Charging Robotics (CHEV) extends earn-out warrant milestones to 2026

Rhea-AI Filing Summary

Charging Robotics Inc. entered into an Earn-Out Milestone Amendment Agreement with holders of milestone warrants originally issued to Xylo Technologies Ltd. The amendment extends the performance period for three milestone warrants, covering an aggregate of 6,150,000 shares if all milestones are achieved, through December 31, 2026, and adjusts certain milestone terms. The milestone warrants and the underlying common shares remain unregistered and are being offered and sold in a private placement relying on Section 4(a)(2) and/or Rule 506 of the Securities Act.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 23, 2026

CHARGING ROBOTICS INC.

(Name of Registrant as specified in its charter)

Delaware		001-43029		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 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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Earn Out Milestone Amendment Agreement
10.2		Form of Milestone Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 23, 2026

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FAQ

What agreement did Charging Robotics Inc. (CHEV) announce in this 8-K?

Charging Robotics Inc. entered into an Earn-Out Milestone Amendment Agreement with certain holders of milestone warrants. This agreement modifies existing warrant terms tied to performance milestones originally set under a March 28, 2023 Securities Exchange Agreement with Xylo Technologies Ltd.

How many shares are covered by Charging Robotics’ amended milestone warrants?

The amended milestone warrants cover an aggregate of 6,150,000 shares of common stock upon achievement of all three milestones. These warrants provide equity exposure contingent on meeting updated performance milestones defined in the Earn-Out Milestone Amendment Agreement.

Until when was the performance period for CHEV’s milestone warrants extended?

The performance period for the three milestone warrants was extended through December 31, 2026. This gives additional time for the related performance milestones to be achieved before the warrant-based share issuance conditions expire under the amended terms.

Are Charging Robotics’ milestone warrants registered under the Securities Act?

No, the milestone warrants and the underlying common shares are not registered under the Securities Act. They are being offered and sold as unregistered securities in reliance on exemptions provided by Section 4(a)(2) and/or Rule 506 promulgated under the Securities Act.

Who originally received the milestone warrants now held by CHEV’s warrant holders?

The milestone warrants were originally issued to Xylo Technologies Ltd. (formerly Medigus Ltd.) under a Securities Exchange Agreement dated March 28, 2023. These warrants were later transferred among Xylo and other holders that are now party to the amendment.

Does this CHEV 8-K involve an offer to sell securities to the public?

No, the filing explicitly states it does not constitute an offer to sell or a solicitation to buy securities. Any sales are limited to jurisdictions and conditions where they are lawful, consistent with private offering exemptions under U.S. securities laws.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF EARN OUT MILESTONE AMENDMENT AGREEMENT 17.0 KB
• EX-10.2 FORM OF MILESTONE WARRANT 125.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB