporation) |
|
|
|
Identification No.) |
| 20 Raul Wallenberg Street |
|
|
| Tel Aviv, Israel |
|
6971916 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(+972) 54 642-0352
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On
March 4, 2026, Charging Robotics Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement
Offering”) an aggregate of 500,000 shares of Common Stock (the “Private Placement Shares”) or pre-funded warrants to
purchase shares of Common Stock (the “Pre-Funded Warrants” and together with the Private Placement Shares, the “Securities”)
in lieu of the Private Placement Shares. at a purchase price of $4.00 per Private Placement Share and $3.9999 per Pre-Funded Warrant.
The
Private Placement Offering and the issuance of the Securities is expected to close on the effectiveness date of an uplisting of the Company’s
Common Stock to a national securities exchange, subject to the satisfaction of customary closing conditions. The Private Placement Offering
was made without an underwriter, placement agent, broker, or dealer.
The
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 Pre-Funded Warrants will not have the right to exercise any portion of its 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 Common Stock would be aggregated with the holder’s or any
of the holder’s affiliates), would beneficially own shares of Common Stock in excess of 4.99% of the number of shares of Common
Stock outstanding immediately after giving effect to such exercise.
In
connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)
with the investors. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Private
Placement Shares and the shares of Common Stock issuable upon exercise of the Warrants within thirty (30) calendar days after the Closing
Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar days after
the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in
the event the 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 Registration Statement cannot be declared effective, the Company shall not be deemed to be in breach of the Registration
Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.
The
Purchase Agreement and the Registration Rights Agreement contain representations, warranties, indemnification and other provisions customary
for transactions of this nature.
Aggregate
gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $2.0 million, before deducting
offering expenses payable by the Company.
The
Private Placement Shares, the Pre-Funded Warrants to be issued in the Private Placement Offering and the shares of Common Stock underlying
the Pre-Funded Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities Act”). The investors have represented that they are accredited investors,
as that term is defined in Regulation D, or qualified institutional buyers as defined in Rule 144(A)(a), and have acquired such securities
for their own account and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities
is being made without any form of general solicitation or advertising. None of the Private Placement Shares, the Pre-Funded Warrants to
be issued in the Private Placement Offering, nor the shares of Common Stock underlying the Pre-Funded Warrants have been registered under
the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and
such applicable state securities laws.
This
Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell or the solicitation to buy nor shall
there be any sale of the securities 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.
The
foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement are not complete, and
are qualified in their entireties by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2 and
10.3, respectively, to this Current Report and are incorporated by reference herein.
Warning Concerning
Forward Looking Statements
This
Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. For example, this Current Report states that the Private Placement Offering is expected
to close on the effectiveness date of an uplisting of the Company’s Common Stock to a national securities exchange. In fact, the
closings of the Private Placement Offering is subject to various conditions and contingencies as are customary in transactions of such
nature in the United States. In addition, the Company is using forward-looking statements when it discusses the completion of final due
diligence, the execution of definitive agreements, approval by the Company’s stockholders and the satisfaction of customary closing
conditions. 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.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information under Item 1.01 of this Current Report regarding the unregistered securities described herein is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated March 4, 2026, by and between Charging Robotics Inc. and each purchaser identified on the signature pages thereto |
| 10.2 |
|
Form of Pre-Funded Warrant |
| 10.3 |
|
Form of Registration Rights Agreement, dated March 4, 2026, by and between Charging Robotics Inc. and each purchaser identified on the signature pages thereto |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ^ |
Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
Charging Robotics Inc. |
| |
|
|
| |
By: |
/s/ Yakov Baranes |
| |
Name: |
Yakov Baranes |
| |
Title: |
Chief Executive Officer |
Date: March 4, 2026
