Charging Robotics Inc. 8-K

What Happened Charging Robotics Inc. (CHEV) filed an 8-K on March 23, 2026 reporting an Earn-Out Milestone Amendment Agreement with holders of Milestone Warrants originally issued to Xylo Technologies Ltd. (formerly Medigus Ltd.). The amendment extends the performance period for three Milestone Warrants — which together cover an aggregate of 6,150,000 shares upon achievement of all three milestones — through December 31, 2026, and modifies certain underlying milestone terms. The Company also included the form Amendment Agreement and form of Milestone Warrant as exhibits to the filing.

Key Details

• Date of filing/agreement: March 23, 2026.
• Shares potentially issuable upon milestones: 6,150,000 aggregate shares (across three warrants).
• Extension: Performance period extended through December 31, 2026.
• Vesting: The amendment states there is no incremental vesting (no additional shares beyond the 6,150,000 aggregate).
• Parties: Warrants were originally issued to Xylo Technologies Ltd. under a March 28, 2023 Securities Exchange Agreement and subsequently transferred to the current holders.
• The filing includes a standard forward-looking statement warning about achievement of milestones not being guaranteed.

Why It Matters For investors, the amendment delays the timeframe in which the company could be required to issue up to 6.15 million shares if the milestones are met, which affects the timing of potential dilution. Because the total number of shares tied to these warrants is unchanged, the amendment changes timing and possibly the likelihood of conversion but does not by itself increase the maximum dilution. The amended milestone terms (filed as exhibits) could affect when or whether those shares become issuable; investors should review the exhibit texts for specifics and note the company’s caution that milestone outcomes are uncertain.