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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number 000-56253

CHARGING ROBOTICS INC.

(Exact name of registrant as specified in charter)

Delaware		26-2274999
(State or jurisdiction of Incorporation or organization)		I.R.S Employer Identification No.

20 Raul Wallenberg Street, Tel Aviv, Israel		6971916
(Address of principal executive offices)		(Zip code)

~~(678)~~ ~~558~~+972-~~5564~~3-717-5777

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share.

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of ~~December~~June 3130, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $256.21 million.

The number of shares of common stock outstanding as of December 31, ~~2024~~2025, was 911,~~830~~246,~~948.~~252

Documents Incorporated by Reference: None.

Table of Contents

Part I		1
Item 1.	Business	2
Item 1A.	Risk Factors	912
Item 1B.	Unresolved Staff Comments	2432
Item 1C.	Cybersecurity	2432
Item 2.	Properties	2433
Item 3.	Legal Proceedings	2433
Item 4.	Mine Safety Disclosures	2433
Part II		2534
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2534
Item 6.	[Reserved]	2535
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2636
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2941
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3042
Item 9A.	Controls and Procedures	3042
Item 9B.	Other Information	3144
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	3144
Part III		3245
Item 10.	Directors, Executive Officers and Corporate Governance	3245
Item 11.	Executive Compensation	3449
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3651
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3753
Item 14.	Principal Accounting Fees and Services	3854
Part IV		~~FF-1~~55
Item 15.	Exhibits, Financial Statement Schedules	~~FF-1~~55
Signatures		4058

PART I

In this Annual Report on Form 10-K, unless the context requires otherwise, the terms “we,” “our,” “us,” “the Company,” or “Charging Robotics” refer to Charging Robotics Inc. (formerly Fuel Doctor Holdings, Inc.), a Delaware corporation, ~~and~~ its wholly-owned subsidiary, Charging Robotics, Ltd., an Israeli company, and ~~references~~its majority-owned subsidiary, Revoltz Ltd., an Israeli company. References to “CR Israel” refer to Charging Robotics, Ltd. and references to “Revoltz” refer to Revoltz Ltd.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10-K for the year ended on December 31, ~~2024~~2025, are translated using the rate of NIS 3.~~647~~19 to $1.00, based on the exchange rate reported by the Bank of Israel on that date.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the economic environment within which we operate; the Company’s need for and ability to obtain additional financing,; security, political and economic instability in the Middle East that could harm our business, including due to the security situation in Israel,; and the demand for the Company’s products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

The foregoing sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10-K, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these cautionary statements.

ITEM 1. BUSINESS

About Charging Robotics

Charging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (EVs) in robotic parking systems. The Company believes that this technology ~~solves~~addresses a ~~very~~significant ~~strong~~ need, ~~for~~as ~~not being able to use~~ cable -based charging systems in these kinds of parking systems. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotics and stationary platforms. These coils are ~~installed~~not feasible in ~~various~~these ~~places~~types of ~~the~~ parking ~~facility and when the robotics parking system stores a vehicle to be parked, the wireless charging system detects this and automatically starts to charge the car in a wireless manner~~systems.

~~CR Israel was founded in February 2021 with the~~Our ~~goal~~wholly-owned ofsubsidiary, ~~developing~~Charging aRobotics ~~robotics~~Ltd., ~~system~~was ~~(of~~formed ~~our own) to wirelessly charge electric vehicles~~ in ~~regular~~February ~~parking~~2021, ~~lots.~~as ~~The~~an ~~robotic~~Israeli ~~platform that~~corporation, wewith ~~developed includes a component which is small enough to fit under~~ the ~~vehicle~~main ~~and~~goal ~~charge~~of ~~it wirelessly. The robot will automatically~~developing ~~position~~an ~~itself~~innovative ~~for~~wireless ~~maximum-efficiency~~EV charging, ~~and~~technology. ~~upon~~At ~~completion~~the ~~will~~heart ~~automatically~~of ~~return to its docking station or to charge~~ the ~~next~~ ~~vehicle.~~technology Weis ~~have developed this concept and have~~ a ~~working~~wireless ~~prototype~~power ~~for~~transfer ~~it,~~module ~~proving~~that ~~its~~uses ~~feasibility. Our focus on wireless charging~~resonance ~~for~~induction ~~robotics~~coils ~~parking systems began in in June 2023, since we found this market niche~~ to betransfer ~~both~~electricity ~~large enough and much closer to market due to the R&D required, the bigger market needs and the better product market fit~~wirelessly. ~~Automatic~~This ormodule ~~robotic~~can ~~parking~~be ~~systems (APSs) are~~ used tofor ~~store~~various ~~vehicles~~products ~~automatically,~~such ~~when~~as arobotics ~~driver arrives at the parking facility,~~ and ~~retrieve~~stationary ~~them when such driver wishes to depart~~platforms. The ~~vehicles~~robotic ~~are~~platform ~~stored~~will ininclude ~~areas~~a ~~with~~component ~~no human access,~~ which ~~makes~~is ~~charging~~small anenough ~~EV using the traditional cable-and-plug system impractical, since drivers cannot reach their vehicles in order~~ to ~~connect~~fit ~~the~~under ~~plug. The Company’s innovative solution utilizes wireless electrical transfer modules that do not require~~ the ~~driver to connect a plug in a place with no access. The Company’s solution is used to transfer electricity wirelessly from the building’s electrical grid to the~~ vehicle ~~(or alternatively~~, toand ~~a carrier plate on~~ which ~~the vehicle is located). This~~ will ~~enable~~automatically ~~EVs~~position toitself for ~~charge~~maximum-efficiency ~~in “no access” areas of APSs. Currently~~charging, ~~the Company successfully completed a pilot project in Tel Aviv~~ and isupon ~~currently~~charging ~~working~~completion ~~towards~~will ~~delivery~~automatically ofreturn ~~the first purchased systems~~ to beits ~~installed~~docking instation ~~automatic~~or ~~parking facilities~~to incharge ~~Tel~~the ~~Aviv~~next vehicle.

OnOur current ~~April~~product, 24for which we have received initial orders from 3 different Automatic Parking Facilities (APS) suppliers, ~~2021~~is a system for wireless charging of EV in APSs. We believe that this product solves a big problem inherent to APS. Since the parking area is not accessible, ~~Charging~~the ~~Robotics~~driver ~~invested~~cannot connect a charging cable when the car is parked in its final position. Upon arrival at the APS, the driver ~~$250~~parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS when the driver wants to leave the parking. When a driver parks the EV on this plate,~~000~~ they connect a regular charging cable between the EV charging port and ~~purchased~~a 19socket installed on the plate.~~99%~~ ofWe pre install a wireless electricity receiver on this plate and a wireless electricity transmitter in the ~~share~~final ~~capital~~parking position. As the plate and the EV arrive at the final parking position, the system senses the transmitter and receiver are in proximity and the charging process begins. The electricity is transmitted between the building and the plate in a wireless manner – over a distance of ~~Revoltz~~about ~~Ltd~~40mm. ~~(“Revoltz”),~~The anentire ~~Israeli~~process ~~private~~is ~~company~~automatic. ~~focusing~~Our system is installed in two parts. The electricity receiving component is installed on ~~research,~~the plate and consists of a receiving coil and supporting electronics ~~development~~and a socket where the driver connects a cable to the charging socket of the EV. The system’s transmitting component is installed in the APS facility and ~~production~~consists of ~~micro-mobility~~a ~~vehicles~~transmitting ~~for~~coil and the ~~urban~~supporting ~~environment~~electronics. ~~for~~As the ~~business~~driver parks the EV and connects the ~~private~~cable from ~~markets~~the plate to the EV, he initiates the charging process using our mobile application. OnOnce ~~March~~initiated, 27the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking ~~2024~~position, ~~Revoltz~~the ~~announced~~transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers cannot enter and manually connect a $plug. We have received orders for this system from 3 different customers, all APS providers in Israel. These customers include Electra parking solutions, Parkomot and Parking Design. Electra placed an order for 2 systems (each consists of 1 transmitter and 1 receiver) which will be installed in 2 parking locations, Parkomot for 1 system and parking design for 12 systems.7 ~~million~~One ~~exclusive~~of ~~distribution~~the ~~agreement~~Electra ~~with~~systems has been installed in a robotic (automatic) parking system in Tel Aviv. The system started initial testing and additional tests will be done once the ~~completion~~parking offacility is complete and can accommodate electric vehicles. We are waiting for the ~~first~~parking ~~batch~~facility ~~production~~to be ready to accommodate vehicles. This is required in order to complete the testing of 50our ~~PORTO~~system. In parallel, ~~Micro-Mobility~~we ~~EVs~~have ~~for~~used the ~~last~~time to conduct tests of the system in our laboratory and gain more experience and reduce risks by conducting in-~~mile~~house testing ~~delivery~~of ~~market~~our system. ~~Completing~~The Parkomot system is expected to be installed by the ~~production~~end of 2026. The system ASP (average selling price) is about a$3,000 ~~significant~~US. ~~step~~Since our product is installed in ~~Revoltz’s~~a ~~preparation~~parking ~~for~~facility, which is a part of a large infrastructure project, we are dependent ~~its~~upon ~~first~~completion ~~shipment~~of inall ~~accordance~~buildings ~~with~~and the ~~distribution~~parking ~~agreement~~facilities itbefore ~~signed~~we ~~this~~can ~~past~~complete ~~year~~the installation of our system.

~~Revoltz~~On ~~has~~April ~~made~~24, ~~significant~~2021, ~~strides~~Charging inRobotics ~~the~~invested EV$250,000 and purchased ~~industry~~19.99% ~~with~~of the ~~launch~~share capital of ~~PORTO,~~Revoltz ~~which~~Ltd. ~~provides~~(“Revoltz”), aan ~~seamless~~Israeli ~~blend~~private ofcompany ~~functionality,~~focusing ~~sturdy~~on ~~design~~research, development and production ~~agility,~~of ~~designed~~micro-mobility ~~specifically~~ vehicles for the ~~growing~~urban ~~last-mile~~environment ~~delivery~~for ~~market~~the business and the private markets. ~~The~~On ~~PORTO~~June ~~vehicle~~24, ~~capable~~2025, ofCharging ~~100~~Robotics entered kminto ~~with~~ a ~~delivery~~securities ~~payload~~exchange ofagreement ~~250L~~(the on“Exchange aAgreement”) ~~single~~with ~~charge~~Revoltz, ~~offers~~and three shareholders of Revoltz (the a“Revoltz ~~similar~~Shareholders”), ~~payload~~pursuant ~~capacity~~to which Charging Robotics issued to athe ~~small~~Revoltz ~~hatchback~~Shareholders ~~car,~~an ataggregate aof ~~fraction~~12.3% of its ~~the~~issued ~~cost~~and outstanding capital stock on a pro rata and ~~with~~post-closing ~~the~~basis, ~~ability~~equal to ~~maneuver~~1,385,002 inshares ~~tight~~of ~~urban~~Charging ~~environments.~~ Robotics’s ~~PORTO~~common ~~uses~~stock, anin ~~advanced~~exchange ~~tilting~~for ~~suspension~~32.74% ~~mechanism,~~of ~~ensuring~~Revoltz’s ~~best-in-class~~issued ~~stability,~~and ~~even~~outstanding ~~bearing~~share acapital ~~full~~on ~~load.~~a ~~With~~fully ~~high~~diluted ~~volume~~and ~~loading~~post-closing basis, ~~spaces~~equal ~~integrated~~to ~~over~~37,476 ~~both~~Revoltz ~~axles,~~ordinary shares (the ~~cargo~~“Acquisition”). ~~weight~~The isAcquisition ~~distributed~~closed ~~evenly~~on June 26, ~~making~~2025 ~~for~~and resulted in Revoltz becoming a ~~safe~~majority-owned ~~and~~subsidiary ~~confident~~of ~~ride~~Charging ~~with~~Robotics. ~~unmatched~~Revoltz ~~vehicle~~was consolidated into Charging Robotics’s financial statements ~~dimensions~~as of June 24, 2025.

~~The EV Market~~2

~~The~~On March EV27, ~~market~~2024, isRevoltz ~~growing~~announced ~~globally,~~a ~~due~~$2.7 tomillion ~~favorable~~exclusive distribution agreement with the completion of the first batch production of ~~government~~50 ~~policies~~PORTO ~~and~~Micro-Mobility ~~support~~EVs ~~(e.g.,~~for ~~subsidies~~the ~~and~~last-mile ~~grants),~~delivery ~~growing~~market. ~~sensitivity~~Completing ~~toward~~the production is a ~~cleaner~~significant ~~environment~~step ~~and~~in ~~demand~~Revoltz’s preparation for ~~zero-emission vehicles,~~its ~~and~~first ~~resulting~~shipment ~~heavy~~in ~~investments~~accordance inwith ~~R&D~~the ~~from~~distribution ~~vehicle~~agreement ~~manufacturers~~it signed this past year. EVOn ~~market~~April ~~growth~~10, ~~requires~~2025, ~~charging~~Revoltz ~~infrastructure~~announced tothe ~~grow~~official aslaunch ~~well.~~of its commercial phase in Israel for the PORTO EV ~~chargers~~by ~~are~~delivering ~~used~~the tofirst ~~provide~~50 ~~charging~~units to ~~EVs~~its ~~with~~exclusive adistributor ~~battery~~in ~~and~~Israel, initiating ~~the~~sales ~~electrical~~operations ~~source~~across ~~that~~key ~~helps~~urban tocenters. ~~charge~~Also ~~the~~in ~~battery. Currently~~April ~~the~~2025, ~~most~~Revoltz ~~common~~secured ~~and~~its ~~leading~~first ~~solution~~institutional ~~are~~client ~~charging~~for ~~cables.~~the ~~Under~~PORTO EV, a ~~scenario~~prominent ~~where~~logistics EVprovider that will ~~hit~~integrate ~~30%~~PORTO ~~market~~EVs ~~share~~into byits ~~2030~~urban delivery fleet, ~~the~~and ~~International~~also installed a system for wireless ~~Energy~~charging ~~Agency~~of ~~forecasts~~electric ~~that~~vehicles aswith ~~many~~a asleading 30supplier ~~million~~of ~~public~~robotic ~~chargers~~parking ~~would~~facilities, bewhich ~~needed~~is intended to ~~serve~~be ~~regular~~used ~~passenger~~for ~~vehicles~~charging –EVs ~~a number~~while 50reporting ~~times~~charge ~~more~~data ~~than~~to ~~today’s~~the ~~installation-~~cloud and managing the charging process based ~~vehicles~~on available electricity and customer needs.

2Revoltz has made significant strides in the EV industry with the launch of PORTO, which provides a seamless blend of functionality, sturdy design, and agility, designed specifically for the growing last-mile delivery market. The PORTO vehicle, capable of 100 km with a delivery payload of 250L on a single charge, offers a similar payload capacity to a small hatchback car, at a fraction of the cost and with the ability to maneuver in tight urban environments. PORTO uses an advanced tilting suspension mechanism, ensuring best-in-class stability, even bearing a full load. With high volume loading spaces integrated over both axles, the cargo weight is distributed evenly, making for a safe and confident ride with unmatched vehicle dimensions.

~~We aim to become world’s first wireless~~The ~~charging~~EV solution that is set on an autonomous robot, for seamless charging experience. Our growth strategy is to primarily focus on public parking lots. Later in our growth strategy we aim to address private mass markets. In addition to entering markets with our technology, we aim to expand our development, design, and manufacturing capabilities.Market

~~Industry~~The EV ~~Overview~~market is growing globally, due to favorable government policies and ~~Market~~support ~~Challenges~~(e.g., subsidies and grants), growing sensitivity toward a cleaner environment and demand for zero-emission vehicles, and resulting heavy investments in R&D from vehicle manufacturers. EV market growth requires charging infrastructure to grow as well. EV chargers are used to provide charging to EVs with a battery and the electrical source that helps to charge the battery. Currently the most common and leading solution are charging cables. Under a scenario where EV will hit 30% market share by 2030, the International Energy Agency forecasts that as many as 30 million public chargers would be needed to serve regular passenger vehicles – a number 50 times more than today’s installation-based vehicles.

~~After~~We aim ~~entering~~to ~~commercial~~become ~~markets~~world’s infirst ~~the~~wireless ~~first half~~charging ofsolution ~~the~~that ~~decade,~~is EVset ~~sales~~on ~~have~~an ~~soared~~autonomous torobot, 7for seamless charging experience.2M ~~vehicles~~Our growth instrategy ~~2019,~~is ~~surpassing~~to ~~2018~~primarily –focus ~~already~~on apublic ~~record~~parking ~~year~~lots. ~~According~~Later in our growth strategy we aim to ~~updated forecast~~address ~~reports~~private ~~from~~mass ~~Statista,~~markets. ~~the~~In addition ~~unit~~to ~~sales~~entering ofmarkets ~~the~~with EVour ~~market~~technology, ~~are~~we ~~anticipated~~aim to ~~reach~~expand ~~18.84m~~our ~~vehicles~~development, ~~units~~design, byand ~~2029~~manufacturing capabilities.

~~In 2025, the revenue in the Electric~~Industry ~~Vehicles~~Overview ~~market is projected to reach a staggering US$828.6bn worldwide. Looking ahead, it is expected that the market will demonstrate a steady compounded annual growth rate (CAGR) of 6.95% from 2025-2029,~~ and ~~according~~Market ~~to some research entities, developing public charging infrastructures to meet the demand is a key challenge to the EV industry.~~Challenges

~~The~~After entering ~~lack~~commercial ofmarkets ~~sufficient~~in ~~charging~~the ~~stations,~~first ~~particularly in~~half ~~rural~~of ~~and~~the ~~suburban areas~~decade, ~~continues to challenge~~ EV ~~adoption.~~sales ~~According~~have soared to an7.2M ~~ongoing~~vehicles ~~study~~in by2019, ~~the~~surpassing ~~California~~2018 ~~Energy~~– ~~Commission and~~already ~~the~~a ~~University~~record ofyear. ~~California~~According ~~Davis,~~to ~~almost~~updated ~~30%~~forecast ofreports EVfrom ~~charge attempts have failed for reasons such as charger congestion~~Statista, ~~damaged~~the ~~chargers, and~~unit ~~difficulty~~sales ~~locating~~of the ~~charging~~EV ~~stations. While~~market ~~urban~~are ~~centers~~anticipated ~~see~~to ~~improvements,~~reach ~~the~~18.84m ~~industry needs widespread infrastructure~~vehicles tounits ~~provide~~by ~~convenient charging options~~2029.

~~Some~~In 2025, ~~countries~~the ~~are~~revenue ~~also~~in ~~taking~~the ~~major~~Electric ~~actions~~Vehicles market is projected to ~~face~~ ~~the~~reach ~~challenge~~a ofstaggering EVUS$828.6bn ~~charging~~worldwide. ByLooking ~~way~~ahead, ofit ~~example,~~is expected that the ~~U.S.~~market ~~Bipartisan~~will ~~Infrastructure~~demonstrate ~~Law passed~~a insteady ~~November~~compounded ~~2021,~~annual ~~and~~growth ~~includes a~~rate ~~budget~~(CAGR) of $76.295% ~~billion~~from 2025-2029, ~~designated~~and ~~solely~~according to EVsome research entities, developing public charging ~~infrastructure~~infrastructures to meet the demand is a key challenge to the EV industry.

~~Currently,~~The lack ~~the~~of ~~main~~sufficient charging ~~solution~~stations, ~~that~~particularly ~~is adopted~~in ~~globally~~rural isand ~~cable~~suburban ~~charging.~~areas, ~~But~~continues ~~this~~to ischallenge ~~about~~EV adoption. According to ~~change.~~an ~~Wireless~~ongoing study ~~charging~~by ~~technology~~the ~~for~~California Energy Commission and the ~~automotive~~University ~~industry~~of isCalifornia ~~expected~~Davis, almost 30% of EV charge attempts have failed for reasons tosuch beas ~~the~~charger ~~fastest~~congestion, ~~growing~~damaged ~~segment~~chargers, ofand ~~the~~difficulty ~~wireless~~locating the charging ~~solutions~~stations. While ~~entire~~urban ~~market~~centers bysee improvements, the ~~year~~industry ~~2027~~needs widespread infrastructure to provide convenient charging options.

~~The~~Some countries ~~automotive~~are ~~wireless~~also ~~charging~~taking ~~market~~major isactions ~~highly~~to ~~driven~~face bythe anchallenge ~~increase in~~of ~~sales~~EV charging. By way of ~~EVs~~example, ~~and~~the ~~their~~U.S. ~~demand~~Bipartisan ~~for~~Infrastructure ~~the~~Law passed in ~~safer,~~November ~~convenient~~2021, and ~~faster~~includes ~~wireless~~a ~~charging~~budget ~~system~~of ~~compared~~$7.2 billion, designated solely to ~~cables~~EV charging infrastructure.

~~According to recent research companies~~Currently, the ~~global wireless~~main EV charging ~~market~~solution that is ~~expected~~adopted toglobally ~~reach~~is ~~some~~cable ~~568 billion U~~charging.S. ~~dollars~~But bythis ~~2030.~~is ~~According~~about to ~~this~~change. ~~source~~Wireless ~~wireless~~charging ~~recharging~~technology isfor ~~currently~~the ~~not~~automotive ~~faster,~~industry ~~but~~is itexpected ~~may~~to be ~~more~~the ~~accessible.~~fastest ~~Inductive~~growing ~~chargers~~segment ~~use~~of ~~electromagnetic~~the ~~oscillations~~wireless tocharging ~~efficiently~~solutions ~~produce~~entire ~~electric current~~market ~~that~~by ~~recharges a battery, without~~ the ~~need~~year ~~to plug in any wires~~2027.

EVThe automotive wireless charging, ~~which~~market ~~will~~is ~~eventually~~highly ~~replace~~driven ~~the traditional~~by ~~method~~an ofincrease ~~connecting~~in ~~the~~sales ~~car~~of ~~to a power source.~~ EVs ~~may~~and ~~eventually~~their bedemand ~~able~~for tothe ~~function~~safer, ~~similarly~~convenient, toand ~~conventional internal~~faster ~~combustion~~wireless ~~engine~~charging ~~(ICE)~~system ~~vehicles~~compared ~~thanks~~ to ~~wireless or inductive charging~~cables.

~~The~~According to recent research companies, the global wireless EV charging market is ~~anticipated~~expected to bereach ~~driven~~some 568 billion U.S. dollars by ~~increasing~~2030. According EVto ~~demand,~~this source wireless ~~technology~~recharging ~~R&D~~is currently not faster, ~~and~~but it may be more accessible. Inductive chargers use electromagnetic oscillations to efficiently produce electric current that recharges a battery, without the ~~implementation~~need ofto ~~fast-charging~~plug ~~infrastructure~~in any wires.

~~Our~~EV charging, ~~Solution~~which will eventually replace the traditional method of connecting the car to a power source. EVs may eventually be able to function similarly to conventional internal combustion engine (ICE) vehicles thanks to wireless or inductive charging.

~~Our current product which was pilot tested with~~The anmarket ~~APS supplier in Israel~~ is aanticipated ~~system that wirelessly charges EVs in APSs. Upon arrival at the APS, the driver parks the EV on a plate used by the APS~~ to ~~transport~~be ~~the~~driven ~~EV to the final parking location. The EV remains on the plate until it is retrieved~~ by ~~the~~increasing ~~APS and the driver enters the~~ EV ~~departs. When a driver parks an EV on these chagrining plates~~demand, ~~they~~wireless ~~connect~~technology ~~a regular charging cable to a socket installed on the plate~~R&D, ~~at which point the plate moves through the APS via conveyors~~ and ~~elevators to~~ the ~~parking~~implementation ~~location. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists~~ of ~~a receiving coil and supporting electronics and a socket where the driver connects a cable to the~~ fast-charging ~~socket of the EV~~infrastructure. The system’s transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates that charging using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers can not enter and manually connect a plug.

~~Although we have decided to currently focus on~~Our the solution for APSs, longer term future products will include the robotic solutions on which the Company was founded. We have succeeded in developing a tethered robotic solution. This robot was intended to charge an EV of a disabled driver and offer an automatic method for wireless charging of EVs. This solution will offer a big benefit for disabled drivers who have difficulty using a regular plug-and-cable-based charger. For these drivers, it is merely impossible to exit the EV, go to the charger, take the cable and connect the plug to the EV. Using our solution, charging will be performed automatically using the tethered robot. As the driver parks the EV, that robot will recognize the EV and will automatically navigate under the EV and charge it wirelessly. For this we have developed a patent-pending technology to navigate to the EV using data obtained by lidar (laser-based) sensors viewing only the EV’s wheels.Solution

4Our current product which was pilot tested with an APS supplier in Israel is a system that wirelessly charges EVs in APSs. Upon arrival at the APS, the driver parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS and the driver enters the EV departs. When a driver parks an EV on these chagrining plates, they connect a regular charging cable to a socket installed on the plate, at which point the plate moves through the APS via conveyors and elevators to the parking location. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists of a receiving coil and supporting electronics and a socket where the driver connects a cable to the charging socket of the EV. The system’s transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates that charging using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers can not enter and manually connect a plug.

~~Competition~~Although we have decided to currently focus on the solution for APSs, longer term future products will include the robotic solutions on which the Company was founded. We have succeeded in developing a tethered robotic solution. This robot was intended to charge an EV of a disabled driver and offer an automatic method for wireless charging of EVs. This solution will offer a big benefit for disabled drivers who have difficulty using a regular plug-and-cable-based charger. For these drivers, it is merely impossible to exit the EV, go to the charger, take the cable and connect the plug to the EV. Using our solution, charging will be performed automatically using the tethered robot. As the driver parks the EV, that robot will recognize the EV and will automatically navigate under the EV and charge it wirelessly. For this we have developed a patent-pending technology to navigate to the EV using data obtained by lidar (laser-based) sensors viewing only the EV’s wheels.

Wireless charging solutions that are currently being developed are usually in the form of a pad or surface. Companies developing such technology include Robert Bosch GmbH (Germany), Continental AG (Germany), WiTricity Corporation (U.S.), ZTE Corporation (China), and HELLA KGaA Hueck & Co. (Germany), Qualcomm Technologies Inc./WiTricity Corporation, to name a few.Competition

~~Below~~Wireless charging issolutions athat ~~competitive~~are ~~analysis~~currently ofbeing ~~our~~developed ~~solution~~ are usually in ~~comparison~~the toform ~~other~~of EVa ~~charging~~pad ~~technologies~~or surface. Companies developing such technology include Robert Bosch GmbH (Germany), ~~either~~Continental ~~existing~~AG or(Germany), ~~currently~~WiTricity inCorporation ~~development~~(U.S.), ~~Analysis~~ZTE isCorporation ~~based~~(China), onand ~~the~~HELLA ~~Company’s~~KGaA ~~best~~Hueck ~~knowledge~~& ~~and~~Co. ~~understating~~(Germany), Qualcomm Technologies Inc./WiTricity Corporation, to name a few.

~~Strategy and Business Model~~4

~~Our goal~~ Below is toa ~~become~~competitive aanalysis ~~global~~of ~~leader~~our solution in EVcomparison ~~wireless charging~~to byother ~~providing~~EV ~~efficient,~~charging ~~effortless~~technologies, ~~affordable,~~either ~~and~~existing ~~scalable~~or ~~solutions.~~currently Wein ~~intend~~development. Analysis tois ~~achieve~~based ~~our~~on ~~goal~~the byCompany’s ~~implementing~~best ~~the~~knowledge ~~following strategies:~~and understating.

~~B2B channel as a market penetration. Our~~Strategy ~~go-to-market strategy is based on offering our solutions on a B2B basis. We intend to market our solution to owners~~ and~~/or~~ ~~operators~~Business ~~of public parking spaces of many varieties, such as shopping malls, office buildings, entertainment centers, hospitals, sports centers etc.~~Model

5Our goal is to become a global leader in EV wireless charging by providing efficient, effortless, affordable, and scalable solutions. We intend to achieve our goal by implementing the following strategies:

~~Variety~~B2B channel ofas ~~business~~a ~~models~~market penetration. ~~The~~Our go-to-market strategy is based on offering our solutions on a B2B basis. We intend ~~Company~~to ~~will~~market ~~sell~~our ~~three~~solution ~~different~~to ~~products~~owners and/or operators of public parking spaces of many varieties, ~~each~~such ~~utilizing~~as ~~different~~shopping ~~business~~malls, ~~models:~~office buildings, entertainment centers, hospitals, sports centers etc.

1.Variety of EVbusiness ~~Wireless Charging System~~models. The ~~These~~Company ~~systems~~ will besell ~~used~~three todifferent ~~charge~~products, ~~vehicles~~each inutilizing ~~APSs.~~different ~~These~~business ~~systems will be sold to the end-user as capital equipment with payment at the installation of the system and recurring revenues for services after the warranty period has concluded.~~models:

21. ~~Software~~EV asWireless aCharging ~~Service (SaaS)~~System. ~~The~~These ~~user~~systems ~~interface~~will ~~that~~be is used to ~~operate~~charge ~~our~~vehicles ~~system is developed~~ in ~~cooperation with Make My Day (a company specializing in app development for EV fleet management)~~APSs. ~~This~~These ~~user~~systems ~~interface~~will isbe ~~used~~sold ~~by the driver~~ to ~~get recommendations for a driving route that optimizes EV electricity consumption, and also has functions which assist~~ the ~~driver~~end-user inas ~~utilizing~~capital ~~our~~equipment ~~system~~with ~~upon~~payment ~~arrival~~at ~~to an APS. Based on~~ the ~~benefits~~installation ~~that this solution provides drivers, we intend to monetize it to generate another revenue stream by way~~ of ~~subscription~~the ~~fees~~system and~~/or~~ ~~advertisements~~recurring ~~once~~revenues ~~we’ve~~for ~~sufficiently~~services ~~scaled~~after tothe ~~reach~~warranty aperiod ~~wider~~has ~~driver audience~~concluded.

32. ~~Electricity~~Software ~~for~~as ~~Charging. We may offer~~ a ~~service~~Service ~~of EV charging using our proprietary wireless charging system~~(SaaS). WeThe ~~will~~user ~~offer~~interface ~~the~~that ~~driver~~is aused ~~service~~to ~~that~~operate ~~ensures~~our ~~that~~system ~~their vehicle~~ is ~~always~~developed ~~charged~~in ~~when~~cooperation ~~parked~~with ~~over~~Make ~~our~~My ~~charger.~~Day ~~For~~(a ~~this~~company wespecializing ~~will~~in ~~install~~app ~~our~~development ~~systems~~for atEV ~~the~~fleet ~~parking~~management). ~~facility~~This ~~and~~user weinterface ~~will~~is ~~use~~used ~~them~~by ~~to charge~~ the ~~vehicles. The~~ driver ~~will~~to beget ~~offered~~recommendations ~~various plans~~ for ~~purchasing electricity from us. One option can be~~ a ~~fixed~~driving ~~price~~route that ~~ensures~~optimizes ~~the~~EV ~~car~~electricity ~~is always charged~~consumption, ~~another is an option to pay for the electricity purchased~~ and ~~many~~also ~~others.~~has ~~For~~functions ~~this~~which weassist ~~will purchase electricity from~~ the ~~power~~driver ~~utility~~in atutilizing ~~better rates (due to economies of scale) and we will use~~ our ~~wireless~~system ~~charging~~upon ~~systems~~arrival to ~~sell~~an ~~electricity to the driver at a profit~~APS. WeBased ~~will~~on ~~also~~the bebenefits ~~able~~that ~~to install electricity storage system for increasing~~ this ~~profit~~solution byprovides ~~purchasing electricity at low rates~~drivers, ~~storing~~we itintend ~~and~~to ~~selling~~monetize it atto ~~peak~~generate ~~demand~~another ~~times~~revenue atstream aby ~~premium.~~way ~~The~~of ~~main~~subscription ~~benefit~~fees ofand/or ~~this~~advertisements ~~business~~once ~~model~~we’ve issufficiently ~~that~~scaled itto ~~offers~~reach a ~~recurring~~wider ~~revenue~~driver ~~stream for the company~~audience.

We intend to offer these different types of business models to increase our technology adoption. Such business models are selling robots to end users, operating the robots and generating revenues from selling electricity, renting robots to end users and charging a subscription fee for the app used to optimize EV battery usage.5

~~Addressing~~3. ~~niche~~Electricity ~~markets~~for ~~that~~Charging. ~~require~~We ~~alternative to~~may ~~cable~~offer a service of EV charging using our proprietary wireless charging system. ~~Since~~ We will offer the ~~foundation~~driver ofa service that ensures that their vehicle is always charged when parked over our ~~Company,~~charger. For this we ~~came~~will ~~across~~install ~~other~~our ~~potential~~systems ~~niche~~at EVthe ~~charging~~parking ~~markets~~facility ~~that~~and ~~are in~~we ~~search~~will ~~for~~use ~~alternatives~~them to ~~traditional~~charge ~~cable-based~~the ~~charging~~vehicles. AsThe ~~mentioned~~driver ~~above,~~will abe ~~prime~~offered ~~example~~various ~~where~~plans ~~our~~for ~~solution~~purchasing ~~could~~electricity ~~make~~from us. One option can be a ~~significant difference~~fixed ~~for~~price ~~users~~that ensures the car is ~~with~~always ~~respect~~charged, toanother ~~charging~~is ~~stations~~an option to pay for ~~handicap~~the ~~people~~electricity purchased and many others. ~~Our~~For ~~robotic~~this ~~technology~~we ~~could~~will ~~potentially~~purchase beelectricity afrom ~~unique~~the power utility at better rates (due to economies of scale) and ~~optimal~~ ~~solutions~~we will use our wireless charging systems to sell electricity to the driver at a profit. We will also be able to install electricity storage system for EVincreasing ~~handicap~~this ~~people~~profit ~~who~~by ~~struggle~~purchasing ~~with~~electricity ~~cable~~at ~~charging~~low rates, storing it and selling it at peak demand times at a premium. The main benefit of this business model is that it offers a recurring revenue stream for ~~their~~the ~~EVs~~company.

~~Cooperation~~We intend ~~with~~to EVoffer ~~charging~~these ~~infrastructure companies~~different ~~and~~types ~~EV manufacturers. Part~~ of ~~our~~business ~~strategy~~models is to ~~establish~~increase ~~cooperation~~our ortechnology ~~joint~~adoption. ~~ventures~~Such ~~with~~business EVmodels ~~charging~~are ~~infrastructure~~selling robots ~~companies~~to ~~and~~end EVusers, ~~manufacturers.~~operating Wethe ~~believe~~robots ~~that,~~and ~~with~~generating ~~such~~revenues ~~partnerships~~from selling electricity, werenting ~~could~~robots ~~work~~to onend ~~additional~~users ~~robotic-based~~and ~~solutions,~~charging ~~enhance~~a subscription ~~relevant~~fee ~~robot~~for orthe ~~charging~~app ~~capabilities~~used ~~and~~to ~~create~~optimize ~~faster~~EV ~~go-to-market~~battery ~~channels~~usage.

~~Building~~Addressing niche amarkets ~~brand~~that require alternative to cable charging. WeSince ~~believe~~ the foundation of our Company, ~~can~~we ~~become~~came aacross ~~global~~other ~~known~~potential niche ~~brand~~EV charging markets that are in search for ~~robotic~~alternatives ~~charging~~to ~~solutions~~traditional cable-based charging. WeAs ~~intend~~mentioned toabove, a prime example where our solution could make a significant ~~efforts~~difference infor ~~growing~~users ~~our~~is ~~brand~~with respect to charging stations for handicap people. Our robotic ~~recognition~~technology ~~and~~could ~~building~~potentially be a ~~global~~unique ~~market~~and ~~footprint~~optimal ~~and~~solutions ~~market~~for ~~position~~EV handicap people who struggle with cable charging for their EVs.

~~Government~~Cooperation with ~~Regulation~~EV charging infrastructure companies and EV manufacturers. Part of our strategy is to establish cooperation or joint ventures with EV charging infrastructure companies and EV manufacturers. We believe that, with such partnerships, we could work on additional robotic-based solutions, enhance relevant robot or charging capabilities and create faster go-to-market channels.

~~We are subject to the same regulations as regular~~Building ~~charging~~a ~~stations~~brand. We ~~Since~~believe ~~governments~~the ~~are~~Company ~~globally~~can ~~playing~~become a ~~major~~global ~~role~~known inbrand ~~the~~for ~~growth~~robotic ~~of the EV Supply Equipment market, as they mandate policies and set targets related to the adoption of EVs and~~ charging ~~infrastructure, there are markets where more regulation has the potential to positively impact our growth and success~~solutions. We intend to ~~focus~~make onsignificant efforts ~~these~~in ~~markets~~growing ~~and~~our ~~countries~~brand ~~where~~recognition weand ~~believe~~building ~~regulation could~~a ~~boost~~global ~~adoption~~market offootprint ~~our solution~~ and ~~our~~market ~~sales~~position.

6Investment in Electric Micro Delivery Last-Mile Delivery Market

~~Intellectual~~We are ~~Property~~leveraging our unique experience in wireless charging systems for electric vehicles for electric micro vehicles tailored for last-mile delivery. The electric micro delivery and last-mile delivery market encompasses electric vehicles and related technologies designed to support the final stage of goods transportation from distribution hubs to end customers, primarily in urban and densely populated areas. This market includes electric cargo bicycles, scooters, compact electric delivery vehicles, and supporting charging and fleet-management infrastructure used to transport small parcels and goods over short distances.

WeLast-mile vehicles ~~currently~~are ~~own~~the ~~several~~critical ~~intellectual~~link ~~property~~in this evolving logistics chain. Unlike long-haul trucks and shipping networks that move goods efficiently ~~(IP)~~over ~~assets~~large distances, atlast-mile ~~various~~vehicles ~~stages~~are specifically optimized for delivery speed, route flexibility, and accessibility in complex urban landscapes. InThey ~~the~~include ~~past~~a webroad ~~held~~range anof ~~exclusive~~form ~~license~~factors—from compact vans and three-wheel electric vehicles to ~~some~~autonomous ground ~~patents~~robots ~~owned~~and bycargo ~~the~~e-bikes. ~~Ben~~Their ~~Guryon~~design ~~University~~priorities ~~but~~focus weon ~~terminated this~~minimizing ~~agreement~~operational incost ~~the~~per ~~last~~delivery, ~~year.~~reducing ~~The~~traffic ~~following~~footprint, and ~~table~~navigating ~~summarizes~~narrow ~~our~~streets, IPresidential ~~assets~~areas, asand ofhigh-density ~~the~~population ~~date~~centers ofwith ~~this~~agility ~~annual~~and ~~report:~~efficiency.

Patent Title or Published Patent Application Title	Jurisdiction	Estimated Expiration
System and method for Wireless Vehicle Battery Charging	US	2041
System and method for Wireless Vehicle Battery Charging	US	2041
Wireless Charging in Automated Parking Garages	PCT	2042
A Method for Introducing An Autonomous or Partially Autonomous Robot Under A Parked Vehicle	US prov.	2043

The demand for innovative last-mile solutions is also driven by sustainability goals. Traditional delivery trucks contribute significantly to urban congestion, noise pollution, and carbon emissions. With growing regulatory pressure and corporate commitments to environmental responsibility, logistics providers and retailers alike are investing heavily in electric and zero-emission last-mile fleets. These solutions not only reduce environmental impact, but also lower fuel and maintenance costs, improve air quality in urban neighborhoods, and align with municipal policies aimed at curbing emissions from transport sectors.

We also rely on trade secrets, know-how, and continuous innovation to develop and maintain our competitive position. We cannot be certain that patents will be granted with respect to any patent applications filed by us in the future, nor can we be assured that any patents granted to us in the future will be commercially useful in protecting our technology.6

~~Our~~This widespread ~~success~~electrification ~~depends,~~significantly elevates the importance of automated charging solutions. Automated charging systems—such as robotic plug-in ~~part~~chargers, onwireless ancharging IPpads, ~~portfolio~~or fully autonomous docking stations—enable vehicles to recharge with minimal ~~that~~human ~~supports~~intervention, ~~future~~ensuring ~~revenue~~consistent ~~streams~~energy ~~and~~replenishment ~~erects~~while ~~barriers~~reducing todowntime ~~our~~and ~~competitors~~operational complexity.

~~Despite~~For autonomous ~~these~~and ~~measures~~semi-autonomous last-mile vehicles, ~~any~~automated ofcharging ~~our~~is IPnot ~~and~~just ~~proprietary~~an efficiency upgrade but a functional requirement. ~~rights~~Vehicles ~~could~~designed to operate continuously across extended delivery windows must be ~~challenged,~~able ~~invalidated~~to return to charging stations, ~~circumvented~~align themselves precisely, ~~infringed~~and orrecharge ~~misappropriated~~without human assistance. IPThis ~~and~~capability ~~proprietary~~allows ~~rights~~fleet ~~may~~operators ~~not~~to bescale ~~sufficient~~deployments, tooperate around the clock, ~~permit~~and usoptimize tofleet ~~take~~utilization ~~advantage~~in ofdense ~~current~~urban ~~market~~environments ~~trends~~where orspace, ~~otherwise~~labor, toand ~~provide~~time ~~competitive~~are ~~one~~constrained.

~~Employees~~In this context, automated charging solutions become a critical enabler of the last-mile ecosystem. They support the economic viability of electric fleets, improve energy management, and integrate seamlessly with digital fleet platforms that schedule charging based on route planning, battery health, and demand forecasting. As cities push toward zero-emission logistics and delivery volumes continue to rise, the convergence of electric last-mile vehicles and automated charging infrastructure will play a decisive role in shaping the future of urban mobility and delivery networks.

~~Currently, we have two senior management positions~~By ~~(CEO~~investing ~~and CFO), who we engage~~ in ~~part-time capacities via consulting agreements. In addition~~Revoltz, we ~~have~~see ~~four~~not ~~engineers~~just ~~working~~an ~~for~~investment ~~us as part-time consultants. All of our engineers and management are located~~ in ~~Israel.~~a Athigh ~~present~~demand, wefast dogrowing ~~not~~market ~~employ any~~ of ~~our~~small ~~personnel,~~electrical ~~and none~~vehicles ~~are represented by labor unions or covered by collective bargaining agreements. We believe that~~ we ~~maintain~~also ~~good working relationships~~expect ~~with our management and our engineers. As~~ a ~~result~~synergy ~~of Charging Robotics being located in Israel,~~ to ~~the~~happen ~~extent~~by ~~that~~providing weour ~~enter~~charging ~~into~~technology ~~employment agreements, we will be subject to certain Israeli labor laws, regulations~~ and ~~national~~integrate ~~labor~~it ~~court precedent rulings,~~ as ~~well~~part ~~as certain provisions~~ of ~~collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by~~ the ~~Israeli~~infrastructure ~~Ministry of Economy and which apply such agreement provisions to our employees even though they are not part of a union~~ that ~~has~~adopts ~~signed~~Revoltz ~~a collective bargaining agreement~~vehicles.

~~All~~ As of ~~our~~March ~~consulting~~19, ~~agreements~~2026, ~~include~~we ~~undertakings by~~hold ~~our~~a ~~personnel~~51.07% ~~with~~stake ~~respect~~in ~~to confidentiality~~Revoltz, ~~non-competition~~an ~~and~~innovative ~~assignment~~hi-tech tocompany usdeveloping ofhigh-end IPmini ~~rights~~electric ~~developed~~vehicles infor ~~the course of their engagement.~~single-rider ~~Our~~transportation ~~consulting~~focused ~~agreement~~on ~~with our CEO includes provisions with respect to assignment to us of intellectual property rights developed in~~ the ~~course~~last-mile ofdelivery ~~employment and confidentiality~~market. ~~The enforceability of such provisions is subject to Israeli law.~~

~~Properties~~On June 24, 2025, Charging Robotics entered into the Exchange Agreement with Revoltz, and three Revoltz Shareholders, pursuant to which Charging Robotics issued to the Revoltz Shareholders an aggregate of 12.3% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of Charging Robotics’s common stock, in exchange for 32.74% of Revoltz’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The Acquisition closed on June 26, 2025 and resulted in Revoltz becoming a majority-owned subsidiary of Charging Robotics.

~~Our~~According to ~~corporate~~Research ~~headquarters~~and ~~are~~Markets, ~~located~~the atglobal 20electric last-mile delivery market was estimated to be approximately $29.17 billion in 2024 and and ~~Raul~~is ~~Wallenberg~~projected ~~Street,~~to ~~Tel~~reach ~~Aviv,~~$139.41 ~~Israel~~billion ~~6971916~~by 2033, ~~under~~growing at a ~~lease~~CAGR ~~held~~of by19.4%, ~~our~~driven ~~shareholders,~~by ~~free~~rising ofe-commerce ~~rent~~demand toand ~~the~~stringent ~~company~~urban emission regulations. InDemand ~~January 2025~~for electric micro delivery solutions has increased in recent years, driven by the ~~Company~~continued ~~rented~~growth anof ~~office~~e-commerce, rising ~~lab~~consumer ~~and~~expectations ~~assembly~~for rapid and ~~integration~~flexible ~~area~~delivery inoptions, anand ~~innovation~~increasing regulatory and ~~startup~~commercial ~~hub~~focus ~~located~~on inreducing ~~“The~~vehicle ~~Rupin~~emissions, ~~Technological Campus”~~noise, ~~approximately~~and ~~40km~~congestion ~~north~~in ofurban ~~Tel Aviv~~environments. ~~The~~Electric ~~monthly~~micro ~~rental~~delivery ~~fee~~vehicles isare ~~4,000~~generally ~~NIS~~well-suited ~~(approximately~~for $1short,~~100)~~ high-frequency ~~per~~delivery ~~month.~~routes ~~The~~due ~~lease~~to ~~term~~their ~~requires~~lower ~~only~~operating ~~one~~costs, ~~month~~reduced ~~termination~~environmental ~~notice~~impact, and ability to navigate congested city streets more efficiently than traditional internal combustion engine vehicles.

~~Legal~~With groundbreaking ~~Proceedings~~design and engineering, Revoltz is creating high-end, mini electric vehicle’s, that bring innovation and truly elevate single rider transportation, briding ridge the gap between the traditional automotive world and the emerging style of micro mobility vehicles. Revoltz’s flagship product, the PORTO EV, is a compact, high-function electric micro-vehicle engineered to support efficient, sustainable delivery operations in dense urban environments by combining robust cargo capacity, full-day operational range on a single charge, and agile handling tailored to congested city settings.

WeIn early ~~are~~2025, ~~not~~Revoltz ~~aware~~received ofapproval ~~any~~from ~~pending~~the orIsraeli ~~threatened~~Standards Institute to sell and market the PORTO EV micro-vehicle in Israel, enabling ~~legal~~operation ~~proceedings~~without ~~involving~~a ~~our~~driver’s ~~Company~~license orfor users aged 16 and over and facilitating broader commercial adoption in urban markets. Shortly thereafter, the company delivered its ~~assets~~first commercial units as part of a multi-year distribution agreement and has since reached notable sales milestones, including the sale of 30 PORTO EV units to customers in Israel by October 2025. These developments reflect the company’s transition from product development into active commercial deployment and initial market penetration.

~~Company~~Revoltz’s business ~~Information~~is concentrated primarily in the Israeli market, where it has secured distribution partnerships and begun scaling operations with local logistics customers. The company continues to explore opportunities to expand its presence internationally and to serve a broader range of commercial delivery fleets seeking compact, zero-emission transportation solutions.

~~Our principal executive offices are located at~~Government 20 Raul Wallenberg Street, Tel Aviv, Israel 6971916, and our telephone number is (678) 558-5564. Our website address is www.chargingrobotics.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.Regulation

We are ~~use~~subject ~~our~~to ~~website~~the ~~(www.chargingrobotics.com)~~ same regulations as regular charging stations. Since governments are globally playing a ~~channel~~major ofrole ~~distribution~~in the growth of the ~~Company~~EV ~~information.~~Supply ~~The~~Equipment ~~information~~market, weas ~~post~~they ~~through~~mandate ~~this~~policies ~~channel~~and ~~may~~set betargets ~~deemed~~related ~~material.~~to ~~Accordingly~~the adoption of EVs and charging infrastructure, ~~investors~~there ~~should~~are ~~monitor~~markets ~~our~~where ~~website,~~more inregulation ~~addition~~has the potential to ~~following~~positively impact our ~~press~~growth ~~releases,~~and ~~SEC~~success. ~~filings~~Our automated parking systems and ~~public~~electric ~~conference~~vehicle ~~calls~~(“EV”) charging solutions must comply with applicable laws, regulations, standards and ~~webcasts.~~permitting requirements ~~The~~relating ~~contents~~to ofconstruction, ~~our~~electrical ~~website~~systems, ~~are~~product ~~not~~safety, ~~however~~environmental matters and data protection. Compliance with these requirements may increase costs, arequire ~~part~~design ofor ~~this~~operational ~~Annual~~modifications ~~Report~~and result in delays in project execution or system deployment. We intend to focus on ~~Form~~these ~~10-K~~markets and countries where we believe regulation could boost adoption of our solution and our sales.

~~Corporate~~Building, Zoning ~~History~~and Construction Regulation

~~Charging~~The installation ~~Robotics~~and ~~Inc.~~operation ~~(was~~of ~~incorporated~~automated inparking ~~the State~~systems ofand ~~Delaware~~EV oncharging ~~March~~infrastructure ~~25,~~are ~~2008,~~subject asto ~~Silver~~building ~~Hill Management Services~~codes, ~~Inc.~~zoning ~~On August 24~~regulations, planning ~~2011,~~laws ~~the~~and ~~Company~~permitting ~~amended~~requirements ~~its~~that ~~Certificate of~~vary ~~Incorporation~~by ~~and~~jurisdiction. ~~changed~~Projects ~~its~~typically ~~name~~require toapprovals ~~Fuel~~from ~~Doctor~~local ~~Holdings,~~or ~~Inc.,~~regional authorities and onmay ~~April~~be ~~23,~~subject ~~2024,~~to ~~the~~inspections ~~Company~~and ~~changed~~ongoing ~~its~~compliance ~~name to Charging Robotics Inc~~obligations.

CRApplicable regulations ~~Israel~~may ~~was~~impose ~~formed~~constraints inon ~~February~~system ~~2021~~design, asstructural ~~an Israeli corporation~~specifications, ~~with~~accessibility ~~the~~requirements ~~main~~and ~~goal~~integration ofwith ~~developing an innovative wireless electric vehicles (EV) charging technology. At the heart of the technology~~existing isbuildings aor ~~wireless power transfer module that uses resonance coils to transfer electricity wirelessly~~infrastructure. ~~This~~Differences ~~module~~in ~~can~~local beinterpretation ~~used~~or ~~for~~changes ~~various products~~in ~~such~~applicable asregulations ~~robotic~~could ~~and~~result ~~stationary~~in ~~platforms.~~increased ~~The robotic platform includes a component which is small enough to fit under the vehicle~~costs, ~~and~~project ~~which~~delays ~~automatically~~or ~~positions~~limitations itself for maximum-efficiency charging, and upon charging completion automatically returns to its docking station. CR Israel also developed a Wireless EV Charging System for automatic parking lots based on ~~our wireless electricity transfer module~~deployment.

~~On March 28~~Electrical, ~~2023, the Company entered into a Securities Exchange Agreement~~ ~~(the~~Grid ~~“Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“Charging Robotics”). Pursuant to the Acquisition Agreement~~Connection, atUtility ~~the~~Interconnection ~~closing, which occurred on April 7, 2023 (the “Closing”), the Company acquired 100% of the issued~~ and ~~outstanding stock of~~ Charging Robotics (the “Acquisition”), making Charging Robotics a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of the Company’s common stock to the former shareholders of Charging Robotics.Regulation

OnOur ~~April~~EV 6charging solutions and automated parking systems that incorporate charging functionality are subject to electrical safety standards, grid ~~2023~~interconnection requirements and other regulations governing electrical installations. Compliance may require certifications, ~~the~~ ~~Company~~coordination with ~~issued~~utilities aor ~~total~~grid ofoperators ~~910~~and adherence to technical standards applicable to charging equipment and energy usage,~~000~~ ~~newly~~such ~~issued~~as ~~shares~~compliance with ofgrid ~~common~~codes ~~stock~~(voltage ofstability, ~~the~~frequency ~~Company~~tolerance), ~~par~~power ~~value~~quality ~~$0.0001~~standards ~~per~~(harmonics, ~~share~~power factor), load management and demand response capability (in ~~respect~~some ofmarkets) aRegulatory ~~private~~developments ~~placement~~relating to EV charging infrastructure, including standards for ~~total~~interoperability, pricing ~~proceeds~~transparency ofand ~~$501~~consumer ~~thousand~~protections, could affect system specifications, pricing models or deployment strategies.

~~On August 28, 2023, the~~Product ~~Company~~Safety ~~filed an amended~~ and ~~restated~~Equipment certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), to (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock. Also on August 28, 2023, the Company submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split. On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split was completed on April 23, 2024.Regulation

OnOur automated ~~November~~parking ~~22,~~systems ~~2023~~involve mechanical, ~~the~~electrical ~~Company~~and ~~announced~~software-controlled ~~that CR~~equipment ~~Israel~~and ~~received~~are ~~approval~~subject ~~for~~to ~~funding~~applicable ~~from~~product ~~the~~safety, machinery ~~Israel~~and ~~Innovation~~workplace ~~Authority~~safety ~~(the~~regulations. ~~“IIA”)~~These ~~for~~requirements agovern ~~pilot~~system ~~project~~design, tomanufacturing, ~~include~~installation, ~~installing~~ operation and ~~demonstrating~~maintenance such ~~its~~as ~~solution~~: ~~for~~Compliance ~~wireless~~with ~~charging~~recognized ofelectrical ~~electric~~safety ~~vehicles~~standards (~~EVs)~~e.g., inIEC, ~~automated~~UL, ~~parking systems (“APS”~~EN)., ~~The total~~protection ~~approved~~against ~~budget~~overcurrent, ~~for~~short ~~this~~circuits, ground ~~project~~faults, ~~was~~and ~~approximately $445 thousand~~overheating, ofsafe ~~which~~enclosure ~~the~~design ~~IIA~~(ingress ~~would~~protection, ~~finance~~insulation, ~~50%.~~grounding) ~~The~~and ~~Company~~certification isby ~~now~~accredited ~~engaged~~testing inlaboratories ~~the~~Failure ~~pilot project~~ to ~~implement~~comply ~~the~~could ~~solution~~result in anrequired ~~APS~~modifications, inoperational ~~Tel Aviv. As of December 31~~restrictions, ~~2024,~~liability CRexposure ~~Israel~~or ~~received~~reputational ~~a total of $136 thousand from the IIA~~harm.

~~On December 2, 2024, the Inc. filed another amended and restated certificate~~Environmental ~~of incorporation, to reduce the Company’s authorized shares of common stock from 2,990,000,000 to 50,000,000.~~Regulation

InOur operations ~~December~~and ~~2024,~~installations ~~the~~are ~~Company~~subject ~~sold~~to aenvironmental ~~total~~laws ofand ~~412~~regulations relating to construction activities,~~123~~ ~~newly~~waste ~~issued~~management, ~~shares~~noise ofand ~~common~~the ~~stock~~handling, tostorage aand ~~total~~disposal of ~~seven~~certain ~~investors~~materials. ~~for~~Compliance awith ~~total~~environmental ofrequirements ~~$410,000~~may increase project costs or affect installation and operating timelines.

~~On January 15, 2025, the Company sold a total of 30,303 newly issued shares of common stock to a total of seven investors for a total of $50,000.~~8

8Data Protectionand Cybersecurity

~~ITEM~~Our systems 1Arely on software platforms that collect, transmit and process operational data and, in some cases, personal or vehicle-related information. ~~RISK~~We ~~FACTORS~~are subject to data protection, privacy and cybersecurity laws in the jurisdictions in which we operate, including requirements relating to data security, use, retention and cross-border transfers. Cybersecurity incidents or non-compliance with applicable data protection laws could result in regulatory enforcement, liability, service disruptions and reputational harm.

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this Annual Report on Form 10-K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our businessPermits, ~~financial condition and/or operating results. If any of the following~~ ~~events~~Licenses ~~occur, our business, financial condition~~ and ~~results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment.~~Approvals

~~Summary~~Certain aspects ~~Risk~~of ~~Factors~~our business may require permits, licenses or approvals to install, operate or maintain automated parking systems or EV charging infrastructure. Delays in obtaining or renewing such approvals, or changes in regulatory requirements, could adversely affect project timelines, revenues and customer relationships.

~~The principal factors and uncertainties that make~~Communication ~~investing~~Protocols in& ~~our common stock risky, include, among others:~~Interoperability

~~Risks~~To ensure ~~Related~~chargers tocan ~~Our~~work ~~Financial~~with ~~Condition~~different vehicles, networks, and management platforms, regulators and industry bodies require adherence ~~Capital~~to ~~Requirements~~standardized communication protocols. These often include: vehicle-to-charger communication standards, charger-to-backend (network) protocols and roaming and interoperability requirements between charging networks.

●Electromagnetic Compatibility We(EMC) ~~are~~& aRadio development-stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our productsCompliance.

●EV chargers ~~Our~~emit ~~financial~~electromagnetic ~~statements~~signals ~~contain~~that acan ~~going~~interfere ~~concern~~with ~~note~~nearby ~~regarding~~electronics ~~substantial~~or ~~doubt~~communications ~~about~~devices. ~~our~~Regulations ~~ability~~in tothis ~~continue~~category cover aslimits aon ~~going~~electromagnetic ~~concern~~emissions, ~~which~~immunity ~~could~~to ~~prevent~~external uselectromagnetic ~~from~~interference ~~obtaining~~and ~~new~~certification ~~financing~~under onEMC ~~reasonable~~directives ~~terms~~ or equivalent ~~at all.~~frameworks

~~● We have not generated any significant revenue from the sale of our current products and may never be profitable.~~Intellectual Property

● We currently ~~expect~~own ~~that~~several weintellectual ~~will~~property ~~need~~(IP) toassets, ~~raise~~at ~~substantial~~various ~~additional~~stages. ~~capital~~In ~~before~~the past we ~~can~~held ~~expect~~an toexclusive ~~become~~license ~~profitable~~to ~~from~~some ~~sales~~patents owned ofby ~~our~~the ~~products.~~Ben ~~This~~Guryon ~~additional~~University ~~capital~~but ~~may~~we ~~not~~terminated bethis ~~available~~agreement onin ~~acceptable~~the ~~terms,~~last ~~or at all~~year. ~~Failure~~The tofollowing ~~obtain~~table ~~this~~summarizes ~~necessary~~our ~~capital~~IP ~~when~~assets ~~needed~~as of ~~may~~the ~~force~~date usof tothis ~~delay,~~annual ~~limit or terminate our product development efforts or other operations.~~report:

● Our operating results and financial condition may fluctuate.

Patent Title or Published Patent Application Title	Jurisdiction	Estimated Expiration
System and method for Wireless Vehicle Battery Charging	US	2041
System and method for Wireless Vehicle Battery Charging	US	2041
Wireless Charging in Automated Parking Garages	PCT	2042
A Method for Introducing An Autonomous or Partially Autonomous Robot Under A Parked Vehicle	US prov.	2043

~~Risks~~We also ~~Related~~rely toon ~~Our~~trade ~~Business~~secrets, know-how, and ~~Industry~~continuous innovation to develop and maintain our competitive position. We cannot be certain that patents will be granted with respect to any patent applications filed by us in the future, nor can we be assured that any patents granted to us in the future will be commercially useful in protecting our technology.

●Our success Wedepends, ~~operate~~ in part, on an ~~evolving~~IP ~~market~~portfolio ~~which~~that ~~makes~~supports itfuture ~~difficult~~revenue tostreams ~~evaluate~~and ~~our~~erects ~~business~~barriers ~~and~~to ~~future~~our ~~prospects~~competitors.

●Despite these Wemeasures, ~~face~~any ~~uncertainty~~of our IP and ~~adverse~~proprietary ~~changes~~rights incould ~~the~~be ~~economy~~challenged, invalidated, circumvented, infringed or misappropriated. IP and proprietary rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive one.

~~● We depend on key personnel to operate our business. An inability to retain, attract, and integrate qualified personnel would harm our ability to develop and successfully grow our business.~~9

~~● If we fail to manage rapid growth effectively, our brand, business, financial condition and results of operations could be adversely affected.~~Employees

●Currently, we Ifhave ~~critical~~two ~~components~~senior ormanagement ~~raw~~positions ~~materials~~(CEO ~~used~~and toCFO), ~~manufacture~~who we engage in part-time capacities, including our ~~products~~CEO ~~become~~is ~~scarce~~engaged orvia ~~unavailable,~~a ~~then~~consulting agreement. In addition, we ~~may~~have ~~incur~~eight ~~delays~~(8) employees working for us in ~~manufacturing~~full-time and ~~delivery~~part-time capacities in general and administrative, financial and accounting and research and development functions. All of these individuals are located in Israel. None of our ~~products~~employees are represented by labor unions. We believe that we maintain good working relationships with our management and our engineers. As a result of Charging Robotics being located in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and which ~~could~~apply ~~damage~~such agreement provisions to our ~~business~~employees even though they are not part of a union that has signed a collective bargaining agreement.

●All of our consulting agreements include undertakings by our personnel with respect to confidentiality, non-competition and assignment to us of IP rights developed in the course of their engagement. Our ~~products~~consulting ~~may~~agreement bewith ~~subject~~our CEO includes provisions with respect to assignment ~~recall~~to orus ~~returns~~of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is subject to Israeli law.

9Properties

●Our corporate Ifheadquarters weare ~~release~~located ~~defective~~at ~~products~~20 orRaul ~~services~~Wallenberg Street, Tel Aviv, Israel 6971916, under a lease held by our ~~operating~~shareholders, ~~results~~free of ~~could~~rent ~~suffer~~to the company.

●In January ~~Our~~2025, ~~products~~the Company rented an office, lab and ~~services~~assembly ~~are~~and ~~complex~~integration area in an innovation and ~~could~~startup ~~have~~hub ~~unknown~~located ~~defects~~in or“The Rupin ~~errors~~Technological Campus”, ~~which~~approximately ~~may~~40km ~~give~~north ~~rise~~of toTel ~~legal~~Aviv. ~~claims~~The ~~against~~monthly usrental fee is 4,000 ~~diminish~~NIS ~~our~~(approximately ~~brand~~$1,100). The orlease ~~divert~~term ~~our~~requires ~~resources~~only ~~from~~one ~~other~~month ~~purposes~~termination notice.

●In September ~~The~~1, ~~markets~~2025, ~~in which~~ we ~~plan~~started to ~~compete~~rent ~~are~~additional ~~characterized~~office byspace ~~rapid~~at ~~technological~~Nechoshet ~~change~~10 St., ~~which~~Tel ~~requires~~Aviv, usIsrael. toThe ~~develop~~monthly ~~new~~rental ~~products~~fee ~~and~~is ~~product~~13,000 NIS ~~enhancements~~(approximately $3,600 ~~and~~per ~~could~~month). ~~render~~The ~~our~~lease ~~existing~~term ~~products~~requires ~~obsolete~~only 2 month termination notice.

~~● If we fail to successfully promote our products and brand, this could have a material adverse effect on our business, prospects, financial condition and results of operations.~~Legal Proceedings

●We are ~~Our~~not ~~planned~~aware ~~international~~of ~~operations~~any ~~will~~pending ~~expose~~or usthreatened tolegal ~~additional~~proceedings ~~market~~involving ~~and operational risks, and failure to manage these risks may adversely affect~~ our ~~business~~Company ~~and~~or ~~operating~~its ~~results~~assets.

~~● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.~~Company Information

●Our principal Weexecutive ~~rely~~offices onare ~~business~~located ~~partners~~at 20 Raul Wallenberg Street, Tel Aviv, Israel 6971916, and ~~they~~our ~~may~~telephone benumber ~~given~~is ~~access~~+972-3-717-5777. Our towebsite ~~sensitive~~address ~~and~~is ~~proprietary~~www.chargingrobotics.com. Any information incontained ~~order~~on, toor ~~provide~~that ~~services~~can ~~and~~be ~~support~~accessed tothrough, our ~~customers~~website is not incorporated by reference into, nor is it in any way a part of, this Annual Report on Form 10-K.

● We use our website (www.chargingrobotics.com) as a channel of distribution of Company information. The information we post through this channel may be ~~subject~~deemed material. Accordingly, investors should monitor our website, in addition to ~~electronic~~following ~~communication~~our ~~security~~press ~~risks~~releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 10-K.

~~Risks Related to Our Intellectual Property~~Corporate History

●Charging Robotics IfInc. we(was ~~are~~incorporated ~~unable~~in tothe ~~obtain~~State ~~and~~of ~~maintain~~Delaware ~~effective~~on ~~intellectual~~March ~~property~~25, ~~rights~~2008, ~~for~~as ~~our~~Silver ~~products~~Hill Management Services, weInc. ~~may~~On ~~not~~August be24, ~~able~~2011, the Company amended its Certificate of Incorporation and changed its name to ~~compete~~Fuel ~~effectively~~Doctor inHoldings, ~~our~~Inc., ~~markets~~and on April 23, 2024, the Company changed its name to Charging Robotics Inc.

●CR Israel ~~Intellectual~~was ~~property~~formed ~~rights~~in February 2021, as an Israeli corporation, with the main goal of ~~third~~developing ~~parties~~an ~~could~~innovative ~~adversely~~wireless ~~affect~~electric ~~our~~vehicles (EV) ~~ability~~charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to ~~commercialize~~transfer ~~our~~electricity wirelessly. This module can be used for various products, such as robotic and westationary ~~might~~platforms. beThe ~~required~~robotic platform includes a component which is small enough to ~~litigate~~fit orunder ~~obtain~~the ~~licenses~~vehicle, ~~from~~and ~~third~~which ~~parties~~automatically inpositions ~~order~~itself tofor ~~develop~~maximum-efficiency orcharging, ~~market~~and ~~our~~upon ~~product~~charging completion ~~candidates~~automatically returns to its docking station. ~~Such~~CR ~~litigation~~Israel oralso ~~licenses~~developed ~~could~~a beWireless ~~costly~~EV orCharging ~~not~~System ~~available~~for automatic parking lots based on ~~commercially~~our ~~reasonable~~wireless ~~terms~~electricity transfer module.

~~● We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.~~10

●On March We28, ~~may~~2023, bethe ~~subject~~Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of CR Israel. Pursuant to ~~claims~~the ~~challenging~~Acquisition Agreement, at the ~~inventorship~~closing, which occurred on April 7, 2023 (the “Closing”), the Company acquired 100% of ~~our~~the ~~intellectual~~issued ~~property~~and outstanding stock of CR Israel (the “Acquisition”), making CR Israel a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of the Company’s common stock to the former shareholders of CR Israel.

●On April We6, ~~may~~2023, the ~~not~~Company beissued ~~able~~a tototal ~~protect~~of ~~our~~910,000 ~~intellectual~~newly ~~property~~issued ~~rights~~shares ~~throughout~~of common stock of the ~~world~~Company, par value $0.0001 per share, in respect of a private placement for total proceeds of $501 thousand.

●On August We28, ~~may~~2023, ~~become~~the ~~subject~~Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), to ~~claims~~(i) ~~for~~change ~~remuneration~~its orname ~~royalties~~to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred ~~assigned~~fifty ~~service~~reverse ~~invention~~stock ~~rights~~split by(the ~~our~~“Reverse ~~employees~~Stock Split”) of its outstanding shares of common stock. Also on August 28, 2023, ~~which~~the ~~could~~Company ~~result~~submitted inan ~~litigation~~Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and ~~adversely~~Reverse ~~affect~~Stock ~~our~~Split. ~~business~~On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split was completed on April 23, 2024.

~~Risks~~On November ~~Related~~22, 2023, the Company announced that CR Israel received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project to ~~Our~~include ~~Common~~installing ~~Stock~~and demonstrating its solution for wireless charging of electric vehicles (EVs) in automated parking systems (“APS”). The total approved budget for this project was approximately $445 thousand, of which the IIA would finance 50%. The Company is now engaged in the pilot project to implement the solution in an APS in Tel Aviv. As of December 31, 2024, CR Israel received a total of $136 thousand from the IIA.

●On December We2, ~~are~~2024, anthe ~~“emerging~~Inc. ~~growth~~filed ~~company”~~another ~~and~~amended ~~our compliance with the reduced reporting~~ and ~~disclosure~~restated ~~requirements~~certificate ~~applicable~~of incorporation, to ~~“emerging~~reduce ~~growth~~the ~~companies”~~Company’s ~~may~~authorized shares ~~make~~of ~~our~~ common stock ~~less~~from ~~attractive~~2,990,000,000 to ~~investors~~50,000,000.

●In December If2024, wethe ~~fail~~Company tosold ~~maintain~~a ~~effective~~total ~~internal~~of ~~controls~~412,123 ~~over~~newly ~~financial~~issued ~~reporting,~~shares ~~the~~of ~~price~~common stock to a total of ~~our~~seven ~~common~~investors ~~stock~~for ~~may~~a betotal ~~adversely~~of ~~affected~~$410 thousand.

●In ~~Compliance~~January ~~with~~and ~~changing~~March ~~regulation~~2025, the Company issued a total of ~~corporate~~185,211 shares ~~governance~~of ~~and~~common ~~public~~stock ~~disclosure~~(including ~~will~~111,688 ~~result~~finders’ fees shares) in ~~additional~~a ~~expenses~~private placement offering for aggregate gross proceeds of $306 thousand.

10On June 24, 2025, Charging Robotics entered into the Exchange Agreement with Revoltz, and three Revoltz Shareholders, pursuant to which Charging Robotics issued to the Revoltz Shareholders an aggregate of 12.3% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of Charging Robotics’s common stock, in exchange for 32.74% of Revoltz’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The Acquisition closed on June 26, 2025 and resulted in Revoltz becoming a majority-owned subsidiary of Charging Robotics. Revoltz was consolidated into Charging Robotics’s financial statements as of June 24, 2025.

~~● Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.~~11

●ITEM 1A. WeRISK ~~may be subject to securities litigation, which is expensive and could divert management attention.~~FACTORS

●An investment Ifin ~~securities~~our orcommon ~~industry~~stock ~~analysts~~involves doa ~~not~~high ~~publish~~degree orof ~~cease~~risk. ~~publishing~~You ~~research~~should orcarefully ~~reports~~consider ~~about~~the ~~us,~~following risk factors and the other information in this Annual Report on Form 10-K before investing in our common stock. Our business orand ~~our~~results ~~market,~~of oroperations ifcould ~~they~~be seriously ~~adversely~~harmed ~~change~~by ~~their~~any ~~recommendations~~of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or ~~publish~~that ~~negative~~we ~~reports~~currently ~~regarding~~deem to be immaterial also may materially adversely affect our business, financial condition and/or ~~our~~operating ~~shares~~results. If any of the following events occur, our ~~share~~business, ~~price~~financial condition and results of operations could be materially adversely affected. In such case, the value and trading ~~volume~~price of our common stock could decline, and you may lose all or part of your investment.

●Summary Risk ~~We have no operating experience as a publicly traded company in the United States.~~Factors

●The principal ~~Raising~~factors ~~additional~~and ~~capital~~uncertainties ~~will~~that ~~cause~~make ~~dilution~~investing toin our ~~existing~~common ~~stockholders~~stock ~~and~~risky, ~~may~~include, ~~affect~~among ~~the rights of existing stockholders.~~others:

●Risks Related ~~Sales~~to ofOur aFinancial ~~substantial~~Condition ~~number~~and ofCapital ~~shares of our common stock in the public market by our existing stockholders could cause our share price to fall.~~Requirements

● We are a development-stage company and have ~~never~~a ~~paid~~limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we ~~currently~~will docontinue ~~not~~to ~~intend~~incur significant losses until we are able to ~~pay~~successfully ~~dividends~~commercialize our products.

~~Risks~~● ~~Related~~Our financial statements contain a going concern note regarding substantial doubt about our ability to ~~Our~~continue ~~Location~~as ~~and~~a ~~Operations in~~going ~~Israel~~concern, which could prevent us from obtaining new financing on reasonable terms or at all.

● We ~~are~~have ~~exposed~~not togenerated ~~fluctuations~~any insignificant ~~currency~~revenue ~~exchange~~from ~~rates~~the sale of our current products and may never be profitable.

● ~~Our~~We ~~headquarters,~~expect ~~research~~that ~~and~~we ~~development~~will ~~and~~need ~~other~~to ~~significant~~raise ~~operations~~substantial ~~are~~additional ~~located~~capital inbefore ~~Israel,~~we ~~and,~~can ~~therefore,~~expect to become profitable from sales of our ~~results~~products. This additional capital may not be ~~adversely~~available ~~affected~~on byacceptable ~~political~~terms, ~~economic~~or ~~and~~at ~~military~~all. ~~instability~~Failure into ~~Israel~~obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

● Our ~~operations~~operating ~~may~~results beand ~~disrupted~~financial ascondition amay ~~result of the obligation of management or key personnel to perform military service~~fluctuate.

Risks Related to Our ~~Financial~~Business ~~Condition~~ and ~~Capital~~ ~~Requirements~~Industry

● We ~~are~~operate ain ~~development-stage~~an ~~company~~evolving ~~and~~market ~~have a~~which ~~limited~~makes ~~operating~~it ~~history~~difficult ~~on which~~ to ~~assess~~evaluate ~~the prospects for~~ our business, ~~have incurred significant losses since the date of our inception,~~ and ~~anticipate~~future ~~that we will continue to incur significant losses until we are able to successfully commercialize our products~~prospects.

~~We are~~● ~~a development-stage company with a limited operating history.~~ We ~~have~~face ~~incurred~~uncertainty ~~net~~and ~~losses~~adverse ~~since~~changes ~~our~~in ~~inception, including net losses of approximately $842 thousand for~~ the ~~year ended December 31, 2024~~economy. ~~As of December 31, 2024, we had accumulated losses of approximately $2.9 million.~~

● We ~~have~~depend ~~devoted~~on ~~most~~key ofpersonnel ~~our financial resources~~ to ~~developing~~operate our ~~products~~business. ~~The~~An ~~amount~~inability ofto ~~our future net losses will depend~~retain, ~~in part~~attract, onand ~~completing~~integrate ~~the~~qualified ~~development~~personnel ofwould ~~our~~harm ~~products, the rate of~~ our ~~future expenditures and our~~ ability to ~~obtain~~develop ~~funding~~and ~~through the issuance of our securities, strategic collaborations or grants. We expect to continue to incur significant losses until we are able to~~ successfully ~~commercialize~~grow our ~~products~~business. ~~We anticipate that our expenses will increase substantially if and as we:~~

● ~~continue~~If ~~the~~we ~~development~~fail ofto manage rapid growth effectively, our ~~products;~~brand, business, financial condition and results of operations could be adversely affected.

● ~~establish~~If acritical ~~sales,~~components ~~marketing~~or raw materials used to manufacture our products become scarce or unavailable, ~~distribution~~then ~~and~~we ~~technical~~may ~~support~~incur ~~infrastructure~~delays toin ~~commercialize~~manufacturing and delivery of our products;, which could damage our business.

● ~~seek~~Our ~~to identify, assess, acquire, license, and/or develop other~~ products ~~and~~may ~~subsequent~~be ~~generations~~subject ofto ~~our~~recall ~~current~~or ~~products;~~returns.

● ~~seek~~If towe ~~maintain,~~release ~~protect,~~defective ~~and~~products ~~expand~~or services, our ~~intellectual~~operating ~~property~~results ~~portfolio;~~could suffer.

● ~~seek~~Our toproducts ~~attract~~ and ~~retain~~services ~~skilled~~are ~~personnel;~~complex and could have unknown defects or errors, which may give rise to legal claims against us, diminish our brand or divert our resources from other purposes.

~~● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.~~12

~~Our~~● ~~financial~~The ~~statements~~markets ~~contain~~in ~~a going~~which ~~concern~~we ~~note~~plan ~~regarding~~to ~~substantial~~compete ~~doubt~~are ~~about~~characterized ~~our~~by ~~ability~~rapid totechnological ~~continue~~change, aswhich arequires ~~going~~us ~~concern,~~to ~~which~~develop ~~could~~new ~~prevent~~products usand ~~from obtaining~~product ~~new~~enhancements, ~~financing~~and oncould ~~reasonable~~render ~~terms~~our orexisting atproducts ~~all~~obsolete.

~~Our~~● ~~audited~~If ~~financial~~we ~~statements~~fail ~~for~~to ~~the~~successfully ~~year~~promote ~~ended December 31, 2024, contain a going concern note regarding substantial doubt about~~ our ~~ability~~products toand ~~continue~~brand, asthis ~~a going concern. This substantial doubt~~ could ~~materially~~have ~~limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Future financial statements may also include~~ a ~~note~~material ~~with~~adverse ~~respect~~effect toon our ~~ability to continue as a going concern. Until we can generate significant recurring revenues~~business, ~~we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms~~prospects, iffinancial atcondition ~~all.~~and Ifresults ~~funds are not available, we may be required to delay, reduce the scope~~ of, ~~or eliminate research or development plans for, or commercialization efforts with respect to our products~~operations. ~~This may raise substantial doubts about our ability to continue as a going concern.~~

11● Our planned international operations will expose us to additional market and operational risks, and failure to manage these risks may adversely affect our business and operating results.

We● ~~have~~Significant ~~not~~disruptions ~~generated~~of ~~any~~our ~~revenue from~~information ~~the~~technology ~~sale~~systems or breaches of our ~~current~~data ~~products~~security ~~and~~could ~~may~~adversely ~~never~~affect beour ~~profitable~~business.

~~While~~● weWe ~~have~~rely ~~commenced~~on ~~commercialization~~business ~~efforts~~partners, we ~~have~~and ~~not~~they ~~generated~~may ~~any~~be ~~significant~~given ~~revenue~~access ~~since our inception. Our ability~~ to ~~generate~~sensitive ~~revenue~~ and ~~achieve~~proprietary ~~profitability~~information ~~depends~~in ~~on our~~order ~~ability~~ to ~~successfully~~provide ~~complete~~services ~~the development of,~~ and tosupport ~~commercialize, our products. Our ability~~ to ~~generate future revenue from product sales depends heavily on~~ our ~~success in many areas, including but not limited to:~~customers.

● ~~completing~~We ~~development~~may ofbe ~~our~~subject ~~products;~~to electronic communication security risks.

●Risks Related ~~establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products~~ to ~~support~~Our ~~market~~Intellectual ~~demand for our products;~~Property

● ~~launching~~If we are unable to obtain and ~~commercializing~~maintain effective intellectual property rights for our products, ~~either~~we ~~directly~~may ornot ~~with~~be aable ~~collaborator~~to orcompete ~~distributor;~~effectively in our markets.

● ~~addressing~~Intellectual ~~any~~property ~~competing~~rights ~~technological~~of third parties could adversely affect our ability to commercialize our products, and we might be required to litigate or obtain licenses from third parties in order to develop or market ~~developments;~~our product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.

● ~~identifying,~~We ~~assessing,~~may ~~acquiring~~be ~~and/~~involved in lawsuits to protect or ~~developing~~enforce ~~new~~our ~~products;~~intellectual property, which could be expensive, time consuming, and unsuccessful.

● ~~negotiating~~We ~~favorable~~may ~~terms~~be insubject ~~any~~to ~~collaboration,~~claims ~~licensing~~challenging orthe ~~other~~inventorship ~~arrangements~~of ~~into~~our ~~which~~intellectual ~~we may enter;~~property.

● ~~maintaining,~~We ~~protecting~~may ~~and~~not ~~expanding~~be ~~our~~able ~~portfolio~~to ofprotect our intellectual property rights, ~~including~~throughout ~~patents,~~the ~~trademarks, trade secrets and know-how; and~~world.

● ~~attracting~~We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, ~~hiring~~which could result in litigation and ~~retaining~~adversely ~~qualified~~affect ~~personnel~~our business.

~~We expect that we will need to raise substantial~~Risks ~~additional~~Related ~~capital before we can expect~~ to ~~become~~Our ~~profitable~~Common from sales of our products. This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations. Stock

● We ~~expect~~are ~~that~~an we“emerging ~~will~~growth ~~require~~company” ~~substantial~~and ~~additional capital to commercialize~~ our ~~products.~~compliance Inwith ~~addition,~~the ~~our~~reduced ~~operating~~reporting ~~plans~~and ~~may~~disclosure ~~change~~requirements asapplicable ato ~~result~~“emerging ofgrowth ~~many~~companies” ~~factors that~~ may ~~currently~~make beour ~~unknown to~~common ~~us,~~stock ~~and~~less weattractive ~~may need~~ to ~~seek additional funds sooner than planned~~investors. ~~Our future capital requirements will depend on many factors, including but not limited to:~~

● ~~the~~We ~~scope,~~have ~~rate~~identified ofa ~~progress,~~material ~~results~~weakness ~~and~~in ~~cost~~our ofinternal ~~product~~control ~~development~~over financial reporting, and ~~other~~we ~~related~~may ~~activities;~~not be able to successfully implement remedial measures.

● ~~the~~Compliance ~~cost~~with changing regulation of ~~establishing~~corporate ~~commercial~~governance ~~supplies~~and ofpublic ~~our~~disclosure ~~products;~~will result in additional expenses.

● ~~the~~Our ~~cost~~common ~~and~~stock ~~timing~~may ofbe ~~establishing~~considered ~~sales,~~a ~~marketing~~“penny stock,” and ~~distribution~~thereby ~~capabilities;~~be subject to additional sale and trading regulations that may make it more difficult to sell.

● ~~the~~We ~~terms~~may ~~and~~be ~~timing~~subject ofto ~~any~~securities ~~collaborative~~litigation, ~~licensing,~~which ~~and~~is ~~other~~expensive ~~arrangements~~and ~~that~~could wedivert ~~may~~management ~~establish~~attention.

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or products or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations. 13

● If wesecurities ~~are~~or ~~unable~~industry toanalysts ~~obtain~~do ~~funding~~not onpublish aor ~~timely basis,~~cease wepublishing ~~may~~research beor ~~required~~reports toabout ~~significantly curtail~~us, ~~delay~~our orbusiness ~~discontinue one~~ or ~~more of~~ our ~~research~~market, or ~~development~~if ~~programs~~they oradversely ~~the~~change ~~commercialization of~~their ~~our~~recommendations ~~products~~ or bepublish ~~unable~~negative toreports ~~expand~~regarding our ~~operations~~business or ~~otherwise capitalize on~~ our ~~business opportunities~~shares, ~~as desired, which could materially affect~~ our ~~business,~~share ~~financial~~price ~~condition~~ and ~~results~~trading ofvolume ~~operations~~could decline.

12● Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.

~~Our~~● We incur significant increased costs as a result of operating ~~results~~as a public company, and ~~financial~~our ~~condition may~~management ~~fluctuate~~is required to devote substantial time to new compliance initiatives.

~~Even~~● ifRaising weadditional ~~are~~capital ~~successful~~or ~~in marketing its products to~~ the ~~market,~~issuance ~~our~~of ~~operating~~additional ~~results~~equity ~~and~~securities ~~financial~~would ~~condition~~cause ~~may~~dilution ~~fluctuate from quarter~~ to ~~quarter~~our ~~and~~existing ~~year~~stockholders ~~to year~~ and ~~are~~may ~~likely~~affect ~~to continue to vary due to several factors, many of which will not be within our control. If our operating results do not meet~~ the ~~guidance that~~rights ~~we provide to the marketplace or the expectations~~ of ~~securities~~existing ~~analysts~~stockholder or ~~investors,~~ the market price of ~~the~~our common stock ~~will likely decline~~. ~~Fluctuations in our operating results and financial condition may be due to several factors, including those listed below:~~

● ~~the~~Sales ~~degree~~of a substantial number of shares of our common stock in the public market ~~acceptance~~by ofour existing stockholders could cause our ~~products~~share ~~and~~price ~~services;~~to fall.

● ~~the~~We ~~mix~~have ofnever ~~products~~paid, and ~~services~~we ~~that~~currently wedo ~~sell~~not ~~during~~intend ~~any~~to ~~period;~~pay dividends.

●Risks Related ~~long~~to ~~sales~~Our ~~cycles;~~Location and Operations in Israel

● ~~changes~~We inare ~~the~~exposed ~~amount that we spend~~ to ~~develop,~~fluctuations ~~acquire~~in orcurrency ~~license~~exchange ~~new products, technologies or businesses;~~rates.

● ~~changes~~Our inheadquarters, ~~the~~research ~~amounts~~and ~~that~~development weand ~~spend~~other tosignificant ~~promote~~operations are located in Israel, and, therefore, our ~~products~~results may be adversely affected by political, economic and ~~services;~~military instability in Israel.

● ~~changes~~Our inoperations ~~the~~may ~~cost~~be disrupted as a result of ~~satisfying~~the ~~our~~obligation ~~warranty~~of ~~obligations~~management ~~and~~or ~~servicing~~key ~~our~~personnel ~~installed~~to ~~base~~perform ofmilitary ~~systems;~~service.

●Risks Related ~~delays between our expenditures~~ to ~~develop~~Our ~~and~~Financial ~~market~~Condition ~~new or enhanced systems~~ and ~~consumables~~Capital ~~and the generation of sales from those products;~~Requirements

●We are a development-stage ofcompany ~~new~~and ~~competitive~~have ~~products~~a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and ~~services~~anticipate bythat ~~others;~~we will continue to incur significant losses until we are able to successfully commercialize our products.

●We are ~~difficulty~~a indevelopment-stage ~~predicting~~company ~~sales~~with ~~patterns~~a ~~and~~limited ~~reorder~~operating ~~rates~~history. ~~that~~We ~~may~~have ~~result~~incurred ~~from~~net alosses ~~multi-tier~~since ~~distribution~~our ~~strategy~~inception, ~~associated~~including ~~with~~net ~~new~~losses of ~~product~~approximately ~~categories;~~$3,295 and $2,908 thousand for the years ended December 31, 2025 and 2024, respectively.

●We have ~~litigation~~devoted ormost ~~threats~~of our financial resources to developing our products. The amount of ~~litigation~~our future net losses will depend, ~~including~~in ~~intellectual~~part, ~~property~~on completing ~~claims~~the bydevelopment ~~third~~of ~~parties;~~our products, the rate of our future expenditures and our ability to obtain funding through the issuance of our securities, strategic collaborations or grants. We expect to continue to incur significant losses until we are able to successfully commercialize our products. We anticipate that our expenses will increase substantially if and as we:

● ~~changes~~continue inthe ~~accounting~~development ~~rules~~of ~~and~~our ~~tax laws in relevant jurisdictions~~products;

● ~~changes~~establish ina ~~regulations~~sales, marketing, distribution and ~~standards~~technical support infrastructure to commercialize our products;

● ~~the~~seek ~~geographic~~to ~~distribution~~identify, assess, acquire, license, and/or develop other products and subsequent generations of our ~~sales~~current products;

● ~~our~~seek ~~responses~~ to ~~price~~maintain, ~~competition~~protect, and expand our intellectual property portfolio;

● ~~general~~seek ~~economic~~to ~~and~~attract ~~industry conditions that affect end-user demand~~ and ~~end-user~~retain ~~levels~~skilled ofpersonnel; ~~product design~~ and ~~manufacturing;~~

● ~~changes~~create inadditional ~~interest~~infrastructure ~~rates~~to ~~that~~support ~~affect~~our ~~returns~~operations onas a public company and our ~~cash~~product ~~balances~~development and ~~short-term~~planned ~~investments;~~future commercialization efforts.

~~● changes in dollar-shekel exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and~~14

●Our financial ~~the~~statements ~~level~~contain ofa ~~research~~going ~~and~~concern ~~development~~note ~~activities~~regarding bysubstantial doubt about our ~~company~~ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

~~Due~~Our audited tofinancial ~~all~~statements offor the ~~foregoing~~year ~~factors~~ended December 31, ~~and~~2024, contain a going concern note regarding substantial doubt about our ability to continue as a going concern. This substantial doubt could materially limit our ability to raise additional funds through the ~~other~~issuance of equity or debt securities or otherwise. Future financial statements may also include a note with respect to our ability ~~risks~~to ~~discussed~~continue ~~herein~~as a going concern. Until we can generate significant recurring revenues, ~~you~~we ~~should~~expect ~~not~~to ~~rely~~satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on ~~quarter-~~acceptable terms, if at all. If funds are not available, we may be required to~~-quarter~~ ~~comparisons~~delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our ~~operating~~products. ~~results~~This asmay anraise ~~indicator~~substantial ofdoubts about our ~~future~~ability ~~performance~~to continue as a going concern.

13We have not generated any revenue from the sale of our current products and may never be profitable.

~~Risks~~While we ~~Related~~have tocommenced commercialization efforts, we have not generated any significant revenue since our inception. Our ~~Business~~ability to generate revenue and ~~Industry~~achieve profitability depends on our ability to successfully complete the development of, and to commercialize, our products. Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to:

We● ~~operate~~completing indevelopment anof ~~evolving market which makes it difficult to evaluate~~ our ~~business and future prospects.~~ products;

~~Our~~● ~~products~~establishing ~~are~~and ~~designed~~maintaining tosupply ~~compete~~and inmanufacturing arelationships ~~rapidly evolving~~with ~~market.~~third ~~The~~parties ~~market~~that ~~for~~can ~~alternative~~provide ~~automobile~~adequate ~~charging technologies is~~ (in ~~its~~amount ~~early stages. Accordingly, our business~~ and ~~future prospects~~quality) ~~may~~products ~~be difficult~~ to ~~evaluate.~~support Wemarket ~~cannot accurately predict the extent to which~~ demand for ~~its products and services will develop, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact~~ our ~~ability to do the following:~~products;

● ~~generate~~launching ~~sufficient~~and ~~revenue~~commercializing toproducts, ~~reach~~either ~~and~~directly ~~maintain~~or ~~profitability~~with a collaborator or distributor;

● ~~acquire~~addressing ~~and~~any ~~maintain~~competing ~~critical~~technological and market ~~share~~developments;

● ~~achieve~~identifying, orassessing, ~~manage~~acquiring ~~growth~~and/or indeveloping ~~operations~~new products;

● ~~develop~~negotiating ~~and~~favorable ~~renew~~terms ~~existing~~in ~~contracts~~any collaboration, licensing or other arrangements into which we may enter;

● ~~attract~~maintaining, protecting and ~~retain~~expanding ~~additional~~our ~~engineers~~portfolio ~~and~~of ~~other~~intellectual ~~highly-qualified~~property ~~personnel~~rights, including patents, trademarks, trade secrets and know-how; and

● ~~successfully~~attracting, ~~develop~~hiring and ~~commercially~~retaining ~~market~~qualified ~~new products;~~personnel.

●We expect ~~adapt~~that we will need to ~~new~~raise orsubstantial ~~changing~~additional ~~policies~~capital ~~and~~before ~~spending~~we ~~priorities~~can expect to become profitable from sales of ~~governments~~our ~~and~~products. This ~~government~~additional ~~agencies;~~capital ~~and~~may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

●We expect ~~access~~that we will require substantial additional capital ~~when~~to ~~required~~commercialize our products. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and onwe ~~reasonable~~may ~~terms~~need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including but not limited to:

If● wethe ~~fail~~scope, torate ~~successfully~~of ~~address these and other challenges~~progress, ~~risks~~results and ~~uncertainties,~~cost ~~its business, results~~ of ~~operations~~product development, and ~~financial~~other ~~condition~~related ~~would be materially harmed.~~activities;

We● ~~face~~the ~~uncertainty~~cost ~~and~~of ~~adverse~~establishing ~~changes in~~commercial ~~the~~supplies ~~economy.~~of our products;

~~Adverse~~● ~~changes in~~ the economy could negatively impact our business. Future economic distress may result in a decrease in demand for our products and/or a decrease in the demand for electric vehicles, which could have a material adverse impact on the Company’s operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing products, increase the cost and ~~decrease~~timing ~~the availability~~ of ~~sources~~establishing ofsales, ~~financing~~marketing, and ~~increase~~distribution ~~our~~capabilities; ~~exposure to material losses from bad debts, any of which could have a material adverse impact on our financial condition~~ and ~~operating results.~~

We● ~~depend~~the onterms ~~key~~and ~~personnel~~timing toof ~~operate~~any ~~our business. An inability to retain~~collaborative, ~~attract~~licensing, and ~~integrate~~other ~~qualified~~arrangements ~~personnel~~that ~~would~~we ~~harm~~may ~~our ability to develop and successfully grow our business~~establish.

Our success and growth strategy depend on our ability to attract and retain key management and operating personnel, including skilled developers, marketing personnel, project managers, product managers and content editors. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Experienced developers and marketing personnel, who are critical to the success of our business, are also in particularly high demand. Competition for their talents is intense, making it difficult to retain such qualified individuals.15

14Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or products or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

If we ~~fail~~are unable to ~~manage~~obtain ~~rapid~~funding ~~growth~~on ~~effectively~~a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our ~~brand~~products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations ~~could be adversely affected~~.

~~Rapid growth may impose significant responsibilities~~Our onoperating ~~our~~results ~~management, including the need to identify, recruit~~ and ~~integrate additional employees with relevant expertise, expand the scope of our current technological platform and invest in improved controls over technology,~~ financial reporting and information disclosure. If we fail to manage the growth of our business and operations effectively, the quality of our service and the efficiency of our operations could suffer, which could adversely affect our business, financial condition, ~~and~~may ~~results of operations~~fluctuate.

InEven if ~~addition~~we are successful in marketing its products to the market, our ~~rapid~~operating ~~growth~~results and financial condition may ~~make~~fluctuate itfrom ~~difficult~~quarter to ~~evaluate~~quarter ~~our~~and ~~future~~year ~~performance.~~to ~~Our~~year ~~ability~~and are likely to ~~forecast~~continue ~~our~~to ~~future~~vary ~~results~~due ofto ~~operations~~several isfactors, ~~subject~~many toof awhich ~~number~~will ofnot ~~uncertainties,~~be within our control. ~~including~~If our ~~ability~~operating toresults ~~model~~do ~~future~~not ~~growth.~~meet Ifthe guidance that we ~~fail~~provide to ~~achieve~~ the ~~necessary~~marketplace ~~level~~or ofthe ~~efficiency~~expectations inof ~~our~~securities ~~company~~analysts asor ~~it grows~~investors, the ormarket ~~if we~~price ~~are~~of ~~not~~the ~~able~~common tostock ~~accurately~~will ~~forecast~~likely ~~future~~decline. ~~growth,~~Fluctuations in our ~~business~~operating ~~would~~results and financial condition may be ~~negatively~~due ~~impacted.~~to several factors, including those listed below:

If● ~~critical~~the ~~components~~degree orof ~~raw~~market ~~materials used~~acceptance toof ~~manufacture~~ our products ~~become scarce or unavailable, then we may incur delays in manufacturing~~ and ~~delivery of our products, which could damage our business.~~ services;

We● ~~obtain~~the ~~hardware~~mix ~~components,~~of ~~various~~products ~~subsystems~~ and ~~systems~~services ~~from a limited group of suppliers. We do not have long-term agreements with any of these suppliers~~ that ~~obligate~~we ~~it to continue to~~ sell usduring ~~components,~~any subsystems, systems or products. Our reliance on these suppliers involves significant risks and uncertainties, including whether its suppliers will provide an adequate supply of required components, subsystems or systems of sufficient quality, will increase prices for the components, subsystems or systems and will perform their obligations on a timely basis. period;

In● ~~addition,~~long ~~certain~~sales raw materials and components used in the manufacture of our products are periodically subject to supply shortages, and its business is subject to the risk of price increases and periodic delays in delivery. If we are unable to obtain components from third-party suppliers in the quantities and of the quality that it requires, on a timely basis and at acceptable prices, then it may not be able to deliver its products on a timely or cost-effective basis to its customers, which could cause customers to terminate their contracts with the Company, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, then it may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping its products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we loose any of these sources or is required to redesign its products. We cannot predict if it will be able to obtain replacement components within the time frames that it requires at an affordable cost, if at all.cycles;

~~Our~~● ~~products~~changes ~~may~~in bethe ~~subject~~amount that we spend to ~~recall~~develop, acquire or ~~returns.~~ license new products, technologies or businesses;

~~Products~~● ~~are~~changes ~~sometimes~~in ~~subject to~~ the ~~recall~~amounts ~~or return~~that of their products for a variety of reasons, including product defects, safety concerns, packaging issues and inadequate or inaccurate labeling disclosure. If any of the Company’s equipment were to be recalled due to an alleged product defect, safety concern or for any other reason, we ~~could~~spend ~~be required~~ to ~~incur~~promote unexpected expenses of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management time and attention. Additionally, product recalls may lead to increased scrutiny of our ~~operations~~products ~~by regulatory agencies, requiring further management time~~ and ~~attention and potential legal fees, costs and other expenses.~~ services;

If● wechanges ~~release~~in ~~defective~~the ~~products~~cost orof ~~services,~~ satisfying our ~~operating~~warranty ~~results~~obligations ~~could~~and ~~suffer.~~ servicing our installed base of systems;

~~Products~~● ~~and~~delays ~~services~~between ~~designed~~our ~~and~~expenditures ~~released by us involve complex software programs and physical products, which are difficult~~ to develop and ~~distribute.~~market ~~While~~new weor ~~have~~enhanced ~~quality~~systems ~~controls in place to detect~~ and ~~prevent~~consumables ~~defects in its products~~ and services before they are released, these quality controls are subject to human error, overriding, and reasonable resource constraints. Therefore, these quality controls and preventative measures may not be effective in detecting and preventing defects in our products and services before they have been released into the ~~marketplace.~~generation ~~In such an event, we could be required, or decide voluntarily, to suspend the availability~~ of ~~the~~sales ~~product~~from orthose ~~services, which could significantly harm its business and operating results.~~products;

15● development of new competitive products and services by others;

~~Our~~● ~~products~~difficulty ~~and~~in ~~services~~predicting ~~are~~sales ~~complex~~patterns and ~~could~~ ~~have~~reorder ~~unknown~~rates ~~defects~~that ~~or errors, which~~ may ~~give~~result ~~rise~~from toa ~~legal~~multi-tier ~~claims~~distribution ~~against~~strategy ~~us,~~associated ~~diminish~~with ~~our~~new ~~brand~~product ~~or divert our resources from other purposes.~~categories;

~~Despite~~● ~~testing,~~litigation ~~our products have contained defects and errors and may in the future contain defects, errors~~ or ~~performance~~threats ~~problems~~of ~~when first introduced~~litigation, ~~when~~including ~~new~~intellectual ~~versions~~property orclaims ~~enhancements are released or even after these products have been used~~ by ~~our~~third customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could significantly reduce our operating margins.parties;

~~The~~● ~~markets~~changes in ~~which~~accounting werules ~~plan to compete are characterized by rapid technological change, which requires us to develop new products~~ and ~~product~~tax ~~enhancements,~~laws ~~and~~in ~~could~~relevant ~~render our existing products obsolete.~~ jurisdictions;

~~Continuing~~● ~~technological~~ changes in ~~the~~regulations ~~market for our products could make its products less competitive or obsolete, either generally or for particular applications. Our future success will depend upon its ability to develop~~ and introduce a variety of new capabilities and enhancements to its planned product and service offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which it offers products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors’ products.standards;

If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, its products could lose market share, its revenue and profits could decline, and we could experience operating losses.16

If● wethe ~~fail~~geographic todistribution ~~successfully~~of ~~promote~~ our ~~products and brand, this could have a material adverse effect on our business, prospects, financial condition and results of operations.~~ sales;

We● ~~believe that brand recognition is an important factor to its success. If we fail to promote~~ our ~~brands~~responses ~~successfully, or if the expenses of doing so are disproportionate~~ to ~~any~~price increased net sales it achieves, it would have a material adverse effect on our business, prospects, financial condition and results of operations. This will depend largely on our ability to maintain trust, be a technology leader, and continue to provide high-quality and secure technologies, products and services. Any negative publicity about us or its industry, the quality and reliability of our technologies, products and services, our risk management processes, changes to our technologies, products and services, its ability to effectively manage and resolve customer complaints, its privacy and security practices, litigation, regulatory activity, and the experience of buyers with our products or services, could adversely affect our reputation and the confidence in and use of our technologies, products and services. Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and qualitycompetition; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers, or other counterparties. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.

~~Our~~● ~~planned~~general ~~international~~economic ~~operations~~and ~~will expose~~industry usconditions tothat ~~additional~~affect ~~market~~end-user ~~and~~demand ~~operational risks,~~ and ~~failure~~end-user tolevels ~~manage~~of ~~these~~product ~~risks~~design ~~may adversely affect our business~~ and ~~operating results.~~ manufacturing;

We● ~~expect~~changes toin ~~derive~~interest arates ~~substantial~~that ~~percentage~~affect ~~of our~~returns ~~sales~~on ~~from~~our ~~international~~cash ~~markets.~~balances ~~Accordingly,~~and weshort-term ~~will face significant operational risks from doing business internationally, including:~~investments;

● ~~fluctuations~~changes in ~~foreign~~dollar-shekel ~~currency~~ exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and

● ~~potentially~~the ~~longer~~level ~~sales~~of research and ~~payment~~development ~~cycles;~~activities by our company.

●Due to ~~potentially~~all ~~greater~~of ~~difficulties~~the inforegoing ~~collecting~~factors, ~~accounts~~and ~~receivable;~~the other risks discussed herein, you should not rely on quarter-to-quarter comparisons of our operating results as an indicator of our future performance.

●Risks Related ~~potentially~~to ~~adverse~~Our ~~tax~~Business ~~consequences;~~and Industry

●We operate ~~reduced~~in ~~protection~~an ofevolving ~~intellectual~~market ~~property~~which ~~rights~~makes init ~~certain~~difficult ~~countries,~~to ~~particularly~~evaluate inour ~~Asia~~business and ~~South~~future ~~America;~~prospects.

●Our products ~~difficulties~~are designed to compete in ~~staffing~~a rapidly evolving market. The market for alternative automobile charging technologies is in its early stages. Accordingly, our business and ~~managing~~future ~~foreign~~prospects ~~operations;~~may be difficult to evaluate. We cannot accurately predict the extent to which demand for its products and services will develop, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:

● ~~laws~~generate ~~and~~sufficient ~~business~~revenue ~~practices~~to ~~favoring~~reach ~~local~~and ~~competition~~maintain profitability;

16● acquire and maintain critical market share;

● ~~costs~~achieve ~~and~~or ~~difficulties~~manage ofgrowth ~~customizing~~in ~~products for foreign countries~~operations;

● ~~compliance~~develop ~~with~~and arenew ~~wide~~existing ~~variety of complex foreign laws, treaties and regulations~~contracts;

● anattract ~~outbreak~~and ofretain aadditional ~~contagious~~engineers ~~disease,~~and ~~such~~other ~~as the resurgence of COVID~~highly-~~19,~~qualified ~~which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country~~personnel;

● ~~tariffs,~~successfully ~~trade~~develop ~~barriers~~ and ~~other~~commercially ~~regulatory~~market ornew ~~contractual limitations on our ability to sell or develop our~~ products ~~in certain foreign markets~~; ~~and~~

● ~~being~~adapt ~~subject~~ to ~~the~~new ~~laws,~~or ~~regulations~~changing policies and ~~the~~spending ~~court~~priorities ~~systems~~ of ~~many~~governments ~~jurisdictions.~~and government agencies; and

~~Significant~~● ~~disruptions~~access ofadditional ~~our~~capital ~~information technology~~when ~~systems~~required orand ~~breaches~~on ofreasonable ~~our data security could adversely affect our business~~terms.

~~A significant invasion, interruption, destruction~~If orwe ~~breakdown~~fail ofto ~~our~~successfully ~~information~~address ~~technology~~these ~~systems~~ and~~/or~~ ~~infrastructure~~other bychallenges, ~~persons~~risks ~~with authorized or unauthorized access could negatively impact our business~~ and ~~operations.~~uncertainties, Weits ~~could also experience~~ business ~~interruption~~, ~~information~~results theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems are expected to be the target of ~~malware~~operations and ~~other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot~~financial ~~assure~~condition ~~you~~would ~~that these measures will~~ be ~~successful~~materially ~~in preventing compromise and/or disruption of our information technology systems and related data~~harmed.

We ~~rely on business partners, and they may~~ beface ~~given~~uncertainty ~~access to sensitive~~ and ~~proprietary~~adverse ~~information~~changes in ~~order~~the ~~to provide services and support to our customers~~economy.

~~We rely on various business partners, including~~Adverse ~~third-party~~changes ~~service~~in ~~providers,~~the ~~vendors,~~economy ~~licensing~~could ~~partners,~~negatively ~~development~~impact ~~partners and licensees, among others, in some areas of~~ our business. In ~~some~~Future ~~cases,~~economic ~~these~~distress ~~third~~may ~~parties~~result ~~are~~in ~~given~~a ~~access~~decrease ~~to sensitive and proprietary information~~ in ~~order~~demand tofor ~~provide us services and support. These third parties may misappropriate~~ our ~~information and engage in unauthorized use of it. The failure of these third parties to provide~~products ~~adequate services~~ and ~~technologies,~~ /or ~~the~~a ~~failure~~decrease ofin the ~~third~~demand ~~parties~~for toelectric ~~adequately~~vehicles, ~~maintain~~which ~~or update their services and technologies,~~ could ~~result~~have in a ~~disruption~~material toadverse ~~our~~impact ~~business~~on ~~operations. Further, disruptions in~~ the ~~financial~~Company’s ~~markets~~operating results and ~~economic~~financial ~~downturns~~condition. ~~may~~Uncertainty ~~adversely affect our business partners~~ and ~~they~~adverse ~~may~~changes ~~not~~in bethe ~~able~~economy tocould ~~continue~~also ~~honoring~~increase ~~their~~costs ~~obligations~~associated towith ~~us.~~developing ~~Alternative arrangements and services~~products, ~~may~~increase ~~not~~the becost ~~available~~and todecrease usthe onavailability ~~commercially~~of ~~reasonable~~sources ~~terms~~of orfinancing, weand ~~may~~increase ~~experience~~our ~~business~~exposure ~~interruptions~~to ~~upon~~material alosses ~~transition~~from tobad ~~an alternative~~debts, ~~partner~~any orof ~~vendor.~~which Ifcould wehave ~~lose~~a ~~one~~material oradverse ~~more~~impact ~~significant~~on ~~business partners,~~ our ~~business~~financial ~~could~~condition beand ~~harmed~~operating results.

~~We may be subject to electronic communication security risks.~~ 17

~~A significant potential vulnerability of electronic~~We ~~communications~~depend ison ~~the~~key ~~security~~personnel ~~of transmission of confidential information over public networks. Anyone who is able~~ to ~~circumvent~~operate our ~~security~~ ~~measures could misappropriate proprietary information or cause interruptions in its operations~~business. WeAn ~~may~~inability ~~be required~~ to ~~expend capital~~retain, attract, and ~~other~~integrate ~~resources~~qualified topersonnel ~~protect~~would ~~against~~harm ~~such~~our ~~security breaches or~~ ability to ~~alleviate~~develop ~~problems~~and ~~caused~~successfully bygrow ~~such~~our ~~breaches~~business.

17Our success and growth strategy depend on our ability to attract and retain key management and operating personnel, including skilled developers, marketing personnel, project managers, product managers and content editors. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Experienced developers and marketing personnel, who are critical to the success of our business, are also in particularly high demand. Competition for their talents is intense, making it difficult to retain such qualified individuals.

~~Risks~~If we ~~Related~~fail to ~~Our~~manage ~~Intellectual~~rapid ~~Property~~growth effectively, our brand, business, financial condition and results of operations could be adversely affected.

IfRapid growth wemay ~~are~~impose ~~unable~~significant responsibilities on our management, including the need to ~~obtain~~identify, recruit and ~~maintain~~integrate additional employees ~~effective~~with ~~intellectual~~relevant ~~property~~expertise, ~~rights~~expand ~~for~~the scope of our ~~products~~current technological platform and invest in improved controls over technology, wefinancial reporting ~~may~~and ~~not~~information bedisclosure. ~~able~~If we fail to ~~compete~~manage the growth of our business and operations effectively, inthe quality of our service ~~markets~~and the efficiency of our operations could suffer, which could adversely affect our business, financial condition, and results of operations.

~~Historically~~In addition, weour ~~have~~rapid ~~relied~~growth onmay ~~trade~~make ~~secret~~it ~~protection and~~difficult ~~confidentiality~~to ~~agreements~~evaluate our future performance. Our ability to ~~protect~~forecast ~~the~~our ~~intellectual~~future ~~property~~results ~~related~~of operations is subject to a number of uncertainties, including our ~~technologies~~ability ~~and~~to ~~products~~model future growth. ~~Our~~If ~~success~~we ~~depends~~fail into ~~large part~~achieve onthe ~~intellectual~~necessary ~~property~~level ~~protection~~of efficiency in ~~the~~our ~~United States~~company ~~and~~as init ~~other~~grows, ~~countries~~or ~~with~~if ~~respect~~we are not able to accurately forecast future growth, our ~~proprietary~~business ~~technology~~would ~~and new~~be ~~products~~negatively impacted.

~~We may seek to protect our proprietary position~~If bycritical ~~filing~~components ~~patent~~or ~~applications~~raw inmaterials ~~Israel,~~used ~~the United States and in other countries, with respect~~ to manufacture our ~~novel technologies and~~ products~~, which~~ ~~are~~become ~~important~~scarce toor ~~our business. Patent prosecution is expensive and time consuming~~unavailable, ~~and~~then we may ~~not~~incur bedelays ~~able to file and prosecute all necessary or desirable patent applications at a reasonable cost or~~ in ~~a timely manner. It is also possible that we will fail to identify~~manufacturing ~~patentable~~and ~~aspects~~delivery of our ~~research~~products, ~~and~~which ~~development~~could ~~output~~damage ~~before~~our ~~it is too late to obtain patent protection~~business.

IfWe obtain wehardware ~~seek~~components, ~~patent~~various ~~protection,~~subsystems weand ~~cannot~~systems ~~offer any~~from ~~assurances~~a ~~about~~limited ~~which,~~group ifof ~~any,~~suppliers. ~~patent~~We ~~applications~~do ~~will~~not ~~issue,~~have ~~the~~long-term ~~breadth~~agreements with any of ~~any~~these ~~such~~suppliers ~~patent~~that orobligate ~~whether~~it ~~any~~to ~~issued~~continue ~~patents~~to ~~will be~~sell ~~found~~us ~~invalid~~components, ~~and~~subsystems, ~~unenforceable~~systems or ~~will~~products. beOur ~~threatened~~reliance byon ~~third~~these ~~parties.~~suppliers involves ~~Any~~significant ~~successful~~risks ~~opposition~~and touncertainties, ~~these~~including ~~patents~~whether orits ~~any~~suppliers ~~other~~will ~~patents owned~~provide byan oradequate ~~licensed~~supply toof usrequired ~~after~~components, subsystems ~~patent~~or ~~issuance~~systems ~~could~~of ~~deprive~~sufficient usquality, ofwill ~~rights~~increase ~~necessary~~prices for the ~~successful~~components, ~~commercialization~~subsystems ofor ~~any~~systems ~~new products~~and ~~that~~will weperform ~~may~~their ~~develop~~obligations on a timely basis.

~~Further~~In addition, ~~there~~certain israw nomaterials ~~assurance~~and ~~that~~components ~~all~~used ~~potentially~~in the manufacture of our products are periodically subject to supply shortages, ~~relevant~~and ~~prior~~its ~~art~~business ~~relating~~is subject to ~~our~~the ~~patent~~risk ~~applications~~of ~~has~~price ~~been~~increases ~~found,~~and ~~which~~periodic ~~can~~delays ~~invalidate~~in adelivery. ~~patent~~If orwe ~~prevent~~are aunable ~~patent~~to ~~from~~obtain ~~issuing~~ components from third-party asuppliers ~~pending~~in ~~patent~~the ~~application.~~quantities ~~Even~~and ifof ~~patents~~the doquality ~~successfully~~that ~~issue~~it requires, ~~and~~on ~~even~~a iftimely ~~such~~basis ~~patents~~and ~~cover~~at ~~our~~acceptable ~~products~~prices, ~~third~~then ~~parties~~it may ~~challenge~~not ~~their~~be ~~validity,~~able ~~enforceability,~~to deliver its products on a timely or ~~scope~~cost-effective basis to its customers, which ~~may~~could ~~result~~cause incustomers ~~such~~to ~~patents~~terminate ~~being~~their contracts ~~narrowed~~with the Company, ~~found~~increase ~~unenforceable~~our orcosts ~~invalidated. Furthermore~~and seriously harm our business, ~~even~~results ifof ~~they~~operations ~~are~~and ~~unchallenged~~financial condition. Moreover, if any of our ~~patent~~suppliers ~~applications~~become ~~and~~financially ~~any~~unstable, ~~future~~then ~~patents~~it may ~~not~~have ~~adequately~~to ~~protect~~find ~~our~~new ~~intellectual~~suppliers. It may take several months to locate ~~property~~alternative suppliers, ~~provide~~if ~~exclusivity~~required, ~~for~~or ~~our~~to ~~new~~redesign our products, orto ~~prevent~~accommodate ~~others~~components from ~~designing~~different ~~around~~suppliers. ~~our~~We ~~claims.~~may ~~Any~~experience significant ofdelays ~~these~~in ~~outcomes~~manufacturing ~~could~~and ~~impair our~~shipping ~~ability~~its products to ~~prevent~~customers ~~competition~~and ~~from~~incur ~~third~~additional ~~parties~~development, ~~which~~manufacturing ~~may~~and ~~have~~other costs anto ~~adverse~~establish ~~impact~~alternative onsources ~~our~~of ~~business.~~supply Ifif we ~~cannot~~loose ~~obtain~~any ~~and~~of ~~maintain effective~~these ~~patent~~sources ~~rights~~or ~~for~~is ~~our~~required to redesign its products,. weWe ~~may~~cannot predict ~~not~~if it will be able to ~~compete~~obtain ~~effectively,~~replacement ~~and~~components ~~our~~within ~~business~~the ~~and~~time ~~results~~frames ofthat ~~operations~~it ~~would be~~requires ~~harmed~~at an affordable cost, if at all.

~~Further, international trade conflicts could have~~Our ~~negative consequences on the demand for our~~ products and services outside Israel. Other risks of doing business internationally include political and economic instability in the countries of our customers and suppliers, changes in diplomatic and trade relationships and increasing instances of terrorism worldwide. Some of these risks may be ~~affected~~subject byto ~~Israel’s~~recall ~~overall~~or ~~political situation~~returns.

~~Intellectual~~Products are ~~property~~sometimes ~~rights~~subject to the recall or return of ~~third~~their ~~parties~~products for a variety of reasons, including product defects, safety concerns, ~~could~~packaging ~~adversely~~issues ~~affect~~and ~~our~~inadequate ~~ability~~or inaccurate labeling disclosure. If any of the Company’s equipment were to ~~commercialize~~be ~~our~~recalled ~~products~~due to an alleged product defect, ~~and~~safety concern or for any other reason, we ~~might~~could be required to ~~litigate~~incur orunexpected ~~obtain~~expenses ~~licenses~~of ~~from~~the ~~third~~recall ~~parties~~and any legal proceedings that might arise in ~~order~~connection with the recall. We may lose a significant amount of sales and may not be able to replace ~~develop~~those sales at an acceptable margin or ~~market~~at ~~our~~all. In addition, a product ~~candidates~~recall may require significant management time and attention. Additionally, ~~Such~~product ~~litigation~~recalls ormay ~~licenses~~lead ~~could~~to beincreased ~~costly~~scrutiny orof ~~not~~our ~~available~~operations onby ~~commercially~~regulatory ~~reasonable~~agencies, requiring further management time ~~terms~~and attention and potential legal fees, costs and other expenses.

It is inherently difficult to conclusively assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our products or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the third-party intellectual property right concerned or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by our new products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, be forced to abandon our new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all. 18

It is also possible that we have failed to identify relevant third-party patents or applications. Patent applications in the United States and in most of the other countries are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our new products or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our new products or the use of our new products. Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If ~~we are unable to successfully settle future claims on terms acceptable to us,~~ we ~~may~~release bedefective ~~required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing our new~~ products. ~~If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily~~ or ~~permanently prohibited from commercializing our new products that are held to be infringing~~services, ~~and/or~~ ~~we might be forced to redesign~~ our ~~new~~operating ~~products~~results ~~to avoid infringing upon the third party’s intellectual property rights. Any of these events, even if we were ultimately to prevail,~~ could ~~require us to divert substantial financial and management resources that we would otherwise be able to devote to our business~~suffer.

18Products and services designed and released by us involve complex software programs and physical products, which are difficult to develop and distribute. While we have quality controls in place to detect and prevent defects in its products and services before they are released, these quality controls are subject to human error, overriding, and reasonable resource constraints. Therefore, these quality controls and preventative measures may not be effective in detecting and preventing defects in our products and services before they have been released into the marketplace. In such an event, we could be required, or decide voluntarily, to suspend the availability of the product or services, which could significantly harm its business and operating results.

WeOur products ~~may~~and beservices ~~involved~~are incomplex ~~lawsuits~~and tocould ~~protect or~~have ~~enforce~~unknown ~~our~~defects ~~intellectual~~or ~~property~~errors, which ~~could~~may begive ~~expensive,~~rise ~~time~~to ~~consuming~~legal claims against us, ~~and~~diminish our ~~unsuccessful~~brand or divert our resources from other purposes.

~~Competitors~~Despite testing, ~~may infringe~~ our ~~intellectual~~products ~~property. If~~have wecontained ~~were~~defects toand ~~initiate~~errors ~~legal~~and ~~proceedings~~may ~~against~~in athe ~~third~~future ~~party~~contain todefects, ~~enforce~~errors aor ~~patent~~performance ~~covering~~problems ~~one~~when offirst introduced, ~~our~~when new ~~products,~~versions ~~the~~or ~~defendant~~enhancements ~~could counterclaim~~are ~~that~~released ~~the~~or ~~patent~~even ~~covering~~after ~~our~~these ~~product~~products ~~candidate~~have isbeen ~~invalid~~used ~~and/or~~by ~~unenforceable.~~our Incustomers ~~patent~~for ~~litigation~~a inperiod of ~~the~~time. ~~United States, defendant~~These ~~counterclaims~~problems ~~alleging~~could ~~invalidity~~result ~~and/or~~in ~~unenforceability~~expensive ~~are~~and ~~commonplace.~~time-consuming ~~Grounds~~design ~~for~~modifications aor ~~validity~~warranty ~~challenge~~charges, ~~could~~delays bein anthe ~~alleged~~introduction ~~failure~~of tonew ~~meet~~products ~~any~~or ofenhancements, ~~several~~significant ~~statutory~~increases ~~requirements,~~in ~~including~~our ~~lack~~service ofand ~~novelty,~~maintenance ~~obviousness~~costs, orexposure ~~non-enablement.~~to ~~Grounds~~liability for andamages, ~~unenforceability~~damaged ~~assertion~~customer ~~could~~relationships beand anharm ~~allegation~~to ~~that~~our ~~someone~~reputation, ~~connected~~any ~~with prosecution~~ of ~~the~~which ~~patent~~could ~~withheld~~materially ~~relevant~~harm ~~information~~our ~~from~~results ~~the~~of ~~United States Patent~~operations and ~~Trademark~~ability ~~Office,~~to orachieve market ~~USPTO,~~acceptance. orIn ~~made a misleading statement~~addition, ~~during~~increased ~~prosecution.~~development ~~The~~and ~~validity~~warranty ofcosts ~~U.S. patents~~could ~~may also~~ be ~~challenged~~substantial inand ~~post-grant~~could ~~proceedings~~significantly ~~before~~reduce ~~the~~our ~~USPTO. The outcome following legal assertions of invalidity and unenforceability~~operating ~~is unpredictable~~margins.

~~Derivation proceedings initiated by third parties~~The ormarkets ~~brought~~in bywhich uswe ~~may~~plan ~~be necessary~~ to ~~determine~~compete ~~the~~are ~~priority~~characterized ofby ~~inventions~~rapid ~~and/or~~technological ~~their~~change, ~~scope~~which ~~with~~requires ~~respect to our patent or patent applications or those of our licensors. An unfavorable outcome could require~~ us to ~~cease~~develop ~~using~~new ~~the~~products ~~related~~and ~~technology or to attempt to license rights~~product to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail andenhancements, ~~even if successful, may result in substantial costs~~ and ~~distract our management and other employees. In addition, the uncertainties associated with litigation~~ could ~~have~~render ~~a material adverse effect on~~ our ~~ability~~existing ~~to raise the funds necessary to continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our new~~ products ~~to market~~obsolete.

~~Furthermore,~~Continuing technological ~~because~~changes ofin the ~~substantial~~market ~~amount of~~for ~~discovery~~our ~~required~~products incould ~~connection~~make ~~with~~its ~~intellectual~~products ~~property~~less ~~litigation~~competitive or obsolete, ~~there~~either isgenerally aor ~~risk~~for ~~that~~particular applications. ~~some~~Our offuture ~~our~~success ~~confidential~~will ~~information~~depend ~~could be~~upon ~~compromised~~its byability ~~disclosure~~to ~~during~~develop ~~this~~and ~~type~~introduce a variety of ~~litigation.~~new ~~There~~capabilities ~~could~~and ~~also~~enhancements to beits ~~public~~planned ~~announcements~~product ofand ~~the~~service ~~results~~offerings, as well as introduce a variety of ~~hearings,~~new ~~motions~~product offerings, to address the changing needs orof ~~other~~the ~~interim~~markets ~~proceedings~~in orwhich ~~developments~~it offers products. IfDelays ~~securities~~in ~~analysts~~introducing ornew ~~investors~~products ~~perceive~~and ~~these~~enhancements, ~~results~~the failure to bechoose ~~negative,~~correctly itamong technical ~~could~~alternatives ~~have a~~or ~~material~~the ~~adverse~~failure ~~effect~~to onoffer ~~the~~innovative ~~price~~products ofor enhancements at competitive prices may cause existing and potential customers to purchase our ~~common~~competitors’ ~~stock~~products.

WeIf we ~~may~~are beunable ~~subject~~to devote adequate resources to ~~claims~~develop ~~challenging~~new products or cannot otherwise successfully develop new products or enhancements ~~the~~that ~~inventorship~~meet ofcustomer ~~our~~requirements ~~intellectual~~on ~~property~~a timely basis, its products could lose market share, its revenue and profits could decline, and we could experience operating losses.

~~We may be subject to claims that former employees,~~If ~~collaborators~~we orfail ~~other third parties have an interest in, or right~~ to ~~compensation,~~successfully ~~with~~promote ~~respect to~~ our current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our products. ~~Litigation may be necessary to defend against these~~ and ~~other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims~~brand, inthis ~~addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome~~ could have a material adverse effect on our business., ~~Even~~prospects, ~~if we are successful in defending against~~financial ~~such~~condition ~~claims, litigation could result in substantial costs~~ and beresults aof ~~distraction to management and other employees~~operations.

We believe ~~may~~that ~~not~~brand recognition is an important factor to its success. If we fail to promote our brands successfully, or if the expenses of doing so are disproportionate to any increased net sales it achieves, it would have a material adverse effect on our business, prospects, financial condition and results of operations. This will depend largely on our ability to maintain trust, be ~~able~~a technology leader, and continue to ~~protect~~provide high-quality and secure technologies, products and services. Any negative publicity about us or its industry, the quality and reliability of our ~~intellectual~~technologies, products and services, our risk management processes, changes to our technologies, products ~~property~~and ~~rights~~services, ~~throughout~~its ability to effectively manage and resolve customer complaints, its privacy and security practices, litigation, regulatory activity, and the ~~world.~~experience of buyers with our products or services, could adversely affect our reputation and the confidence in and use of our technologies, products and services. Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers, or other counterparties. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.

Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States.19

AOur planned ~~substantial~~international ~~part~~operations ~~of our commercial success~~ will ~~depend~~ onexpose ~~its~~us ~~ability~~ to ~~maintain,~~additional ~~establish~~market and ~~protect~~operational ~~its intellectual property assets~~risks, ~~maintain trade secret protection, register copyrights~~ and ~~trademarks,~~failure ~~and~~to ~~operate~~manage ~~without~~these ~~infringing~~risks ~~the~~may ~~proprietary rights of third parties. There is a further risk that the claims~~adversely ofaffect aour ~~patent~~business ~~application, when filed, may change in scope during examination by the patent offices. Further, if~~ and ~~where~~operating ~~a patent is granted, there can be no guarantee that such patent will be valid or enforceable or that the patent will be granted in other jurisdictions~~results.

~~Competitors may use our technologies in jurisdictions~~We ~~where~~expect ~~we have not obtained patent protection~~ to ~~develop~~derive ~~their~~a ~~own~~substantial ~~products~~percentage ~~and~~of ~~may~~our ~~also~~sales ~~export~~from ~~otherwise~~international ~~infringing~~markets. ~~products~~Accordingly, ~~to territories where~~ we ~~have~~will ~~patent~~face ~~protection,~~significant ~~but enforcement is not as strong as that in the United States. These products may compete with our~~operational ~~products.~~risks ~~Future~~from ~~patents~~doing orbusiness ~~other~~internationally, ~~intellectual property rights may not be effective or sufficient to prevent them from competing.~~including:

19● fluctuations in foreign currency exchange rates;

~~Many~~● ~~companies~~potentially ~~have~~longer ~~encountered~~sales ~~significant problems in protecting~~ and ~~defending~~payment intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our future patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.cycles;

We● ~~may~~potentially ~~become~~greater ~~subject~~difficulties ~~to claims for remuneration or royalties for assigned service invention rights by our employees, which could result~~ in ~~litigation~~collecting ~~and~~accounts ~~adversely affect our business.~~ receivable;

A● ~~significant~~potentially ~~portion~~adverse oftax our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during the scope of his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent an agreement between the employee and employer providing otherwise. The Patents Law also provides that if there is no agreement between an employer and an employee determining whether the employee is entitled to receive consideration for service inventions and on what terms, this will be determined by the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patents Law. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patents Law. Although we generally enter into agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created during and as a result of their employment with us, we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such monetary claims (which will not affect our proprietary rights), which could negatively affect our business. consequences;

~~Risks~~● ~~Related~~reduced toprotection ~~Our~~of ~~Common~~intellectual ~~Stock~~property rights in certain countries, particularly in Asia and South America;

We● ~~are~~difficulties anin ~~“emerging~~staffing ~~growth company”~~ and ~~our~~managing ~~compliance~~foreign ~~with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.~~operations;

We● ~~are~~laws ~~an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act,~~ and webusiness ~~have~~practices ~~elected~~favoring tolocal take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and plan of operation disclosurescompetition; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

In● ~~addition,~~costs ~~while~~and wedifficulties ~~are~~of ancustomizing ~~“emerging~~products ~~growth company,”~~for weforeign will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.countries;

We● ~~may~~compliance ~~remain~~with an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) we become a ~~“large~~wide ~~accelerated~~variety ~~filer,” with at least $700 million~~ of ~~equity~~complex ~~securities~~foreign ~~held by non-affiliates as of the end of the second quarter of that fiscal year~~laws, ortreaties ~~(iii)~~and ~~we issue more than $1.0 billion of non-convertible debt over a three-year period.~~regulations;

~~The~~● ~~exact~~an ~~implications~~outbreak of ~~the~~a ~~JOBS~~contagious ~~Act are still subject to interpretations and guidance by the SEC and other regulatory agencies~~disease, ~~and~~such weas ~~cannot assure you that we will be able to take advantage of all of~~ the ~~benefits~~resurgence of ~~the JOBS Act. In addition~~COVID-19, ~~investors~~which may ~~find~~cause ~~our~~us, ~~common~~third ~~stock~~party ~~less~~vendors ~~attractive~~and tomanufacturers ~~the extent we rely on the exemptions~~ and/or ~~relief~~customers ~~granted~~to bytemporarily ~~the~~suspend ~~JOBS Act. If some investors find~~ our ~~common~~or ~~stock~~their ~~less~~respective ~~attractive~~operations asin athe ~~result,~~affected ~~there~~city ~~may be a less active trading market for our common stock and our stock price may decline~~ or ~~become more volatile.~~ country;

If● wetariffs, ~~fail~~trade tobarriers ~~maintain~~and ~~effective~~other ~~internal~~regulatory ~~controls over~~or ~~financial~~contractual ~~reporting,~~limitations ~~the~~on ~~price~~our ofability to sell or develop our ~~common~~products ~~stock~~in ~~may~~certain beforeign ~~adversely~~markets; ~~affected.~~ and

We● ~~are~~being ~~required~~subject to ~~establish~~the ~~and maintain appropriate internal controls over financial reporting. Failure to establish those controls~~laws, orregulations ~~any~~and ~~failure~~the ofcourt ~~those~~systems ~~controls once established, could adversely impact our public disclosures regarding our business, financial condition or results~~ of ~~operations.~~many ~~Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud~~jurisdictions.

20Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.

InA significant ~~addition~~invasion, ~~management’s~~interruption, ~~assessment~~destruction or breakdown of our information technology systems and/or infrastructure by persons with ~~internal~~authorized ~~controls~~or ~~over~~unauthorized ~~financial~~access ~~reporting~~could ~~may~~negatively ~~identify~~impact ~~weaknesses~~our business and ~~conditions~~operations. ~~that~~We ~~need~~could toalso beexperience ~~addressed~~business interruption, information theft and/or ~~other~~reputational ~~matters~~damage ~~that~~from cyber-attacks, which may ~~raise~~ ~~concerns~~compromise ~~for~~our ~~investors.~~systems ~~Any~~and ~~actual~~lead to data leakage either internally or ~~perceived~~at ~~weaknesses~~our ~~and~~third-party ~~conditions~~providers. ~~that~~Our ~~need~~systems are expected to be ~~addressed~~the intarget ~~our~~of ~~internal~~malware ~~control~~and ~~over~~other cyber-attacks. Although we have invested ~~financial~~in ~~reporting,~~measures ~~disclosure~~to ofreduce ~~management’s~~these ~~assessment~~risks, ofwe ~~our~~cannot ~~internal~~assure ~~controls~~you ~~over~~that ~~financial~~these ~~reporting~~measures ~~may~~will ~~have~~be ansuccessful ~~adverse impact~~in onpreventing ~~the~~compromise ~~price~~and/or disruption of our ~~common~~information ~~stock~~technology systems and related data.

~~Management~~We rely ~~has~~on ~~identified~~business ~~material weaknesses regarding inadequate accounting resources~~partners, ~~the lack of segregation of duties~~ and ~~the~~they ~~need~~may ~~for~~be agiven ~~stronger~~access ~~internal~~to ~~control~~sensitive ~~environment.~~and ~~Management~~proprietary ofinformation ~~the~~in ~~Company believes~~order ~~that these material weaknesses are due~~ to ~~the~~provide ~~small~~services ~~size~~and ~~of the Company’s outsourced accounting staff. The small size of~~support ~~the Company’s accounting outsourced staff may prevent adequate controls in the future due~~ to ~~the~~our ~~cost/benefit of such remediation~~customers.

~~Compliance~~We rely ~~with~~on ~~changing~~various ~~regulation~~business partners, including third-party service providers, vendors, licensing partners, development partners and licensees, among others, in some areas of ~~corporate~~our business. In some cases, these third parties are given access to sensitive and proprietary information ~~governance~~in order to provide us services and ~~public~~support. ~~disclosure~~These ~~will~~third parties may misappropriate our information and engage in unauthorized use of it. The failure of these third parties to provide adequate services and technologies, or the failure of the third parties to adequately maintain or update their services and technologies, could result in ~~additional~~a ~~expenses~~disruption to our business operations. Further, disruptions in the financial markets and economic downturns may adversely affect our business partners and they may not be able to continue honoring their obligations to us. Alternative arrangements and services may not be available to us on commercially reasonable terms or we may experience business interruptions upon a transition to an alternative partner or vendor. If we lose one or more significant business partners, our business could be harmed.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related Commission regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative costs and a diversion of management time and attention from revenue generating activities to compliance activities.20

~~Our common stock~~ We may be ~~considered a “penny stock,” and thereby be~~ subject to ~~additional~~electronic ~~sale~~communication ~~and~~security ~~trading regulations that may make it more difficult to sell~~risks.

~~Our common stock, which is currently quoted~~A ~~for~~significant ~~trading~~potential onvulnerability ~~the~~of ~~over-the-counter~~electronic ~~market,~~communications ~~may~~is ~~be considered to be a “penny stock” if it does not qualify for one of~~ the ~~exemptions~~ ~~from~~security ~~the definition~~ of ~~“penny~~transmission ~~stock” under Section 3a51-1~~ of ~~the~~confidential ~~Securities~~information ~~Exchange~~over ~~Act for 1934, as amended (the~~public ~~“Exchange Act”)~~networks. ~~Our common~~Anyone ~~stock may~~who beis aable ~~“penny~~to ~~stock”~~circumvent ifour itsecurity ~~meets~~measures ~~one~~could ormisappropriate ~~more~~proprietary ofinformation ~~the~~or ~~following~~cause ~~conditions:~~interruptions ~~(i)~~in ~~the~~its ~~stock trades at a price less than $5~~operations.00 ~~per~~We ~~share;~~may ~~(ii)~~be itrequired isto ~~not~~expend ~~traded~~capital onand aother ~~“recognized”~~resources ~~national~~to ~~exchange;~~protect ~~(iii) it~~against issuch ~~not~~security ~~quoted~~breaches ~~on the NASDAQ Capital Market,~~ or ~~even~~to ifalleviate problems ~~so,~~caused ~~has a price less than $5.00 per share; or (iv) is issued~~ by asuch ~~company that has been in business less than three years with net tangible assets less than $5 million~~breaches.

~~The principal result or effect of being designated~~Risks aRelated ~~“penny stock” is that securities broker-dealers participating in sales of our common stock will be subject~~ to ~~the~~ ~~“penny~~Our ~~stock”~~Intellectual regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.Property

WeIf we ~~may~~are beunable ~~subject~~ to ~~securities~~obtain ~~litigation~~and maintain effective intellectual property rights for our products, ~~which~~ iswe ~~expensive~~may ~~and~~not ~~could~~be ~~divert~~able ~~management~~to ~~attention~~compete effectively in our markets.

~~In the past~~Historically, we ~~companies that~~ have ~~experienced~~relied ~~volatility in~~on ~~the~~trade ~~market~~secret ~~price~~protection ofand ~~their~~confidentiality ~~stock~~agreements ~~have been subject~~ to ~~securities~~protect ~~class~~the ~~action~~intellectual ~~litigation.~~property Werelated ~~may~~to beour ~~the~~technologies and ~~target~~products. ofOur ~~this~~success ~~type~~depends ~~of litigation~~ in ~~the~~large ~~future.~~part ~~Litigation~~on ofintellectual ~~this~~property ~~type~~protection ~~could result~~ in ~~substantial~~the ~~costs~~United States and ~~diversion~~in ofother ~~management’s attention and resources,~~countries ~~which~~with ~~could~~respect ~~seriously~~to ~~hurt~~ our ~~business.~~proprietary ~~Any~~technology ~~adverse~~and ~~determination~~new ~~in litigation could also subject us to significant liabilities~~products.

IfWe may ~~securities~~seek orto ~~industry~~protect ~~analysts~~our doproprietary ~~not publish~~position orby ~~cease~~filing ~~publishing~~patent ~~research~~applications orin ~~reports~~Israel, ~~about~~the usUnited States and in other countries, with respect to our ~~business~~novel ortechnologies ~~our~~and ~~market~~products, orwhich ifare ~~they~~important ~~adversely~~to ~~change~~our ~~their~~business. ~~recommendations~~Patent prosecution is expensive and time consuming, and we may not be able to file and prosecute all necessary or ~~publish~~desirable ~~negative~~patent ~~reports~~applications ~~regarding~~at ~~our~~a ~~business~~reasonable cost or ~~our~~in ~~shares,~~a ~~our~~timely ~~share~~manner. It ~~price~~is also possible that we will fail to identify patentable aspects of our research and ~~trading~~development ~~volume~~output ~~could~~before ~~decline~~it is too late to obtain patent protection.

~~The trading market for our common stock will be~~If ~~influenced~~we byseek ~~the~~patent ~~research~~protection, ~~and~~we ~~reports~~cannot ~~that~~offer ~~industry~~any orassurances ~~securities analysts may publish~~ about uswhich, ~~our~~if ~~business~~any, ~~our~~patent ~~market~~applications orwill ~~our~~issue, ~~competitors. We~~the dobreadth ~~not~~of ~~have~~ any ~~control~~such patent ~~over~~or ~~these~~whether ~~analysts and we cannot provide~~ any ~~assurance~~issued ~~that~~patents ~~analysts~~ will ~~cover~~be usfound orinvalid ~~provide~~and ~~favorable~~unenforceable ~~coverage. If~~or ~~any~~will ofbe ~~the~~threatened ~~analysts~~by ~~who~~third ~~may~~parties. ~~cover~~Any ussuccessful ~~adversely~~opposition to ~~change~~these ~~their~~patents ~~recommendation regarding our shares,~~ or ~~provide more favorable relative recommendations about our competitors, our share price would likely decline. If~~ any ~~analyst~~other ~~who~~patents ~~may~~owned ~~cover~~by usor ~~were~~licensed to ~~cease~~us ~~coverage~~after ~~of our~~patent ~~company~~issuance orcould ~~fail~~deprive ~~to regularly publish reports on~~ us, weof ~~could~~rights ~~lose~~necessary ~~visibility~~for in the ~~financial~~successful commercialization ~~markets,~~of ~~which~~any innew ~~turn~~products ~~could~~that ~~cause~~we ~~our share~~may ~~price or trading volume to decline~~develop.

21Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our products, third parties may challenge their validity, enforceability, or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our new products, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business. If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed.

WeFurther, international trade conflicts could have nonegative ~~operating~~consequences ~~experience~~on asthe ademand ~~publicly~~for our products and services outside Israel. Other risks ~~traded~~of ~~company~~doing business internationally include political and economic instability in the ~~United~~countries ~~States~~of our customers and suppliers, changes in diplomatic and trade relationships and increasing instances of terrorism worldwide. Some of these risks may be affected by Israel’s overall political situation.

~~We have no operating experience as a publicly~~Intellectual ~~traded~~property ~~company~~rights inof ~~the~~third ~~U.S. Although~~parties atcould ~~least~~adversely ~~one~~affect ~~individual~~our ~~who~~ability ~~now~~to ~~constitutes~~commercialize our ~~management team has experience managing a publicly-traded company~~products, ~~there~~and iswe nomight ~~assurance that the past experience of our management team will~~ be ~~sufficient~~required to ~~operate~~litigate or ~~our~~obtain ~~company~~licenses asfrom athird ~~publicly traded~~parties ~~company~~ in ~~the~~order ~~United States,~~to ~~including~~develop ~~timely~~or ~~compliance~~market ~~with~~our ~~the~~product ~~disclosure requirements of the SEC~~candidates. In ~~addition, our~~Such ~~management~~litigation ~~team~~or ~~may~~licenses ~~not~~could be ~~able to successfully~~ costly or ~~efficiently~~not ~~manage~~available ~~our~~on ~~company~~commercially asreasonable ~~a U~~terms.S. ~~public reporting company that is subject to regulatory oversight and reporting obligations.~~

~~Raising~~It is ~~additional~~inherently ~~capital~~difficult ~~will~~to ~~cause~~conclusively ~~dilution~~assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our ~~existing~~products ~~stockholders~~or ~~and~~elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may ~~affect~~not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the ~~rights~~third-party ofintellectual ~~existing~~property ~~stockholders~~right concerned or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by our new products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, be forced to abandon our new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all.

We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, stockholders’ ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our common stock.21

~~Sales~~It is also possible that we have failed to identify relevant third-party patents or applications. Patent applications in the United States and in most of the other countries are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our new products or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a ~~substantial~~manner ~~number~~that ofcould ~~shares~~cover our platform technologies, our new products or the use of our ~~common~~new ~~stock~~products. Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the ~~public~~development ~~market~~of byand/or marketing our ~~existing~~new ~~stockholders~~products. If ~~could~~we ~~cause~~fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing our ~~share~~new ~~price~~products that are held to ~~fall~~be infringing, and/or we might be forced to redesign our new products to avoid infringing upon the third party’s intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

~~Sales of a substantial number of shares of our~~We ~~common~~may ~~stock~~be involved in ~~the~~lawsuits ~~public~~to ~~market,~~protect or ~~the~~enforce ~~perception~~our ~~that~~intellectual ~~these sales might occur~~property, which could ~~depress~~be ~~the~~expensive, ~~market~~time ~~price~~consuming, ~~of our common stock~~ and ~~could impair our ability to raise capital through the sale of additional equity securities~~unsuccessful. ~~We are unable to predict the effect that sales may have on the prevailing market price of our common stock.~~

WeCompetitors may ~~have~~infringe ~~never~~our ~~paid~~intellectual property. If we were to initiate legal proceedings against a third party to enforce a patent covering one of our new products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or weunenforceable. In ~~currently~~patent dolitigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. ~~not~~Grounds ~~intend~~for a validity challenge could be an alleged failure to ~~pay~~meet ~~dividends~~any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the United States Patent and Trademark Office, or USPTO, or made a misleading statement, during prosecution. The validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable.

WeDerivation proceedings ~~have~~initiated ~~never~~by ~~declared~~third parties or ~~paid~~brought ~~any~~by ~~cash~~us ~~dividends on~~may ~~our~~be ~~common~~necessary ~~stock.~~to Wedetermine ~~currently~~the ~~intend~~priority toof ~~retain~~inventions ~~any~~and/or ~~future~~their ~~earnings~~scope with respect to ~~finance~~our ~~operations~~patent ~~and~~or topatent ~~expand~~applications or those of our ~~business~~licensors. ~~and,~~An ~~therefore,~~unfavorable outcome could require us to cease using the related dotechnology ~~not~~or ~~expect~~to attempt to ~~pay~~license ~~any~~rights ~~cash~~to ~~dividends~~it infrom the ~~foreseeable~~prevailing ~~future~~party. AsOur abusiness ~~result,~~could ~~capital~~be ~~appreciation,~~harmed if ~~any,~~the prevailing party does not offer us a license on commercially reasonable terms. Our defense of ~~our~~litigation ~~common~~or ~~stock~~interference ~~will~~proceedings may fail and, even if besuccessful, ~~investors’~~may ~~sole~~result ~~source~~in ofsubstantial ~~gain~~costs ~~for~~and ~~the~~distract ~~foreseeable~~our ~~future~~management and other employees. In addition, ~~Israeli~~the ~~law~~uncertainties ~~may~~associated with ~~limit~~litigation could have a material adverse effect on our ~~declaration~~ability orto ~~payment~~raise ofthe ~~dividends and~~funds ~~may~~necessary ~~subject~~to continue our ~~dividends~~research toprograms, ~~Israeli~~license necessary ~~withholding~~technology ~~taxes~~from third parties, or enter into development partnerships that would help us bring our new products to market.

~~Risks~~Furthermore, because ~~Related~~of tothe ~~Our~~substantial ~~Location~~amount ~~and~~of ~~Operations~~ discovery required in ~~Israel~~connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock.

~~We are exposed to fluctuations in currency exchange rates.~~22

~~A major portion of our business is conducted,~~We and a material portion of our operating expenses is incurred, outside the United States, mainly in New Israeli Shekels (“NIS”). Therefore, we are exposed to currency exchange fluctuations in other currencies, particularly in NIS and the risks related thereto. Our primary expenses paid in NIS are employee salaries, fees for consultants and subcontractors and lease payments on our Israeli facilities. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. Thus, we are exposed to the risks that: (a) the NIS may ~~appreciate~~be ~~relative~~subject to ~~the~~claims ~~dollar;~~challenging ~~(b)~~ the ~~NIS~~inventorship ~~devalue relative to the dollar; (c) the inflation rate in Israel may exceed the rate~~ of ~~devaluation of the NIS; or (d) the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar cost of~~ our ~~operations~~intellectual ~~in Israel would increase and our dollar-denominated results of operations would be adversely affected~~property. ~~Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future.~~

~~Our~~We may ~~headquarters~~be subject to claims that former employees, ~~research~~collaborators ~~and~~or ~~development~~other third parties have an interest in, or right to compensation, with respect to our current patent and patent applications, future patents or other ~~significant~~intellectual ~~operations~~property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are ~~located~~involved in ~~Israel,~~developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims, ~~therefore~~in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our ~~results~~business. ~~may~~Even beif ~~adversely~~we ~~affected~~are bysuccessful ~~political~~in defending against such claims, ~~economic~~litigation could result in substantial costs and ~~military~~be ~~instability~~a indistraction ~~Israel~~to management and other employees.

We ~~have offices in Tel Aviv, Israel where our~~ ~~primary~~may ~~operations,~~not ~~research~~be ~~and~~able ~~development,~~to ~~and~~protect ~~certain other finance activities are based. In addition, all of~~ our ~~officers~~intellectual ~~and~~property ~~directors are~~rights ~~residents~~throughout ~~of Israel. Accordingly, political, economic and military conditions in Israel and~~ the ~~surrounding region may directly affect our business and operations~~world. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries and terrorist organizations, including Hamas (an Islamist militia and political group in the Gaza strip) and Hezbollah (an Islamist militia and political group based in Lebanon).

22Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States.

~~In October 2023, Hamas~~A ~~terrorists~~substantial ~~infiltrated~~part ~~Israel’s~~of ~~southern~~our ~~border~~commercial ~~from~~success ~~the~~will ~~Gaza~~depend ~~Strip~~on ~~and~~its ~~conducted~~ability ato ~~series~~maintain, ofestablish ~~attacks~~and onprotect ~~civilian~~its ~~and~~intellectual ~~military~~property ~~targets.~~assets, ~~Hamas~~maintain ~~also~~trade ~~launched~~secret ~~extensive~~protection, ~~rocket~~register ~~attacks~~copyrights onand ~~Israeli~~trademarks, ~~population~~ and ~~industrial~~operate ~~centers~~without ~~located~~infringing ~~along~~the ~~Israel’s~~proprietary ~~border~~rights ~~with~~of ~~the~~third ~~Gaza~~parties. ~~Strip~~There ~~and~~is ina ~~other~~further ~~areas~~risk ~~within~~that the ~~State~~claims of ~~Israel.~~a ~~These~~patent ~~attacks~~application, ~~resulted~~when ~~in extensive deaths~~filed, ~~injuries~~may ~~and~~change ~~kidnapping~~in ofscope ~~civilians and~~during ~~soldiers.~~examination ~~Following~~by the ~~attack~~patent offices. Further, ~~Israel’s~~if ~~security~~and ~~cabinet~~where ~~declared~~a ~~war~~patent ~~against~~is ~~Hamas~~granted, ~~and~~there acan ~~military~~be ~~campaign~~no ~~against~~guarantee ~~these~~that ~~terrorist organizations~~such ~~commenced~~patent inwill ~~parallel~~be tovalid ~~their~~or ~~continued~~enforceable ~~rocket~~or ~~and~~that ~~terror~~the patent ~~attacks~~will be granted in other jurisdictions.

~~In connection with the~~Competitors ~~Israeli~~may ~~security~~use ~~cabinet’s~~our ~~declaration~~technologies ofin ~~war~~jurisdictions ~~against~~where ~~Hamas~~we ~~and~~have ~~possible~~not ~~hostilities~~obtained ~~with~~patent ~~other~~protection ~~organizations, several hundred thousand Israeli military reservists were drafted~~ to ~~perform~~develop ~~immediate~~their ~~military~~own ~~service,~~products ~~including~~and ~~five~~may ~~full~~also ~~time employees in Israel of ours.~~export ~~Although~~otherwise ~~many~~infringing ofproducts ~~such~~to ~~military~~territories ~~reservists~~where we have ~~since~~patent ~~been released~~protection, ~~including~~but ~~all~~enforcement ~~our~~is ~~employees,~~not ~~they~~as ~~may~~strong beas ~~called~~that ~~up for additional reserve duty, depending on developments~~ in the ~~war in Gaza and along Israel’s other borders~~United States. ~~Military service call ups that result~~ inThese ~~absences~~products ~~of personnel from us for an extended period of time~~ may ~~materially~~compete ~~and~~with ~~adversely affect~~ our ~~business, prospects, financial condition and results of operations~~products. AsFuture ofpatents ~~March~~or ~~12,~~other ~~2025,~~intellectual weproperty ~~have~~rights ~~two~~may ~~senior~~not ~~management positions,~~be ~~who~~effective weor ~~engage in part-time capacities via consulting agreements. In addition, we have four~~sufficient ~~(4)~~to ~~engineers~~prevent ~~working~~them ~~for~~from ~~us as part-time consultants~~competing. ~~All of these individuals are located in Israel.~~

~~Since the commencement~~Many ofcompanies ~~these events, there~~ have ~~been~~encountered ~~continued~~significant ~~hostilities~~problems ~~along Israel’s northern border with the Hezbollah terror organization), with the Houthis~~ in ~~Yemen~~protecting and ondefending ~~other~~intellectual ~~fronts~~property ~~with~~rights ~~various extremist groups~~ in ~~the~~foreign ~~region,~~jurisdictions. ~~such as various rebel militia groups in Syria and~~The ~~Iraq.~~legal Insystems ~~October~~of ~~2024,~~certain ~~Israel began limited ground operations against Hezbollah in Lebanon~~countries, ~~and~~particularly incertain ~~November~~developing ~~2024~~countries, ado ~~ceasefire~~not ~~was~~favor ~~brokered between~~the ~~Israel~~enforcement ~~and~~of ~~Hezbollah. It is possible that hostilities with Iran~~patents, ~~Hezbollah,~~trade ~~the Houthis and Syria will escalate~~secrets, and ~~that~~ other ~~terrorist~~ ~~organizations,~~intellectual ~~including~~property ~~Palestinian military organizations in the West Bank~~protection, ~~will~~which ~~join~~could ~~the~~make ~~hostilities.~~it Indifficult ~~addition,~~for ~~Iran~~us ~~recently launched~~to ~~direct~~stop ~~attacks~~the onmarketing ~~Israel involving hundreds~~ of ~~drones~~competing ~~and~~products ~~missiles,~~in ~~has threatened to continue to attack Israel, and is widely~~violation ~~believed~~of toour beproprietary ~~developing~~rights ~~nuclear weapons~~generally. ~~Iran~~Proceedings ~~is also believed~~ to ~~have~~enforce aour ~~strong~~patent ~~influence~~rights ~~among extremist groups~~ in ~~the~~foreign ~~region~~jurisdictions, ~~such as~~whether ~~Hamas~~or innot ~~Gaza~~successful, ~~Hezbollah~~could result in ~~Lebanon,~~substantial ~~the~~costs ~~Houthis in Yemen~~ and ~~various~~divert ~~rebel~~our ~~militia~~efforts ~~groups~~and inattention ~~Syria~~from ~~and~~other ~~Iraq.~~aspects ~~These~~of ~~situations~~our ~~may potentially~~business, ~~escalate~~could input ~~the~~our future topatents ~~more violent events which may affect Israel and us. Any hostilities, armed conflicts, terrorist~~at ~~activities~~risk ~~involving Israel or the interruption or curtailment~~ of ~~trade~~being ~~between~~invalidated ~~Israel and its trading partners,~~ or ~~any~~interpreted ~~political~~narrowly ~~instability in the region could adversely affect business conditions~~ and our ~~results~~patent ofapplications ~~operations~~at ~~and~~risk ~~could~~of ~~make~~not itissuing ~~more difficult for us to raise capital~~ and could ~~adversely~~provoke ~~affect~~third ~~the~~parties to ~~market~~assert ~~price~~claims ofagainst ~~our shares~~us. AnWe ~~escalation~~may ofnot ~~tensions~~prevail orin ~~violence~~any ~~might~~lawsuits ~~result~~that inwe ainitiate, ~~significant downturn~~and in the ~~economic~~damages or ~~financial~~other ~~condition~~remedies ~~of Israel~~awarded, ~~which~~if ~~could~~any, may ~~have~~not abe ~~material~~commercially ~~adverse~~meaningful. ~~effect~~Accordingly, on our ~~operations~~efforts into ~~Israel~~monitor and ~~our~~ ~~business.~~enforce ~~Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet~~ our ~~business~~intellectual ~~partners~~property ~~face~~rights toaround ~~face. In addition,~~ the ~~political~~world ~~and security situation in Israel~~ may ~~result~~be ininadequate ~~parties~~to ~~with~~obtain ~~whom~~a wesignificant ~~have~~commercial ~~agreements~~advantage ~~involving~~from ~~performance~~the inintellectual ~~Israel~~property ~~claiming~~ that ~~they are~~we ~~not~~develop ~~obligated~~or ~~to perform their commitments under those agreements pursuant to force majeure provisions in such agreements~~license.

~~Since~~We may ~~the~~become ~~war~~subject ~~broke~~to ~~out on~~claims ~~October 7,~~for ~~2023,~~remuneration ~~our~~or ~~operations~~royalties ~~have~~for ~~not~~assigned ~~been~~service ~~adversely~~invention ~~affected~~rights by ~~this situation, and we have not experienced disruptions to~~ our ~~business operations. As such~~employees, ~~our~~which ~~product~~could ~~and business development activities remain on track. However, the intensity and duration~~result ~~of the security situation~~ in ~~Israel~~litigation isand ~~difficult~~adversely toaffect ~~predict at this stage, as are such war’s economic implications on~~ our business ~~and operations and on Israel’s economy in general~~. ~~If the ceasefire declared collapses or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.~~

~~Our~~A significant ~~commercial~~portion ~~insurance~~of our intellectual property has been developed by our employees in the course of their employment for us. Under ~~does~~the ~~not~~Israeli ~~cover~~Patent ~~losses~~Law, 5727-1967, ~~that~~or ~~may~~the ~~occur~~Patent asLaw, ainventions ~~result~~conceived by an employee during the scope of ~~events~~his ~~associated~~or her employment with ~~war~~a company are regarded as “service inventions,” which belong to the employer, absent an agreement between the employee and ~~terrorism~~employer providing otherwise. ~~Although~~The ~~the~~Patents ~~Israeli~~Law ~~government~~also ~~currently~~provides that if there is no agreement between an employer and an employee determining ~~covers~~whether the ~~reinstatement~~employee ~~value~~is ofentitled ~~direct~~to ~~damages~~receive ~~that~~consideration ~~are~~for ~~caused~~service inventions and on what terms, this will be determined by ~~terrorist~~the ~~attacks~~Israeli Compensation orand ~~acts~~Royalties ofCommittee, ~~war~~or the Committee, wea ~~cannot~~body ~~assure~~constituted ~~you~~under the Patents Law. Case law clarifies that ~~this~~the ~~government~~right to ~~coverage~~receive ~~will~~consideration for “service inventions” can be ~~maintained~~waived orby the employee and that itin ~~will~~certain ~~sufficiently~~circumstances, ~~cover~~such ~~our~~waiver does ~~potential~~not ~~damages~~necessarily have to be explicit. ~~Any~~The ~~losses~~Committee orwill ~~damages~~examine, ~~incurred~~on a case-by-case usbasis, ~~could~~the ~~have~~general contractual framework between athe ~~material~~parties, ~~adverse~~using ~~effect~~interpretation onrules ~~our~~of ~~business~~the general Israeli contract laws. ~~Any~~Further, ~~armed~~the ~~conflicts~~Committee orhas ~~political~~not ~~instability~~yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the ~~region~~Patents ~~would~~Law. ~~likely~~Although ~~negatively~~we ~~affect~~generally ~~business~~enter into ~~conditions~~agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created during and as a result of their employment with us, we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could ~~harm~~be required to pay additional remuneration or royalties to our ~~results~~current ofand/or ~~operations~~former employees, or be forced to litigate such monetary claims (which will not affect our proprietary rights), which could negatively affect our business.

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.23

~~Our operations~~Risks ~~may~~Related ~~be disrupted as a result of the obligation of management or key personnel~~ to ~~perform~~Our ~~military~~Common ~~service.~~ Stock

~~All of our officers and employees reside in Israel~~We ~~and~~are ~~many~~an ~~may~~“emerging begrowth ~~required~~company” ~~to perform annual military reserve duty. Currently, all male adult citizens~~ and ~~permanent~~our ~~residents~~compliance ~~of Israel under the age of 40 (or older, depending on their position~~ with the ~~Israeli~~reduced ~~Defense~~reporting ~~Forces reserves), unless exempt, are obligated to perform military reserve duty annually~~ and ~~are~~disclosure ~~subject~~requirements toapplicable ~~being called~~ to ~~active duty at any time under emergency circumstances. Our operations~~ ~~could~~“emerging begrowth ~~disrupted~~companies” bymay ~~the~~make ~~absence for a significant period of one or more of~~ our ~~key~~common ~~officers~~stock ~~and~~less ~~employees~~attractive ~~due~~ to ~~military service~~investors. ~~Any such disruption could have a material adverse effect on our business, results of operations and financial condition.~~

23We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and plan of operation disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

~~ITEM~~In addition, 1Bwhile we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. ~~UNRESOLVED~~As ~~STAFF~~a ~~COMMENTS~~result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.

~~None~~We may remain an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

~~ITEM~~The exact 1Cimplications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. ~~CYBERSECURITY~~In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

~~Risk management~~We have identified a material weakness in our internal control over financial reporting, and ~~strategy~~we may not be able to successfully implement remedial measures.

We ~~are~~have inidentified ~~the~~control ~~process~~deficiencies ofin developing a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles. Following the completion of the development of our ~~cybersecurity~~financial ~~risk~~reporting ~~management program, the cybersecurity~~ process ~~will be integrated into our overall risk management system and process, and, initially, will be solely internally managed. Management is responsible for identifying risks~~ that ~~threaten~~constitute ~~achievement~~material ofweaknesses ~~the control activities stated in the management’s description of the services organizations systems. Management has started to implement a process~~ for ~~identifying relevant risks that could affect~~ the ~~organization’s~~years ~~ability~~ended ~~to provide~~December ~~secure~~31, 2024 and ~~reliable service to its users~~2023. The ~~risk~~material ~~assessment~~weaknesses ~~will~~were ~~occur annually, or as business needs change, and covers identification of risks that could act against the company’s objectives as well as specific risks~~ related to ainadequate ~~compromise~~accounting toresources, the ~~security~~lack of ~~data. Most~~segregation of ~~the~~duties ~~information generated~~ and ~~collected by us is stored and maintained by third-party vendors and service providers. We believe~~the ~~that~~need ~~each of these providers has its own cybersecurity protocols to which our management believes to be adequate~~ for ~~protecting~~a ~~our~~stronger ~~files in~~internal ~~their~~control ~~possession~~environment. For more information about these risks, please see “Item 1.A – Risk Factors – Risks Related to Our Business and Industry – Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.” in this annual report.

~~Governance~~In order to address such material weaknesses, we have been actively engaged in developing and implementing remediation plans. The remediation efforts are ongoing and include or are expected to include engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing the Company’s system of internal controls necessary to mitigate the risks identified; preparation of written documentation of the Company’s internal control policies and procedures and until we have sufficient technical accounting resources, we may engage external consultants, if necessary, to provide support and to assist us in our evaluation of more complex applications of GAAP.

~~Our~~In ~~Board~~September of2025, ~~Directors~~we ~~considers cybersecurity~~appointed ~~risk~~a asnew ~~part~~chief ofexecutive ~~its~~officer ~~risk oversight function~~ and ~~oversees~~new chief ~~cybersecurity~~financial ~~risk~~officer. ~~strategy~~In ~~and~~connection ~~governance~~with ~~and~~these ~~other~~appointments, ~~information technology~~we ~~risks.~~also ~~Our~~hired ~~Chief~~additional ~~Executive~~full ~~Officer~~time accounting and ~~Chief~~financial ~~Financial~~staff ~~Officer~~with appropriate ~~are~~public ~~responsible for~~company ~~assessing~~experience and ~~managing~~technical ~~cybersecurity~~accounting ~~risk,~~knowledge ~~and~~as ~~providing~~part ~~briefings~~of ~~regarding~~our ~~the~~ongoing ~~assessment~~efforts ~~and~~to ~~management~~address ofthe ~~such~~material ~~risk~~weaknesses and tointernal ~~the~~control ~~Board of~~deficiencies ~~Directors.~~that ~~Although~~have ~~our~~been ~~senior~~identified. ~~management~~Since dothese ~~not~~appointments, we have ~~direct~~started ~~cybersecurity~~to ~~expertise~~build ~~obtained~~internal ~~through~~control ~~certifications, their~~policies ~~experience~~and ~~managing~~procedures, including the ~~Company,~~design ~~which~~of ~~includes~~processes ~~consulting~~ and ~~coordinating~~controls asrelated ~~necessary~~to ~~with~~timely aclosing ~~third~~of ~~party~~the ~~information~~financial ~~technology~~books, ~~expert~~such as the assignment ~~referred~~of toclear ~~below~~responsibilities, ~~enables~~appropriate ~~them~~segregation toof ~~effectively~~duties, ~~assess~~deadlines and ~~manage~~review ~~material~~process, ~~risks~~to ~~from~~improve ~~cybersecurity~~our ~~threats~~internal control over financial reporting.

The Company retained an information technology expert third party company to assist in managing relevant risks. In particular, the Company outsources its information technology function and monitoring to a third party provider whereby it benefits from a professionally managed network monitoring, management, maintenance, detection and response system and a 24/7 security operations center with both onsite and remote support services. Any cybersecurity incident would be reported to the Company promptly by our third party consultant and material and potentially material incidents would be assessed by management and the Board of Directors for remediation and future prevention and detection.

~~The~~While ~~Company,~~we atbelieve ~~least~~the ~~annually,~~remediation ~~updates~~actions ~~its~~described ~~policies~~above improved our orinternal ~~procedures~~control ~~that~~over ~~could~~financial ~~help~~reporting, ~~mitigate~~we ~~cybersecurity~~continue ~~risks.~~to ~~Notwithstanding~~enhance ~~the~~corporate ~~extensive~~oversight ~~approach~~over weprocess-level ~~take~~controls and structures to ~~cybersecurity~~ensure that there is appropriate assignment of authority, weresponsibility, ~~may~~and ~~not be~~accountability ~~successful~~to inenable ~~preventing~~remediation orof ~~mitigating~~the amaterial ~~cybersecurity~~weaknesses. We ~~incident~~believe that ~~could~~our ~~have~~remediation aplan, ~~material~~including ~~adverse~~the ~~effect~~efforts onwe ~~us.~~have ~~The~~undertaken, ~~Company~~will ~~has~~be ~~incorporated~~sufficient to remediate the identified material ~~cybersecurity~~weaknesses ~~coverage~~and instrengthen ~~its~~our ~~insurance~~internal ~~policies;~~control ~~however,~~over ~~there~~financial isreporting. noAs ~~assurance~~we ~~that~~continue ~~the~~to ~~insurance~~evaluate, ~~the~~and ~~Company~~work ~~maintains~~to ~~will~~improve ~~cover~~our ~~all~~internal ~~cybersecurity~~control ~~breaches~~over orfinancial reporting, management may determine that ~~policy~~additional ~~limits~~measures ~~will~~to beaddress ~~sufficient~~control deficiencies or modifications to the ~~cover~~remediation ~~all~~plan ~~related~~are ~~losses~~necessary.

AsFurther, there ofcan be no assurance that we will not suffer from other material weaknesses or significant deficiencies in the ~~date~~future. ofIf ~~this~~we fail ~~report~~to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, such wefailure ~~are~~could ~~not~~result ~~aware~~in a material misstatement of ~~any~~our ~~material~~annual ~~risks~~or ~~from~~quarterly ~~cybersecurity~~financial ~~threats~~statements that ~~have~~would ~~materially~~not ~~affected~~be prevented or ~~are~~detected on ~~reasonably~~a ~~likely~~timely basis and which could cause investors and other users to ~~materially affect~~lose ~~us,~~confidence ~~including~~in our ~~business~~financial ~~strategy~~statements, ~~results~~limit our ability to raise capital and have a negative effect on the trading price of ~~operations~~our common stock. Additionally, failure to remediate the material weakness or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.

~~ITEM~~Our disclosure 2.controls ~~PROPERTIES~~and procedures may not prevent or detect all errors or acts of fraud.

~~The~~We are ~~Company~~subject ~~neither~~to ~~rents~~the ~~nor~~periodic ~~owns~~reporting ~~any~~requirements ~~properties. The~~of ~~Company currently utilizes (i)~~ the ~~office~~Exchange ~~space~~Act. ofWe ~~certain~~designed ~~shareholders~~our indisclosure ~~Tel~~controls ~~Aviv, Israel~~ and ~~(ii)~~procedures ato ~~small laboratory for research~~provide ~~and~~reasonable ~~development~~assurance ~~purposes,~~that ~~owned~~information bywe ~~our~~must ~~CEO~~disclose in ~~Kadima,~~reports ~~Israel~~we ~~6095216,~~file ~~each~~or atsubmit nounder ~~cost. Given~~ the ~~limited~~Exchange ~~need~~Act ofis ~~the~~accumulated ~~Company,~~and ~~management~~communicated ~~believes~~to ~~that~~management, ~~the office space~~ and ~~laboratory~~recorded, ~~are~~processed, ~~more~~summarized ~~than suitable~~ and ~~adequate~~reported ~~for~~within the ~~Company’s~~time ~~needs.~~periods Inspecified ~~January 2025, we started to rent an office, lab and assembly and integration area~~ in anthe ~~innovation~~rules and ~~startup~~forms ~~hub located in “The Rupin Technological Campus” about 40km north~~ of ~~Tel~~the ~~Aviv~~SEC. We ~~The~~believe ~~monthly~~that ~~rental~~any ~~fee~~disclosure iscontrols ~~4,000~~and ~~NIS (approx. $1~~procedures,~~100).~~ ~~The Company currently has~~ no ~~policy~~matter ~~with~~how ~~respect~~well ~~to investments~~conceived orand ~~interests in real estate~~operated, ~~real~~can ~~estate~~provide ~~mortgages~~only orreasonable, ~~securities~~not ofabsolute, assurance orthat ~~interests~~the ~~in,~~objectives ~~persons~~of ~~primarily~~the ~~engaged~~control insystem ~~real~~are ~~estate activities~~met.

~~ITEM~~These inherent 3limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. ~~LEGAL~~Additionally, ~~PROCEEDINGS~~controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

WeCompliance with ~~are~~changing ~~not~~regulation aof ~~party~~corporate togovernance ~~any~~and ~~legal~~public ~~proceedings,~~disclosure ~~nor are~~will weresult ~~aware~~in ofadditional ~~any threatened litigation~~expenses.

~~ITEM~~Changing laws, 4regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related Commission regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. ~~MINE~~Our ~~SAFETY~~management ~~DISCLOSURES~~team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative costs and a diversion of management time and attention from revenue generating activities to compliance activities.

~~Not~~Our common ~~applicable~~stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

24Our common stock, which is currently quoted for trading on the over-the-counter market, may be considered to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Securities Exchange Act for 1934, as amended (the “Exchange Act”). Our common stock may be a “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

~~PART II~~25

~~ITEM~~The principal 5result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. ~~MARKET~~For ~~FOR~~example, ~~REGISTRANT~~Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’Ss ~~COMMON~~account. ~~EQUITY~~Moreover, ~~RELATED~~Rule ~~STOCKHOLDER~~15g-9 ~~MATTERS~~requires ~~AND~~broker-dealers in ~~ISSUER~~penny ~~PURCHASES~~stocks OFto ~~EQUITY~~approve ~~SECURITIES~~the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

~~Market~~Unfavorable conditions ~~Information~~in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.

Our results ~~common~~of ~~stock~~operations may vary based on the impact of changes in our industry and the global economy on us and our customers. Current or future economic uncertainties or downturns could adversely affect our business, ~~par~~financial ~~value~~condition $0and results of operations.~~0001~~ ~~per~~Negative conditions ~~share~~in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic isproduct ~~listed~~growth, ~~for~~financial, ~~quotation~~and credit market fluctuations, political turmoil, natural catastrophes, any pandemic, epidemic or outbreak of infectious disease, warfare, protests and riots, and terrorist attacks on the ~~OTC~~United ~~Markets~~States, ~~under~~Europe, the ~~ticker~~Asia ~~symbol~~Pacific ~~“CHEV~~region, or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business.” To the extent our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our offerings. Moreover, competitors may respond to market conditions by lowering prices. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from present levels, our business, financial condition and results of operations could be adversely affected.

~~Holders~~The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.

AsThe estimates of ~~March 12,~~market ~~2025,~~opportunity weand ~~had~~forecasts ~~141 shareholders~~ of ~~record.~~market ~~The~~growth ~~actual~~included ~~number~~in ofthis ~~stockholders~~Annual isReport ~~greater~~may ~~than~~prove ~~this~~to ~~number~~be ofinaccurate. ~~record~~Market ~~holders~~opportunity estimates and ~~includes~~ ~~stockholders~~growth ~~who~~forecasts are ~~beneficial~~subject ~~owners~~to ~~but~~significant ~~whose~~uncertainty ~~shares~~and are ~~held~~based inon ~~street~~assumptions ~~name~~and byestimates ~~brokers~~that ~~and~~may ~~other~~not ~~nominees~~prove to be accurate, including as a result of any of the risks described in this Annual Report.

~~Dividend~~In addition, ~~Policy~~the variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable users or companies covered by our market opportunity estimates will purchase our offerings or generate any particular level of revenue for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance, and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this Annual Report should not be taken as indicative of our future growth.

We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our Board of Directors deems relevant.26

~~Securities~~We may ~~Authorized~~be ~~for~~subject ~~Issuance~~to ~~under~~securities ~~Equity Compensation~~litigation, ~~Plans~~which is expensive and could divert management attention.

~~Information~~In the ~~about~~past, ~~our~~companies ~~equity~~that ~~compensation~~have ~~plans is~~experienced ~~incorporated~~volatility ~~herein~~in bythe ~~reference~~market price of their stock have been subject to ~~“Item~~securities 12class action litigation. ~~Security~~We ~~Ownership~~may be the target of ~~Certain~~this ~~Beneficial~~type ~~Owners~~of ~~and~~litigation ~~Management~~in ~~and~~the ~~Related~~future. ~~Stockholder Matters”,~~Litigation of this ~~Annual~~type ~~Report~~could onresult ~~Form~~in ~~10-K~~substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

~~Recent~~If securities ~~Sales~~or ofindustry ~~Unregistered~~analysts ~~Securities~~do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our shares, our share price and trading volume could decline.

~~None~~The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

~~ITEM~~Our management 6.team ~~[Reserved]~~has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.

As a ~~“smaller~~public ~~reporting~~ company” aslisted in the United States, we incur significant additional legal, accounting, and other expenses. In addition, changing ~~defined~~laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by ~~Item~~the 10SEC and, following the completion of ~~Regulation~~the ~~S-K~~Uplist, weThe ~~are~~Nasdaq ~~not~~Stock ~~required~~Market LLC, or Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming. These laws, regulations and standards are subject to ~~provide~~varying ~~this~~interpretations, ~~information~~and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.

25Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition of becoming a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations and standards are likely to divert management’s time and attention away from revenue-generating activities to compliance activities, which may prevent us from implementing our business strategy and growing our business. Moreover, we may not be successful in implementing these requirements. If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

~~ITEM~~Additionally, as 7a public company, we may from time to time be subject to proposals by stockholders urging us to take certain corporate actions. ~~MANAGEMENT’S~~If activist ~~DISCUSSION~~shareholder ~~AND~~activity ~~ANALYSIS~~ensues, OFwe ~~FINANCIAL~~may ~~CONDITIONS~~be ~~AND~~required ~~RESULT~~to OFincur ~~OPERATIONS~~additional costs to retain the services of professional advisors, management time and attention will be diverted from our core business operations, and perceived uncertainties as to our future direction, strategy or leadership may cause us to lose potential business opportunities and impair our brand and reputation, any of which could materially and adversely affect our business, financial condition and results of operations.

~~You~~In addition ~~should~~to ~~read~~increasing ~~the~~our ~~following~~legal ~~discussion~~and ~~along with~~financial ~~our~~compliance ~~financial~~costs, ~~statements~~the additional rules and ~~the~~regulations ~~related~~described ~~notes~~above ~~included~~might ~~elsewhere~~also inmake it ~~this~~more ~~Annual~~difficult ~~Report~~for onus ~~Form~~to ~~10-K.~~obtain ~~The~~certain ~~following~~types ~~discussion~~of ~~contains forward-looking~~insurance, ~~statements~~including ~~that~~director ~~are~~and ~~subject~~officer toliability ~~risks~~insurance, ~~uncertainties~~and we might be forced to accept reduced policy limits and ~~assumptions,~~coverage ~~including~~or ~~those~~incur ~~discussed~~substantially ~~under~~higher ~~“Risk~~costs ~~Factors~~to obtain the same or similar coverage.~~” Our~~ ~~actual~~As ~~results~~a result, it ~~performance~~may be more difficult for us to attract and ~~achievements~~retain ~~may~~qualified ~~differ~~persons ~~materially~~to ~~from~~serve ~~those~~on ~~expressed~~our inboard of directors, on committees of our board of directors or ~~implied~~as ~~by,~~members ~~these~~of ~~forward-looking~~our ~~statements~~senior management team.

~~Overview~~27

~~Charging Robotics is engaged in the development,~~We ~~production~~incur ~~and~~significant ~~installation~~increased ofcosts ~~wireless~~as ~~charging~~a ~~systems~~result ~~for various applications. The current focus~~ of ~~the~~operating ~~company~~as ~~is wireless charging systems for EVs in robotic parking systems. The Company believes that this technology addresses~~ a ~~significant~~public ~~need~~company, asand ~~cable-based~~our ~~charging systems~~management ~~are~~is ~~not~~required ~~feasible~~to indevote ~~these~~substantial time ~~types~~to ofnew ~~parking~~compliance ~~systems~~initiatives.

~~Our~~We incur ~~wholly-owned~~significant ~~subsidiary~~legal, ~~Charging~~accounting ~~Robotics~~and ~~Ltd~~other expenses as a public company. In addition, ~~was~~ ~~formed~~the inSarbanes-Oxley ~~February~~Act ~~2021,~~has asimposed anvarious ~~Israeli~~requirements on ~~corporation,~~public ~~with~~companies ~~the~~including ~~main~~requiring ~~goal~~establishment ofand ~~developing~~maintenance anof ~~innovative~~effective ~~wireless~~disclosure EVand ~~charging~~financial ~~technology~~controls. At ~~the~~Our ~~heart~~management and ofother ~~the~~personnel ~~technology~~need isto devote a ~~wireless~~substantial ~~power~~amount ~~transfer~~of ~~module~~time ~~that~~to ~~uses~~these ~~resonance~~compliance ~~induction~~initiatives. ~~coils~~Moreover, tothese ~~transfer~~rules ~~electricity~~and ~~wirelessly.~~regulations ~~This~~have ~~module~~increased ~~can~~and bewill ~~used~~continue ~~for~~to ~~various~~increase ~~products~~our ~~such~~legal asand ~~robotic~~financial compliance costs and ~~stationary~~will ~~platforms~~make some activities more time-consuming and costly. ~~The~~For ~~robotic~~example, ~~platform~~we ~~will~~expect ~~include~~that athese ~~component~~rules ~~which is~~and ~~small~~regulations ~~enough~~may tomake ~~fit~~it ~~under~~more ~~the~~difficult ~~vehicle,~~and more expensive for us to obtain directors’ and officers’ liability insurance, which ~~will~~could ~~automatically~~make ~~position~~it ~~itself~~more difficult for ~~maximum-efficiency~~us ~~charging,~~to attract and ~~upon~~retain ~~charging completion~~qualified ~~will~~members ~~automatically~~of ~~return~~our toboard of ~~its~~directors. ~~docking~~We ~~station~~cannot predict or toestimate ~~charge~~the amount of additional costs we will incur as a public company or the ~~next~~timing ~~vehicle~~of such costs.

~~Recent~~The Sarbanes-Oxley ~~Developments~~Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second Annual Report on Form 10-K or the first Annual Report on Form 10-K following the date on which we are no longer an emerging growth company or a smaller reporting company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ~~current product,~~ ~~which~~ability weto ~~are~~successfully ~~pilot~~implement ~~testing~~our ~~with~~business anplan ~~APS supplier~~and incomply ~~Israel,~~with isSection a404 ~~system~~requires ~~that~~us ~~wirelessly~~to ~~charges~~be ~~EVs~~able into ~~APSs.~~prepare ~~Upon~~timely ~~arrival~~and ~~at the APS,~~accurate ~~the~~financial ~~driver~~statements. ~~parks~~We ~~the~~expect EVthat onwe awill ~~plate~~need ~~used by the APS~~ to ~~transport~~continue ~~the EV~~ to ~~the~~improve ~~final~~existing, ~~parking~~and ~~location.~~implement ~~The~~new EVoperational ~~remains on the plate until it is retrieved by the APS~~ and ~~the~~financial ~~driver enters the EV departs. When a driver parks an EV on these charging plates~~systems, ~~they connect a regular~~ ~~charging~~procedures ~~cable to a socket installed on the plate, at which point the plate moves through the APS via conveyors~~ and ~~elevators~~controls to ~~the~~manage ~~parking location.~~our ~~Our~~business ~~system~~effectively. isAny ~~installed~~delay in ~~two parts. The electricity receiving component is installed on~~ the ~~plate~~implementation ~~and consists~~ of, aor ~~receiving coil~~disruption ~~and~~in ~~supporting electronics and a socket where~~ the ~~driver~~transition ~~connects a cable~~ to, ~~the~~new or ~~charging~~enhanced ~~socket~~systems, ofprocedures ~~the~~or ~~EV.~~controls, ~~The~~may ~~system’s~~cause ~~transmitting component~~our isoperations ~~installed~~to insuffer ~~the APS facility~~ and ~~consists~~we ofmay abe ~~transmitting~~unable ~~coil~~to ~~and~~conclude ~~the~~that ~~supporting~~our ~~electronics.~~internal Ascontrol over ~~the~~financial ~~driver~~reporting ~~parks~~is ~~the EV~~effective and ~~connects the cable from the plate~~ to ~~the~~obtain ~~EV,~~an heunqualified ~~initiates~~report ~~that~~on ~~charging~~internal ~~using~~controls from our ~~mobile~~auditors ~~application.~~as ~~Once~~required ~~initiated,~~under ~~the system~~Section ~~goes~~404 ~~into standby mode. Upon the plate arriving at its final parking location, charging~~ of the EVSarbanes-Oxley ~~begins~~Act. ~~When~~This, ~~the plate and EV are~~ in ~~the~~ ~~final parking position~~turn, ~~the~~could ~~transmitting~~have ~~coil~~an ~~and~~adverse ~~the~~impact ~~receiving~~on ~~coil~~value ~~are~~of inour ~~proximity~~securities, and bycould ~~way~~adversely ofaffect ~~electromagnetic induction, electricity~~our ~~passes~~ability ~~from the stationary part (transmitting) of the system~~ to ~~the~~access ~~moving (receiving) part of~~ the ~~system.~~capital ~~This enables the charging of EVs in places where drivers can not enter and manually connect a plug~~markets.

~~Although we have decided~~Raising toadditional ~~currently~~capital ~~focus~~or on the ~~solution~~issuance for APSs, longer term future products will include the robotic solutions on which the Company was founded. We have succeeded in developing a tethered robotic solution. This robot was intended to charge an EV of aadditional ~~disabled~~equity ~~driver~~securities ~~and~~would ~~offer~~cause ~~an automatic~~dilution method for wireless charging of EVs. This solution will offer a big benefit for disabled drivers who have difficulty using a regular plug-and-cable-based charger. For these drivers, it is merely impossible to ~~exit the EV, go to the charger, take the cable and connect the plug to the EV. Using~~ our ~~solution,~~existing ~~charging~~stockholders ~~will be performed automatically using the tethered robot. As the driver parks the EV, that robot will recognize the EV~~ and ~~will~~may ~~automatically~~affect ~~navigate under~~ the ~~EV and charge it wirelessly. For this we have developed~~ arights ~~patent-pending~~of ~~technology~~existing tostockholder ~~navigate~~or to the EVmarket ~~using~~price ~~data~~of ~~obtained~~our bycommon ~~lidar (laser-based) sensors viewing only the EV’s wheels~~stock.

~~The Company concluded~~We amay ~~pilot~~seek ~~testing~~additional ~~project~~capital ofthrough ~~its~~a ~~product~~combination ~~with~~of anprivate ~~Israeli company that installs~~ and ~~operates~~public ~~APSs.~~equity ~~This~~offerings, ~~pilot~~debt ~~project~~financings ~~was~~and ~~partially~~collaborations ~~funded~~and strategic byarrangements. To the ~~Israeli~~extent ~~Innovation~~that ~~Authority.~~we ~~Based~~raise onadditional ~~this~~capital ~~pilot~~through ~~test,~~ the ~~Company~~issuance ~~has~~of ~~begun~~equity ~~developing~~or ~~its~~convertible ~~next~~debt ~~generation~~securities, ~~product~~your ~~with new features~~ownership ~~and~~interest ~~fixes that~~ will ~~make~~be itdiluted, ~~more suitable for mass production~~ and ~~sales. This next generation of~~ the ~~Company’s~~terms ~~product~~may isinclude ~~expected to~~liquidation beor ~~ready~~other ~~for~~preferences ~~commercialization~~that inadversely ~~January~~affect ~~2025.~~your ~~The~~rights ~~Company’s~~as ~~expected~~a ~~timeframe~~holder ~~to receive regulatory approval for this product~~of ~~from~~our ~~the~~common ~~Israel Standardization Institute has been slightly delayed, with the new expected timing for approval to occur by April 2025~~stock.

26In addition, our authorized share capital consists of 60,000,000 shares of capital stock, including 50,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 19, 2026, we had 11,246,252 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. As of March 19, 2026, we also had warrants to purchase 6,472,831 shares of common stock outstanding (which does not include pre-funded warrants to purchase 500,000 shares of common stock issuable following the effectiveness of the Uplist (as defined below) in connection with the March 2026 Private Placement (as defined below)), and 294,928 restricted stock units, or RSUs. Our board of directors may issue, or reserve for issuance, an additional 42,732,241 shares of common stock and up to 10,000,000 shares of preferred stock, which includes 1,372,656 shares of common stock that are reserved and available for future awards under our Charging Robotics, Inc. 2023 Equity Incentive Plan, which might dilute your holdings substantially.

The purchase order received from an APS provider in Israel for installation of multiple systems in June 2025 was delayed and the systems are now expected to be installed towards the end of 2025. We are also in discussions with three other APS providers in Israel. The combined forecast from these customers and potential customers is installation of approximately thirty systems by the end of 2024. We see this growth as indicative of a favorable response from the market to our systems.28

InTo the ~~order~~extent tothat ~~prepare~~shares toof ~~meet~~common ~~this~~stock ~~increased~~or ~~market demand,~~preferred westock are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution. In addition, in the ~~process~~event of ~~establishing~~any ~~subcontractor-based~~future ~~production~~issuances ~~capabilities,~~of ~~working~~equity onsecurities ~~increasing~~or ~~our~~securities ~~work~~convertible ~~force~~into ~~and~~or ~~sourcing~~exchangeable ~~office~~for ~~and~~ordinary ~~R&D~~shares, ~~spaces~~holders of our ordinary shares may experience dilution. InWe ~~January~~also ~~2025,~~consider wefrom ~~started~~time to ~~rent~~time anvarious ~~office,~~strategic ~~lab,~~alternatives that ~~assembly~~could ~~and~~involve ~~integration~~issuances ~~area~~of inadditional anordinary ~~innovation~~shares, including but not limited to acquisitions and ~~startup~~business combinations, but ~~hub~~do ~~located~~not incurrently ~~“The~~have ~~Rupin~~any ~~Technological~~definitive ~~Campus”~~plan ~~about~~to ~~40km~~enter ~~north~~into ofany ~~Tel~~such ~~Aviv~~transaction.

OnSales of ~~April~~a ~~23,~~substantial ~~2024,~~number ~~the~~of ~~Company~~shares ~~received~~of ~~notice from~~our ~~FINRA~~common ~~that~~stock ~~the~~in ~~Name Change and~~ the ~~Reverse~~public ~~Stock Split was announced on FINRA’s daily list and would take effect at~~ market ~~open~~ onby ~~the~~our ~~Market~~existing ~~Effective~~stockholders ~~Date.~~could ~~Accordingly,~~cause ~~the~~our ~~FINRA~~share ~~corporate~~price ~~action~~ to ~~effect the Name Change and the Reverse Stock Split is now~~ ~~completed~~fall. ~~Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in this management’s discussion and analysis of financial condition and results of operations.~~

InSales of ~~December~~a ~~2024~~substantial number of shares of our common stock in the public market, or the ~~Company~~perception ~~sold~~that athese ~~total~~sales ofmight ~~412~~occur,~~123~~ ~~newly~~could ~~issued~~depress ~~shares~~the market price of our common stock and could impair our ability to araise ~~total~~capital through the sale of ~~seven~~additional ~~investors~~equity ~~for~~securities. We aare ~~total~~unable to predict the effect that sales may have on the prevailing market price of ~~$410,000~~our common stock.

OnWe have ~~January~~never 15paid, ~~2025,~~and ~~the~~we ~~Company~~currently ~~sold~~do anot ~~total~~intend ~~of 30,303 newly issued shares of common stock~~ to apay ~~total of seven investors for a total of $50,000~~dividends.

~~Results~~We have ofnever ~~Operations~~declared ~~For~~or paid any cash dividends on our common stock. We currently intend to retain any future earnings to finance operations and to expand our business and, therefore, do not expect to pay any cash dividends in the ~~Years~~foreseeable ~~Ended~~future. ~~December~~As 31a result, ~~2024~~capital ~~and~~appreciation, ~~December~~if 31any, ~~2023~~of our common stock will be investors’ sole source of gain for the foreseeable future. In addition, Israeli law may limit our declaration or payment of dividends and may subject our dividends to Israeli withholding taxes.

~~Operating~~Risks Related ~~Expenses~~to Our Location and ~~Revenues~~Operations in Israel

~~Our current operating expenses consist of two components — research and development costs, net, and general and administrative costs.~~ We ~~have not generated revenues for the years~~ ~~ended~~are ~~December~~exposed ~~31,~~to ~~2024,~~fluctuations ~~and~~in ~~December~~currency ~~31,~~exchange ~~2023, respectively~~rates.

~~Research~~A major portion of our business is conducted, and ~~development~~a ~~costs~~material portion of our operating expenses is incurred, ~~net~~outside the United States, mainly in New Israeli Shekels (“NIS”). Therefore, we are exposed to currency exchange fluctuations in other currencies, particularly in NIS and the risks related thereto. Our primary expenses paid in NIS are employee salaries, fees for consultants and subcontractors and lease payments on our Israeli facilities. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. Thus, we are exposed to the risks that: (a) the NIS may appreciate relative to the dollar; (b) the NIS devalue relative to the dollar; (c) the inflation rate in Israel may exceed the rate of devaluation of the NIS; or (d) the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future.

Research and development costs, net for the year ended December 31, 2024, amounted to $319 thousand, compared to $329 thousand for the year ended December 31, 2023. The decrease is mainly due to a decrease in subcontractor costs, which amounted to $251 thousand during the year ended December 31, 2024, compared to $258 thousand during the year ended December 31, 2023. The decrease in research and development expenses was offset in part by a decrease in the grant received from by the Israeli Innovation Authority, which amounted to $58 thousand during the year ended December 31, 2024, compared to $77 thousand during the year ended December 31, 2023, and an increase in raw materials, which amounted to $39 thousand during the year ended December 31, 2024, compared to $2 thousand in the ended December 31, 2023. The increase in raw materials is due to the development of the pilot project.29

~~General~~Our headquarters, research and ~~administrative~~development ~~costs~~and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.

~~General~~We have ~~and~~offices ~~administrative~~in ~~costs~~Tel ~~for~~Aviv, ~~the~~Israel ~~year ended~~where ~~December~~our 31primary operations, ~~2024~~research and development, ~~amounted~~and tocertain ~~$458~~other ~~thousand~~finance activities are based. In addition, ~~compared~~all toof ~~$437~~our ~~thousand~~officers ~~for~~and ~~the~~directors ~~year~~are ~~ended~~residents ~~December~~of 31Israel. Accordingly, ~~2023.~~political, ~~The~~economic ~~increase~~and ismilitary ~~due~~conditions in Israel toand ~~increased~~the surrounding region may directly affect our business and ~~other~~operations. ~~operational~~Since ~~activity~~the inestablishment of the ~~Company~~State of Israel in 1948, ~~specifically~~a number ~~public~~of ~~company~~armed ~~expenses~~conflicts have taken place between Israel and its neighboring countries and terrorist organizations, including Iran, Hamas (an Islamist militia and political group in the Gaza strip) and Hezbollah (an Islamist militia and political group based in Lebanon).

27In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In January 2025, Israel and Hamas entered into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition.

~~Liquidity~~Since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and ~~Capital~~on ~~Resources~~other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in southern Lebanon.

AsIn addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of ~~December~~drones 31and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. In addition, ~~2024~~in response to ongoing Iranian aggression and ~~December~~support 31of proxy attacks against Israel, ~~2023~~on June 13, 2025, Israel conducted a series of preemptive defensive air strikes in Iran ~~the~~targeting ~~Company~~Iran’s ~~cash~~nuclear ~~balance~~program and military commanders. While a ceasefire was ~~$175~~reached ~~thousand~~in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and $8Israel ~~thousand~~launched coordinated military strikes against Iran, ~~respectively~~including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us.

~~As of December 31, 2024 and December 31, 2023, the Company’s total assets were $332 thousand and $223 thousand, respectively.~~30

AsIn connection with the Israeli security cabinet’s declaration of ~~December~~war 31against Hamas and possible hostilities with other organizations, several ~~2024~~hundred thousand Israeli military reservists were drafted to perform immediate military service, ~~the~~including ~~Company~~five ~~had~~full ~~total~~time ~~liabilities~~employees in Israel of ~~$945 thousand~~ours. ~~that~~Although ~~consisted~~many of ~~$328~~such ~~thousand~~military reservists have since been released, including all our employees, they may be called up for additional reserve duty, depending on developments in ~~accounts~~the ~~payable~~war in Gaza and along Israel’s other ~~current~~borders. ~~liabilities~~Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, ~~$172~~financial ~~thousand~~condition and results of operations. As of the date hereof, we have two senior management positions, who we engage in ~~payables~~part-time tocapacities, ~~related~~including ~~parties~~our chief executive officer who is engaged via a consulting agreement. In addition, we have eight ~~$32~~(8) ~~thousand~~employees working for us in ~~other~~full-time ~~non~~and part-~~current~~time ~~liabilities~~capacities in general and ~~$413~~administrative, ~~thousand~~financial inand ~~short~~accounting ~~term~~and ~~loans~~research and development functions. All of these individuals are located in Israel.

AsSince the ofwar ~~December~~broke 31out on October 7, 2023, ~~the~~our ~~Company~~operations ~~had~~have ~~total~~not been adversely affected by this situation, and we have not experienced ~~liabilities~~disruptions ofto ~~$397~~our ~~thousand~~business ~~that~~operations. ~~consisted~~As such, our product and business development activities remain on track. However, the intensity and duration of ~~$220~~the ~~thousand~~security situation in ~~accounts~~Israel ~~payable~~have ~~and~~been ~~other~~difficult ~~current~~to ~~liabilities~~predict, ~~$98~~as ~~thousand~~are inthe ~~payables~~economic implications on our business and tooperations ~~related~~and ~~parties,~~on ~~$49~~Israel’s ~~thousand~~economy in general. If the war extends for a long period of time or expands to other ~~non-current~~fronts, ~~liabilities~~such as Lebanon, Syria and ~~$30~~the ~~thousand~~West inBank, ~~short~~our ~~term~~operations ~~loans~~may be harmed.

AsParties with whom we do business have sometimes declined to travel to Israel during periods of ~~December~~heightened 31unrest or tension, ~~2024~~forcing ~~and~~us ~~2023~~to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the ~~Company~~political ~~had~~and asecurity situation ~~negative~~in ~~working~~Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated ~~capital~~to ofperform ~~$654~~their ~~thousand~~commitments ~~and~~under ~~$297~~those ~~thousand,~~agreements ~~respectively~~pursuant to force majeure provisions in such agreements.

~~The~~Our commercial ~~Company’s~~insurance ~~operating~~does ~~budget~~not ~~needs~~cover tolosses ~~include~~that ~~the~~may ~~planned~~occur ~~costs to~~as ~~operate~~a ~~its~~result ~~business,~~of ~~including~~events ~~amounts~~associated ~~required~~with towar ~~fund the working capital~~ and ~~capital expenditure~~terrorism. ~~The~~Although ~~Company’s future capital requirements and~~ the ~~adequacy of its available funds will depend on many factors, including the Company’s ability to successfully~~Israeli ~~commercialize~~government ~~its~~currently ~~products~~covers ~~and services, competing technological and market developments, and~~ the ~~need~~reinstatement tovalue ~~enter~~of ~~into~~direct ~~collaborations~~damages ~~with other~~that ~~companies~~are orcaused ~~acquire~~by ~~other~~terrorist ~~companies~~attacks or ~~technologies~~acts toof ~~enhance~~war, orwe ~~complement~~cannot assure ~~its~~you ~~product~~that ~~and~~this ~~service~~government ~~offerings.~~coverage ~~The~~will ~~Company may~~ be ~~unable~~maintained toor ~~raise~~that ~~sufficient additional capital when~~ it ~~needs~~will itsufficiently orcover ~~raise~~our ~~capital~~potential ~~on favorable terms~~damages. ~~Future~~Any ~~financing~~losses ~~may~~or ~~require the~~damages ~~Company~~incurred toby ~~pledge~~us ~~certain~~could ~~assets~~have ~~and~~a ~~enter~~material ~~into~~adverse ~~covenants~~effect ~~that~~on ~~could~~our ~~restrict certain~~ business. ~~activities~~Any orarmed ~~its~~conflicts ~~ability to incur further indebtedness and may contain other terms that are not favorable to its shareholders~~ or topolitical ~~the~~instability ~~Company.~~in If the ~~Company~~region ~~is unable to obtain~~would ~~adequate~~likely ~~funds~~negatively onaffect ~~reasonable~~business ~~terms,~~conditions itand ~~may~~could beharm ~~required~~our toresults ~~significantly~~of ~~curtail or discontinue~~ operations ~~or obtain funds by entering into financing agreements on unattractive terms~~.

~~Working~~Our operations ~~Capital~~may ~~and~~be ~~Cash~~disrupted ~~Flows~~as ~~(in~~a ~~thousands~~ result of ~~U.S.~~the ~~Dollars)~~obligation of management or key personnel to perform military service.

~~Working~~As of ~~Capital~~the date hereof, all of our officers and employees reside in Israel. Currently, all male adult citizens and permanent residents of Israel under the age of 40 (or older, depending on their position with the Israeli Defense Forces reserves), unless exempt, are obligated to perform military reserve duty annually and are subject to being called to active duty at any time under emergency circumstances. Our operations could be disrupted by the absence for a significant period of one or more of our key officers and employees due to military service. Any such disruption could have a material adverse effect on our business, results of operations and financial condition.

	December 31,			December 31,
	2024			2023
Current Assets	$	259		$	51
Current Liabilities		913			348
Working Capital (deficit)	$	(654	)	$	(297	)

~~Cash~~ITEM 1B. ~~Flows~~UNRESOLVED STAFF COMMENTS

	December 31,			December 31,
	2024			2023
Cash flows used in operating activities	$	(610	)	$	(643	)
Cash flows used in investing activities		-			3
Cash flows from financing activities		777			621
Net increase (decrease) in cash during the year		167			(19	)

None.

~~Cash~~ITEM ~~Flows~~1C. ~~from Operating Activities~~CYBERSECURITY

~~During~~Risk ~~the~~management ~~year~~and ended December 31, 2024, we had negative cash flow from operations of $610 thousand compared to a negative cashflow of $643 thousand for the year ended December 31, 2023, which resulted mainly from the net loss for the year.strategy

~~Cash~~ ~~Flows~~We ~~from~~are ~~Investing~~in ~~Activities~~the process of developing a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles. Following the completion of the development of our cybersecurity risk management program, the cybersecurity process will be integrated into our overall risk management system and process, and, initially, will be solely internally managed. Management is responsible for identifying risks that threaten achievement of the control activities stated in the management’s description of the services organizations systems. Management has started to implement a process for identifying relevant risks that could affect the organization’s ability to provide secure and reliable service to its users. The risk assessment will occur annually, or as business needs change, and covers identification of risks that could act against the company’s objectives as well as specific risks related to a compromise to the security of data. Most of the information generated and collected by us is stored and maintained by third-party vendors and service providers. We believe that each of these providers has its own cybersecurity protocols to which our management believes to be adequate for protecting our files in their possession. For more information about these risks, please see “Item 1.A – Risk Factors – Risks Related to Our Business and Industry – Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.” in this annual report.

~~During the year ended December 31, 2024, we had nil cashflow from investing activities, compared to a positive cashflow of $3 thousand for the year ended December 31, 2023.~~Governance

28Our Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees cybersecurity risk strategy and governance and other information technology risks. Our Chief Executive Officer and Chief Financial Officer are responsible for assessing and managing cybersecurity risk, and providing briefings regarding the assessment and management of such risk to the Board of Directors. Although our senior management do not have direct cybersecurity expertise obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with a third party information technology expert referred to below, enables them to effectively assess and manage material risks from cybersecurity threats.

~~Cash~~ ~~Flows~~The Company retained an information technology expert third party company to assist in managing relevant risks. In particular, the Company outsources its information technology function and monitoring to a third party provider whereby it benefits from ~~Financing~~a ~~Activities~~professionally managed network monitoring, management, maintenance, detection and response system and a 24/7 security operations center with both onsite and remote support services. Any cybersecurity incident would be reported to the Company promptly by our third party consultant and material and potentially material incidents would be assessed by management and the Board of Directors for remediation and future prevention and detection.

During the year ended December 31, 2024, we had a positive cash flow from financing activities of $777 thousand, compared to a positive cashflow of $621 thousand for the year ended December 31, 2023. Cash flows in 2024 were primarily from an issuance of common stock in the amount of $410 thousand and receipt of short-term loans in the amount of $367 thousand. Cash flows in 2023 were primarily from a private placement of common stock in the amount of $501 thousand and the exercise of stock options in the amount of $91 thousand.32

~~Critical~~The ~~Accounting~~Company, ~~Estimates~~at least annually, updates its policies or procedures that could help mitigate cybersecurity risks. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

~~The~~ ~~preparation~~As of ~~financial~~the ~~statements~~date inof ~~conformity~~this ~~with~~report, ~~GAAP~~we ~~requires management~~are tonot ~~make~~aware ~~estimates~~of ~~and~~any ~~assumptions~~material ~~that~~risks ~~affect~~from ~~reported~~cybersecurity ~~amounts~~threats ~~and disclosures. It is reasonably possible~~ that ~~actual experience could differ from the estimates and assumptions utilized which could~~ have amaterially ~~material~~affected ~~impact~~or onare ~~the~~reasonably ~~financial~~likely ~~statements.~~to ~~The~~materially ~~following is~~affect aus, ~~summary~~including of our ~~significant~~business ~~accounting estimates~~strategy, ~~and~~results ~~critical~~of ~~issues~~operations ~~that~~or ~~impact~~financial ~~them:~~condition.

~~Accounting~~ITEM 2. ~~for stock-based compensation~~PROPERTIES

~~We grant equity-based awards under share-based~~The ~~compensation~~Company ~~plans.~~neither Werents ~~estimate~~nor ~~the~~owns ~~fair~~any ~~value of share-based payment awards using the Black-Scholes option valuation model~~properties. The ~~Black-Scholes option~~Company ~~valuation~~currently ~~model~~utilizes ~~requires~~(i) the ~~input~~office ofspace ~~subjective assumptions, including price volatility~~ of ~~the~~certain ~~underlying~~shareholders ~~stock,~~in ~~risk-free~~Tel ~~interest rate~~Aviv, Israel ~~dividend yield,~~ and ~~expected~~(ii) ~~life~~a ofsmall ~~the~~laboratory ~~option.~~for ~~Because~~research ~~the~~and ~~Company~~development ~~did~~purposes, ~~not~~owned ~~have~~by aour ~~trading~~CEO ~~history~~in ofKadima, ~~its~~Israel ~~common stock~~6095216, ~~the~~each ~~expected volatility~~at ~~was~~no ~~derived~~cost. In ~~from~~addition, ~~the average stock volatilities of similar public companies within the Company’s industry that~~ we ~~considered to~~also belease ~~comparable~~additional tooffice ~~our~~space ~~business~~in ~~over~~Tel aAviv, ~~period~~Israel. ~~equivalent~~Given to the ~~expected~~limited ~~term~~need of the ~~stock~~Company, ~~option~~management ~~and~~believes ~~warrants granted. Changes in assumptions~~that ~~used under~~ the ~~Black-Scholes~~office ~~option~~spaces ~~valuation~~and ~~model~~laboratory ~~could~~are ~~materially~~more ~~affect~~than ~~our~~suitable ~~net loss~~ and ~~net~~adequate ~~loss~~for ~~per~~the ~~share~~Company’s needs.

~~Off-Balance~~In January ~~Sheet~~2025, ~~Arrangements~~we started to rent an office, lab and assembly and integration area in an innovation and startup hub located in “The Rupin Technological Campus” about 40km north of Tel Aviv. The monthly rental fee is 4,000 NIS (approx. $1,100). The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

~~We have not entered into any off-balance sheet~~In ~~arrangements~~September ~~that~~1, ~~have~~2025, orwe ~~are~~started ~~reasonably likely~~ to ~~have~~rent aadditional ~~current~~office orspace ~~future~~at ~~effect~~Nechoshet on10 ~~our~~St., ~~financial~~Tel ~~condition~~Aviv, ~~changes~~Israel. inThe ~~financial~~monthly ~~condition, revenues~~rental orfee ~~expenses~~is 13,000 NIS ~~results~~(approximately ~~of operations~~3,600) ~~liquidity,~~per ~~capital~~month. ~~expenditures~~The orlease ~~capital~~term ~~resources~~requires ~~and~~only ~~would~~2 bemonth ~~considered~~termination ~~material to investors~~notice.

~~Default~~ITEM 3. onLEGAL ~~Notes~~PROCEEDINGS

~~There~~We are not a party to any legal proceedings, nor are ~~currently~~we noaware ~~notes~~of inany ~~default~~threatened litigation.

~~Other~~ITEM 4. ~~Contractual~~MINE ~~Obligations~~SAFETY DISCLOSURES

~~As of December 31, 2024, we did~~Not ~~not have any contractual obligations~~applicable.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~33

~~As a “smaller reporting company” as~~PART ~~defined by Item 10 of Regulation S-K, we are not required to provide this information.~~II

29ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Market Information

~~CHARGING~~Our common ~~ROBOTICS~~stock, ~~INC~~par value $0.0001 per share, is listed for quotation on the OTCID under the ticker symbol “CHEV.”

~~CONSOLIDATED FINANCIAL STATEMENTS~~Record Holders

ASAs OFof ~~DECEMBER~~March 3119, ~~2024~~2026, we had 367 shareholders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

~~U.S. DOLLARS IN THOUSANDS~~Dividend Policy

~~INDEX~~We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our Board of Directors deems relevant.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1197)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Comprehensive Loss	F-4
Consolidated Statements of Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

Securities Authorized for Issuance under Equity Compensation Plans

FInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, of this Annual Report on Form 10-1K.

~~REPORT~~Recent Sales OFof ~~INDEPENDENT~~Unregistered ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Securities

ToWe sold the ~~stockholders~~securities ~~and~~described below within the ~~Board~~past ofthree ~~Directors~~years ofwhich ~~Charging~~were ~~Robotics Inc~~not registered under the Securities Act.

~~Opinion~~On March 28, 2023, the Company entered into a Securities Exchange Agreement with the stockholders of CR Israel. Pursuant to the agreement, at the closing, which occurred on April 7, 2023, the ~~Financial~~Company ~~Statements~~acquired 100% of the issued and outstanding stock of CR Israel, in exchange for the issuance of a total of 6,146,188 shares of the Company’s common stock and warrants to purchase an additional 6,150,000 shares.

~~We have audited the accompanying consolidated balance sheets of Charging~~On ~~Robotics~~April ~~Inc. and subsidiaries (the "Company") as of December 31~~6, ~~2024 and~~ 2023, the ~~related~~Company ~~consolidated~~issued ~~statements~~a oftotal ~~comprehensive loss, changes in stockholders' deficit, and cash flows, for each~~ of ~~the two years in the period ended December 31~~ 910,000 common ~~2024,~~stock ~~and the related notes (collectively referred~~ to asthree ~~the~~investors "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~total ~~years~~amount ~~in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States~~ of ~~America~~$501 thousand.

~~Going~~On June ~~Concern~~20, 2024, the Company issued 122,831 warrants to Automax Motors Ltd. with an exercise price of $12.82 in exchange for services received.

~~The accompanying financial statements have been prepared assuming that~~In ~~the~~December ~~Company will continue as a going concern. As discussed in Note 1 to the financial statements~~2024, the Company’s ~~substantial~~issued 412,123 shares ~~operating losses and lack~~ of ~~sufficient~~common ~~resources~~stock ~~raise~~in ~~substantial doubt about its ability to continue as~~ a ~~going~~private ~~concern.~~placement ~~Management’s~~offering ~~plans concerning~~for ~~these~~aggregate ~~matters~~gross ~~are also described in Note 1 to the financial statements. The financial statements do not include any adjustments~~proceeds ~~that might result from the outcome~~ of ~~these~~approximately ~~uncertainties~~$410 thousand.

~~Basis~~In January and March 2025, the Company issued a total of 185,211 shares of common stock (including 111,688 finders’ fees shares) in a private placement offering for ~~Opinion~~aggregate gross proceeds of $306 thousand.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.34

WeOn June ~~conducted~~8, ~~our~~2025, ~~audits~~the inCompany ~~accordance~~entered ~~with~~into ~~the~~facility ~~standards~~agreements offor ~~the~~up ~~PCAOB~~to $3. ~~Those~~0 ~~standards~~million ~~require~~credit ~~that~~facility wecertain ~~plan~~lenders. ~~and~~As ~~perform~~part of the ~~audit~~facility agreements, tothe ~~obtain~~Company ~~reasonable~~issued ~~assurance~~warrants ~~about~~to ~~whether~~ the ~~financial~~lenders ~~statements~~to ~~are~~purchase ~~free of~~an ~~material~~aggregate ~~misstatement~~of 200,000 ~~whether~~shares ~~due~~of tothe ~~error~~Company’s orcommon ~~fraud.~~stock, representing ~~The~~an ~~Company~~aggregate isexercise ~~not~~amount ~~required~~of to$3.0 ~~have~~million, ~~nor~~with ~~were~~a weper ~~engaged~~share toexercise ~~perform,~~price ~~an audit~~ of ~~its~~$15.00, ~~internal~~subject ~~control~~to ~~over~~certain ~~financial~~beneficial ~~reporting.~~ownership limitations, Asanti-dilution ~~part~~protection ofand ~~our~~price ~~audits,~~adjustments weset ~~are~~forth ~~required~~therein. toThe ~~obtain~~warrants anbecame ~~understanding~~exercisable ofon ~~internal~~the ~~control~~effectiveness date ~~over~~of ~~financial~~an ~~reporting~~uplisting ~~but~~of ~~not for~~ the ~~purpose~~Company’s shares of ~~expressing~~common anstock ~~opinion~~to ona ~~the~~national ~~effectiveness~~securities ofexchange (the ~~Company’s~~“Uplist ~~internal~~Date”) ~~control~~and have ~~over~~a ~~financial~~term ~~reporting.~~of ~~Accordingly,~~5 weyears ~~express~~from nothe ~~such~~Uplist ~~opinion~~Date.

~~Our~~On ~~audits~~June ~~included~~24, ~~performing~~2025, ~~procedures~~the toCompany ~~assess~~entered ~~the~~into ~~risks~~a ~~of material~~securities ~~misstatement~~exchange ofagreement, or the ~~financial~~Securities ~~statements~~Exchange Agreement, ~~whether~~with ~~due~~Revoltz toand ~~error~~three orRevoltz ~~fraud~~Shareholders, ~~and~~pursuant ~~performing~~to ~~procedures~~which ~~that~~the ~~respond~~Company issued to ~~those~~the ~~risks~~Revoltz Shareholders an aggregate of 12.3% ~~Such~~of ~~procedures included~~its ~~examining,~~issued and outstanding capital stock on a ~~test~~pro ~~basis,~~rata ~~evidence~~and ~~regarding~~post-closing ~~the~~basis, ~~amounts~~equal to ~~and~~1,385,002 ~~disclosures~~shares inof the ~~financial~~Company’s ~~statements.~~common ~~Our~~stock, ~~audits~~in ~~also~~exchange ~~included evaluating~~for ~~the~~32.74% ~~accounting~~of ~~principles~~Revoltz’s ~~used~~issued and ~~significant~~outstanding ~~estimates~~share ~~made~~capital on bya ~~management,~~fully asdiluted ~~well~~and aspost-closing ~~evaluating~~basis, ~~the~~equal ~~overall~~to ~~presentation of~~37,476 ~~the~~Revoltz ~~financial~~ordinary ~~statements~~shares. WeThe ~~believe~~transactions ~~that~~contemplated ~~our~~by ~~audits~~the ~~provide~~Securities aExchange Agreement ~~reasonable~~closed ~~basis~~on ~~for~~June ~~our~~26, ~~opinion~~2025.

~~/s/~~On March ~~Brightman~~4, ~~Almagor~~2026, ~~Zohar~~we &entered Cointo a definitive securities purchase agreement with certain accredited investors pursuant to which we agreed to sell and issue in a private placement, or the March 2026 Private Placement, an aggregate of 500,000 shares of our common stock, or the PIPE Shares, or pre-funded warrants to purchase shares of common stock, or the PIPE Pre-Funded Warrants, in lieu of the PIPE Shares at a purchase price of $4.00 per PIPE Share and $3.9999 per PIPE Pre-Funded Warrant. The March 2026 Private Placement and the issuance of the PIPE Shares and PIPE Pre-Funded Warrants is expected to close on the effectiveness date of an uplisting of our shares of common stock to a national securities exchange.

~~Brightman~~We believe ~~Almagor~~that ~~Zohar~~the &offers, ~~Co.~~sales and issuances of the securities described in the preceding paragraphs were exempt from registration either ~~Certified~~(a) ~~Public~~under ~~Accountants~~Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder (including Regulation D and Rule A506), ~~Firm~~in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2) or (b) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the ~~Deloitte~~United ~~Global~~States ~~Network~~and no directed selling efforts were made in the United States.

~~Tel~~Purchases of ~~Aviv,~~Equity ~~Israel April~~Securities ~~15,~~by ~~2025~~the Issuer and Affiliated Purchasers

We did ~~have~~not ~~served~~repurchase asany of our equity securities during the ~~Company's~~year ~~auditor~~ended ~~since~~December 31, 2025.

~~F-2~~ITEM 6. [Reserved]

~~CHARGING~~As a ~~ROBOTICS~~“smaller ~~INC~~reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

~~CONSOLIDATED BALANCE SHEETS~~35

UITEM 7. MANAGEMENT’S. ~~dollars~~DISCUSSION inAND ~~thousands,~~ANALYSIS ~~except~~OF ~~share~~FINANCIAL ~~and per~~CONDITIONS ~~share~~AND ~~data~~RESULT OF OPERATIONS

	December 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash	$	175		$	8
Other accounts receivable		20			43
Loan to an affiliate (Note 3b)		64			-
Total current assets		259			51
Non-current assets:
Investment in an affiliate (Note 3c)		73			110
Loan to an affiliate (Note 3b)		-			62
Total non-current assets		73			172
TOTAL ASSETS	$	332		$	223
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	81		$	104
Other current liabilities		247			116
Short term loans		413			30
Payables to related parties (Note 4)		172			98
Total current liabilities		913			348
Non-current liabilities:
Other non-current liabilities	$	32		$	49
Total liabilities	$	945		$	397
Stockholders’ deficit (Note 5):
Preferred shares, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, par value $0.0001, 2,990,000,000 shares authorized, 9,564,351 shares issued and outstanding as of December 31, 2024 and 9,152,228 shares issued and outstanding as of December 31, 2023		1			1
Additional paid-in capital		2,324			1,918
Accumulated other comprehensive loss		(30	)		(27	)
Accumulated deficit		(2,908	)		(2,066	)
Total stockholders’ deficit		(613	)		(174	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	332		$	223

You should read the following discussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. You should review the sections titled “Summary Risk Factors” and Part I, Item 1A. “Risk Factors” in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described below.

~~The accompanying notes are an integral part of these consolidated financial statements.~~Overview

FCharging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (EVs) in robotic parking systems. The Company believes that this technology addresses a significant need, as cable-3based charging systems are not feasible in these types of parking systems

~~CHARGING~~Our wholly-owned ~~ROBOTICS~~subsidiary, ~~INC~~Charging Robotics Ltd., was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless EV charging technology. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotics and stationary platforms. The robotic platform will include a component which is small enough to fit under the vehicle, and which will automatically position itself for maximum-efficiency charging, and upon charging completion will automatically return to its docking station or to charge the next vehicle.

~~CONSOLIDATED~~Our current ~~STATEMENTS~~product, OFfor ~~COMPREHENSIVE~~which ~~LOSS~~we have received initial orders from 3 different Automatic Parking Facilities (APS) suppliers, is a system for wireless charging of EV in APSs. We believe that this product solves a big problem inherent to APS. Since the parking area is not accessible, the driver cannot connect a charging cable when the car is parked in its final position. Upon arrival at the APS, the driver parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS when the driver wants to leave the parking. When a driver parks the EV on this plate, they connect a regular charging cable between the EV charging port and a socket installed on the plate. We pre install a wireless electricity receiver on this plate and a wireless electricity transmitter in the final parking position. As the plate and the EV arrive at the final parking position, the system senses the transmitter and receiver are in proximity and the charging process begins. The electricity is transmitted between the building and the plate in a wireless manner – over a distance of about 40mm. The entire process is automatic. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists of a receiving coil and supporting electronics and a socket where the driver connects a cable to the charging socket of the EV. The system’s transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates the charging process using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers cannot enter and manually connect a plug. We have received orders for this system from 3 different customers, all APS providers in Israel. These customers include Electra parking solutions, Parkomot and Parking Design. Electra placed an order for 2 systems (each consists of 1 transmitter and 1 receiver) which will be installed in 2 parking locations, Parkomot for 1 system and parking design for 12 systems. One of the Electra systems has been installed in a robotic (automatic) parking system in Tel Aviv. The system started initial testing and additional tests will be done once the parking facility is complete and can accommodate electric vehicles. We are waiting for the parking facility to be ready to accommodate vehicles. This is required in order to complete the testing of our system. In parallel, we have used the time to conduct tests of the system in our laboratory and gain more experience and reduce risks by conducting in-house testing of our system. The Parkomot system is expected to be installed by the end of 2026. The system ASP (average selling price) is about $3,000 US. Since our product is installed in a parking facility, which is a part of a large infrastructure project, we are dependent upon completion of all buildings and the parking facilities before we can complete the installation of our system.

~~U.S. dollars in thousands, except share and per share data~~36

	Year ended December 31,
	2024			2023
Research and development costs, net	$	319		$	329
General and administrative costs		458			437
Total operating expenses		777			766
Operating loss	$	(777	)	$	(766	)
Financial expenses		(29	)		(11	)
Equity in losses from investment in affiliate		(36	)		(27	)
Net loss	$	(842	)	$	(804	)
Other comprehensive loss:
Foreign currency translation adjustments		(3	)		(15	)
Total comprehensive loss	$	(845	)	$	(819	)
Basic and diluted loss per common stock	$	(0.09	)	$	(0.10	)
Weighted average common stock outstanding		9,157,398			7,807,370

Recent Developments

~~The accompanying notes are an integral part of~~Private ~~these consolidated financial statements.~~Placements

~~F-4~~During the year ended December 31, 2025, the Company issued a total of 185,211 newly issued shares of common stock in a private placement offering total proceeds of $306 thousand. The Company also issued 111,688 shares as finders’ fees for past private placement offerings.

~~CHARGING ROBOTICS INC.~~Credit Facility

~~CONSOLIDATED~~On June ~~STATEMENTS~~8, OF2025, ~~STOCKHOLDERS’~~the Company entered into facility agreements for up to $3.0 million (the “Facility Loan Amount”) credit facility ~~DEFICIT~~(the “Credit Facility”) with certain lenders (the “Lenders” and the “Facility Agreement”, respectively).

~~For~~The Company may draw down the ~~Years~~Facility ~~Ended~~Loan ~~December~~Amount 31from time to time, ~~2024~~in whole or in part, upon the Company’s request, from the period beginning on the effectiveness date of an uplisting of the Company’s shares of common stock to a national securities exchange (the “Uplist Date”), unless otherwise agreed to by the Lenders to permit a drawdown prior to the Uplist Date, and ending on the ~~2023~~earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million.

~~U.S.~~The principal ~~dollars~~portion of the Facility Loan Amount shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in ~~thousands,~~an ~~except~~aggregate ~~share~~amount ~~and~~of at least $3.0 million (the “Principal Repayment Date”). The Credit Facility will accrue interest at a rate of 12% per ~~share~~annum ~~data~~(the “Facility Interest”). Facility Interest accrued as of the Principal Repayment Date shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $5.0 million.

	Common stock					Additional Paid in			Accumulated other comprehensive			Accumulated			Total Shareholders’
	Number		Amount			Capital			loss			Deficit			Equity
Balance as of January 1, 2023		4,311,309	$	1		$	831		$	(12	)	$	(1,262	)	$	(442	)
Exercise of stock options		628,045		(*	)		91			-			-			91
Stock-based compensation		-		-			10			-			-			10
Issuance of common stock upon conversion of loan		1,206,834		(*	)		509			-			-			509
Effect of reverse recapitalization		2,096,040		(*	)		(24	)		-			-			(24	)
Issuance of common stock in a private placement offering		910,000		(*	)		501			-			-			501
Total comprehensive loss		-		-			-			(15	)		(804	)		(819	)
Balance as of December 31, 2023		9,152,228	$	1		$	1,918		$	(27	)	$	(2,066	)	$	(174	)

As of December 31, 2025, the Company drew down $638 thousand from the Facility Loan Agreements.

	Common stock					Additional Paid in			Accumulated other comprehensive			Accumulated			Total Shareholders’
	Number (**)		Amount			capital			loss			Deficit			Deficit
Balance as of January 1, 2024		9,152,228	$	1		$	1,918		$	(27	)		(2,066	)	$	(174	)
Stock-based compensation		-		-			(4	)		-			-			(4	)
Issuance of common stock in a private placement offering		412,123		(*	)		410			-			-			410
Total comprehensive loss		-		-			-			(3	)		(842	)		(845	)
Balance as of December 31, 2024		9,564,351	$	1		$	2,324		$	(30	)		(2,908	)	$	(613	)

As part of the Facility Agreement, the Company issued warrants (the “Facility Warrants”) to the Lenders to purchase an aggregate of 200,000 shares of the Company’s common stock, representing an aggregate exercise amount of $3.0 million, with a per share exercise price of $15.00, subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein. The Facility Warrants will be exercisable on the Uplist Date and will have a term of 5 years from the Uplist Date.

~~(*)~~Securities Exchange ~~Less than $1 thousand.~~Agreement

~~(**)~~ On ~~August~~June 2824, ~~2023~~2025, the Company ~~amended~~entered ~~and~~into ~~restated~~the Exchange ~~its~~Agreement ~~Certificate~~with ofRevoltz ~~Incorporation~~and three Revoltz Shareholders, pursuant to ~~effect~~which athe 1Company ~~for~~issued ~~150~~to ~~Reverse~~the ~~Stock~~Revoltz ~~Split~~Shareholders an aggregate of 12.3% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of the Company’s common stock, ~~effective~~in ~~April~~exchange ~~24,~~for ~~2024~~32.74% ~~Consequently,~~of ~~all~~Revoltz’s issued and outstanding share ~~numbers~~capital on a fully diluted and post-closing basis, equal ~~share~~to ~~prices~~37,476 ~~and~~Revoltz ~~exercise~~ordinary ~~prices~~shares. ~~have~~The ~~been~~Acquisition ~~retroactively~~closed ~~adjusted~~on June 26, and resulted in ~~these~~Revoltz becoming a majority-owned subsidiary of the Company. Revoltz was consolidated into the Company’s financial statements ~~for~~as ~~all~~of ~~periods~~June ~~presented~~24, 2025.

~~The accompanying notes are an integral part of~~Private ~~these consolidated financial statements.~~Placement

FOn March 4, 2026, we entered into a definitive securities purchase agreement, or the March 2026 Purchase Agreement, with certain accredited investors pursuant to which we agreed to sell and issue in a private placement, or the March 2026 Private Placement, an aggregate of 500,000 shares of our common stock, or the PIPE Shares, or pre-5funded warrants to purchase shares of common stock, or the PIPE Pre-Funded Warrants, in lieu of the PIPE Shares at a purchase price of $4.00 per PIPE Share and $3.9999 per PIPE Pre-Funded Warrant.

~~CHARGING~~The ~~ROBOTICS~~March ~~INC~~2026 Private Placement and the issuance of the PIPE Shares and PIPE Pre-Funded Warrants is expected to close on the Uplist Date. Aggregate gross proceeds to in respect of the March 2026 Private Placement are expected to be approximately $2.0 million, before deducting other offering expenses payable by us.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~37

~~For~~The PIPE 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 ~~Years~~PIPE ~~Ended~~Pre-Funded ~~December~~Warrants ~~31,~~will ~~2024~~not have the right to exercise any portion of its PIPE Pre-Funded Warrants if the holder (together with such holder’s affiliates, and ~~2023~~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 our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise.

In connection with the March 2026 Purchase Agreement, we entered into a registration rights agreement, or the Registration Rights Agreement, with the investors. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement, or the Resale Registration Statement, with the SEC to register for resale the PIPE Shares and the shares of common stock issuable upon exercise of the PIPE Pre-Funded Warrants within thirty (30) calendar days after the closing date of the March 2026 Private Placement, or the Filing Date, and to have such Resale Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Resale Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the Resale Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. ~~dollars~~federal government or the SEC, the Resale Registration Statement cannot be declared effective, we shall not be deemed to be in ~~thousands~~breach of the Registration Rights Agreement for failure to cause such Resale Registration Statement to be declared effective during such period.

	For the year ended
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(842	)	$	(804	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense (income)		(5	)		10
Equity in losses from investment in affiliate		36			27
Non-cash interest expenses		13			(4	)
Changes in operating assets and liabilities:
Decrease in other accounts receivable		23			28
Increase in payables to related parties		74			52
Decrease in other non-current liabilities		(17	)		-
Decrease in accounts payable		(23	)		(69	)
Increase in other current liabilities		131			116
Net cash used in operating activities		(610	)		(644	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in the reverse recapitalization		-			3
Net cash provided by investing activities		-			3
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in a private placement offering		410			501
Proceeds from exercise of stock options		-			91
Proceeds from short term loans		367			30
Net cash provided by financing activities		777			622
Net increase (decrease) in cash		167			(19	)
Cash at beginning of year		8			27
Cash at end of year	$	175		$	8
NON-CASH FINANCING AND INVESTING ACTIVITIES
Effect of reverse recapitalization:
Increase in accounts payable		-			67
Decrease in payables to related parties		-			40
Decrease in additional paid in capital		-			24
Issuance of common stock upon conversion of loan	$	-		$	509

Milestone Warrants

~~The~~On ~~accompanying~~March ~~notes~~28, ~~are~~2023, anwe ~~integral~~entered into ~~part~~a securities exchange agreement (the “Acquisition Agreement”) with the stockholders of CR Ltd. Pursuant to the Acquisition ~~these~~Agreement, ~~consolidated~~at ~~financial~~the ~~statements~~closing, which occurred on April 7, 2023, we acquired 100% of the issued and outstanding stock of CR Ltd., making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of common stock to the former shareholders of CR Ltd.

F-Pursuant to the Acquisition Agreement, we agreed to issue to the former shareholders of CR Ltd. warrants to purchase 6,150,000 shares of common stock (the “Milestone Warrants”), which such Milestone Warrants are issuable upon our achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as set forth below:

~~CHARGING~~(i) ~~ROBOTICS~~A ~~INC~~demonstration of wireless charging system capable of charging electric vehicle located inside an automated parking system. (ii) Conditional Purchase Order for first system for automatic car parks. (iii) Commercial agreement for pilot with an organization which was approved by the Company’s board –.

~~NOTES~~On TOMarch ~~THE~~23, ~~CONSOLIDATED~~2026, ~~FINANCIAL~~we ~~STATEMENTS~~entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants pursuant to which the holders of the Milestone Warrants extended the deadline for achieving the Earn Out Milestones to December 31, 2026 and amended the first milestone set forth above, which was previously “In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025”.

~~For~~Following the ~~Years~~achievement ~~Ended~~of ~~December~~all 31of the Earn Out Milestones, ~~2024~~the ~~and~~Milestone Warrants will become immediately exercisable on the Uplist ~~2023~~Date at an exercise price of $0.01 per share and will expire the date sixty (60) months after the Uplist Date.

~~U.S.~~Results of ~~dollars~~Operations inFor ~~thousands~~the ~~except~~Years ~~share~~Ended December 31, 2025 and ~~per share~~December ~~data~~31, 2024

~~NOTE~~Operating Expenses 1and ~~– GENERAL~~Revenues

A.Our current ~~Charging~~operating ~~Robotics~~expenses ~~Inc.~~consist ~~(the~~of ~~“Company”)~~two ~~was~~components ~~incorporated~~— inresearch ~~the~~and ~~State~~development ofcosts, ~~Delaware~~net, onand ~~March~~general ~~25,~~and ~~2008~~administrative costs. We Onhave ~~April~~not ~~23,~~generated ~~2024,~~revenues for the ~~Company~~years ~~changed~~ended ~~its~~December ~~name~~31, to2025, ~~Charging~~and ~~Robotics~~December ~~Inc.~~31, ~~from Fuel Doctor Holdings~~2024, ~~Inc~~respectively.

B. On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“CR Ltd.”). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023 (the “Closing”), the Company acquired 100% of the issued Research and ~~outstanding~~development ~~stock of CR Ltd. (the “Acquisition”)~~costs, ~~making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of common stock to the former shareholders of CR Ltd.~~net

~~The transactions arising from the Acquisition~~Research ~~Agreement~~and ~~were~~development ~~accounted~~costs, net for ~~as a reverse recapitalization. CR Ltd. was determined to be~~ the ~~“accounting~~year ~~acquirer”~~ended inDecember ~~the reverse recapitalization because (1) the former shareholders of CR Ltd.~~31, ~~as a group~~2025, ~~received~~amounted ~~the~~to ~~largest~~$652 ~~ownership interest in the Company~~thousand, ~~based~~ ~~upon~~compared ~~the~~to ~~6,146,188~~$319 ~~shares~~thousand offor ~~common stock issued at~~ the ~~Closing,~~year ~~and~~ended December ~~the 6~~31,~~150,000~~ ~~warrants~~2024. ~~exercisable~~The atincrease ~~par,~~is ~~and~~mainly ~~(2)~~due ~~most~~to ~~significantly,~~ the ~~fact~~increase ~~that~~in ~~the~~expenses ~~Acquisition~~resulting ~~Agreement~~from ~~expressly~~the ~~provided~~consolidation ~~that~~of aRevoltz ~~majority~~into of the Company’s financial ~~board~~statements offollowing ~~directors will be appointed by~~ the ~~former~~Acquisition ~~shareholders~~and ofalso CRdue ~~Ltd.~~to ~~The~~increase ~~Company's~~in ~~financial~~amortization ~~statements~~of ~~represent~~technology ain ~~continuation of~~ the ~~financial~~amount ~~statements~~ of CR$303 ~~Ltd.~~thousand ~~with~~for the ~~acquisition~~year ofended ~~Fuel Doctor Holding Inc~~2025.~~’s net assets.~~

~~CR Ltd. was formed in February 2021,~~General as an Israeli corporation, with the main goal of developing an innovative wireless electric vehicles (EV) charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer electricity wirelessly. This module can be used for various products such as robotic and ~~stationary~~administrative platforms. The robotic platform includes a component which is small enough to fit under the vehicle, and which automatically positions itself for maximum-efficiency charging, and upon charging completion automatically returns to its docking station. CR Israel also developed a Wireless EV Charging System for automatic parking lots based on our wireless electricity transfer module.costs

C.General Onand ~~April~~administrative 6costs for the year ended December 31, ~~2023~~2025, ~~the~~amounted ~~Company~~to ~~issued~~$1,245 athousand, ~~total~~compared ofto ~~910~~$458 thousand for the year ended December 31,~~000~~ ~~newly~~2024. ~~issued~~The ~~shares~~increase ofis mainly ~~common~~due ~~stock~~to higher consulting, audit and legal expenses in aconnection ~~private~~with ~~placement~~the ~~offering~~proposed ~~for~~uplisting ~~total~~of ~~proceeds~~the Company’s shares of ~~$501~~common stock to the Nasdaq Capital Market.

D. On November 22, 2023, the Company announced that CR Ltd. received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project to include installing and demonstrating its solution for wireless charging of EVs in automated parking systems (“APS”). The total approved budget for this project was approximately $445 thousand, of which the IIA would finance 50%. The Company is now engaged in the pilot project to implement the solution in an APS in Tel Aviv. As of December 31, 2024, CR Israel received a total of $135 thousand from the IIA.Other income

FThe other income of $1,287 as of December 31, 2025, represents the pre-7tax gain recognized from the remeasurement at fair value of a pre-existing equity investment in Revoltz made by the Company’s wholly-owned subsidiary, Charging Robotics Ltd. This remeasurement occurred as part of the business combination achieved in stages.

~~CHARGING ROBOTICS INC.~~38

~~NOTES~~Liquidity and TOCapital ~~THE CONSOLIDATED FINANCIAL STATEMENTS~~Resources

~~For~~Since our ~~the~~inception, ~~Years~~we ~~Ended~~have ~~December~~funded ~~31,~~our ~~2024~~operations primarily through private offerings of debt and ~~2023~~ equity in Israel and in the U.S.

~~U.S.~~As of ~~dollars~~December in31, ~~thousands~~2025 ~~except~~and ~~share~~December 31, 2024, the Company’s cash balance was $58 thousand and ~~per share~~$175 ~~data~~thousand, respectively.

~~NOTE~~As of 1December –31, ~~GENERAL~~2025 ~~(Continued)~~and December 31, 2024, the Company’s total assets were $9,055 thousand and $332 thousand, respectively.

E.As Onof ~~August~~December 2831, ~~2023~~2025, the Company ~~filed~~had antotal liabilities ~~amended and restated certificate~~ of ~~incorporation~~$3,911 ~~(the~~thousand ~~“Amended~~that ~~and~~consisted ~~Restated Certificate~~ of ~~Incorporation”),~~$935 tothousand ~~(i)~~in ~~change~~accounts ~~its~~payable ~~name to Charging Robotics Inc. (the “Name Change”);~~ and ~~(ii)~~other ~~effect~~current aliabilities, ~~one-for-one~~$141 ~~hundred~~thousand ~~fifty~~in ~~reverse~~payables to ~~stock~~related ~~split~~parties, ~~(the~~$36 ~~“Reverse~~thousand ~~Stock~~in ~~Split”)~~other ofnon-current ~~its~~liabilities, ~~outstanding shares of common stock. Consequently~~$1,604 ~~all~~thousand ~~share~~in ~~numbers,~~deferred ~~share~~tax ~~prices,~~liability and ~~exercise~~$1,195 ~~prices~~thousand ~~have been retroactively adjusted~~ in ~~these~~short term ~~consolidated financial statements for all periods presented~~loans.

OnAs of ~~August~~December 2831, ~~2023~~2024, the Company ~~submitted an~~had ~~Issuer~~total ~~Company-Related~~liabilities ~~Action~~of ~~Notification~~$945 ~~Form~~thousand tothat ~~the~~consisted ~~Financial~~of ~~Industry~~$328 ~~Regulatory~~thousand ~~Authority,~~in ~~Inc.~~accounts ~~(“FINRA”)~~payable ~~regarding~~and other ~~the~~current ~~Name~~liabilities, ~~Change~~$172 thousand in payables to related parties, $32 thousand in other non-current liabilities and ~~Reverse~~$413 ~~Stock~~thousand ~~Split~~in short term loans.

OnAs ~~April~~of 23December 31, 2025 and 2024, the Company ~~received notice~~had ~~from~~a ~~FINRA~~negative ~~that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at~~working ~~market~~capital ~~open~~of ~~on the Market Effective Date. Accordingly~~$2,016 ~~the~~thousand ~~FINRA corporate action to effect the Name Change~~ and ~~the~~$654 ~~Reverse Stock Split was completed on April 23~~thousand, ~~2024~~respectively.

F.On June ~~The~~8, ~~consolidated~~2025, ~~financial~~the ~~statements~~Company ~~have~~entered ~~been~~into ~~prepared~~the onFacility aAgreements ~~going~~with ~~concern~~the ~~basis~~Lenders ~~which~~pursuant ~~assumes~~to which the Company ~~will~~may bedraw ~~able~~down the Facility Loan Amount from time to ~~realize~~time, ~~its~~in ~~assets~~whole or in part, upon the Company’s request, from the period beginning on the Uplist Date and ending ~~meet~~on ~~its~~the ~~obligations~~earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the ~~normal~~Company ~~course~~closes one or more equity financing transactions in an aggregate amount of ~~business~~at ~~for~~least $3.0 million. As of December 31 2025, the ~~foreseeable~~Company ~~future~~drew down $638 thousand from the Facility Loan Agreements. For additional information, see “Overview—Recent Developments—Credit Facility” above.

~~Since~~We expect ~~its~~that ~~inception,~~we ~~the~~will ~~Company~~continue ~~has devoted substantially all its efforts~~ to ~~research~~generate losses and ~~development.~~negative ~~The~~cash ~~Company~~flows ~~has~~from ~~incurred~~operations ~~operating~~for ~~losses~~the ~~since~~foreseeable ~~its~~future. ~~inception~~Based ~~and~~on ~~expects~~the ~~to continue to incur operating~~projected ~~losses~~cash ~~for~~flows ~~the~~and ~~near-term.~~cash Asbalances as of December 31, ~~2024~~2025, ~~the~~we ~~Company~~believe ~~had~~our anexisting ~~accumulated~~cash ~~deficit~~will ofnot ~~approximately $2,908.~~be ~~The~~sufficient ~~extent~~to ~~of the~~fund ~~Company’s~~operations ~~future~~for ~~operating~~a ~~losses~~period of ~~and~~more ~~the~~than ~~timing~~12 ofmonths. ~~becoming~~As ~~profitable~~a ~~are~~result, ~~uncertain.~~there ~~Management~~is ~~expects~~substantial ~~the~~doubt ~~Company~~about our ability to continue to ~~generate~~as ~~substantial~~a ~~operating~~going ~~losses~~concern. ~~and~~We towill ~~continue~~need to ~~fund~~raise additional ~~its~~capital, ~~operations~~which ~~primarily~~may ~~through~~not ~~utilization~~be ofavailable ~~its~~on ~~current~~reasonable ~~financial resources~~terms ~~and~~or ~~through~~at ~~additional~~all. ~~raises~~Additional of capital. would be used to accomplish the following:

~~Such~~● ~~conditions~~finance ~~raise~~our ~~substantial~~current ~~doubts about~~operating the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.expenses;

~~F-8~~● pursue growth opportunities;

~~CHARGING~~● ~~ROBOTICS~~hire ~~INC.~~and retain qualified management and key employees;

~~NOTES~~● TOrespond ~~THE~~to ~~CONSOLIDATED~~competitive ~~FINANCIAL STATEMENTS~~pressures;

~~For~~● ~~the~~comply ~~Years~~with ~~Ended~~regulatory ~~December~~requirements; ~~31, 2024~~ and ~~2023~~

~~U.S.~~● ~~dollars~~maintain incompliance ~~thousands~~with ~~except~~applicable ~~share and per share data~~laws.

~~NOTE~~Current conditions 2in –the ~~SUMMARY~~capital OFmarkets ~~SIGNIFICANT~~are ~~ACCOUNTING~~such ~~POLICIES~~ that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, geopolitical events, such as the Russian invasion of Ukraine and the security situation in Israel, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.

aThe Company’s operating budget needs to include the planned costs to operate its business, including amounts required to fund the working capital and capital expenditure. ~~Basis~~The ofCompany’s ~~presentation~~future capital requirements and the adequacy of its available funds will depend on many factors, including the ~~financial~~Company’s ~~statements:~~ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.

The Company’s consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”).39

bTo the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in substantial dilution for our current stockholders. ~~Use~~The terms of ~~estimates~~any securities issued by us in future capital transactions may be more favorable to new investors, ~~assumptions~~and may include preferences, superior voting rights and ~~judgements:~~the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect on our business, results of operations and financial condition.

~~The~~We have ~~preparation~~not ofentered ~~financial~~into ~~statements in~~any ~~conformity~~transactions with ~~U.S.~~unconsolidated ~~GAAP~~entities ~~requires~~in ~~management~~which towe ~~make~~have ~~estimates, judgments and assumptions that affect the amounts reported in the consolidated~~ financial ~~statements and accompanying notes. The Company’s management believes that the estimates~~guarantees, ~~judgment~~subordinated ~~and~~retained ~~assumptions~~interests, ~~used~~derivative ~~are~~instruments ~~reasonable~~or ~~based~~other ~~upon~~contingent ~~information~~arrangements ~~available~~that atexpose ~~the~~us ~~time~~to ~~they~~material ~~are~~continuing ~~made. These estimates~~risks, ~~judgments~~contingent ~~and~~liabilities ~~assumptions~~or ~~can~~any ~~affect~~other ~~the~~obligations ~~reported~~under ~~amounts~~a ofvariable ~~assets~~interest ~~and~~in ~~liabilities~~an atunconsolidated ~~the~~entity ~~dates~~that ofprovides ~~the~~us ~~consolidated~~with ~~financial~~financing, ~~statements~~liquidity, ~~and~~market ~~the~~risk ~~reported~~or ~~amount~~credit ~~of expenses~~risk ~~during the reporting periods~~support. ~~Actual results could differ from those estimates.~~

c.Working Capital ~~Consolidated~~and ~~financial~~Cash ~~statements~~Flows (in thousands of U.S. ~~dollars:~~Dollars)

~~The functional currency is the currency that best reflects the economic~~Working environment in which the Company and its subsidiary operates and conducts their transactions. The Company’s functional currency is the U.S. dollar. The functional currency of CR Ltd is the New Israeli Shekel.Capital

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of comprehensive loss as financing income or expenses as appropriate.

	December 31,			December 31,
	2025			2024

Current Assets	$	255		$	259
Current Liabilities		2,271			913
Working Capital (deficit)	$	(2,016	)	$	(654	)

~~d. Principle of consolidation:~~Cash Flows

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

	December 31,			December 31,
	2025			2024

Cash flows used in operating activities	$	(1,053	)	$	(610	)
Cash flows provided by investing activities		2			-
Cash flows from financing activities		934			777
Net increase (decrease) in cash during the year		(117	)		167

e. Cash Flows ~~and~~from ~~cash~~Operating ~~equivalents:~~Activities

~~Cash~~During ~~equivalents~~the ~~are~~year ~~short-term~~ended ~~highly~~December 31, 2025, we had ~~liquid~~negative ~~deposits~~cash ~~that~~flow ~~are~~from ~~readily~~operations ~~convertible~~of to$1,053 ~~cash~~thousand ~~with~~compared ~~original~~to ~~maturities~~a ofnegative ~~three~~cashflow ~~months~~of or$610 ~~less,~~thousand atfor the ~~date~~year ~~acquired,~~ended ~~and~~December ~~investments~~31, ~~with~~2024. ~~maturities~~The ofincrease ~~longer~~resulted ~~than~~mainly ~~three~~from ~~months~~a ~~where~~gain ~~the~~from revaluation of an investment ~~can~~in bean ~~liquidated~~affiliate, ~~before~~amortization ~~the~~of ~~maturity~~technology ~~date~~and ~~without~~changes in anon-cash ~~significant~~working ~~penalty~~capital.

~~F-9~~40

~~CHARGING~~Cash Flows ~~ROBOTICS~~from ~~INC.~~Investing Activities

~~NOTES~~During the TOyear ~~THE~~ended ~~CONSOLIDATED~~December ~~FINANCIAL~~31, ~~STATEMENTS~~2025, we had positive cashflow of $2 from investing activities, compared to nil cashflow for the year ended December 31, 2024. The positive cash flow is due to the newly consolidated cash balance of Revoltz.

~~For~~Cash Flows ~~the~~from ~~Years~~Financing ~~Ended December 31, 2024 and 2023~~Activities

UDuring the year ended December 31, 2025, we had a positive cash flow from financing activities of $934 thousand, compared to a positive cashflow of $777 thousand for the year ended December 31, 2024.S. ~~dollars~~The increase resulted mainly from receipt of short-term loans in ~~thousands~~the ~~except~~amount ~~share~~of $638 ~~and~~thousand ~~per~~during ~~share~~the ~~data~~year ended December 31, 2025 as compared to $367 thousand for the year ended December 31, 2024.

~~NOTE 2 – SUMMARY OF SIGNIFICANT~~Critical ~~ACCOUNTING~~Accounting ~~POLICIES (Continued)~~Estimates

fThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. ~~Equity~~It ~~method~~is ~~investments~~reasonably possible that actual experience could differ from the estimates and assumptions utilized which could have a material impact on the financial statements. The following is a summary of our significant accounting estimates, and critical issues that impact them:

~~The Company accounts~~ Accounting for ~~its investments in common~~ stock ~~and in~~-~~substance~~based common stock in accordance with ASC 323, Investments – Equity Method and Joint Ventures. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s equity in losses reported in equity in losses from investment in affiliate on the statements of comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of earnings or losses, and impairment, if any, within investment in an affiliate on the balance sheets. The Company evaluates its equity investments for impairment at each reporting period. If qualitative factors indicate that the investment is impaired and its fair value is less than the carrying value, the Company recognizes an impairment loss in earnings.compensation

gWe grant equity-based awards under share-based compensation plans. ~~Fair~~We estimate the fair value of ~~financial~~share-based ~~instruments:~~payment awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Because the Company did not have a trading history of its common stock, the expected volatility was derived from the average stock volatilities of similar public companies within the Company’s industry that we considered to be comparable to our business over a period equivalent to the expected term of the stock option and warrants granted. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a threeOff-~~tiered hierarchy, which prioritizes~~Balance ~~the~~Sheet ~~inputs used in the valuation methodologies in measuring fair value as follows:~~Arrangements

Level 1	—	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2	—	Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.
Level 3	—	Unobservable inputs are used when little or no market data are available.

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~The carrying amounts of cash, other accounts receivables, loan to an~~Default ~~affiliate,~~on ~~accounts payable, other current liabilities, short term loans and payables to related parties approximate their fair value due to the short-term maturity of such instruments.~~Notes

h.There are ~~Stock-based~~currently ~~compensation:~~no notes in default.

~~The Company accounts for stock-based~~Other ~~compensation~~Contractual awards issued to employees, directors, and non-employee consultants in accordance with ASC No. 718, “Compensation – Stock Compensation” based on the fair value of the awards at the grant date. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its stock option and warrants awards. The fair value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service.Obligations

~~The Company also granted certain awards that have both service-based~~As ~~vesting~~of ~~conditions~~December ~~and~~31, ~~performance-based vesting conditions. For these awards~~2025, we ~~recognize stock-based compensation expense on~~did anot ~~graded~~have ~~basis~~any ~~over~~material ~~the~~contractual ~~total requisite service period for each separately vesting portion of performance tranches where it is probable that the performance-based vesting conditions will be achieved~~obligations. ~~The Company recognizes forfeitures of the awards as they occur.~~

~~F-10~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~CHARGING~~As a ~~ROBOTICS~~“smaller ~~INC~~reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~41

~~For~~ITEM 8. ~~the~~FINANCIAL ~~Years~~STATEMENTS ~~Ended~~AND ~~December~~SUPPLEMENTARY ~~31, 2024 and 2023~~DATA

~~U.S.~~CHARGING ~~dollars~~ROBOTICS inINC. ~~thousands except share and per share data~~

~~NOTE~~CONSOLIDATED 2FINANCIAL ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~STATEMENTS

i.AS ~~Basic~~OF ~~and~~DECEMBER ~~diluted~~31, ~~net loss per Share:~~2025

The Company’s basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securitiesU. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securitiesS. ~~Diluted~~DOLLARS ~~net~~IN ~~loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive common shares are anti-dilutive.~~THOUSANDS

~~j. Research and Development costs:~~INDEX

Research and development costs are recognized in the consolidated statements of comprehensive loss when incurred. Research and development costs consist of intellectual property, development and production expenditures.

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 1197)	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Comprehensive Loss	F-4

Consolidated Statements of Stockholders’ Equity (Deficit)	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

~~k. Royalty~~F-~~bearing grants:~~1

~~Royalty-bearing~~REPORT ~~grants~~OF ~~from~~INDEPENDENT ~~the~~REGISTERED ~~IIA for~~PUBLIC ~~funding~~ACCOUNTING approved research and development projects are recognized at the time CR Ltd is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and grants received are recorded as a reduction in research and development costs. The cumulative research and development grants received by the Company from inception through December 31, 2024, amounted to $135. These amounts were deducted from research and development costs in the consolidated statements of comprehensive loss for the years ended December 31, 2024, and 2023 ($58, and $77, respectively).FIRM

l.To ~~Income~~the ~~Taxes:~~stockholders and the Board of Directors of Charging Robotics Inc.

~~The~~Opinion Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on ~~differences between~~ the ~~financial~~Financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed.Statements

~~The~~We ~~Company~~have ~~also~~audited ~~accounts~~the ~~for uncertain~~accompanying ~~tax~~consolidated ~~positions~~balance ~~under~~sheets ~~ASC~~of ~~740.~~Charging ~~ASC~~Robotics ~~740~~Inc. ~~offers~~and asubsidiaries ~~two-step~~(the ~~approach~~“Company”) ~~for~~as ~~recognizing~~of ~~and~~December ~~measuring~~31, a2025 ~~liability~~and ~~for~~2024, ~~uncertain tax~~the ~~positions.~~related ~~The~~consolidated ~~first~~statements ~~step~~of iscomprehensive toloss, ~~evaluate~~changes ~~the~~in ~~tax~~stockholders’ ~~position~~equity ~~taken~~(deficit), orand ~~expected~~cash toflows, befor ~~taken~~each inof athe ~~tax~~two ~~return~~years byin ~~determining if~~ the ~~weight~~ ofperiod ~~available~~ended ~~evidence~~December ~~indicates~~31, ~~that~~2025, itand isthe ~~more~~related ~~likely~~notes ~~than~~(collectively ~~not~~referred ~~that,~~to onas anthe ~~evaluation~~“financial ofstatements”). ~~the~~In ~~technical~~our ~~merits~~opinion, the ~~tax position~~financial ~~will~~statements bepresent ~~sustained on audit~~fairly, ~~including~~in ~~resolution~~all ofmaterial ~~any~~respects, ~~related~~the ~~appeals~~financial orposition ~~litigation~~of ~~processes.~~the ~~The~~Company ~~second~~as ~~step~~of isDecember ~~to measure~~31, ~~the~~2025 ~~tax~~and ~~benefit~~2024, asand the ~~largest~~results ~~amount~~of ~~that~~its isoperations ~~more~~and ~~than~~its ~~50%~~cash ~~likely~~flows tofor beeach ~~realized~~of ~~upon~~the ~~ultimate~~two ~~settlement.~~years Asin ofthe period ended December 31, ~~2024~~2025, ~~and~~in ~~2023,~~conformity nowith ~~liability~~accounting ~~for~~principles ~~unrecognized~~generally ~~tax~~accepted ~~benefits~~in ~~was~~the ~~recorded~~United ~~under~~States ~~ASC~~of ~~740~~America.

~~F-11~~Going Concern

~~CHARGING~~The ~~ROBOTICS~~accompanying ~~INC~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s substantial operating losses and lack of sufficient resources raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~NOTES~~Basis TOfor ~~THE~~Opinion ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~For~~These financial statements are the ~~Years~~responsibility ~~Ended~~of ~~December~~the ~~31,~~Company’s ~~2024~~management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and ~~2023~~ are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~U.S.~~We ~~dollars~~conducted our audits in ~~thousands~~accordance ~~except~~with ~~share~~the standards of the PCAOB. Those standards require that we plan and ~~per share~~perform ~~data~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~NOTE~~Our 2audits –included ~~SUMMARY~~performing OFprocedures ~~SIGNIFICANT ACCOUNTING~~to ~~POLICIES~~assess ~~(Continued)~~the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

m/s/ Brightman Almagor Zohar & Co. ~~Recently~~Brightman ~~issued~~Almagor ~~and~~Zohar ~~adopted~~& ~~accounting~~Co. ~~standards:~~Certified Public Accountants A Firm in the Deloitte Global Network

As anTel ~~“emerging~~Aviv, ~~growth~~Israel March ~~company~~23,~~” the~~ Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.2026

1.We Inhave ~~November~~served ~~2023,~~as the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company’s ~~for~~auditor ~~annual~~since ~~periods beginning January 1, 2024 and for interim periods beginning January 1,~~ 2025. ~~The adoption of the standard did not have a material impact on the financial statements.~~

~~n. Recently issued and not yet adopted accounting standards:~~F-2

1.CHARGING InROBOTICS ~~December 2023, the FASB issued ASU 2023-09, Income taxes (topic 740): Improvements to Income Tax Disclosures~~INC. The guides require disclosure of a tabular reconciliation, using both percentages and reporting currency amounts. Additional disclosers are required such as income taxes paid, Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The guidance will be effective for the Company for fiscal years beginning after December 15, 2024. Early adoption is permitted. Adoption of the new standard will not have a material impact on the financial statements.

2.CONSOLIDATED InBALANCE November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The new guidance requires disclosure of certain costs and expenses in the notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.SHEETS

~~F-12~~U.S. dollars in thousands, except share and per share data

CHARGING ROBOTICS INC.

	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	58		$	175
Other accounts receivable		197			20
Convertible loan to an affiliate (Note 3b)		-			64
Total current assets		255			259

Non-current assets:
Intangible assets, net (Note 4)		6,976			-
Goodwill (Note 3f)		1,772			-
Fixed assets, net		2			-
Investment in an affiliate (Note 3c)		-			73
Other non-current assets		50			-
Total non-current assets		8,800			73

TOTAL ASSETS	$	9,055		$	332

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	125		$	81
Other current liabilities		810			247
Short term loans		1,195			413
Payables to related parties (Note 5)		141			172
Total current liabilities		2,271			913

Non-current liabilities:
Deferred tax liability (Note 3f)		1,604			-
Other non-current liabilities	$	36		$	32
Total non-current liabilities		1,640			32
Total liabilities	$	3,911		$	945

Stockholders’ equity (deficit) (Note 6):
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 as of December 31, 2025 and 9,564,351 shares issued and outstanding as of December 31, 2024		1			1
Additional paid-in capital		5,172			2,324
Accumulated other comprehensive loss		(286	)		(30	)
Accumulated deficit		(3,295	)		(2,908	)
Total stockholders’ equity (deficit)		1,592			(613	)
Non-controlling interests		3,552			-
Total stockholders’ equity (deficit)		5,144			(613	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	9,055		$	332

~~NOTES~~The TOaccompanying ~~THE~~notes ~~CONSOLIDATED~~are ~~FINANCIAL~~an ~~STATEMENTS~~integral part of these consolidated financial statements.

~~For the Years Ended December 31, 2024 and 2023~~F-3

~~U.S.~~CHARGING ~~dollars~~ROBOTICS ~~in thousands except share and per share data~~INC.

~~NOTE~~CONSOLIDATED 3STATEMENTS –OF ~~INVESTMENT IN AN AFFILIATE~~COMPREHENSIVE LOSS

aU.S. Ondollars ~~April~~in 24thousands, ~~2021,~~except ~~CR Ltd. invested $250 representing 19.99% of the~~ share ~~capital of Revoltz Ltd. (“Revoltz”), an Israeli private company focusing on research, development~~ and per ~~production~~share ~~of micro-mobility vehicles for the urban environment for the business and the private markets.~~data

b. On July 28, 2022, CR Ltd. entered into a convertible loan agreement with Revoltz pursuant to which CR Ltd. was required to loan an amount of $60 (the “Loan Principal Amount”) in Revoltz. In addition, CR Ltd. will provide an additional loan to Revoltz in an amount of up to $340 (the “Additional Amount” and, together with the Loan Principal Amount, the “Total Loan Amount”). The Total Loan Amount will carry interest at the minimum rate prescribed by Israeli law.

	Year ended December 31,
	2025			2024

Research and development costs, net	$	652		$	319
General and administrative costs		1,245			458
Total operating expenses		1,897			777

Operating loss	$	(1,897	)	$	(777	)

Other income (Note 3d)		1,287			-
Financial income (expenses), net		49			(29	)
Equity in losses from investment in affiliate		(42	)		(36	)
Loss before income tax		(603	)		(842	)

Tax income		70			-
Net loss	$	(533	)	$	(842	)

Net loss attributable to non-controlling interest		(146	)		-
Net loss attributable to the Company		(387	)		(842	)

Other comprehensive loss		(263	)		(3	)
Total comprehensive loss		(796	)		(845	)


Comprehensive loss attributable to non-controlling interests		(153	)		-

Comprehensive loss attributable to the Company	$	(643	)	$	(845	)

Basic and diluted loss per common stock	$	(0.04	)	$	(0.09	)

Weighted average common stock outstanding		10,509,347			9,157,398

The ~~Total~~accompanying ~~Loan~~notes ~~Amount~~are ~~will~~an beintegral ~~converted~~part ~~into shares~~ of ~~Revoltz~~ ~~upon~~these ~~the~~consolidated ~~occurrence~~financial ~~of any of the following events (each, a “Trigger Event”):~~statements.

~~i) The consummation of funding by Revoltz of an aggregate amount of $1,000 at a pre~~F-~~money Revoltz valuation of at least $7,000 (in the form of Simple Agreement for Future Equity, equity or otherwise); or~~4

~~ii)~~CHARGING ~~Revoltz~~ROBOTICS ~~has generated an aggregate of $1,000 or more in revenue~~INC.

InCONSOLIDATED ~~the~~STATEMENTS ~~event~~OF ~~that a Trigger Event will~~STOCKHOLDERS’ ~~not~~EQUITY ~~occur on or prior to the 24-month anniversary of the date on which the Loan Principal Amount is actually extended to Revoltz, the loan will be due and repayable by Revoltz to the Company.~~ (DEFICIT)

OnFor ~~December 31, 2024,~~ the ~~balance~~Years ~~of the~~Ended ~~Loan~~December ~~Principal Amount granted and accrued interest~~31, ~~was~~2025 ~~$64. To date, no Additional Amounts have been funded.~~and 2024

cU.S. ~~The~~dollars ~~following~~in ~~table~~thousands, ~~summarizes~~except ~~the~~share ~~equity~~and per ~~method~~share ~~accounting for the investment in Revoltz:~~data

Balance, January 1, 2023	$	152
	Common stock						Additional Paid in			Accumulated other comprehensive			Accumulated			Total Shareholders’
Equity in losses		(27	)
	Number			Amount			Capital			loss			Deficit			Equity
Foreign currency translation		(15	)
Balance as of January 1, 2024		9,152,228		$	1		$	1,918		$	(27	)	$	(2,066	)	$	(174	)
Balance, December 31, 2023		110
Stock-based compensation		-			-			(4	)		-			-			(4	)
Equity in losses		(36	)
Issuance of common stock in a private placement offering		412,123			(*	)		410			-			-			410
Foreign currency translation		(1	)
Total comprehensive loss		-			-			-			(3	)		(842	)		(845	)
Balance, December 31, 2024	$	73
Balance as of December 31, 2024		9,564,351		$	1		$	2,324		$	(30	)	$	(2,908	)	$	(613	)

F-13

	Common Stock					Additional Paid in		Receipt on Account of			Accumulated Other Comprehensive			Accumulated			Non- controlling			Total Stockholder’s Equity
	Number		Amount			Capital		Shares			Loss			Deficit			Interests			(Deficit)
Balance as of January 1, 2025		9,564,351	$	1		$	2,324	$	-		$	(30	)	$	(2,908	)	$	-		$	(613	)

Receipt on account of shares		-	$	-			-		50			-			-			-			50
Issuance of common stock in a private placement offering		296,899		(*	)		306		(50	)		-			-			-			256
Acquisition of Revoltz		1,385,002		-			2,324		-			-			-			3,474			5,798
Issuance of warrants		-		-			62		-			-			-			-			62
Transactions with non-controlling interests		-		-			156		-			-			-			231			387
Total comprehensive income		-		-			-		-			(256	)		(387	)		(153	)		(796	)
Balance as of December 31, 2025		11,246,252	$	1		$	5,172	$	-		$	(286	)	$	(3,295	)	$	3,552		$	5,144

~~CHARGING~~(*) ~~ROBOTICS~~Less ~~INC~~than $1 thousand.

~~NOTES~~The TOaccompanying ~~THE~~notes ~~CONSOLIDATED~~are ~~FINANCIAL~~an ~~STATEMENTS~~integral part of these consolidated financial statements.

~~For the Years Ended December 31, 2024 and 2023~~F-5

~~U.S.~~CHARGING ~~dollars~~ROBOTICS ~~in thousands except share and per share data~~INC.

~~NOTE~~CONSOLIDATED 4STATEMENTS –OF ~~RELATED~~CASH ~~PARTIES~~FLOWS

a.For ~~In support of~~ the ~~Company’s~~Years ~~efforts~~Ended ~~and~~December ~~cash requirements~~31, ~~the~~2025 Company receives advances from related parties until such a time that the Company can support its operations or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties.and 2024

~~Payables~~U.S. todollars ~~related~~in ~~parties:~~thousands

	December 31,			December 31,
	For the year ended
	2024			2023
	December 31,
Consulting fees to executive officers	$	26		$	16
	2025			2024
Directors		88			27
CASH FLOWS USED IN OPERATING ACTIVITIES:
Xylo (see note 4c)		58			55
Net loss	$	(533	)	$	(842	)
	$	172		$	98
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		-			(4	)
Equity in losses from investment in affiliate		42			36
Non-cash interest expenses		59			12
Finance income		(86	)		-
Gain from revaluation of investment in an affiliate		(1,287	)		-
Amortization of technology		303			-
Transactions with non-controlling interests		127			-
Changes in operating assets and liabilities:
Decrease (increase) in other accounts receivable		(102	)		23
Increase in payables to related parties		46			74
Increase (decrease) in accounts payable		9			(23	)
Decrease in deferred tax liability		(70	)		-
Increase in other current liabilities		435			131
Increase (decrease) in other non-current liabilities		4			(17	)
Net cash used in operating activities		(1,053	)		(610	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Revoltz		2			-
Net cash provided by investing activities		2			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in a private placement offering		306			410
Loans to an affiliate		(10	)		-
Proceeds from short term loans received		638			367
Net cash provided by financing activities		934			777
Net increase (decrease) in cash		(117	)		167
Cash at beginning of year		175			8
Cash at end of year	$	58		$	175
NON-CASH TRANSACTIONS:
Acquisition of Revoltz:
Working capital other than cash		197			-
Fixed assets, net		(2	)		-
Non-controlling interests		3,474			-
Goodwill		(1,772	)		-
Technology		(7,279	)		-
Deferred tax liability		1,674			-
Gain on previously held equity investment in Revoltz		1,287			-
Derecognition of investment in an affiliate		2,423			-
Total cash from investment in newly consolidated subsidiary	$	2		$
Derecognition of a liability against transaction with non-controlling interests	$	260		$	-

b.The ~~Our~~accompanying ~~corporate~~notes ~~headquarters~~ are ~~located~~an atintegral 20part ~~Raul~~of these ~~Wallenberg~~consolidated ~~Street,~~financial ~~Tel Aviv, Israel 6971916, under a lease held by our shareholders, which the Company is using free of rent~~statements.

c. As of January 1, 2023, CR Ltd. owed to Xylo Technologies Ltd. (“Xylo”), a related party, who holds the majority of the Company’s common stock, $550 (the “Xylo Loan”). The Xylo Loan bears interest in accordance with section 3(i) of the Israeli tax code (2.42% annually during 2022) and no fixed date for repayment has been determined. On January 1, 2023, CR Ltd. and Xylo signed an agreement to amend the terms of the Xylo Loan (the “Xylo Loan Agreement”). Pursuant to the Xylo Loan Agreement, the interest rate remains unchanged, and the principal and interest is payable in cash or shares, or a combination thereof by June 30, 2023. On April 4, 2023, the Xylo Loan balance was $553. The $509 of the Xylo Loan was converted into 28 shares of CR Ltd. (representing 1,206,834 shares of the Company) and the remaining Xylo Loan balance becomes payable in cash. The Company is in discussions with Xylo to extend the repayment date of the remaining Xylo Loan balance.F-6

~~F-14~~CHARGING ROBOTICS INC.

~~CHARGING~~NOTES ~~ROBOTICS~~TO ~~INC.~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~For TOthe ~~THE~~Years ~~CONSOLIDATED~~Ended ~~FINANCIAL~~December ~~STATEMENTS~~31, 2025 and 2024

~~For~~U.S. ~~the~~dollars ~~Years~~in ~~Ended~~thousands ~~December~~except ~~31,~~share ~~2024~~ and per ~~2023~~share data

~~U.S.~~NOTE ~~dollars~~1 in– ~~thousands except share and per share data~~GENERAL

~~NOTE~~A. 5Charging –Robotics ~~COMMON~~Inc. ~~STOCK~~(the ~~AND~~“Company”) ~~PREFERRED~~was ~~SHARES~~incorporated in the State of Delaware on March 25, 2008. On April 23, 2024, the Company changed its name to Charging Robotics Inc. from Fuel Doctor Holdings, Inc. On September 29, 2025, the OTC Markets approved a voluntary application submitted by the Company to transfer the listing of the Company’s shares of common stock from the OTC Markets, Pink Tier to the OTCID Basic Market. The Company’s common stock began trading on the OTCID Basic Market at the opening of business on September 30, 2025 under the symbol “CHEV”.

B. On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. ~~The~~(“CR Ltd.”). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023 (the “Closing”), the Company’s ~~share~~acquired ~~capital~~100% isof asthe ~~follows:~~issued and outstanding stock of CR Ltd. (the “Acquisition”), making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares of common stock to the former shareholders of CR Ltd.

	December 31, 2024				December 31, 2023
	Authorized		Issued and outstanding		Authorized		Issued and outstanding
Common stock		50,000,000		9,564,351		2,990,000,000		9,152,228
Preferred shares		10,000,000		-		10,000,000		-

The transactions arising from the Acquisition Agreement were accounted for as a reverse recapitalization. CR Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization because (1) the former shareholders of CR Ltd., as a group, received the largest ownership interest in the Company, based upon the 6,146,188 shares of common stock issued at the Closing, and the 6,150,000 warrants exercisable at par, and (2) most significantly, the fact that the Acquisition Agreement expressly provided that a majority of the Company’s board of directors will be appointed by the former shareholders of CR Ltd. The Company’s financial statements represent a continuation of the financial statements of CR Ltd. with the acquisition of Fuel Doctor Holding Inc.’s net assets.

OnCR ~~March~~Ltd. 22was formed in February 2021, ~~2022~~as an Israeli corporation, with the ~~Company~~main ~~amended~~goal ~~its Certificate~~ of ~~Incorporation~~developing ~~and~~an ~~increased~~innovative wireless electric vehicles (EV) charging technology. At the ~~number~~heart of ~~authorized~~the ~~shares~~technology is a wireless power transfer module that uses resonance coils to ~~3,000,000,000~~transfer ~~shares~~electricity ~~with~~wirelessly. aThis ~~par~~module ~~value~~can ofbe $0used for various products such as robotic and stationary platforms.~~0001~~ ofThe robotic platform includes a component which 2is small enough to fit under the vehicle,~~990~~ and which automatically positions itself for maximum-efficiency charging,~~000,000 shares~~ ~~were~~and beupon ~~common~~charging ~~stock~~completion ~~with~~automatically areturns ~~par~~to ~~value~~its ofdocking $0station.~~0001~~ ~~and~~CR ~~10,000,000~~Israel ~~shares~~also ~~were~~developed ~~preferred~~a ~~share~~Wireless ~~with~~EV aCharging ~~par~~System ~~value~~for ofautomatic $0parking lots based on our wireless electricity transfer module.~~0001.~~

C. On ~~December~~April 26, ~~2024~~2023, the Company ~~amended~~issued ~~its~~a ~~Certificate of~~total ~~Incorporation and decreased the number~~ of ~~authorized shares to 60~~910,000~~,000~~ ~~shares~~newly ~~with~~issued ashares ~~par value~~ of ~~$0.0001 of which 50,000,000 shares are~~ common stock ~~with~~in a ~~par~~private ~~value~~placement ofoffering ~~$0.0001~~for ~~and~~total ~~10,000,000~~proceeds ~~shares are preferred shares with a par value~~ of $0501.~~0001.~~

~~There~~D. ~~were~~On noNovember ~~preferred~~22, ~~shares~~2023, ~~outstanding~~the as Company announced that CR Ltd. received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project to include installing and demonstrating its solution for wireless charging of EVs in automated parking systems (“APS”). The total approved budget for this project was approximately $445, of which the IIA would finance 50%. The Company is now engaged in the pilot project to implement the solution in an APS in Tel Aviv. As of December 31, ~~2024~~2025, ~~and~~CR ~~2023~~Israel received a total of $166 from the IIA.

Each common stock is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholders on any matter upon which the general meeting is authorized to be held.F-7

~~Pursuant~~CHARGING toROBOTICS ~~Note 1, upon the consummation of the Acquisition Agreement, CR Ltd~~INC. became a wholly-owned subsidiary of the Company and former shareholders of CR Ltd. received 72.88% of the issued and outstanding common stock of the Company. On April 4, 2023, the Acquisition closed, and the former shareholders of CR Ltd. were issued 6,146,188 common stock of the Company.

OnNOTES ~~April~~TO 3,THE ~~2023,~~CONSOLIDATED ~~prior~~FINANCIAL to the Closing of the Acquisition Agreement (see Note 1), CR Ltd. issued an aggregate of 15 shares of CR Ltd., representing 628,045 common stock of the Company, in respect of stock options exercised by stock option holders, for total proceeds of $91.STATEMENTS

OnFor ~~April 3, 2023, prior to~~ the ~~Closing~~Years ofEnded ~~the Acquisition~~December ~~Agreement~~31, ~~the~~2025 ~~Company~~and ~~issued 28 shares of CR Ltd., representing 1,206,834 shares of the Company, in respect of a conversion of a from a related party (see Note 6c).~~2024

OnU.S. ~~April~~dollars 6,in ~~2023,~~thousands ~~the~~except ~~Company~~share ~~issued~~and aper ~~total~~share ~~of 910,000 common stock to three investors for the total amount of $501.~~data

OnNOTE ~~July~~1 4,– ~~2023,~~GENERAL ~~the Company approved its 2023 Equity Incentive Plan~~ (~~the “Plan”~~Continued) for the directors, officers, consultants and employees of the Company and its subsidiaries. The maximum number of stock options and restricted share units (“RSU”) issuable under the Plan is 1,372,656 shares of the outstanding common stock of the Company. As of the date of this report, no stock options or RSUs have been issued under the Plan.

InE. ~~December~~On ~~2024~~August 28, 2023, the Company ~~issued~~filed ~~412~~an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”),~~123~~ to (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in athese ~~private~~consolidated ~~placement~~financial ~~offering~~statements for aall ~~total~~periods ~~of $410~~presented.

FOn August 28, 2023, the Company submitted an Issuer Company-15Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split.

~~CHARGING~~On ~~ROBOTICS~~April ~~INC~~23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split was completed on April 23, 2024.

~~NOTES~~F. TOOn ~~THE~~April ~~CONSOLIDATED~~24, ~~FINANCIAL~~2021, ~~STATEMENTS~~CR Ltd. invested $250 representing 19.99% of the share capital of Revoltz Ltd. (“Revoltz”), an Israeli private company focusing on research, development and production of micro-mobility vehicles for the urban environment for the business and the private markets. As of June 24, 2025, CR Ltd. held 18.33% of the outstanding ordinary shares of Revoltz. On June 24, 2025, the Company entered into a securities exchange agreement (the “Revoltz Exchange Agreement”) with Revoltz and three shareholders of Revoltz (the “Exchanging Shareholders”) and acquired 32.74% of the outstanding ordinary shares of Revoltz. After the acquisition, the Company together with CR Ltd holds 51.07% of the outstanding ordinary shares of Revoltz. See also Note 3.

~~For~~G. In addition to the ~~Years~~acquisition ~~Ended~~detailed above, during the year ended December 31, ~~2024~~2025, ~~and 2023~~the Company issued a total of 185,211 newly issued shares of common stock in a private placement offering total proceeds of $306. The Company also issued 111,688 shares as finders’ fees for past private placement offerings.

UH.S. ~~dollars~~On June 8, 2025, the Company entered into facility loan agreements (the “Facility Loan Agreements”) with two lenders pursuant to which the Company may draw down from time to time in ~~thousands~~whole ~~except~~or ~~share~~in part, upon its request, an amount of up to $1,500 from each lender, for a maximum total of $3,000, from the period beginning on the effectiveness date of an uplisting of the Company’s shares of common stock to a national securities exchange (the “Uplist Date”), unless otherwise agreed to by the lenders to permit a drawdown prior to the Uplist Date, and ending on the earlier to occur of (i) such date that facility loan amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million. The interest on the Facility Loan Agreements is 12% per ~~share~~ ~~data~~annum. As of December 31, 2025, the Company drew down $638 from the Facility Loan Agreements.

~~NOTE~~ 5As –part ~~COMMON~~of ~~STOCK~~the ~~AND~~Facility ~~PREFERRED~~Loan ~~STOCK~~ Agreements, the Company issued 100,000 warrants to each of the two lenders (~~Continued~~the “Facility Warrants”), for an aggregate of 200,000 Facility Warrants. The Facility Warrants will become exercisable on the Uplist Date, have an exercise price of $15 per share and have a term of 5 years from the Uplist Date.

bI. ~~Warrants:~~The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and meet its obligations in the normal course of business for the foreseeable future.

1. ~~Pursuant~~Since toits ~~the Acquisition~~inception, the Company ~~issued~~has devoted substantially all its efforts to ~~the~~research ~~former~~and ~~shareholders~~development. ofThe CRCompany ~~Ltd~~has incurred operating losses since its inception and expects to continue to incur operating losses for the near-term. 6As of December 31,~~150,000~~ ~~warrants~~2025, ~~which~~the ~~warrants~~Company ~~are~~had ~~exercisable~~an ~~upon~~accumulated deficit of approximately $3,295. The extent of the Company’s ~~achieving~~future ~~each~~operating oflosses and the ~~three~~timing ~~(3)~~of ~~performance~~becoming ~~milestones~~profitable ~~(collectively,~~are uncertain. Management expects the ~~“Earn~~Company ~~Out~~to ~~Milestones”)~~continue asto ~~follows:~~generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital.

~~(i)~~Such ~~In-house~~conditions ~~demonstration~~raise ~~for~~substantial ~~automatic~~doubts ~~robotic~~about ~~charging~~the ofCompany’s anability ~~electric~~to ~~vehicle~~continue –as ~~until~~a ~~December~~going 31concern. Management’s plan includes raising funds from outside potential investors. However, ~~2025~~there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. ~~(ii)~~These ~~Conditional~~consolidated ~~Purchase~~financial ~~Order~~statements ~~for~~do ~~first~~not ~~system~~include ~~for~~any ~~automatic~~adjustments ~~car~~relating ~~parks~~to –the ~~until~~recoverability ~~December~~and 31classification of assets, ~~2025.~~carrying ~~(iii)~~amounts ~~Commercial~~or ~~agreement~~the ~~for~~amount ~~pilot~~and ~~with~~classification anof ~~organization~~liabilities ~~which~~that ~~was~~may ~~approved~~be byrequired should the Company’s ~~board~~be –unable ~~until~~to ~~December~~continue ~~31,~~as ~~2025~~a going concern.

Without limiting the generality of the Earn Out Milestones, all of the warrants will become immediately exercisable upon the Company’s successfully listing its common stock on the Nasdaq Stock exchange.F-8

2.CHARGING OnROBOTICS ~~June 20, 2024, the Company issued 122,831 warrants to Automax Motors Ltd~~INC. (the “Automax Warrants”) with an exercise price of $12.82 in exchange for services received. The Automax Warrants expire on September 20, 2027. The Automax Warrants were accounted for as stock-based compensation. The fair value of the Automax Warrants was $19, using the Black-Scholes warrant pricing model using the following assumptions:

	June 20, 2024
Company common stock price	$	0.55
Exercise price	$	12.82
Dividend yield		0	%
Risk-free interest rate		4.46	%
Expected term (in years)		3.25
Volatility		125	%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

c.For ~~Stock~~the ~~options~~Years inEnded ~~the~~December ~~Company~~31, 2025 and 2024

AsU.S. ofdollars ~~December~~in ~~31,~~thousands ~~2024~~except share and ~~2023, there~~per ~~are~~share ~~no outstanding stock options in the Company.~~data

d.NOTE ~~Share~~2 ~~options~~– inSUMMARY CROF ~~Ltd.~~SIGNIFICANT ACCOUNTING POLICIES

~~On February 1, 2022, CR Ltd~~a. ~~issued~~Basis ~~4 stock options to Ben Gurion University (the “BGU Options”) with an exercise price~~ of ~~$0.01.~~presentation ~~The BGU Options entitle the option holder to receive 72,295 shares~~ of ~~the~~ ~~Company, and expire on January 1, 2032. The fair value of~~ the ~~BGU~~financial Options issued was $30, using the Black-Scholes option pricing model. A third of the stock options vested on June 30, 2023, and the remaining stock options vest on a quarterly basis over a period of 10 quarters, commencing on September 30, 2023, and ending on December 31, 2025. On August 28, 2024, the Company and Ben Gurion University signed a License and Settlement Agreement (the “Settlement Agreement”). According to the Settlement Agreement the BGU Options are forfeited and expired.statements:

~~For~~The ~~the year ended December 31, 2024, the~~ Company’s ~~recorded~~consolidated ~~income~~financial ~~in the~~statements ~~amount~~have ofbeen ~~$24~~prepared in ~~stock-based~~accordance ~~compensation~~with ~~expenses in respect of~~ the ~~BGU~~United ~~Options,~~States asgenerally aaccepted ~~result~~accounting ofprinciples ~~the~~(U.S. ~~cancellation~~GAAP) ofas ~~expenses~~set ~~recognized in~~forth ~~previous year~~ in ~~respect~~the ofFinancial ~~the~~Accounting ~~BGU~~Standards ~~Options~~Board (~~during~~ the ~~year~~“FASB”) ~~ended~~Accounting ~~December~~Standards ~~31,~~Codification ~~2023~~(the ~~- $10~~“ASC”).

Ab. ~~summary~~Use of ~~stock~~estimates, ~~options~~assumptions ~~activity~~and ~~during the period is as follows~~judgements:

	Number		Average weighted exercise price
Options outstanding as of December 31, 2023		4	$	0.01
Options outstanding as of December 31, 2024		-	$	-

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

~~F-16~~c. Consolidated financial statements in U.S dollars:

~~CHARGING~~The ~~ROBOTICS~~functional ~~INC~~currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. The Company’s functional currency is the U.S. dollar. The functional currency of CR Ltd is the New Israeli Shekel.

~~NOTES~~Accordingly, TOmonetary ~~THE~~accounts ~~CONSOLIDATED~~maintained ~~FINANCIAL~~in ~~STATEMENTS~~currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of comprehensive loss as financing income or expenses as appropriate.

~~For~~d. ~~the~~Principle ~~Years~~of ~~Ended December 31, 2024 and 2023~~consolidation:

~~U.S.~~The ~~dollars~~consolidated infinancial ~~thousands~~statements ~~except~~include ~~share~~the accounts of the Company and ~~per share~~its ~~data~~subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

~~NOTE~~e. 5Cash –and ~~COMMON~~cash ~~STOCK AND PREFERRED STOCK (Continued)~~equivalents:

The ~~following~~Company CRconsiders ~~Ltd.~~as ~~options~~cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are ~~outstanding~~not restricted as ofto ~~December~~withdrawal ~~31,~~or ~~2023~~ use and ~~2024:~~are readily convertible to known amounts of cash.

Issuance date

Options outstanding

Exercise price per option

Options exercisable

Expiry date

January 1, 2022

0.01

January 1, 2032

f. Intangible assets:

~~NOTE~~ 6:Intangible ~~LIENS~~assets ~~AND~~consist ~~COMMITMENTS~~of acquired technology and are amortized using a straight-line method over their useful lives which was determined to be 12 years. Additionally, the intangible assets are reviewed for impairment when certain triggering events occur. As of December 31, 2025, the Company concluded there was no impairment required to its intangible asset.

CR Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales, the Company will pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company will pay 4% of such sales and from the seventh year onwards the Company will pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. CR Ltd. was entitled to the grants only upon incurring research and development expenditures. There are no future performance obligations related to the grants received from the IIA. As of December 31, 2024, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $Nil. As of December 31, 2024, CR Ltd. received a total of $135 from the IIA.F-9

~~NOTE~~CHARGING 7ROBOTICS ~~– INCOME TAXES~~INC.

a.NOTES ~~Corporate~~TO ~~tax~~THE ~~rates~~CONSOLIDATED inFINANCIAL ~~Israel:~~STATEMENTS

~~The~~For ~~Israeli~~the ~~statutory~~Years ~~corporate~~Ended ~~tax rate~~December ~~was~~31, ~~23%~~2025 ~~in both 2024~~ and ~~2023. The Company’s tax assessments since its inception are not deemed final.~~2024

bU.S. ~~Deferred~~dollars ~~income~~in ~~taxes:~~thousands except share and per share data

~~Deferred~~NOTE ~~income~~2 ~~taxes~~– ~~reflect~~SUMMARY ~~the~~OF ~~net tax~~SIGNIFICANT ~~effects~~ACCOUNTING ofPOLICIES temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:(Continued)

	December 31, 2024			December 31, 2023
Deferred tax assets:
Carry forward tax losses	$	1,598		$	905
Net deferred tax asset before valuation allowance		1,598			905
Valuation allowance		(1,598	)		(905	)
Income tax benefit at the statutory tax rate	$	-		$	-

g. Goodwill:

InGoodwill ~~assessing~~is ~~the~~recognized ~~realization~~and initially measured as any excess of ~~deferred tax~~the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets, ~~management~~acquired. ~~considers~~Goodwill ~~whether~~is itnot amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not ~~that~~result ~~all~~in oran ~~some~~impairment ~~portion~~ of goodwill. Impairment testing is performed at the ~~deferred~~reporting ~~tax~~unit ~~assets~~level. ~~will~~A ~~not~~reporting beunit ~~realized~~is defined as an operating segment or one level below an operating segment, referred to as a component. ~~The~~ ~~ultimate~~A ~~realization~~component of an operating segment is a reporting unit if the ~~deferred~~component ~~tax~~constitutes ~~assets~~a business for which discrete financial information is ~~dependent~~available ~~upon~~and segment management regularly reviews the ~~generation~~operating results of ~~future~~that ~~taxable~~component. ~~income~~Evaluating ~~during~~goodwill for impairment involves the ~~periods~~determination of the fair value of each reporting unit in which ~~temporary~~ ~~differences~~goodwill ~~are~~is ~~deductible~~recorded ~~and~~using ~~net~~a ~~operating~~qualitative ~~losses~~or ~~are~~quantitative ~~utilized~~analysis. ~~Based~~If onfair ~~consideration~~value excess the carrying value, impairment is not indicated. If the carrying amount of ~~these~~a ~~factors~~reporting unit is higher than its estimated fair value, the ~~Company~~excess is recorded a ~~full~~as ~~valuation~~an ~~allowance~~impairment expense. The Company performs its annual goodwill impairment test as of December 31st of each year. As of December 31, ~~2024~~2025, the Company performed a quantitative impairment test for its reporting unit and concluded there was no impairment of goodwill.

~~F-17~~h. Equity method investments:

~~CHARGING~~The ~~ROBOTICS~~Company ~~INC~~accounts for its investments in common stock and in-substance common stock in accordance with ASC 323, Investments – Equity Method and Joint Ventures. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s equity in losses reported in equity in losses from investment in affiliate on the statements of comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of earnings or losses, and impairment, if any, within investment in an affiliate on the balance sheets. The Company evaluates its equity investments for impairment at each reporting period. If qualitative factors indicate that the investment is impaired and its fair value is less than the carrying value, the Company recognizes an impairment loss in earnings.

~~NOTES~~i. TOFair ~~THE~~value ~~CONSOLIDATED~~of ~~FINANCIAL~~financial ~~STATEMENTS~~instruments:

~~For~~The ~~the~~accounting ~~Years~~guidance ~~Ended~~for ~~December~~fair 31value provides a framework for measuring fair value, ~~2024~~clarifies the definition of fair value, and ~~2023~~ expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

U.S. dollars in thousands except share and per share data

Level 1	—	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2	—	Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.

Level 3	—	Unobservable inputs are used when little or no market data are available.

c.The ~~Net~~carrying ~~operating~~amounts ~~carry~~of cash, other accounts receivables, loan to an affiliate, accounts payable, other current liabilities, short term loans and payables to related parties approximate their fair value due to the short-~~forward~~term ~~losses~~maturity ~~for~~of ~~tax~~such ~~purposes:~~instruments.

Asj. ~~of December 31, 2024, the Company’s carry~~Stock-~~forward~~based ~~losses amount to approximately $1,598, which can be carried forward for an indefinite period.~~compensation:

~~NOTE~~The 8Company accounts for stock-based compensation awards issued to employees, directors, and non-employee consultants in accordance with ASC No. 718, “Compensation – ~~SEGMENT~~Stock ~~REPORTING~~Compensation” based on the fair value of the awards at the grant date. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its stock option and warrants awards. The fair value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service.

~~Segment~~The ~~information~~Company isalso ~~prepared~~granted oncertain ~~the~~awards ~~same basis~~ that ~~the~~have ~~Chief~~both ~~Executive~~service-based ~~Officer,~~vesting ~~who~~conditions isand ~~the~~performance-based ~~Company’s~~vesting ~~Chief~~conditions. ~~Operating~~For ~~Decision~~these ~~Maker (“CODM”)~~awards, ~~manages~~we recognize stock-based compensation expense on a graded basis over the ~~business, makes~~total ~~business~~requisite ~~decisions~~service ~~and~~period ~~assesses~~for each separately vesting portion of performance. ~~The~~tranches ~~Company~~where ~~has~~it ~~one~~is ~~reportable~~probable ~~segment~~that ~~specializing~~the inperformance-based ~~development~~vesting ofconditions anwill ~~innovative wireless~~be ~~electric~~achieved. ~~vehicles~~The ~~(EV)~~Company ~~charging~~recognizes ~~technology~~forfeitures asof ~~described~~the inawards ~~Note~~as 1Bthey occur.

The Chief Executive Officer assesses performance for this segment and decides how to allocate resource. The measure of segment assets is reported on the balance sheet as total assets. The chief executive officer performs the assessment of segment performance by using the reported measure of segment profit or loss to monitor budget versus actual results.F-10

~~The~~CHARGING ~~table~~ROBOTICS ~~below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2024 and 2023:~~INC.

	December 31, 2024		December 31, 2023
Research and development costs, net	$	319	$	329
General and administrative costs		458		437
Other segment items:
Financial expenses		29		11
Equity in losses from investment in affiliate		36		27
Net loss	$	842	$	804

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~For 9the –Years ~~REVISION~~Ended OFDecember ~~PREVIOUSLY~~31, ~~ISSUED~~2025 ~~FINANCIAL~~and ~~STATEMENTS~~2024

~~The~~U.S. ~~Company's~~dollars ~~consolidated financial statements for the year ended December 31, 2023 have been revised for the effect of certain adjustments that were made~~ in ~~the~~thousands ~~preparation~~except ofshare ~~financial statements~~and ~~for~~per ~~the~~share ~~year ended December 31, 2024:~~data

~~(1)~~NOTE In2 ~~the~~– ~~financial~~SUMMARY ~~statements~~OF ~~for~~SIGNIFICANT ~~the~~ACCOUNTING ~~year~~POLICIES ended December 31, 2023, the Company had capitalized certain payments made for patents registration, and recorded the amounts as an intangible assets. During the year ended December 31, 2024, the Company reconsidered this assessment and believes that these amounts should be expensed. As a consequence, the Company revised its financial statements to remove the intangible asset and adjust retained earnings for periods beginning in 2021 through the third quarter of 2024 in the cumulative amount of $104.(Continued)

~~(2) In March 2023, the Company entered into an Acquisition Agreement (see note 1B) pursuant to which it acquired 100% of the shares of CR Ltd~~k. InBasic ~~the Consolidated Statements of Stockholders’ Deficit, an incorrect numbers~~ and ~~amount~~diluted ofnet ~~common~~loss ~~stock~~per were allocated to the “Effect of the reverse recapitalization”, which have been corrected in these consolidated financial statements. The total number of common stock issued in the transaction did not change.Share:

The Company’s ~~have~~basic ~~evaluated~~net ~~the~~loss ~~materiality~~per ofshare ~~the~~is ~~intangible~~calculated ~~asset and~~by ~~common~~dividing ~~stock~~net ~~impact~~loss ~~quantitatively~~by ~~and~~the ~~qualitatively~~weighted-average ~~and~~number ~~concluded~~of itshares ~~was~~of ~~not~~common ~~material~~shares tooutstanding ~~any~~for of the ~~prior~~period, ~~periods~~without ~~impacted~~consideration of potentially dilutive securities. The ~~Company elected~~diluted tonet ~~revise~~loss ~~previously~~per ~~issued~~share ~~consolidated~~is ~~financial~~calculated ~~statements~~by ~~contained~~giving ~~within~~effect ~~this~~to ~~Annual~~all ~~Report~~potentially ondilutive ~~Form~~securities ~~10-K~~outstanding for the ~~periods impacted~~period tousing ~~correct~~the treasury share method or the ~~effect~~if-converted method based on the nature of ~~this~~such ~~immaterial~~securities. ~~intangible~~Diluted ~~asset~~net ~~and~~loss ~~common~~per ~~stock~~share ~~for~~is the ~~corresponding~~same as basic net loss per share in periods when the effects of potentially dilutive common shares are anti-dilutive.

~~NOTE~~l. 10Research –and ~~SUBSEQUENT~~Development ~~EVENTS~~costs:

~~The~~Research ~~Company~~and ~~determined~~development ~~that~~costs itare ~~does~~recognized ~~not~~in ~~have~~the ~~subsequent event~~consolidated ~~requiring~~statements ~~recording~~of orcomprehensive ~~disclosure~~loss inwhen ~~the~~incurred. ~~financial~~Research ~~statements~~and ~~for~~development ~~the~~costs ~~year~~consist ~~ended~~of ~~December~~intellectual 31property, ~~2024,~~development ~~other~~and ~~than~~production ~~described below:~~ expenditures.

am. InRoyalty-bearing January 2025, the Company rented an office, lab and assembly and integration area in an innovation and startup hub located in “The Rupin Technological Campus”, approximately 40km north of Tel Aviv. The monthly rental fee is 4,000 NIS (approximately $1.1) per month. The lease term requires only one month termination notice.grants:

b Royalty-bearing grants from the IIA for funding approved research and development projects are recognized at the time CR Ltd is entitled to such grants (i.e. Onat ~~January~~the ~~15,~~time ~~2025~~that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and grants received are recorded as a reduction in research and development costs. The cumulative research and development grants received by the Company ~~issued~~from 30inception through December 31,~~303~~ ~~common~~2025, ~~stock~~amounted to an$166. These ~~investor~~amounts were deducted from research and development costs in the consolidated statements of comprehensive loss for the years ended December 31, 2025, and 2024 ($5031, and $58, respectively).

cn. OnIncome ~~March 6, 2025, CR Ltd. received an additional $31 in grants from the IIA.~~Taxes:

d.The OnCompany ~~March~~accounts 23for income taxes in accordance with ASC 740, ~~2025~~“Income Taxes”, which prescribes the ~~Company~~use ~~issued~~of ~~124,604~~the ~~common~~liability ~~stock~~method towhereby andeferred ~~investors~~tax ~~for~~asset ~~$206~~and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company ~~also~~provides ~~issued~~a ~~111~~valuation allowance,~~689~~ ~~shares~~ to ~~consultants~~reduce indeferred ~~respect~~tax ofassets ~~finders’~~to ~~fees~~their ~~for~~estimated ~~previous~~realizable ~~private~~value, ~~placements~~if needed.

F The Company also accounts for uncertain tax positions under ASC 740. ASC 740 offers a two-18step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2025 and 2024, no liability for unrecognized tax benefits was recorded under ASC 740.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE~~F-11

~~There~~CHARGING ~~has~~ROBOTICS been no change in independent accountants for our Company during the two most recent fiscal years or any subsequent interim period except as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2025INC. There were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as described in Item 304 (a)(1)(v) of Regulation S-K.

~~ITEM~~NOTES ~~9A.~~TO ~~CONTROLS~~THE ~~AND~~CONSOLIDATED ~~PROCEDURES~~FINANCIAL STATEMENTS

~~Evaluation~~For ofthe ~~Disclosure~~Years ~~Controls~~Ended December 31, 2025 and ~~Procedures~~2024

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ActU.S. ~~Disclosure~~dollars ~~controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer~~ in ~~the~~thousands ~~reports~~except ~~that~~share ~~it files or submits under the Exchange Act is (i) recorded, processed, summarized~~ and ~~reported,~~per ~~within~~share the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited resources and lack of employees, management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were ineffective as of December 31, 2024.data

~~Management~~NOTE ~~has~~2 ~~identified~~– ~~control~~SUMMARY ~~deficiencies regarding~~OF ~~inadequate~~SIGNIFICANT ~~accounting~~ACCOUNTING ~~resources,~~POLICIES the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s outsourced accounting staff. The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation. (Continued)

Too. ~~mitigate~~Recently ~~the~~issued ~~current limited resources~~ and ~~limited~~ ~~employees,~~adopted ~~we rely heavily on direct management oversight of transactions, along with the use of external legal and~~ accounting ~~professionals.~~ ~~As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.~~standards:

~~These~~As ~~control~~an ~~deficiencies~~“emerging ~~could~~growth ~~result~~company”, inthe aJumpstart ~~misstatement of~~Our ~~account~~Business ~~balances~~Startups ~~that~~Act ~~would~~(“JOBS ~~result~~Act”) inallows athe ~~reasonable~~Company ~~possibility that a material misstatement~~ to ~~our~~delay ~~consolidated~~adoption ~~financial~~of ~~statements may~~new ~~not be prevented~~ or ~~detected~~revised onaccounting apronouncements ~~timely~~applicable ~~basis.~~to Inpublic ~~light~~companies ofuntil ~~this~~such ~~material~~pronouncements ~~weakness,~~are wemade ~~performed~~applicable ~~additional analyses and procedures in order~~ to ~~conclude~~private ~~that~~companies. ~~our~~The ~~consolidated~~Company ~~financial~~has ~~statements~~elected ~~for~~to ~~the~~use ~~year ended December 31, 2024, included in~~ this ~~Annual~~extended ~~Report~~transition ~~on Form~~period ~~10-K~~under ~~were~~the ~~fairly~~JOBS ~~stated in accordance with GAAP~~Act. ~~Accordingly,~~The ~~management~~adoption ~~believes~~dates ~~that~~discussed ~~despite~~below ~~our~~reflects ~~material~~this ~~weaknesses, our consolidated financial statements for the year ended December 31, 2024, are fairly stated, in all material respects, in accordance with GAAP~~election.

~~Management~~1. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. Accordingly, the expanded disclosures are provided for the year ended December 31, 2025, while prior period disclosures have not been retroactively adjusted and continue to be presented under the previous disclosure requirements. As this update only impacts disclosures, its adoption did not have a material impact on the Company’s ~~Report~~consolidated onfinancial ~~Internal~~position, ~~Control Over~~results ~~Financial~~of ~~Reporting~~operations, or cash flows. See Note 7 Income Taxes for additional information.

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~p. ~~Internal~~Recently ~~control~~issued over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and ~~financial~~not ~~officers~~yet ~~and~~adopted effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting ~~principles and includes those policies and procedures that~~standards:

●1. ~~Pertain~~In toNovember 2024, the ~~maintenance~~FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of ~~records~~Income ~~that~~Statement inExpenses. ~~reasonable~~The ~~detail~~new ~~accurately~~guidance requires disclosure of certain costs and ~~fairly~~expenses ~~reflect~~in the ~~transactions~~notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026 and ~~dispositions~~interim ofreporting periods beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the ~~assets~~guidance ofcan be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company; is currently evaluating the impact this guidance will have on its financial statement disclosures.

●2. ~~Provide~~In ~~reasonable~~July ~~assurance~~2025 ~~that~~the ~~transactions~~FASB ~~are~~issued ~~recorded~~ASU asNo. ~~necessary~~2025-05 to– ~~permit~~Financial ~~preparation~~Instruments – Credit Losses (Topic 326): Measurement of ~~financial~~Credit ~~statements~~Losses infor ~~accordance~~Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with ~~generally~~Customers. ~~accepted~~Under ~~accounting~~this ~~principles~~practical expedient, ~~and~~entities may assume that ~~receipts~~current ~~and~~conditions ~~expenditures~~as of the ~~Company~~balance ~~are~~sheet ~~being~~date ~~made~~do ~~only~~not inchange ~~accordance~~for ~~with~~the ~~authorizations~~remaining life of ~~management~~the ~~and~~asset. ~~directors~~ASU of2025-05 ~~the~~is effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company; is currently evaluating ASU 2025-05 and its effect on its consolidated financial statements and disclosures.

●3. ~~Provide~~In ~~reasonable~~November ~~assurance~~2025, ~~regarding~~the ~~prevention~~FASB orissued ~~timely~~ASU ~~detection~~No. of2025-11, ~~unauthorized~~Interim ~~acquisition~~Reporting (Topic 270): Narrow-Scope Improvements, ~~use~~which orintroduced ~~disposition~~new ofguidance on disclosures to provide clarity about the current requirements for interim reporting. This guidance is effective for the Company’s ~~assets~~for ~~that~~interim ~~could~~reporting ~~have~~periods awithin ~~material~~annual ~~effect~~reporting onperiods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2025-11 will have on its consolidated financial statements.

304. In October 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which introduced authoritative guidance on the accounting for government grants received by business entities. This guidance is effective for the Company for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact ASU 2025-10 will have on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.F-12

InCHARGING ~~connection~~ROBOTICS ~~with this assessment, the Company reports the material weakness, as described below, in internal control over financial reporting as of December 31, 2024~~INC. Management has identified material weaknesses regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s outsourced accounting staff. The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement for the annual or interim financial statements will not be prevented or detected on a timely basis. Because of the material weakness described above, and based on management’s assessment, as of December 31, 2024, the Company’s internal control over financial reporting was not effective.

~~Notwithstanding~~NOTES ~~the material~~TO ~~weakness, we~~THE ~~believe~~CONSOLIDATED ~~that~~FINANCIAL ~~our financial statements contained in this report fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.~~STATEMENTS

~~Our~~For ~~management~~the ~~has~~Years ~~initiated~~Ended ~~steps~~December ~~and~~31, ~~plans~~2025 toand ~~take additional measures to remediate the underlying causes of the material weakness.~~2024

~~Planned~~U.S. ~~Remediation~~dollars ofin ~~Material~~thousands ~~Weaknesses~~except share and per share data

~~Our~~NOTE ~~management~~3 ~~has~~– ~~been~~ACQUISITION ~~actively~~OF ~~engaged~~REVOLTZ ~~in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include:~~

~~● engaging internal control consultants to assist us in performing~~ a. ~~financial~~On ~~reporting~~April ~~risk~~24, ~~assessment~~2021, asCR ~~well~~Ltd. asinvested ~~identifying~~$250 ~~and~~representing ~~designing~~19.99% ~~our system~~ of ~~internal controls necessary to mitigate~~ the ~~risks~~share ~~identified;~~capital ~~● preparation~~ of ~~written~~Revoltz ~~documentation~~Ltd. of(“Revoltz”), ~~our~~an ~~internal~~Israeli ~~control~~private ~~policies~~company ~~and~~focusing ~~procedures;~~on ●research, ~~until~~development weand ~~have~~production ~~sufficient~~of ~~technical~~micro-mobility ~~accounting~~vehicles ~~resources,~~for wethe ~~have~~urban ~~engaged~~environment ~~external~~for ~~consultants~~the tobusiness ~~provide support~~ and tothe ~~assist~~private ~~us in our evaluation of more complex applications of GAAP~~markets.

Web. ~~continue~~On toJuly ~~enhance~~28, ~~corporate~~2022, ~~oversight~~CR ~~over process-level~~Ltd. ~~controls~~entered ~~and~~into ~~structures~~a toconvertible ~~ensure~~loan ~~that~~agreement ~~there~~with isRevoltz ~~appropriate~~pursuant ~~assignment~~to ofwhich ~~authority,~~CR ~~responsibility,~~Ltd. ~~and~~was ~~accountability~~ required to ~~enable~~loan ~~remediation~~an amount of ~~our~~$60 ~~material~~(the ~~weaknesses.~~“Loan WePrincipal ~~believe~~Amount”) ~~that~~in ~~our~~Revoltz. ~~remediation~~In ~~plan~~addition, ~~will~~CR beLtd. ~~sufficient~~will toprovide ~~remediate~~an ~~the~~additional ~~identified material~~loan ~~weaknesses~~to ~~and~~Revoltz ~~strengthen~~in ~~our~~an ~~internal~~amount ~~control~~of ~~over~~up ~~financial reporting. As we continue~~ to ~~evaluate,~~$340 ~~and~~(the ~~work~~“Additional toAmount” ~~improve~~and, ~~our internal~~together ~~control~~with ~~over~~the ~~financial~~Loan ~~reporting~~Principal Amount, ~~management~~the ~~may~~“Total ~~determine~~Loan ~~that~~Amount”). ~~additional~~The ~~measures~~Total toLoan ~~address~~Amount ~~control~~will ~~deficiencies~~carry orinterest ~~modifications to~~at the ~~remediation~~minimum ~~plan~~rate ~~are~~prescribed ~~necessary~~by Israeli law.

~~Limitations~~The onTotal ~~Effectiveness~~Loan Amount will be converted into shares of ~~Controls~~Revoltz ~~and~~upon ~~Procedures~~the occurrence of any of the following events (each, a “Trigger Event”):

~~Our~~i) ~~management,~~The ~~including~~consummation our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of afunding ~~control~~by ~~system~~Revoltz ~~must reflect the fact that there are resource constraints and the benefits~~ of ~~controls~~an ~~must~~aggregate beamount ~~considered relative to their costs. Because~~ of ~~the inherent limitations in all control systems~~$1,000 noat ~~evaluation~~a of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decisionpre-~~making~~money ~~can~~Revoltz bevaluation ~~faulty and that breakdowns can occur because~~ of ~~simple~~at ~~error~~least ~~or mistake. Additionally~~$7,000 ~~controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based~~ (in ~~part upon certain assumptions about~~ the ~~likelihood~~form of ~~future~~Simple ~~events~~Agreement ~~and~~for ~~there~~Future ~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time~~Equity, ~~controls~~equity ~~may become inadequate because of changes in conditions,~~ or ~~the~~otherwise); ~~degree of compliance with the policies~~ or ~~procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~

~~Changes~~ii) inRevoltz ~~Internal~~has ~~Control~~generated ~~Over~~an ~~Financial Reporting~~aggregate of $1,000 or more in revenue.

NoIn ~~changes in~~ the ~~Company’s~~event ~~internal~~that ~~control over~~a ~~financial~~Trigger ~~reporting~~Event ~~have~~will ~~come~~not tooccur ~~management’s~~on ~~attention~~or ~~during~~prior to the ~~Company’s~~24-month ~~fiscal~~anniversary ~~year~~of ~~ended~~the ~~December~~date ~~31,~~on ~~2024,~~which ~~that have~~the ~~materially~~Loan ~~affected,~~Principal orAmount ~~are~~is ~~likely~~actually extended to ~~materially affect~~Revoltz, the ~~Company’s~~loan ~~internal~~will ~~control~~be ~~over~~due ~~financial~~and ~~reporting~~repayable by Revoltz to the Company.

~~ITEM~~ 9BOn December 31, 2024, the balance of the Loan Principal Amount granted and accrued interest, was $64. ~~OTHER~~No ~~INFORMATION~~Additional Amounts have been funded.

~~None~~c. On June 24, 2025, the Company entered into the Revoltz Exchange Agreement with Revoltz and the Exchanging Shareholders. According to the Revoltz Exchange Agreement, the Company issued an aggregate of 12.3% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of the Company’s common stock, to the Exchanging Shareholders, and the Exchanging Shareholders transferred to the Company 37,476 ordinary shares of Revoltz, which represents 32.74% of the outstanding share capital of Revoltz on a fully diluted and post-closing basis. The transactions contemplated by the Revoltz Exchange Agreement closed on June 26, 2025 (“the Closing”).

~~Item~~ 9CConcurrently with the Closing, Revoltz signed agreements with certain of its debt holders. ~~Disclosure~~Under ~~Regarding Foreign~~the ~~Jurisdictions~~terms ~~that~~of ~~Prevent~~such ~~Inspections~~agreements, Revoltz issued 7,000 Revoltz ordinary shares in replacement of debt in a total amount of $462 (including the $65 loan balance mentioned in Note 3.b above). Upon the issuance of such Revoltz ordinary shares, CR Ltd.’s equity investment in Revoltz decreased from 18.6% to 18.33% of the outstanding share capital of Revoltz.

~~Not~~ ~~applicable~~After the Closing, the Company, together with CR Ltd., holds 51.07% of the outstanding share capital of Revoltz.

31 The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) that was achieved in stages. As a result of the change of control, the Company was required to remeasure CR Ltd.’s pre-existing equity investment in Revoltz at fair value prior to consolidation. CR Ltd. estimated the fair value of its 18.6% pre-existing investment in Revoltz to be approximately $1,321. The remeasurement resulted in the recognition of a pre-tax gain of $1,287, which is presented within other income on the Consolidated Statements of Comprehensive Loss.

~~PART~~d. ~~III~~As part of the Revoltz Exchange Agreement, the Company and Revoltz signed a monthly funding letter (the “Funding Letter”) that became effective upon the Closing of the transactions contemplated by the Revoltz Exchange Agreement. According to the Funding Letter, the Company agreed to provide Revoltz monthly funding in the amount up to $25 per month until the earlier of: (i) a period of 24 months, and (ii) termination of the appointment of Revoltz’s CEO.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~F-13

~~The~~CHARGING ~~following~~ROBOTICS ~~table sets forth the name, age and positions of our executive officers and directors~~INC.

NAME	Age	POSITION
Hovav Gilan	56	Chief Executive Officer
Gadi Levin	52	Chief Financial Officer
Yakov Baranes	42	Director
Eliyahu Yoresh	55	Director
Amitay Weiss	62	Director
Tali Dinar	53	Director

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~The~~For ~~business~~the ~~background~~Years ~~and~~Ended ~~certain~~December ~~other~~31, ~~information~~2025 ~~about our directors~~ and ~~executive officers is set forth below:~~2024

~~Hovav Gilan served as our CEO since April 2023~~U. ~~Hovav also serves as the CEO of CR Israel, our wholly-owned subsidiary since its inception in 2021~~S. ~~Hovav has~~ andollars ~~engineering degree~~ in ~~Chemical~~thousands ~~Engineering~~except ~~and~~share ~~Chemistry from the Technion Israeli Institute of Technology as well as an MBA from the University of Liverpool UK. Prior to joining CR Israel, Hovav founded~~ and ~~managed~~per ashare water treatment company. Before that Hovav held various business development, sales and marketing positions as well as technical roles all in companies in the field of equipment for the semiconductor industry. Hovav served as application manager for Asia and Europe with Nova measuring instruments Ltd (NASDAQ NVMI).data

~~Gadi~~NOTE ~~Levin~~3 ~~has~~– ~~served~~ACQUISITION asOF ~~our~~REVOLTZ Chief Financial Officer since January 26, 2022. Mr. Levin also serves as a director and CFO of various publicly listed companies in the US and Canada. He has over 15 years of experience working with public US, Canadian and multi-jurisdictional public companies. Previously, Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in IPOs. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from the University of the Cape Town, South Africa in 1993, and a post graduate diploma in Accounting from the University of South Africa in 1995. He received his Chartered Accountant designation in South Africa in 1998 and has an MBA from Bar Ilan University in Israel, which he received in 2006.(Continued)

~~Yakov Baranes has served as a member of our board of directors since April 7, 2023~~e. ~~Mr.~~The ~~Baranes~~following ~~Business~~table ~~strategy~~summarizes ~~expert~~the ~~with~~equity amethod ~~demonstrated~~accounting 11for ~~years~~the ~~history~~investment ~~of working with various industries and government entities. Skilled~~ in business strategy planning and implementations on a corporate level and business unit level. Working also with start- up companies in shaping their business plans and supporting their capital raising rounds. Holds a Bachelor of Arts (B.A.) in Economics from the Technion - Israel Institute of Technology and a MBA from IDC, Herzliya.Revoltz:

Eliyahu Yoresh has served as a member of our board of directors since April 7, 2023. Mr. Yoresh also serves as a member of the board of Xylo Technologies Ltd (“Xylo”, Nasdaq: XYLO) since September 2018 and as Xylo Chairman of the board since February 2020. Mr. Yoresh serves as chief financial officer of Foresight Autonomous Holdings Ltd. (Nasdaq, TASE: FRSX). In addition, Mr. Yoresh serves as a director of Rail Vision Ltd (Nasdaq: RVSN), Jeff Brands Ltd (Nasdaq: JFBR), Viewbix Inx (OTC: VBIX), Elbit Imaging Ltd (TASE: EMITF) and Gix (TASE: GIX) Mr. Yoresh served as the chief executive officer of Tomcar Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to 2008. Mr. Yoresh is an Israeli Certified Public Accountant. Yoresh acquired a B.A. in business administration from the Business College, Israel and an M.A. in Law Study from Bar-Ilan University, Israel.

Balance, January 1, 2024	$	110
Equity in losses		(36	)
Foreign currency translation		(1	)
Balance, December 31, 2024		73
Equity in losses		(42	)
Foreign currency translation		3
Balance, June 26, 2025	$	34

~~Amitay Weiss has served as a member of our board of directors since January 6, 2022~~f. ~~Mr.~~The ~~Weiss~~table ~~Weiss~~below ~~has~~summarizes ~~served Chairman of~~ the ~~Board~~fair ofvalue ~~Directors~~ of ~~Scispacr Ltd since August 19, 2019. Mr. Weiss served as~~ the ~~Chief~~consideration ~~Executive~~transferred ~~Officer~~to ofacquire SciSparc Ltd. from August 2020 until January 2022, and since January 2022, Mr. Weiss has served as the Chairman of SciScparc’s Board of Directors. In addition, Mr. Weiss currently serves as Chairman of the Board of Directors of both Automax Ltd. (TASERevoltz: AMX) and Save Foods, Inc. In 2016, Mr. Weiss founded Amitay Weiss Management Ltd. and now serves as its chief executive officer. From 2001 until 2015, Mr. Weiss served as vice president of business marketing & development and in various other positions at Bank Poalei Agudat Israel Ltd. from the First International Bank of Israel group. Mr. Weiss holds a B.A. in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B from the Ono Academic College.

Fair value of previously held equity method investment	$	1,321
Issuance of shares		2,325
Loan converted into shares		65
Non-controlling interests		3,474
Total purchase consideration	$	7,185

~~Tali~~The ~~Dinar~~total ~~has~~consideration ~~served~~was asallocated ato ~~member~~the offair ~~our board~~value of ~~directors since April 7, 2023. Since 2021, Ms. Dinar has served as Chief Financial Officer of Xylo,~~ the ~~Company’s~~net ~~former parent~~assets ~~company. Ms. Dinar also serves served as Chief Financial Officer of Novomic Ltd.~~acquired, aincluding ~~private~~identifiable ~~company~~intangible ~~since~~assets ~~between January 2019 and January 2023. Mrs. Dinar also currently serves~~ as ~~a member~~ of the ~~board~~Acquisition ~~of directors of Jeffs’ Brands~~Date, ~~beginning~~with ~~September 30, 2021, and Parazero Ltd. beginning February 13, 2022 and Charging Robotics Ltd. since November 2021. She has also served as a member of~~ the ~~board~~excess ofpurchase ~~directors~~price ofrecorded ~~Micronet Ltd. (TASE: MCRNT) since between July 2016 and February 2023. Between 2019 and 2020, Mrs. Dinar served~~ as ~~the Chief Financial Officer of TechCare Corp~~goodwill. ~~(currently~~The ~~Citrine~~goodwill ~~Global~~that ~~Corp.)~~arose ~~(OTCQB:~~from ~~CTGL). Between 2009 and 2019, Mrs. Dinar worked at~~ the ~~MICT~~acquisition ~~group~~consists ~~and served in various positions, including as Chief Financial Officer~~ of ~~MICT~~synergies ~~Inc.~~expected ~~(Nasdaq:~~from ~~MICT) and as Chief Financial Officer of MICT Telematics Ltd. From 2002 until 2006, Ms. Dinar served as~~ the ~~chief~~activities ~~controller~~ of ~~I.T.L. Optronics Ltd. From 1997 until 2000, Ms. Dinar worked in~~ the ~~audit~~Company ~~department of Ernst & Young Global. Ms. Dinar is a certified public accountant in Israel~~ and ~~holds a B~~Revoltz.~~A. degree in Accounting and Business Management from The College of Management, Israel.~~

~~Family~~ ~~Relationships~~Management’s estimate of the fair values of the acquired intangible assets as of the acquisition date is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Additional information, which existed as of the acquisition date but is yet unknown to the Company, may become known to the Company during the remainder of the measurement period, which will not exceed twelve months from the acquisition date. Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the acquisition date and may result in a corresponding adjustment to goodwill in the period in which new information becomes available.

There are no family relationships among any of the Company’s directors and officers.

Total purchase consideration	$	7,185

Net assets acquired
Tangible assets
Cash	$	(2	)
Other assets		(77	)

Liabilities and other		271
Net book value of tangible assets		192
Intangible assets
Technology		7,279
Deferred tax		(1,674	)
Total intangible assets		5,605
Goodwill		1,772
Total net assets acquired	$	7,185

~~Involvement in Certain Legal Proceedings~~F-14

WeCHARGING ~~are~~ROBOTICS not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-KINC.

~~Arrangements~~NOTES ~~between~~TO ~~Officers~~THE ~~and~~CONSOLIDATED ~~Directors~~FINANCIAL STATEMENTS

ToFor ~~our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which~~ the ~~officer~~Years ~~was~~Ended ~~selected~~December ~~to serve as an officer. However~~31, ~~some~~2025 ~~of our directors are also directors of Medigus Ltd., which is one of our major shareholders.~~and 2024

~~Board~~U.S. ofdollars ~~Directors~~in thousands except share and per share data

~~There~~NOTE ~~are~~4 no– ~~agreements~~INTANGIBLE ~~with~~ASSETS, ~~respect to the election of directors.~~NET

~~Insider~~On ~~Trading~~December 31, ~~Policy~~2025, intangible assets consisted of the following:

We have adopted a statement of trading policies that governs the trading in our securities by our directors, officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Insider Trading Policy is included as Exhibit 19.1 to this annual report. In addition, with regard to any trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

	Cost		Accumulated amortization			Net		Amortization period (in years)
Technology		7,279		(303	)		6,976		12
Total intangible assets	$	7,279	$	(303	)	$	6,976

33Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

~~ITEM~~ 11Amortization expense was $303 for the year ended December 31, 2025. ~~EXECUTIVE~~The ~~COMPENSATION~~estimated future amortization expense for the next five years is as follows:

Summary Compensation Table

Year ending December 31,	Amount
2026	$	606
2027	$	606
2028	$	606
2029	$	606
2030	$	606

~~The~~NOTE ~~following~~5 ~~sets~~– ~~forth~~RELATED ~~the compensation paid by us to our named executive officers, during the years ended December 31, 2024, and December 31, 2023.~~PARTIES

Name and Principal Position	Year	Salary ($) (1)		Bonus ($)		Stock Awards ($)		Option Awards ($) (2)		All Other Compensation ($)		Total ($)
Hovav Gilan (2)	2024		80,000		-		-		-		-		80,000
Chief Executive Officer	2023		87,000		-		-		-		-		87,000
Amitay Weiss (3)	2024		-		-		-		-		-		-
Chief Executive Officer	2023		-		-		-		-		-		-
Gadi Levin	2024		36,000		-		-		-		-		36,000
Chief Financial Officer	2023		44,000		-		-		-		-		44,000

In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties other than the credit line facility.

~~(1)~~Payables ~~On October 1, 2021, CR Israel signed a consulting agreement with its CEO, Mr. Hovav Gilan (the “CEO”), pursuant~~ to ~~which~~related ~~CR Israel will pay the CEO a monthly fee of NIS 24,700 (approximately $7).~~parties:

(2) Hovav Gilan’s tenure as Chief Executive Officer began on April 7, 2023.

	December 31,		December 31,
	2025		2024
Consulting fees to executive officers	$	23	$	26
Directors		118		88
Xylo (see note 5b)		-		58
	$	141	$	172

b. As of January 1, 2023, CR Ltd. owed to Xylo Technologies Ltd. (3“Xylo”), ~~Amitay~~a ~~Weiss~~related party, who held the majority of the Company’s ~~tenure~~common asstock, ~~Chief~~$550 ~~Executive~~(the ~~Officer~~“Xylo ~~ended~~Loan”). onThe Xylo Loan bears interest in accordance with section 3(i) of the Israeli tax code (6.91% annually during 2024) and no fixed date for repayment has been determined. On January 1, 2023, CR Ltd. and Xylo signed an agreement to amend the terms of the Xylo Loan (the “Xylo Loan Agreement”). Pursuant to the Xylo Loan Agreement, the interest rate remains unchanged, and the principal and interest is payable in cash or shares, or a combination thereof by June 30, 2023. On April 74, 2023, the Xylo Loan balance was $553. $509 of the Xylo Loan was converted into 28 shares of CR Ltd. (representing 1,206,834 shares of the Company) and the remaining Xylo Loan balance is payable in cash. The Company is in discussions with Xylo to extend the repayment date of the remaining Xylo Loan balance. As of July 24, 2025, Xylo is no longer a related party of the company. As of December 31, 2025, the loan balance is $35 and is presented under short term loans.

~~All~~c. ~~Other~~On ~~Compensation~~August ~~Table~~18, 2025, Revoltz signed an employment agreement with its chief executive officer (the “Revoltz CEO”) pursuant to which the Revoltz CEO is engaged by Revoltz on a full-time basis. Previously, the Revoltz CEO was employed by Revoltz under a consultant service agreement. Pursuant to the to the agreement, following the completion of the uplisting of the Company’s shares of common stock the Nasdaq Stock Market (the “Uplist”), the Revoltz CEO shall be entitled to participate in the Company 2023 Equity Incentive Plan. The Revoltz CEO be granted an aggregate of 491,547 restricted stock units (“RSUs”) consisting of (i) 196,619 RSUs, which shall vest in fully immediately upon the completion of the Uplist and (ii) 294,928 RSUs shall vest equally on an annual basis, 1/3 at the end of each 12 month period after the Uplist. In connection with the entry in the employment agreement, the Revoltz CEO waived all claims or demands against Revoltz, the Company or any of their officers, directors, or stockholders, in connection with any services previously provided by him to Revoltz up to the effective date of the employment agreement. The Revoltz CEO further irrevocably confirmed that no sums are owed to him in connection with the performance or termination of any such past services, including, without limitation, expense reimbursements, and any debts.

~~The “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:~~F-15

Name	Year	Automobile- Related Expenses ($)	Manager’s Insurance* ($)	Education Fund* ($)	Other social benefits** ($)	Total ($)
Hovav Gilan (1)	2024	-	-	-	-	-
	2023	-	-	-	-	-
Amitay Weiss (2)	2024	-	-	-	-	-
	2023	-	-	-	-	-
Gadi Levin	2024	-	-	-	-	-
	2023	-	-	-	-	-

CHARGING ROBOTICS INC.

*NOTES ~~Manager’s~~TO ~~insurance~~THE ~~and~~CONSOLIDATED ~~education~~FINANCIAL funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted purposes.STATEMENTS

**For ~~Other~~the ~~social~~Years ~~benefits~~Ended ~~for~~December ~~2024~~31, ~~and~~2025 ~~2023 for all named individuals includes tax payments in respect of social benefits.~~and 2024

~~(1)~~U.S. ~~Hovav~~dollars ~~Gilan’s~~in ~~tenure~~thousands asexcept ~~Chief~~share ~~Executive~~and per ~~Officer~~share ~~began on April 7, 2023.~~data

~~(2)~~NOTE ~~Amitay~~6 ~~Weiss’s~~– ~~tenure~~COMMON asSTOCK ~~Chief~~AND ~~Executive~~PREFERRED ~~Officer ended on April 7, 2023.~~SHARES

34a. The Company’s share capital is as follows:

Agreements with Named Executive Officers

December 31, 2025

December 31, 2024

Authorized

Issued and
outstanding

Authorized

Issued and
outstanding

Common stock

&nbs

Filing Compare · Charging Robotics Inc.