Form 8-K
8-K — Charging Robotics Inc.
Accession: 0001213900-26-097409
Filed: 2026-09-04
Period: 2026-08-31
CIK: 0001459188
SIC: 5013 (WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0304014-8k_charging.htm (Primary)
EX-10.1 — FORM OF SHARE PURCHASE AGREEMENT, DATED AUGUST 31, 2026, BY AND BETWEEN CHARGING ROBOTICS LTD. AND CLEARMIND MEDICINE INC (ea030401401ex10-1.htm)
EX-10.2 — FORM OF LOAN AGREEMENT, DATED AUGUST 31, 2026, BY AND BETWEEN CHARGING ROBOTICS LTD. AND CLEARMIND MEDICINE INC (ea030401401ex10-2.htm)
EX-99.1 — CHARGING ROBOTICS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (ea030401401ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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2026-08-31
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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):
August 31, 2026
CHARGING ROBOTICS INC.
(Name of Registrant as specified in its charter)
Delaware
001-42936
20-2274999
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
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 8.01 Other Events
On August 31, 2026, Charging Robotics Ltd. (“Charging Israel”), a wholly owned subsidiary Charging Robotics Inc. (the “Company”),
entered into a share purchase agreement (the “Share Purchase Agreement”) with Clearmind Medicine Inc. (“Clearmind”),
pursuant to which Clearmind agreed to purchase 149 ordinary shares of Charging Israel for an aggregate purchase price of $2.5 million.
Following the closing of the transaction, Clearmind will own 51% of the issued and outstanding share capital of Charging Israel and the
Company will retain a 49% ownership interest. The purchase price for the shares is $16,778 per share.
In connection with, and as
a condition to, the closing under the Share Purchase Agreement, Charging Israel entered into a loan agreement (the “Loan Agreement”)
with Clearmind pursuant to which Clearmind agreed to provide Charging Israel with a loan in the principal amount of $1.5 million. The
loan bears interest at a rate of 4.0% per annum and, unless repaid earlier, matures on the third anniversary of the effective date of
the Loan Agreement, subject to extension under certain circumstances set forth therein and as further described below.
The transactions contemplated by the Share Purchase Agreement and the Loan Agreement are expected to close concurrently during the week
of September 7, 2026, subject to the satisfaction or waiver of customary closing conditions, including payment of the purchase price and
funding of the loan.
Unless earlier repaid, the
outstanding principal amount of the loan, together with accrued and unpaid interest, will become due and payable on the third anniversary
of the effective date of the Loan Agreement. If, as of that date, Charging Israel has not generated positive cash flow from its operating
and financing activities, together with available financing sources, sufficient to repay the outstanding loan amount, as reflected in
its most recently completed financial statements prepared in accordance with IFRS, the repayment date will automatically be extended
until the first date on which Charging Israel has generated such cash flow and available financing sources. During any extension period,
the outstanding principal amount will continue to accrue interest at the rate of 4.0% per annum. Charging Israel may prepay all or any
portion of the loan at any time without penalty, premium or other fee. The Loan Agreement provides that Clearmind may accelerate the
loan following certain events of default, including a failure by Charging Israel to make a required payment within 15 business days after
it becomes due, certain negotiations with creditors regarding a general readjustment or rescheduling of indebtedness, a general assignment
or composition for the benefit of creditors, specified insolvency, liquidation, dissolution or reorganization proceedings, or the levy
or enforcement of legal process against all or a material portion of Charging Israel’s property or assets.
Upon consummation of the
transaction, the Company will cease to own a controlling interest in Charging Israel and Charging Israel will no longer be a wholly owned
subsidiary of the Company. The Company expects to retain a 49% equity interest in Charging Israel following the closing of the transactions.
Upon consummation of the
transaction, Charging Israel will cease to be a consolidated subsidiary of the Company. The Company is filing with this Current Report
on Form 8-K unaudited pro forma condensed consolidated financial information giving effect to the transaction pursuant to Article 11
of Regulation S-X, which information is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing descriptions
of the Share Purchase Agreement and Loan Agreement do not purport to be complete and are qualified in their entirety by reference to
the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated
herein by reference.
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 transactions contemplated by the Share
Purchase Agreement and the Loan Agreement (the “Transactions”) are expected to close during the week of September 7, 2026,
subject to the satisfaction or waiver of customary closing conditions, including payment of the purchase price and funding of the loan.
In fact, the closing of the Transactions is subject to various conditions and contingencies as are customary in transactions of such nature
in the United States. 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.
1
Item 9.01 Financial
Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated
financial information of the Company giving effect to the transaction described in Item 8.01 of this Current Report on Form 8-K is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
Exhibit
No.
Description
10.1
Form of Share Purchase Agreement, dated August 31, 2026, by and between Charging Robotics Ltd. and Clearmind Medicine Inc.
10.2
Form of Loan Agreement, dated August 31, 2026, by and between Charging Robotics Ltd. and Clearmind Medicine Inc.
99.1
Charging Robotics Inc. Unaudited Pro Forma Condensed Consolidated Financial Information
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document)
2
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/ Meni Nachmias
Name:
Meni Nachmias
Title:
Chief Executive Officer
Date: September 4, 2026
3
EX-10.1 — FORM OF SHARE PURCHASE AGREEMENT, DATED AUGUST 31, 2026, BY AND BETWEEN CHARGING ROBOTICS LTD. AND CLEARMIND MEDICINE INC
EX-10.1
Filename: ea030401401ex10-1.htm · Sequence: 2
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE
AGREEMENT (this “Agreement”) is dated as of August 31, 2026 (the “Effective Date”)
by and between Charging Robotics Ltd., a company incorporated under the laws of the State of Israel (the “Company”),
and the undersigned investor in the Investment (as defined below) (the “Investor”).
WITNESSETH:
WHEREAS, the
Company is raising capital by way of an equity investment of US$2,500,000 ($16,778 per share) (the “Purchase Price”
and “Investment”), by issuance of 149 ordinary shares of the Company, no par value per share (the “Ordinary
Shares”), representing immediately after the Closing 51% of the Company’s issued and outstanding share capital on
a fully diluted basis;
WHEREAS, the
Investor’s purchase of Ordinary Shares will be made in accordance with and subject to the terms and conditions of this Agreement;
WHEREAS, concurrently
with the Closing (as defined below) contemplated by this Agreement, the Investor will make a loan to the Company pursuant to the terms
and conditions of a loan agreement to be entered into between the Investor and the Company at the Closing in the form attached hereto
as Appendix A (the “Loan Agreement”), and the parties intend that such loan be made contemporaneously
with the Investor’s purchase of the Securities under this Agreement.
NOW, THEREFORE,
in consideration of the premises and the mutual representation and covenants hereinafter set forth, the parties hereto do hereby agree
as follows:
I. Purchase of Ordinary Shares AND TERMS OF Investment
1.1 Subject
to the terms and conditions hereinafter set forth (including Section 2.18 hereof), the Investor hereby subscribes for and agrees to purchase
from the Company, and the Company agrees to sell to the Investor, such number of Ordinary Shares as is set forth on the signature page
hereof. The aggregate Purchase Price is payable by wire transfer to the Company as follows:
Bank: BANK LEUMI LE-IARELS
B.M
Address: HAMENOFIM 15 HERTSLIYA
ABA Routing #:
IL010 864
SWIFT Code:
LUMIILITXXX
Account Name:
CHARGING ROBOTICS LTD
Account Number:
44910023
Reference:
II. REPRESENTATIONS BY INVESTOR
2.1 The
Investor recognizes that the purchase of the Ordinary Shares involves a high degree of risk including, but not limited to, the following:
(a) the Company requires substantial funds in addition to the proceeds of the Investment in order to fund its operations and the development
of its products; (b) the Company does not expect to generate revenue in the near future (c) an investment in the Company is highly speculative,
and only investors who can afford the loss of their entire investment should consider investing in the Company; (d) the Investor may not
be able to liquidate the Investor’s investment in the Ordinary Shares; (e) the Company’s Ordinary Shares and all other securities,
whether convertible or otherwise (together with the Ordinary Shares, hereinafter collectively, the “Securities”) are
not publicly traded and a public market may never be established; (f) transferability of the Securities may be extremely limited or restricted
by applicable law; (g) in the event of a future disposition of the Securities (or any securities issuable upon conversion and/or exercise
of the Securities), the Investor could sustain the loss of the Investor’s entire investment; and (h) the Company has not paid any
dividends since its inception, does not anticipate paying any dividends in the near future and any future dividends will be subject to
the discretion of and approval by the Company’s Board of Directors.
2.2 The
Investor hereby acknowledges, represents and warrants that (a) the Investor has adequate means of providing for the Investor’s current
financial needs and contingencies; (b) the Investor has knowledge and experience in business and financial matters, prior investment experience
(including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange, and issued
by non-reporting companies),; (c) the Investor is able to bear the economic risk that the Investor assumes by investing in the Securities;
and (d) the Investor can afford a complete loss of the Investor’s investment in the Securities.
2.3 The
Investor hereby (i) acknowledges receipt and careful review of this Agreement, the Company’s current Articles of Association in
the form attached hereto as Appendix B which shall be replaced at the Closing with the amended and restated Articles in the form
attached as Appendix B2 at the Closing (the “Articles” or “Articles of Association” and “Amended
Articles”), the Company’s financial statements for the fiscal year ended December 31, 2025, attached hereto as Appendix
C (the “Financial Statements”), and the Disclosure Schedule attached hereto as Appendix D (the “Disclosure
Schedule” and together with the Articles and Financial Statements, the “Investment Materials”), which
are incorporated herein by reference (and (ii) represents that the Investor has been furnished by the Company with all information regarding
the Company, the terms and conditions of the Investment and any additional information that the Investor has requested or desired to know,
and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of
the Company concerning the Company and the terms and conditions of the Investment; provided, however, that no investigation performed
by or on behalf of the Investor shall limit or otherwise affect its right to rely on the representations and warranties of the Company
expressly contained herein.
2.4 (a)
In making the decision to invest in the Securities, the Investor has relied solely upon the information provided by the Company in this
Agreement. To the extent necessary, the Investor has retained, at its own expense, and relied upon appropriate professional advice regarding
the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Investor disclaims
reliance on any statements made or information provided by any person or entity in the course of Investor’s consideration of an
investment in the Securities other than this Agreement and the results of Investor’s own independent investigation.
2.5
The Investor consents to the placement of a legend on any certificate or other document evidencing the Securities that such securities
have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring
to the restrictions on transferability and sale thereof contained in this Agreement. The Investor is aware that the Company will make
a notation in its appropriate records with respect to the restrictions on the transferability of such Securities
2
2.6 The
Investor hereby represents that the address of the Investor set forth on the signature page hereto is the Investor’s principal residence
if the Investor is an individual or its principal business address if the Investor is an entity.
2.7 The
Investor represents that the Investor has full power and authority (corporate, statutory and otherwise) or capacity, as applicable, to
execute and deliver this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation
of the Investor, enforceable against the Investor in accordance with its terms.
2.8 If
the Investor is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, or
other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such
entity has been duly authorized by such entity to do so.
2.9 Non-Registration.
The Investor understands that the Securities have not been registered under the securities laws of Israel or of any other state or jurisdiction.
The Investor acknowledges that the Securities are not, and will not be, tradable unless they are subsequently registered under applicable
securities laws or an exemption from such registration is available.
2.10 The
Investor is not a US Person and is not Israeli, and the Investor hereby represents that it has satisfied itself as to the full observance
of the laws of its jurisdiction in connection with any invitation to purchase the Securities or any use of this Agreement.
2.11 The
Investor acknowledges and agrees that (i) the information contained in the Offering Materials or otherwise made available to the Investor
by the Company in connection with the Investment is confidential and non-public and (ii) all such information shall be kept in confidence
by the Investor and neither used by the Investor for the Investor’s personal benefit (other than in connection with this Agreement)
nor disclosed to any third party for any reason, notwithstanding that a Investor’s subscription may not be accepted by the Company;
provided, however, that (a) the Investor may disclose such information to its affiliates and advisors who may have a need for such information
in connection with providing advice to the Investor with respect to its investment in the Company, so long as such affiliates and advisors
have an obligation of confidentiality to the Investor no less restrictive than the restrictions contained in this Section 2.13, and (b)
this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible
at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result
of a breach of this provision) after the date hereof or (iii) is received from a third party that is not under any obligation of confidentiality
with respect to such information.
2.12 The
Investor agrees to hold the Company and its directors, officers, employees, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless from and to indemnify them against all liabilities, costs and expenses incurred by them
as a result of (i) any misrepresentation made by the Investor contained in this Agreement or breach of any warranty by the Investor contained
in this Agreement or in any exhibits or appendices attached hereto; (ii) any untrue statement of a material fact made by the Investor
contained herein; or (iii) after any applicable notice and/or cure periods, any breach or default in performance by the Investor of any
covenant or undertaking to be performed by the Investor hereunder, or pursuant to any other Investment Materials entered into by the Company
and Investor relating hereto. Notwithstanding the foregoing, in no event shall the liability of the Investor hereunder be greater than
the aggregate Purchase Price paid for the Securities by the Investor as set forth on the signature page hereto.
2.13 If
the Investor is an entity, upon request of the Company, the Investor will provide true, complete and current copies of all relevant documents
creating the Investor, authorizing its investment in the Company and/or evidencing the due authority of the signatory to this Agreement.
3
2.14 Brokers.
The Investor has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as
a direct result of any action taken by the Investor, any liability for brokerage or finders fees, directly or indirectly, or any similar
charges in connection with the Investment. In the event that the preceding sentence is in any way inaccurate, Investor agrees to indemnify
and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the reasonable
costs and expenses of defending against such liability) for which the Company, or any of their respective directors, employees or representatives,
is responsible.
2.15 No
Conflicts. The execution, delivery and performance by an Investor of this Agreement and the consummation by such Investor of the transactions
contemplated hereby will not (i) result in a violation of the organizational documents of such Investor; or (ii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor,
except in the case of clause (ii) above, for such conflicts, defaults, rights or violations which could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.
III. REPRESENTATIONS BY AND COVENANTS OF THE COMPANY
The Company
hereby represents and warrants to the Investor, as of the date of this Agreement (other than representations and warranties that relate
to a specific date, which are given as of such date), as follows:
3.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Israel and has full corporate power and authority to own and use its properties and assets as currently owned and conduct
its business as currently conducted and as described in the Investment Materials. The Company is not in a status of a “breaching
company” (hevra mefer’a) under the records of the Israeli Registrar of Companies. Except as prescribed under Schedule 3.1
of the Disclosure Schedule, the Company does not have any subsidiaries. The Company is not aware that it is in violation of any of
the provisions of its Articles of Association. The Company is duly qualified to conduct business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, would not have a material adverse effect on (i) the
legal and valid issuance of the Securities, (ii) the enforceability of this Agreement against the Company or the Company’s ability
to perform, its obligations hereunder, or (iii) the results of operations, assets, business and financial condition of the Company, taken
as a whole (any of (i), (ii) or (iii), a “Material Adverse Effect”). The Company has not taken any corporate
action or failed to take any such action, which action or failure would preclude or prevent the Company from conducting its business immediately
after the Closing in the manner heretofore conducted. To the Company’s knowledge, there are no franchises, permits, licenses, and
any similar authority necessary or required under any law, regulation, rule or ordinance, for the conduct of its business as now being
conducted and as currently proposed to be conducted.
4
3.2 Capitalization.
As of the Effective Date, the Company authorized share capital consists of 143 Ordinary Shares, of which 143 Ordinary Shares were issued
and outstanding. Except as set forth on Schedule 3.2 of the Disclosure Schedule, the Articles,(i) there are no outstanding securities
issued by the Company which contain any preemptive, redemption or similar provisions, (ii) to the Company’s knowledge no holder
of securities of the Company is entitled to preemptive or similar rights arising out of any agreement or understanding with the Company
by virtue of the Investment, (iii) there are no contracts, commitments, understandings or arrangements by which the Company is or may
become bound to redeem a security of the Company; (iv) the Company has no outstanding stock appreciation rights, “phantom stock”
plans or any similar plan or agreement; and (v) there are no outstanding options, warrants, agreements, convertible securities, preemptive
rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or contracts, commitments,
understandings, or arrangements by which the Company is or may become bound to issue any shares of capital stock of the Company, or securities
or rights convertible or exchangeable into shares of capital stock of the Company. Other than as set forth on Schedule 3.2 of the Disclosure
Schedule, or other restrictions imposed by applicable law and the Articles, there are no restrictions upon the voting or transfer
of any of the shares of capital stock of the Company pursuant to the Articles or any material agreement or other instrument to which the
Company is a party or by which the Company is bound. All of the issued and outstanding shares of the Company are validly issued, fully
paid and nonassessable and the Company is unaware of the existence or creation of any mortgages, pledges, liens, claims, charges, encumbrances
or other restrictions (collectively, “Encumbrances”). All of the Company’s outstanding capital stock has
been issued in accordance with the applicable securities laws. Except as set forth on Schedule 3.2 of the Disclosure Schedule,
the issuance and sale of the Securities, as contemplated hereby, will not obligate the Company to issue Ordinary Shares or other securities
to any other person (other than other investors in the Investment) and will not result in the adjustment of the exercise, conversion,
exchange or reset price of any outstanding Company security. All Securities, when issued, and delivered against payment therefor in accordance
with this Agreement, will be duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive rights, rights of
refusal, co-sale rights and any other Encumbrances and will have the rights, preferences, privileges, and restrictions set forth in the
Company’s Articles of Association, as may be amended from time-to.
The Company is not under any obligation
to register for trading on any securities exchange any of its currently outstanding securities or any of its securities which may hereafter
be issued. Since its incorporation, there has been no declaration or payment by the Company of dividends, or any distribution by the Company
of any assets of any kind to any of its shareholders in redemption of or as the purchase price for any of the Company’s securities
3.3 Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into, execute and deliver this Agreement and each
other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation of the transactions
contemplated hereby, and to perform fully its obligations hereunder and thereunder. All corporate action on the part of the Company and
its Board of Directors and shareholders, to the extent necessary for the (a) authorization, execution, delivery and performance of this
Agreement by the Company; and (b) authorization, sale, issuance and delivery of the Securities has been taken or will be taken prior to
the Closing. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and
to limitations of public policy, and other than filings with the Registrar to be affected following the Closing and notice to the IIA
(as hereinafter defined) with respect to the issuance of the Purchased Shares made hereunder. The Securities are duly authorized and,
when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable.
5
3.4
No Conflict; Governmental Consents.
(a) The
execution and delivery by the Company of this Agreement, the issuance and sale of the Securities and the consummation of the other transactions
contemplated hereby do not and will not (i) result in the violation of any applicable law, statute, rule, regulation, order, writ, injunction,
judgment or decree of any court or governmental authority to or by which the Company is bound including without limitation all foreign,
federal, state and local laws applicable to the Company, except in each case as would not have a Material Adverse Effect, (ii) conflict
with or violate any provision of the Articles, and (iii) conflict with, or result in a material breach or violation of, any of the terms
or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination,
amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any Material Contract (as defined below)
to which the Company is a party or by which any of them is bound, nor result in the creation or imposition of any Encumbrances upon any
of the properties or assets of the Company.
(b) No
further approval by the Company’s Board of Directors, holders of Ordinary Shares, or other equity securities of the Company, is
required under Applicable Laws or the Articles, to be obtained by the Company in connection with the authorization, execution, delivery
and performance of this Agreement or in connection with the authorization, issue and sale of the Securities by the Company to the Investor
except as has been obtained, or will be obtained post- Closing as detailed in this Agreement.
(c) No
consent, approval, authorization or other order of any governmental authority or to Company’s knowledge any other person is required
to be obtained by the Company in connection with the authorization, execution, delivery and performance of this Agreement or in connection
with the authorization, issue and sale of the Securities, except such post-sale filings as may be required to be made with the Israeli
Innovation Authority and the Companies Registrar, all of which shall be made when required.
(d) The
Company is not aware of any material default (a) under the Articles, (b) under any note, indenture, mortgage, lease, material agreement,
contract, purchase order or other instrument, document or agreement to which the Company is a party or by which it or any of its material
property is bound, or (c) with respect to any law, statute, ordinance, regulation, order, writ, injunction, decree, or judgment of any
court or any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign applicable to the Company,
except, in each case, as would not reasonably be expected to have a Material Adverse Effect.
3.5 Regulatory
Permits: Licenses. To the Company’s knowledge, The Company possesses the certificates, authorizations, licenses and permits
issued by regulatory authorities necessary to conduct its business as currently conducted (“Material Permits”),
except where the failure to possess such Material Permits would not have a Material Adverse Effect, and the Company has not received any
notice of any action, arbitration, claim, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before any federal, state, local or
foreign government or any court of competent jurisdiction, administrative or regulatory body, agency, bureau, or commission in any domestic
or foreign jurisdiction, any appropriate division of any of the foregoing or any arbitrator, or other legal action (each, a “Proceeding”)
relating to the revocation or modification of any Material Permit that would reasonably be expected to have a Material Adverse Effect.
6
3.6 Litigation.
There are no pending or, to the Company’s knowledge, threatened Proceedings against the Company. The Company is not a party or subject
to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would
materially adversely affect the business, property, financial condition or operations of the Company. There is no Proceeding by the Company
currently pending in any court or before any arbitrator or that the Company intends to initiate. Neither the Company nor to its knowledge
any director or officer is the subject of any action involving a claim of violation of, or liability under, any applicable securities
laws or a claim of breach of fiduciary duty related to the Company. There is no pending or, to the Company’s knowledge, contemplated
investigation by any governmental authority involving the Company or to its knowledge director or officer of the Company related to the
Company. No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, composition
or arrangement with creditors, voluntary or involuntary, affecting the Company or any of its material assets or properties, is pending
or, to the knowledge of the Company, threatened. The Company has not taken any action in contemplation of, or that would constitute the
basis for, the institution of any such insolvency proceedings.
3.7 Brokers.
Neither the Company nor to its knowledge any of the Company’s officers, directors or employees has employed or engaged any broker
or finder in connection with the transactions contemplated by this Agreement and no fee or other compensation is or will be due and owing
on behalf of the Company to any broker, finder, underwriter, placement agent or similar person in connection with the transactions contemplated
by this Agreement.
3.8 Material
Changes. Since June 30, 2026, except as set forth in Schedule 3.8 of the Disclosure Schedule: (i) there has been no
event, occurrence or development that has had a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent
or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent
with past practice and (B) liabilities reflected in the Company’s financial statements pursuant to generally accepted accounting
principles, (iii) the Company has not altered its method of accounting or the identity of its auditors, (iv) the Company has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock.
3.9 No
General Solicitation. None of the Company, any of its affiliates, or any person acting on its behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the Investment.
3.10 Subsidiary.
Except as set forth in Schedule 3.1 of the Disclosure Schedule, the Company does not own or control or have the right
to acquire, any of the issued and outstanding share capital of any other company, or rights thereto, and is not, a participant in any
partnership, joint venture or other business association.
3.11 Directors,
Officers. Schedule 3.11 of the Disclosure Schedule contains a list of all directors and officers of the Company. Except
as set forth in the Schedule 3.11 of the Disclosure Schedule, the Company does not have any agreement, obligation or
commitment with respect to the election of any individual or individuals to the Board and to the Company’s knowledge there is no
voting agreement or other arrangement among the Company’s shareholders. Except as set forth Schedule 3.11 of the
Disclosure Schedule, the Company does not have any agreements, commitments and understandings, whether written or oral, with respect
to any compensation to be provided to any of the Company’s directors or officers in addition to that set forth in their respective
written employment agreements with the Company other than reimbursement of expenses related to the Company in the ordinary course of business.
3.12 Financial
Statements. The Financial Statements are true and correct in all material respects, were prepared in accordance with US GAAP on
a consistent basis, and fairly and accurately present the financial position of the Company as of the dates set forth therein and
the results of its operations for the periods then ended. The Company does not have any liabilities, debts or obligations, whether
accrued, absolute or contingent, other than (a) liabilities reflected or reserved against in the Financial Statements,
(b) liabilities that have been incurred in the ordinary course of business of the Company as of August 25, 2026 in an aggregate
amount which does not exceed US $320,000 , and (c) except as set forth in Schedule 3.12 of the Disclosure
Schedule
Without derogating from the generality of the foregoing, except as set forth in the Financial Statements, the
Company is not a guarantor of any debt or obligation of another, nor has the Company given any indemnification not in the ordinary
course of business, loan, security or otherwise agreed to become directly or contingently liable for any obligation of any person,
and no person has given any guarantee of, or security for, any obligation of the Company.
7
3.13
Ownership of Assets. The Company does not currently own, lease or license any tangible properties or assets other than those set
forth in Schedule 3.13 of the Disclosure Schedule. The Company has good and marketable title to all of the assets
set forth in Schedule 3.13, such assets are not subject to any mortgage, pledge, lien, security interest, conditional
sale agreement, encumbrance or charge, and such assets are sufficient in all material respects for the conduct of the Company’s
business as currently conducted. The Company is not in default or in breach of any material provision of its leases or license, and the
Company holds a valid leasehold or licensed interest in the property it leases or licenses.
3.14
Intellectual Property and Other Intangible Assets.
(a)
The Company owns and has developed, or has a valid and enforceable license or other right to use, free and clear of all liens, claims
and restrictions, all patents, trademarks, service marks, trade names and copyrights, and applications, licenses and rights with respect
to the foregoing, and all trade secrets, including know-how, inventions, designs, industrial designs, processes, works of authorship,
computer programs, algorithms, formulae and technical data and information (collectively herein, “Intellectual Property”)
used and sufficient for use in the conduct of its business as now conducted and as presently proposed to be conducted (collectively herein,
“Company Intellectual Property”). All rights, title and interests of the Company in or to the Company Intellectual
Property are valid and in full force and effect.
(b)
Except as set forth in Schedule 3.14 of the Disclosure Schedule no Company Intellectual Property is subject to
any restriction, constraint, control, supervision or limitation as a result of (i) the receipt or use by the Company or, to the
Company’s knowledge, any of its current or former directors, officers, employees, independent contractors and consultants, of any
funding, facilities, personnel or support from any governmental entity, foundation or any public or private university, college, or other
educational institution or research center in the development of any Company Intellectual Property, or (ii) to the knowledge of
the Company, the involvement in, contribution to, or creation or development of any Company Intellectual Property, by any current or
former director, officer, or independent contractor of or consultant to the Company who performed services for or held any position with
any governmental entity, foundation or any public or private university, college, or other educational institution or research center.
(c)
Schedule 3.14 of the Disclosure Schedule sets forth a true and complete list or description of all registered
patents, and applications for the registration of patents owned by the Company.
(d)
Except as set forth on Schedule 3.14 ) of the Disclosure Schedule no claim by any third party contesting the validity,
enforceability, use or ownership of any Company Intellectual Property has been received by the Company or, is currently outstanding or
has been threatened against the Company, and to the knowledge of the Company, there are no grounds for the same. No loss, expiration,
reexamination, reissue, opposition, or declaratory judgment action pertaining to any Company Intellectual Property is pending. The Company
has not received any claim of any infringement, dilution or misappropriation by, or other possible conflict with, any third party with
respect to any of the services or products of the Company, the Company’s Intellectual Property, or activities necessary to conduct
the business of the Company as currently conducted and as presently contemplated to be conducted (including any demand or request that
Company license rights from a third party). Without having conducted a patent search, the services and products of the Company, and the
activities necessary to conduct the business of the Company, as currently conducted and as presently contemplated to be conducted to
the knowledge of the Company have not infringed, directly or indirectly, diluted, misappropriated or otherwise violated, and are not
now infringing, directly or indirectly, diluting, misappropriating or otherwise violating any Intellectual Property of any third party.
To the Company’s knowledge, no Company Intellectual Property has been infringed, diluted, misappropriated or otherwise violated
by any third party.
8
(e)
Except as set out in Schedule3.14 ) of the Disclosure Schedule, and other than with respect to commercially available software
products under standard end-user object code license agreements and apart from royalties owed to the IIA, if any, the Company does not
owe any royalties to third parties in respect of any Company Intellectual Property.
(f)
Any and all Intellectual Property of any kind which has been developed, or is currently being developed, for the benefit of the Company
by an employee, officer, service provider or consultant of the Company, is solely owned by the Company, free and clear of all liens,
claims and restrictions, except as set forth in Schedule 3.14 of the Disclosure Schedule. The Company has taken security
measures to protect the secrecy, confidentiality and value of all the Company Intellectual Property, which measures are customary in
the industry in which the Company operates and of similar level of operations. Each of the Company’s officers, employees, service
providers and consultants who were engaged in the development of the Company Intellectual Property has entered into written agreements
with the Company assigning all rights (including moral rights, if applicable) in the intellectual property developed in the course of
their employment by or engagement with the Company exclusively to the Company.
3.15
Taxes. The Company has accurately prepared and timely filed all tax returns and reports required by it under applicable law. All
tax returns and reports of the Company are true and correct in all material respects and the Company has paid on time all taxes and other
assessments due. No deficiency assessment or proposed adjustment of income or payroll taxes of the Company is pending and the Company
has no knowledge of any material liability for any tax to be imposed.
3.16
Material Contracts. Schedule 3.16 of the Disclosure Schedule contains a true and complete list of all
material contracts, agreements and commitments to which the Company is a party or by which its property is bound. To Company’s
knowledge each of such contracts and agreements is in full force and effect, and neither the Company nor, to the Company’s knowledge,
any other party thereto, is in breach of any material obligation thereof and the Company has not received any notice that any other party
or parties to any such material contract intend to exercise any right of cancellation, termination or non-renewal thereof. The execution
and performance of this Agreement and the Transaction Documents by the Company, and the sale and issuance of the Purchased Securities
pursuant hereto, will not, to its knowledge, with or without the passage of time or giving of notice, result in any such violation, or
be in conflict with or constitute a default under any material contract.
The term Material Contracts shall include,
without limitation: (i) any agreement with respect to any transaction or engagement to which the Company is a party and in which
the amount involved exceeds US $20,000; (ii) any agreement which restricts or limits the Company’s right to do business or
compete in any area or any field with any person, firm or company, or to develop, manufacture or distribute any of the Company’s
products or services; (iii) any guarantee, indemnity, security or other agreement pursuant to which the Company agrees to become
directly or contingently liable for any obligation of any other person, or any other person agrees to become directly or contingently
liable for any liability or obligation of the Company; (iv) the license of any Intellectual Property by the Company to any third
party or by a third party to the Company; and (v) is not terminable by the Company on thirty (30) days notice..
9
3.17
Employees; Service Providers. Schedule 3.17 of the Disclosure Schedule lists (a) all employees currently
engaged by the Company, and (b) all engagement agreements between the Company and consultants currently engaged by the Company.
To its knowledge, the Company has complied in
all material respects with all applicable employment laws, and agreements relating to employment, terms and conditions of employment.
Except as set forth in Schedule 3.17 of the Disclosure Schedule, the Company has paid in full to all of its employees
all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees, and has made all deductions
and payments to the relevant tax authorities and other governmental authorities required to be made in connection with the employment
of its employees on or prior to the Effective Date. The Company is not bound by or subject to (and none of its assets or properties is
bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union except for those
provisions of general agreements between the Histadrut and any Employers’ Union or Organization which are applicable by Extension
Order to all the employees in Israel or in a specific industry in Israel. Other than as detailed in Schedule 3.17 all severance pay
and accrued vacation days due to the Company’s employees are fully funded or reserved for in the financial statements of the Company.
3.18 Government
Incentives. The Company has not received and has not applied for any grants, incentives, benefits (including tax benefits) or subsidies
(collectively the “Benefits”) from any governmental or regulatory authority or any agency thereof, including without
limitation the Israeli Investment Center, apart from the Benefits listed in Schedule 3.18 of the Disclosure Schedule.
Schedule 3.18 of the Disclosure Schedule sets forth the Company’s outstanding liabilities to the IIA. To
its Knowledge the Company has complied at all times and will continue to comply, in all respects with the instructions, rules and regulations
of the IIA, including but not limited to the Law of the Encouragement of Industrial Research and Development Law (1984) and with respect
to the terms and conditions of any IIA funding, and has not acted in breach of any undertakings and obligations relating thereto.
3.19 Insurance.
A list of the insurance policies held by the Company is set forth in Schedule 3.19 of the Disclosure Schedule.
The insurance policies are such as would be reasonable and customary for companies like the Company.
3.20 Knowledge.
For the purpose of this Section 3, reference to the knowledge of the Company means the actual knowledge of the Company’s Chief
Financial Officer, Chief Executive Officer and the Company’s directors of a particular fact, circumstance, event or other matter
in question after reasonable inquiry.
3.21 Full
Disclosure. No representation or warranty of the Company contained in the Investment Materials, nor any certificates made or delivered
in connection herewith or therewith, contains to its knowledge any untrue statement of a material fact or to the Company’s knowledge
omits to state a material fact necessary to make the statements contained herein not misleading, in view of the circumstances in which
they were made. The Investor has the right to rely fully upon all representations and warranties of the Company contained in this Agreement
and in the other Investment Materials. The right of the Investor and any other indemnified party hereto to be indemnified upon a breach
of any of the representations and warranties contained herein is regardless of and shall not be limited to as a result of, any due diligence
investigation, which was conducted by the Investor and any information brought to the attention of the Investor prior to the Closing.
10
3.22 Indebtedness.
Schedule 3.11 of the Disclosure Schedule sets forth as of the date hereof all outstanding secured and unsecured Indebtedness
of the Company, or for which the Company or any subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed by the Company in excess of $20,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others
to third parties, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),
except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of
business; and (z) the present value of any lease payments in excess of $20,000 due under leases required to be capitalized in accordance
with IFRS. Neither the Company nor any subsidiary is in default with respect to any Indebtedness.
IV. CONDITIONS TO OBLIGATIONS OF THE INVESTOR
4.1 The
Investor’s obligation to purchase the Securities at the Closing at which such purchase is to be consummated is subject to the fulfillment
on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Investor to the extent permitted
by law:
(a) Representations
and Warranties; Covenants. The representations and warranties made by the Company in Section III shall be true and correct (without
giving effect to any “Material Adverse Effect,” “material,” “materially” or similar materiality qualifications
therein) in all material respects as of the date hereof and as of the date of any Closing (the “Closing” and
the “Closing Date”), except for those representations and warranties which expressly relate to an earlier date,
in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (without
giving effect to any “Material Adverse Effect”, “material”, “materially” or other similar materiality
qualification therein). All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior
to the date of such applicable Closing shall have been performed or complied with in all material respects.
(b) No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.
(c) No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such
sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except as otherwise
provided in this Agreement).
(d) Officers’
Certificate. The Company shall have furnished to the Investor a certificate by a duly authorized officer of the Company in the form
attached hereto as Annex A.
Investor
V. CONDITIONS TO OBLIGATIONS OF THE COMPANY
5.1 The
Company’s obligation to sell and issue the Securities at the applicable Closing at which such sale and issuance is to be consummated
is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of
the Company to the extent permitted by law:
(a) Representations
and Warranties; Covenants. The representations and warranties made by the Investor in Section II shall be true and correct in all
material respects as of the date hereof and as of the date of the Closing, except for those representations and warranties which expressly
relate to an earlier date, in which case such representations and warrants shall have been true and correct in all material respects as
of such earlier date. All covenants, agreements and conditions contained in this Agreement to be performed by the Investor on or prior
to the date of such Closing shall have been performed or complied with.
11
(b)
No Legal Order Pending. There shall not be in effect any legal or other order enjoining or restraining the transactions
contemplated by this Agreement.
(c) No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such
sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except as otherwise
provided in this Agreement).
(d) Investment.
Investor shall deliver to the Company the Purchase Price in US$, in immediately available funds, by wire transfer to Company’s bank
account detailed above.
(e) Execution
and Delivery of Loan Agreement; Funding of Loan. The Investor shall have duly executed and delivered the Loan Agreement, and
the Loan Agreement shall be in full force and effect. Concurrently with the Closing, the Investor shall have funded, or shall simultaneously
fund, the loan to the Company in accordance with the terms of the Loan Agreement.
VI. Deliveries and Transactions at the Closing
Closing. At the Closing, the
following transactions shall occur simultaneously, and no transaction shall be deemed to have been completed or any document delivered
until all such transactions have been completed and all required documents delivered to the satisfaction of the Investor. The Company
shall deliver to the Investor:
(a) Shareholders Resolution. True and correct copies of duly executed resolutions of the Company’s
shareholders, in the form attached hereto as Annex B1 by which, inter alia (i) the execution and performance
by the Company of this Agreement (including all schedules and exhibits attached hereto), and all other instruments, documents and agreements
contemplated hereby or thereby or ancillary hereto or thereto (the “Transaction Documents”); (ii) the increase
of the authorized share capital of the Company; (iii) the adoption of the amended and restated articles of association in the form attached
hereto as Annex B2;
(b) Board Resolution. True and correct copies of a duly executed resolution of the Board, in the form
attached hereto as Annex B3 by which, inter alia (i) the execution and performance by the Company of the Transaction
Documents; (ii) the issuance of the Securities to the Investor;
(c) Share Certificates. Validly executed share certificate in the form attached hereto as Annex
C in the name of each Investor, reflecting the shares issued upon the Closing.
(d) Shareholders Register. A copy of the Company’s Shareholders Register updated to include the
registration and allotment of the Ordinary Shares to the Investor, in the form attached hereto as Annex D.
(e) Loan. Each of the Company and the Investor shall have duly executed and delivered the Loan Agreement,
and the Investor shall concurrently fund the loan to the Company in accordance with the terms thereof.
12
The Investor shall deliver to the
Company:
(a) Investment. Investor shall deliver to the Company the Purchase Price in US$, in immediately available
funds, by wire transfer to Company’s bank account detailed above.
(b) Investor shall concurrently fund the loan pursuant to the Loan Agreement to the Company in accordance
with the terms thereof.
(c) Notice to the IIA. Investor shall execute a Letter of Undertaking to the Israel Innovation Authority,
(the “IIA”) in the form attached hereto as Annex E.
(d) Copies of the Investor’s incorporation documents.
VII. ADDITIONAL COVENANTS OF THE COMPANY
6.1 Securities
Laws; Publicity. The Company and the Investor shall consult with each other in issuing any press releases with respect to the transactions
contemplated hereby. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name
of the Investor in any filing with any regulatory agency or trading market, without the prior written consent of the Investor, except:
(a) as required by federal securities law in connection with any filing of any Investment Materials (including signature pages thereto)
and (b) to the extent such disclosure is otherwise required by law, in which case the Company shall, if permitted by applicable law, provide
the Investor with prior notice of such disclosure permitted under this clause (b).
6.2 Notice
to the IIA. Immediately following the Closing, the Company shall deliver to the IIA the executed IIA notice of change in ownership
and the relevant undertakings.
6.3 Notices
to Israeli Registrar of Companies. Promptly following the Closing, the Company shall make all necessary reports to and filings and
with the Registrar in respect of the actions and transactions effected at the applicable closing.
6.4 Indemnification
of Investor.
Survival. Each representation
and warranty in Section 3 hereof is deemed to be made on the date of this Agreement and the Closing Date and shall survive and remain
in full force and effect for a period of 12 months following the date of the Closing, other than representations and warranties set
forth in Sections 3.1 (Organization), Section 3.2 (Capitalization) and Section 3.3(Authorization) that shall survive
and remain in full force and effect until the end of the applicable statute of limitation (the “Claims Period”).
Indemnification. In the event
of any claim brought by Investor for breach or misrepresentation of any covenant, warranty or representation made by the Company, the
Company shall indemnify the Investor and hold it harmless from any and all direct losses, damages, costs, obligations, liabilities, expenses,
settlement payments, awards, judgments, taxes, fines, penalties, deficiencies, fees (including reasonable legal fees) or other charges
(collectively, a “Loss”) (including, a decrease in the value of the Purchased Shares ) sustained or incurred by Investor
as a result of or in connection with the said breach or misrepresentation.
Notwithstanding the foregoing sentence,
the Company’s liability shall be limited as follows:
No claim or claims for indemnification
under this Section shall be brought, unless the aggregate amount of such claim(s) shall equal or exceed US$100,000 in which case indemnification
shall be made from the first dollar amount;
No claim shall be brought after the
lapse of the applicable Claims Period;
13
The total liability for indemnification
by the Company hereunder towards Investor shall be limited to the Purchase Price paid by such Investor; and
In the event that Investor or its respective
shareholders, directors, officers and employees (each, an “Indemnified Party”) shall sustain or incur any Losses in
respect of which indemnification may be sought by it pursuant hereto, such Indemnified Party shall assert a claim for indemnification
(a “Claim”) by giving written notice thereof, which shall describe in reasonable detail the facts and circumstances
upon which the asserted claim for indemnification is based, to the Company (“Indemnitors”) and shall thereafter keep
the Indemnitors reasonably informed with respect thereto. In connection with a third-party claim, the Company shall promptly assume the
defense of the Claim with counsel reasonably satisfactory to the Indemnified Party, and the fees and expenses of such counsel shall be
borne by the Company. The Indemnified Party will cooperate with the Company in the defense of any Claim for which the Company assumes
the defense, at Company’s reasonable cost and expense. The Company will not agree, without the consent of the Indemnified Party,
which consent shall not be unreasonably withheld, to any settlement of a Claim, provided however that to the extent a settlement refers
to the fault, guilt or culpability of the Indemnified Party or involves a settlement amount that exceeds the Indemnitors liability hereunder,
the Indemnified Party may object thereto in its sole and absolute discretion.
Notwithstanding anything to the contrary
herein, none of the aforesaid limitations on the indemnification obligations of the Company shall apply in the event of fraud or willful
misconduct or intentional misrepresentation.
The indemnification provided by the
Company under this Section 6 and the enforcement of such indemnification shall be the sole and exclusive remedy available to the
Investor against the Company, its shareholders, directors, officers, employees, consultants and representatives in connection with misrepresentation
or breach of any warranty, representation, covenant or agreement of the Company specified in this Agreement.
6.5
Use of Proceeds. The Company shall use the net proceeds from the Investment for repayment of its outstanding liabilities (USD
3.3 million as of June 30, 2026) and to support its ongoing business operations.
7.
MISCELLANEOUS
Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return receipt requested, delivered by hand against written receipt
therefor, or sent in portable document format (“pdf”) via electronic mail, addressed as follows:
if to the Company, to it at:
Charging Robotics Ltd.
20 Raul Wallenberg Street
Tel Aviv, Israel
E-mail: tali@chargingrobotics.com
14
Greenberg Traurig, P.A.
One Azrieli Center
Round Tower, 30th floor
132 Menachem Begin Rd
Tel Aviv , Israel 6701101
Attention: David Huberman, Esq.
Email: david.huberman@gtlaw.com
Primes & Co.
16 Derech Hayam (Sea Road)
Mount Carmel, Haifa, Israel 34741
Attention: Meytal Katz, Adv.
Email: meytal@pgs-law.co.il
if to the Investor, to the Investor’s address indicated
on the signature page of this Agreement.
7.1 Notices
shall be deemed to have been given or delivered (i) on the third (3rd) business day following the date of postmark in the case of delivery
by registered or certified mail, (ii) on the date of delivery in the case of delivery by hand or (iii) on the date of delivery if delivered
by electronic mail; provided that if such e-mail is received after 4:00 p.m. Eastern Time on a business day or at any time on a non-business
day, such notice shall be deemed delivered on the following business day. Except as otherwise provided herein, this Agreement shall not
be changed, modified or amended except by a writing signed by the Company and the Investor, and this Agreement may not be discharged except
by performance in accordance with its terms or by a writing signed by the Company and the Investor. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right.
7.2 Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the Company and the
Investor, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the Company
and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
7.3 This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than in connection
with a change of control or by operation of law). The Investor may assign any or all of its rights under this Agreement to any Person
to whom the Investor assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to
the transferred Securities, by the provisions of the Investment Materials that apply to the “Investor.”
7.4 The
Investment Materials, together with the exhibits and appendices hereto and thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.
7.5 Any
Proceeding relating to this Agreement or the transactions contemplated hereby shall be governed by and construed and enforced in accordance
with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof. Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Investment
Materials (whether brought against a party hereto or its affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the courts of Tel Aviv. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts sitting
in Tel-Aviv the State of Israel for the adjudication of any Proceeding related to this Agreement, the other Investment Materials or the
transactions contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any Proceeding that it is not
personally subject to the jurisdiction of any such court, that Proceeding is improper or is an inconvenient venue for such Proceeding.
15
7.6 In
order to discourage frivolous Proceedings the parties agree that unless a claimant in any Proceeding arising out of this Agreement succeeds
in establishing a claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the
other parties to the Proceeding), then the non-claimant party shall be entitled to recover from such claimant all of such other party’s
reasonable legal costs and expenses relating to such Proceeding and/or incurred in preparation therefor.
7.7 If
any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid by a court
of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than
those to which it is held invalid by such court, shall not be affected thereby.
7.8 Subject
to applicable statute of limitations, the representations and warranties contained herein shall survive the Closing and the delivery of
the Securities
7.9 The
Company and the Investor agree to execute and deliver all such further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
7.10 This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together
shall constitute one and the same instrument.
7.11 Except
as provided in Section 7.5, nothing in this Agreement shall create or be deemed to create any rights or remedies in any person or entity
that is not a party to this Agreement.
7.12 The
Company and the Investor agree that in the event of any breach or threatened breach by the other party of any covenant, obligation or
other provision set forth in this Agreement, the non-breaching or non-threatening party, as applicable, shall be entitled (in addition
to any other remedy that may be available to it) to seek (a) a decree or order of specific performance or mandamus to enforce the observance
and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or threatened breach.
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16
ORDINARY SHARES BEING SUBSCRIBED FOR: 149
PURCHASE PRICE (PER SHARE): $16,778
AGGREGATE PURCHASE PRICE: US $2,500,000
Clearmind Medicine Inc.,
By: Dr. Adi Zuloff Shani
Title:
By: Hila Kiron Revach
Title:
101-1220W 6 Avenue
Address
Vancouver, British Columbia, V6H 1A%
City, Province and Postal Code
+16042601566
Telephone-Business
BC 1127150
Company Number
adi@clearmindmedicine.com
Email Address (for Notices)
Name in which Securities should be issued: Clearmind Medicine
Inc.,
(please type or write clearly)
Dated: ________________, 2026
[Signature Page to Charging Robotics
Ltd. Investment Agreement]
17
This Investment Agreement
is agreed to and accepted as of _______________., 2026.
Charging Robotics LTD.
By:
Name:
Tali Dinar
Title:
Director
Name
Yaakov Baranes
Title
Director
EX-10.2 — FORM OF LOAN AGREEMENT, DATED AUGUST 31, 2026, BY AND BETWEEN CHARGING ROBOTICS LTD. AND CLEARMIND MEDICINE INC
EX-10.2
Filename: ea030401401ex10-2.htm · Sequence: 3
Exhibit 10.2
LOAN AGREEMENT
This Loan Agreement (this “Agreement”)
is made and entered into as of August 31, 2026 (the “Effective Date”) between Charging Robotics Ltd. (the “Borrower”),
and Clearmind Medicine Inc. (the “Lender”). Each of the Lender and the Borrower shall be referred to as “Party”
and together as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed
to them in the Share Purchase Agreement (as defined below).
WHEREAS, on August 31, 2026, the Borrower and the Lender entered into that certain Share Purchase Agreement in
the form attached hereto as Exhibit A (the “Share Purchase Agreement”), pursuant to which the Lender
subscribed to 149 of the Borrower’s Ordinary Shares at a total purchase price equal to US$2,500,000 (US$ $16,778 per share), representing
51% of the Borrower’s post transaction issued and outstanding share capital; and
WHEREAS, the Lender agrees to make available to the Borrower, a loan (the “Loan”) in the aggregate
principal amount of US$1,500,000 and the Borrower agrees to receive Loan from the Lender, under the terms and conditions set forth herein.
NOW, THEREFORE, it is declared and stipulated
between the parties as follows:
1. Loan Amount; Interest; Utilization of the Loan
1.1. Subject to the terms and conditions of this Agreement, on
the Effective Date, the Lender shall make available to the Borrower a loan in an aggregate principal amount of US$1,500,000 (the “Commitment”).
1.2. The outstanding principal amount of the Loan shall bear simple
interest at a rate of 4% per annum (the “Interest”), accruing from the Effective Date until the date the Loan is repaid
in full.
1.3. The Interest will be calculated on the basis of the actual
number of days elapsed in a year consisting of 365 days.
1.4. The outstanding principal amount of the Loan, together with
all accrued and unpaid Interest thereon, shall be repaid in accordance with the terms of this Agreement.
2. Loan Repayment
Unless earlier repaid
in accordance with the terms of this Agreement, the outstanding principal amount of the Loan, together with all accrued and unpaid interest
thereon (collectively, the “Loan Amount”), shall become due and payable on the third (3nd) anniversary of the Effective
Date (the “Repayment Date”); provided, however, that if, as of such date, the Borrower has not generated positive
cash flow from its operating and financing activities together with available financing sources,, as reflected in its most recently completed
financial statements prepared in accordance with IFRS and consistently applied, the Repayment Date shall automatically be extended, the
outstanding principal amount shall continue to bear interest at the rate of four percent (4.0%) per annum, and the Loan shall become due
and payable on the first date thereafter on which the Borrower has generated positive cash flow from its operating and financing activities
together with available financing sources to repay the Loan Amount, as reflected in its most recently completed financial statements prepared
in accordance with IFRS and consistently applied.
2.1. Notwithstanding anything to the contrary, the Borrower may
elect to repay a part or all of the Loan Amount earlier than contemplated in Section 2.1 with no penalty, premium or other fee or
payment.
2.2. Payment to the Lender of the Loan Amount shall be made in
USD, only by wire transfer of immediately available funds to the Lender’s bank account, the details of which shall have been provided
in writing to the Borrower, no later than three (3) Business Days in advance of the Repayment Date.
2.3. Upon full repayment of the Loan Amount, all rights of the
Lender with respect to this Agreement shall terminate.
2.4. The Borrower may deduct or withhold from any payment under
this Agreement any taxes required to be deducted or withheld by applicable law. The Borrower shall timely remit any such amounts to the
applicable governmental authority, and the amount so deducted or withheld shall be deemed paid to the Lender for all purposes under this
Agreement.
3. Events of Default.
3.1. Notwithstanding the aforesaid, the Lender may declare the
entire Loan Amount, due and payable at any time upon the earlier of any of the following events:
3.1.1. the Borrower fails to pay any principal, Interest or any
other amount payable under this Agreement within fifteen (15) Business Days after the date on which such payment becomes due;
3.1.2. the Borrower commences negotiations with any one or more
of its creditors with a view to the general readjustment or rescheduling of its indebtedness;
3.1.3. the Borrower makes a general assignment for the benefit of,
or a composition with, its creditors;
3.1.4. the Borrower passes any resolution or takes any corporate
action, or a petition is presented or proceedings are commenced, or any action is taken by any person for the winding-up, dissolution,
or re-organization or for the appointment of a liquidator, receiver, trustee or similar officer of the Borrower or of any or all of its
revenues or assets; or
3.1.5. any distress, execution, attachment or other legal process
is levied, or enforced on or sued against all or any material part of the property or assets of the Borrower.
3.2. The Borrower shall notify the Lender in writing within 48 hours from the time such event first becomes
known to the Borrower.
4. Miscellaneous
4.1. Entire Agreement. This Agreement is the entire Agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and arrangements between the
parties hereto with respect to the subject matter hereof.
4.2. Waiver. A failure by any of the parties to this Agreement
to assert its rights for or upon any breach of this Agreement or any such other agreement shall not be deemed a waiver of such rights
nor shall any waiver be implied from any act. No waiver in writing by a Party with respect to any right shall extend its effect to any
subsequent breach either of like or different kind.
- 2 -
4.3. Severability. In the event that any part or parts of
this Agreement shall be held illegal or null and void by any court or administrative body of competent jurisdiction, such determination
shall not affect the remaining parts of this or such agreement and they shall remain in full force and effect as if such part or parts
determined illegal or void had not been included herein;
4.4. Assignment. Neither this Agreement nor any rights or
obligations hereunder may be assigned by any Party without the prior written consent of the other parties.
4.5. Relationship with the Share Purchase Agreement. This
Agreement is entered into pursuant to, and forms part of, the transactions contemplated by the Share Purchase Agreement. Except as expressly
provided herein, nothing in this Agreement shall be deemed to amend, modify or supersede any provision of the Share Purchase Agreement.
In the event of any conflict between the terms of this Agreement and the Share Purchase Agreement with respect to the Loan or any other
matter expressly governed by this Agreement, the terms of this Agreement shall govern.
4.6. Applicable Law and Dispute Resolution. This Agreement
shall be governed by and construed solely in accordance with the laws of the Province of Ontario, Canada without reference to principles
and laws relating to conflict of laws. The Parties agree that any proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement shall be brought before the competent courts in Toronto, Ontario, and each of the
Parties hereby irrevocably consents to the jurisdiction of such courts in any such proceeding.
4.7. Headings. The headings of the paragraphs of this Agreement
are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.
4.8. Counterparts: This Agreement and any amendment hereto
may be executed in multiple counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and
the same agreement.
4.9. Amendments. This Agreement may be amended only by the
written consent of both Parties.
4.10. Notices. Notices to be served hereunder shall be in
writing as hereinafter provided and shall be served upon the parties at the address specified in the Share Purchase Agreement. Notices
served by registered airmail shall be deemed served on the day of actual delivery by the addressee’s receipt, or at the expiration
of the 7th (seventh) day after the date of mailing, whichever is earlier. Notices served by e-mail shall be deemed to be in writing and
to have been served within 12 (twelve) hours of dispatch.
[Signature Page to Follow]
- 3 -
IN WITNESS WHEREOF,
the Parties have hereunder executed this Agreement as of the date written above.
Charging Robotics Ltd.
Clearmind Medicine Inc.
Name:
Name:
Title:
Title:
Name:
Title:
[Signature
page – Charging Robotics Ltd. / Clearmind Medicine Inc. – Loan Agreement]
EX-99.1 — CHARGING ROBOTICS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
EX-99.1
Filename: ea030401401ex99-1.htm · Sequence: 4
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
Introduction
We are providing the following unaudited pro forma
condensed combined financial information to aid in the analysis of the financial effect of the transactions entered into on August 31,
2026 pursuant to a share purchase agreement between Charging Robotics Ltd. (“Charging Israel”), then a wholly owned subsidiary
of Charging Robotics Inc. (the “Company”), and Clearmind Medicine Inc. (“Clearmind”). Pursuant to the share purchase
agreement, Charging Israel issued and sold to Clearmind 149 newly issued ordinary shares for aggregate cash consideration of $2.5 million,
which was paid directly to Charging Israel. Following the issuance, Clearmind owns 51% of the issued and outstanding share capital of
Charging Israel, and the Company retains a 49% ownership interest in Charging Israel.
In connection with, and as a condition to, the closing, Clearmind agreed to fund a loan to Charging Israel in the principal amount of
$1.5 million. The loan bears interest at a rate of 4.0% per annum and, unless earlier repaid, matures on the third anniversary of its
effective date, subject to an automatic extension under the circumstances specified in the loan agreement. Charging Israel may prepay
all or any portion of the loan at any time without penalty, premium or other fee.
As a result of the share issuance, the Company
ceased to have a controlling financial interest in Charging Israel and deconsolidated Charging Israel. The completed share issuance and
related loan are referred to collectively as the “Transaction”. Unless the context otherwise requires, the terms “we,”
“us,” “our” and the “Company” refer to Charging Robotics Inc. and its consolidated subsidiaries after
giving effect to the Transaction.
The transfer by Charging Israel to the Company,
effective July 1, 2026, of Charging Israel’s 18.33% ownership interest in Revoltz Ltd. (“Revoltz”) was an internal reorganization
that did not change the Company’s consolidated ownership interest in, or accounting for, Revoltz and therefore is not treated as
a separate pro forma transaction. For purposes of presenting the pro forma financial information following the deconsolidation of Charging
Israel, the Revoltz interest is reflected as though it had been held directly by the Company throughout the periods presented, without
changing the historical date on which the Company obtained control of Revoltz.
The Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined balance
sheet as of June 30, 2026 gives effect to the Transaction as if it had occurred on June 30, 2026. The unaudited pro forma condensed combined
statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 give effect to the Transaction as
if it had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial
information is based on available information and assumptions that management believes are reasonable, has been prepared for illustrative
purposes in accordance with Article 11 of Regulation S-X. The pro forma information is not necessarily indicative of the financial condition
or results of operations that would have occurred had the Transaction been completed on the dates assumed, nor is it indicative of the
Company’s future financial condition or results of operations. The transaction accounting is preliminary and may change as additional
information becomes available; any such changes could be material.
The historical financial information of Charging
Israel was derived from its unaudited financial statements as of and for the six months ended June 30, 2026 and its audited financial
statements as of and for the year ended December 31, 2025. The historical financial information of the Company was derived from its unaudited
condensed consolidated financial statements as of and for the six months ended June 30, 2026 and its audited consolidated financial statements
as of and for the year ended December 31, 2025.
The unaudited pro forma condensed combined financial information should
be read together with the Company’s audited and unaudited consolidated financial statements and related notes and the related Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
The historical consolidated financial statements
have been adjusted to reflect the Transaction in accordance with U.S. GAAP. The material transaction accounting adjustments and related
assumptions are described below.
Because Charging Israel was a wholly owned consolidated
subsidiary through June 30, 2026, its balances and transactions with the Company were eliminated in the historical consolidated financial
statements. The pro forma adjustments reflect the Company’s loss of control and deconsolidation of Charging Israel upon completion
of the Transaction. The prior transfer of the 18.33% Revoltz interest to the Company was an internal reorganization and does not change Revoltz’s
consolidated presentation.
No autonomous-entity or management adjustments
have been presented. Pro forma basic and diluted earnings per share reflect the pro forma net income or loss attributable to the Company
using the Company’s historical weighted-average shares outstanding because the Transaction did not involve the issuance or redemption
of Company shares.
The unaudited pro forma transaction accounting
adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed
combined statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, are as follows:
2
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Balance Sheet
As of June 30, 2026
U.S. dollars in thousands
(Except share and per share data)
June 30,
2026
Transaction
Accounting
Adjustments
Notes
Pro Forma
(Unaudited)
ASSETS
Current assets:
Cash
$ 10
$ (2 )
A
$ 8
Loan to related party
-
1,494
C
1,494
Other accounts receivable
336
(167 )
A
169
Total current assets
346
1,325
1,671
Non-current assets:
Investment in affiliate
-
2,503
B
2,503
Intangible assets, net
6,672
-
6,672
Goodwill
1,772
-
1,772
Fixed assets, net
1
-
1
Other non-current assets
36
-
36
Total non-current assets
8,481
2,503
10,984
TOTAL ASSETS
$ 8,827
$ 3,828
$ 12,655
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 168
$ (168 )
A
$ -
Other current liabilities
1,145
(952 )
A
193
Short term loans
1,766
(604 )
A, C
1,162
Payables to related parties
177
(66 )
A
111
Total current liabilities
3,256
(1,790 )
1,466
Non-current liabilities:
Deferred tax liability
1,534
-
1,534
Other non-current liabilities
39
(39 )
A
-
Total non-current liabilities
1,573
(39 )
1,534
Total liabilities
$ 4,829
(1,829 )
$ 3,000
Stockholders’ equity
Preferred shares, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding
$ -
$ -
$ -
Common stock, par value $0.0001, 50,000,000 shares authorized, 11,246,252 shares issued and outstanding at June 30, 2026 and December 31, 2025
1
-
1
Additional paid-in capital
5,180
-
5,180
Accumulated other comprehensive loss
(457 )
467
A
10
Accumulated equity (deficit)
(4,245 )
5,190
A, B
945
Total stockholders’ equity attributable to the Company
479
5,657
6,136
Non-controlling interests
3,519
-
3,519
Total stockholders’ equity
3,998
5,657
9,655
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 8,827
$ 3,828
$ 12,655
3
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Statement of Comprehensive Loss
For the Six months ended June 30, 2026
U.S. dollars in thousands
(Except share and per share data)
Six months
ended
June 30,
2026
Reported
Transaction
Accounting
Adjustments
Notes
Pro Forma
(Unaudited)
Research and development costs, net
$ 402
$ (97 )
A
$ 305
General and administrative costs
714
(440 )
A
274
Total operating expenses
1,116
(537 )
579
Operating loss
(1,116 )
537
(579 )
Financial income (expenses), net
18
(49 )
A, D
(31 )
Equity in losses from investment in affiliate
-
(253 )
C
(253 )
Loss before income tax
(1,098 )
235
(863 )
Tax income
70
-
70
Net loss
(1,028 )
235
(793 )
Net loss attributable to non-controlling interest
(78 )
-
(78 )
Net loss attributable to the Company
(950 )
235
A, C
(715 )
Other comprehensive loss
(194 )
184
A
(10 )
Total comprehensive loss
(1,222 )
419
(803 )
Comprehensive loss attributable to non-controlling interests
(101 )
-
(101 )
Comprehensive loss attributable to the Company
(1,121 )
419
(702 )
Basic and diluted loss per common stock
(0.08 )
0.02
E
(0.06 )
Weighted average common stock outstanding
11,246,252
-
11,246,252
4
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Statement of Comprehensive Income (Loss)
For the Year ended December 31, 2025
U.S. dollars in thousands
(Except share and per share data)
Year ended December 31,
2025
Transaction Accounting Adjustments
Notes
Pro Forma
(Audited)
(Unaudited)
Research and development costs, net
$ 652
$ (281 )
A
$ 371
General and administrative costs
1,245
(677 )
A
568
Total operating expenses
1,897
(958 )
939
Operating loss
(1,897 )
958
(939 )
Gain on deconsolidation of subsidiary
-
4,865
B
4,865
Other income
1,287
-
1,287
Financial income (expenses), net
49
(33 )
A, D
16
Equity in losses from investment in affiliate
(42 )
(585 )
C
(627 )
Income (loss) before income tax
(603 )
5,205
4,602
Tax income
70
-
70
Net income (loss)
(533 )
5,205
4,672
Net loss attributable to non-controlling interest
(146 )
-
(146 )
Net income (loss) attributable to the Company
(387 )
5,205
4,818
Other comprehensive loss
(263 )
252
A
(11 )
Total comprehensive income (loss)
(796 )
5,457
4,661
Comprehensive loss attributable to non-controlling interests
(153 )
-
(153 )
Comprehensive income (loss) attributable to the Company
(643 )
5,457
4,814
Basic and diluted income (loss) per common stock
(0.04 )
0.5
E
0.46
Weighted average common stock outstanding
10,509,347
10,509,347
5
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet
A. Deconsolidation of Charging Israel. Represents the derecognition of Charging Israel’s historical
assets and liabilities accounts upon the Company’s loss of control.
Before the deconsolidation, Charging
Israel transferred its 18.33% ownership interest in Revoltz to the Company. As an internal reorganization, the transfer had no effect on
the consolidated financial statements. Accordingly, the deconsolidation adjustment removes Charging Israel’s assets and liabilities
accounts but does not remove or otherwise change the accounting for Revoltz, which remains consolidated by the Company.
B. Retained 49% investment in Charging Israel. Represents the recognition of the Company’s retained
49% ownership interest in Charging Israel at fair value as of the date on which the Company ceased to have a controlling financial interest
in Charging Israel, in accordance with ASC 810. The fair value of the retained interest was estimated by reference to the $2.5 million
cash consideration paid by Clearmind for newly issued shares representing a 51% controlling interest in Charging Israel, with adjustments
to reflect the control premium inherent in the acquired interest and the economic benefit to Charging Israel arising from the related
$1.5 million loan funded by Clearmind at an interest rate below prevailing market terms. Following the loss of control, the Company accounts
for its retained investment under the equity method in accordance with ASC 323. The excess of the initial carrying amount of the retained
investment over the Company’s proportionate share of the carrying amount of Charging Israel’s underlying net assets is allocated
to the identifiable assets and liabilities of Charging Israel based on their respective fair values, with any residual amount treated
as equity-method goodwill. Such basis differences are accounted for in the Company’s subsequent recognition of equity-method earnings
or losses, as applicable.
C. Intercompany balances and arrangements. Represents the recognition, settlement, continuation or
inclusion in the deconsolidation calculation of receivables, payables, loans and other balances between the Company and Charging Israel
that were eliminated in the historical consolidated financial statements. Balances settled before or at closing are removed; balances
that are not settled are presented as third-party balances after deconsolidation, subject to their contractual terms and collectability.
6
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Statement of Operations
A. Removal of Charging Israel’s historical operations. Represents the elimination of Charging
Israel’s historical results from the Company’s consolidated statements of operations as if the loss of control had occurred
on January 1, 2025, including its operating expenses, finance income or expense and other income or expense. Amounts attributable to Revoltz
remain included because Revoltz continues to be consolidated by the Company following the internal transfer of its ownership interest.
B. Gain on deconsolidation. Represents the estimated gain recognized upon the loss of control of Charging
Israel, measured as the difference between (i) the fair value of the retained 49% interest and (ii) the carrying amount of Charging Israel’s
net assets attributable to the Company, after giving effect to the Revoltz transfer and the treatment of intercompany balances. The $2.5
million share subscription proceeds and the $1.5 million loan proceeds were received by Charging Israel and are not presented as cash
received directly by the Company.
C. Equity-method earnings or losses of Charging Israel. Represents the Company’s 49% share of
Charging Israel’s pro forma net income or loss for the periods presented. This adjustment includes 49% of the interest expense on
the Clearmind loan and other recurring post-transaction effects, as applicable. No adjustment has been made for basis differences associated
with the retained investment, as management believes such differences would primarily relate to non-amortizing assets.
D. Intercompany income and expense. Represents the reversal of historical intercompany expense, interest
and other transactions between the Company and Charging Israel that will no longer be eliminated after the loss of control, together with
elimination of any post-transaction intercompany amounts included in Charging Israel’s equity-method results to avoid double counting.
The adjustment is limited to arrangements that continue after closing and is based on the contractual terms applicable after deconsolidation.
E. Net income or loss attributable to the Company and earnings per share. Represents the effect of
the foregoing adjustments on pro forma net income or loss attributable to the Company and on pro forma basic and diluted earnings per
share. No adjustment is made to the Company’s historical weighted-average shares outstanding because the transactions did not involve
the issuance or redemption of the Company’s common shares.
7
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- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration