UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 423, 2026

CHARGING ROBOTICS INC.

(Name of Registrant as specified in its charter)

Delaware	~~000~~001-~~56253~~43029	20-2274999
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

20 Raul Wallenberg Street
Tel Aviv, Israel		6971916
(Address of Principal Executive Offices)		(Zip Code)

(+972) 54 642-0352

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 423, 2026, Charging Robotics Inc. (the “Company”) entered into aan ~~securities~~Earn-Out ~~purchase~~Milestone ~~agreement~~Amendment Agreement (the “~~Purchase~~ Amendment Agreement”) with certain ~~accredited~~holders ~~investors~~(the ~~pursuant~~“Holders”) toof ~~which~~warrants (the ~~Company~~“Milestone ~~agreed~~Warrants”) topreviously ~~sell~~issued by ~~and~~the ~~issue~~Company into aXylo ~~private~~Technologies ~~placement~~Ltd. (~~the~~formerly ~~“Private~~known ~~Placement Offering~~as Medigus Ltd.) (“Xylo”) anpursuant ~~aggregate~~to ofa ~~500,000~~Securities ~~shares~~Exchange ofAgreement dated ~~Common~~March ~~Stock~~28, 2023 (the “~~Private~~Exchange ~~Placement Shares~~Agreement”), orwhich ~~pre-funded~~Milestone ~~warrants~~Warrants ~~to purchase~~were ~~shares~~subsequentially oftransferred ~~Common~~among ~~Stock~~Xylo (and such Holders. Pursuant to the ~~“Pre-Funded~~Amendment ~~Warrants”~~Agreement, the Company and ~~together~~the ~~with~~Holders have agreed to extend the ~~Private~~performance ~~Placement~~period ~~Shares,~~for the ~~“Securities”)~~three inMilestone ~~lieu~~Warrants, covering an aggregate of ~~the~~6,150,000 ~~Private~~shares ~~Placement~~upon ~~Shares.~~achievement atof aall ~~purchase~~three ~~price~~milestones, ofwith $4no incremental vesting, through December 31, 2026.00 ~~per~~The ~~Private~~Amendment ~~Placement~~Agreement ~~Share~~also ~~and~~amends ~~$3.9999~~certain ~~per~~of ~~Pre-Funded~~the ~~Warrant~~underlying milestone terms.

The ~~Private~~foregoing ~~Placement~~descriptions ~~Offering~~of ~~and~~ the ~~issuance~~Amendment ofAgreement and the ~~Securities~~Milestone isWarrants ~~expected~~do not purport to ~~close~~be oncomplete ~~the~~and ~~effectiveness~~are ~~date~~qualified ofin antheir entirety ~~uplisting~~by ofreference to the ~~Company’s Common~~full ~~Stock~~texts toof athe ~~national~~form ~~securities~~Amendment ~~exchange,~~Agreement ~~subject~~and to the ~~satisfaction~~form of ~~customary~~Milestone ~~closing~~Warrant, ~~conditions.~~which ~~The~~are ~~Private~~filed ~~Placement~~as ~~Offering~~Exhibits ~~was~~10.1 ~~made~~and ~~without~~10.2 anto ~~underwriter,~~this ~~placement~~Current ~~agent,~~Report ~~broker,~~on orForm ~~dealer~~8-K and are incorporated herein by reference.

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

In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Private Placement Shares and the shares of Common Stock issuable upon exercise of the Warrants within thirty (30) calendar days after the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Registration Statement cannot be declared effective, the Company shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.

The Purchase Agreement and the Registration Rights Agreement contain representations, warranties, indemnification and other provisions customary for transactions of this nature.

Aggregate gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $2.0 million, before deducting offering expenses payable by the Company.

The Private Placement Shares, the Pre-Funded Warrants to be issued in the Private Placement Offering and the shares of Common Stock underlying the Pre-Funded Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The investors have represented that they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyers as defined in Rule 144(A)(a), and have acquired such securities for their own account and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. None of the Private Placement Shares, the Pre-Funded Warrants to be issued in the Private Placement Offering, nor the shares of Common Stock underlying the Pre-Funded Warrants have been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report and are incorporated by reference herein.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities ~~Litigation~~ Litigation Reform Act of 1995 and other securities laws. ~~For~~The ~~example, this Current Report states that the Private Placement Offering is expected to close on the effectiveness date of an uplisting of the~~ Company’s ~~Common Stock to a national securities exchange. In fact, the closings of the Private Placement Offering~~ is ~~subject to various conditions and contingencies as are customary in transactions of such nature in the United States. In addition, the Company is~~ using forward-looking statements when it discusses the ~~completion of final due~~achievement ~~diligence, the execution~~ of ~~definitive~~performance ~~agreements,~~milestones ~~approval~~set byforth ~~the~~in ~~Company’s stockholders and~~ the ~~satisfaction~~Exchange ~~of customary closing conditions~~Agreement. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

~~The~~Reference is made to the ~~information~~disclosure under Item 1.01 ofabove ~~this~~which ~~Current~~is ~~Report~~hereby ~~regarding~~incorporated ~~the~~in ~~unregistered~~this ~~securities~~Item ~~described~~3.02 ~~herein is incorporated herein~~ by reference.

The Milestone Warrants and the shares of common stock issuable upon exercise of the Milestone Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of ~~Securities~~Earn ~~Purchase~~Out ~~Agreement,~~Milestone ~~dated~~Amendment ~~March 4, 2026, by and between Charging Robotics Inc. and each purchaser identified on the signature pages thereto~~Agreement
10.2		Form of ~~Pre-Funded~~Milestone Warrant
10.3		Form of Registration Rights Agreement, dated March 4, 2026, by and between Charging Robotics Inc. and each purchaser identified on the signature pages thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

^ Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.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/ Yakov Baranes
	Name:	Yakov Baranes
	Title:	Chief Executive Officer

Date: March 423, 2026

Filing Compare · Charging Robotics Inc.