Charging Robotics Files S-1/A for Resale, Eyes Nasdaq Uplisting

TL;DR

**CHEV's Nasdaq uplisting is a bullish signal for liquidity, but the lack of new capital from this resale means existing investors are cashing out, so watch for future primary offerings.**

AI Summary

Charging Robotics Inc. (CHEV) filed an S-1/A on November 17, 2025, for the resale of up to 7,928,852 shares of common stock by existing selling stockholders. The company, focused on wireless EV charging systems for robotic parking, will not receive any direct proceeds from this offering, with all net proceeds going to the selling stockholders. CHEV's common stock is currently quoted on the OTCID Basic Market at $5.08 per share as of November 14, 2025, and the company has applied to list on the Nasdaq Capital Market under the same symbol, CHEV. A significant development includes a $3.0 million credit facility entered into on June 8, 2025, from which $308,000 had been drawn as of September 30, 2025, accruing interest at 12% per annum. Furthermore, on June 24, 2025, CHEV acquired an additional 32.74% of Revoltz Ltd. for 1,385,002 shares of its common stock, making Revoltz a majority-owned subsidiary. Revoltz, in which CHEV initially invested $250,000 for a 19.99% stake on April 24, 2021, recently announced a $2.7 million exclusive distribution agreement for its PORTO Micro-Mobility EVs. The company's total outstanding shares are 11,442,871 as of November 14, 2025.

Why It Matters

This S-1/A filing signals Charging Robotics' intent to uplist to Nasdaq, a move that could significantly increase CHEV's visibility and liquidity for investors, potentially attracting a broader institutional base compared to its current OTCID listing. The offering itself, a resale by existing stockholders, means no new capital for the company, which could be a concern for growth initiatives, though the $3.0 million credit facility provides some operational runway. The strategic acquisition of a majority stake in Revoltz Ltd. positions CHEV to capitalize on the last-mile delivery EV market, diversifying its revenue streams beyond robotic parking systems and intensifying competition in the urban mobility sector.

Risk Assessment

Risk Level: high — The filing explicitly states, 'Investing in our securities involves a high degree of risk,' on page 5. The company is an 'Emerging Growth Company' and is still in the development and pilot project phase for its core technology, with only $308,000 drawn from a $3.0 million credit facility as of September 30, 2025, indicating early-stage financial standing and reliance on future equity financing for principal repayment.

Analyst Insight

Investors should monitor CHEV's Nasdaq listing approval, as this is a critical condition for the offering's effectiveness and could impact stock price. Given the resale nature of the offering, new investors should exercise caution, as the company is not raising capital directly, and existing shareholders are liquidating positions.

Financial Highlights

total Assets

$7,610K

net Income

$204K

eps

$0.02

cash Position

$47K

Key Numbers

• 7,928,852 — Shares offered for resale (Represents shares held by selling stockholders, not new issuance by company.)
• $5.08 — Last reported share price (On OTCID as of November 14, 2025, prior to potential Nasdaq uplisting.)
• $3.0 million — Credit Facility Amount (Provides operational funding, with $308,000 drawn as of September 30, 2025.)
• 12% — Credit Facility Interest Rate (Annual interest rate on the $3.0 million credit facility.)
• 1,385,002 — Exchange Shares Issued (Issued to Revoltz Shareholders for 32.74% of Revoltz's share capital.)
• 11,442,871 — Common Stock Outstanding (As of November 14, 2025, prior to the effectiveness of this offering.)
• $2.7 million — Revoltz Distribution Agreement (Exclusive distribution agreement for PORTO Micro-Mobility EVs announced by Revoltz.)
• 200,000 — Facility Warrants Shares (Shares issuable upon exercise of warrants issued to lenders at $15.00 per share.)

Key Players & Entities

• Charging Robotics Inc. (company) — Registrant and issuer of common stock
• Revoltz Ltd. (company) — Majority-owned subsidiary of Charging Robotics Inc.
• Nasdaq Capital Market (regulator) — Target stock exchange for uplisting
• OTCID Basic Market (regulator) — Current stock exchange for CHEV
• $3.0 million (dollar_amount) — Credit facility amount
• $308 thousand (dollar_amount) — Amount drawn from credit facility as of September 30, 2025
• 7,928,852 shares (dollar_amount) — Number of shares offered for resale by selling stockholders
• 11,442,871 shares (dollar_amount) — Total common stock outstanding as of November 14, 2025
• $5.08 (dollar_amount) — Last reported sale price of common stock on OTCID on November 14, 2025
• David Huberman, Esq. (person) — Legal counsel from Greenberg Traurig, P.A.

FAQ

Risk Factors

• Potential for stock price decline due to resale of shares [medium — market]: The resale of 7,928,852 shares of common stock by existing stockholders could adversely affect the market price of CHEV's stock. The market may perceive these sales as a sign of weakness or lead to increased supply, potentially driving down the stock price.
• Geopolitical instability in Israel impacting operations [high — operational]: The company's headquarters, R&D, and significant operations are based in Israel. Political, economic, and military instability in Israel and the surrounding region, including past conflicts and recent events like the October 2023 Hamas attacks, could directly disrupt business operations and negatively affect financial results.
• Dilution from future equity or debt issuances [medium — financial]: The company may issue additional shares of common stock or convertible securities in the future. Such issuances could lead to substantial dilution for existing shareholders and potentially cause a decline in the stock price.
• Nasdaq listing approval as a condition for offering [high — regulatory]: The effectiveness of the registration statement and the closing of this offering are contingent upon the approval of CHEV's common stock for listing on the Nasdaq Capital Market. Failure to secure Nasdaq listing would prevent the offering from proceeding.

Industry Context

The electric vehicle (EV) charging sector, particularly for robotic and automated systems, is a rapidly evolving niche within the broader EV market. Companies are focusing on solutions that enhance convenience and efficiency for EV owners. The micro-mobility EV segment, where Revoltz operates, is also experiencing growth driven by urban transportation needs and sustainability initiatives. Competition exists from established automotive players and specialized charging technology providers.

Regulatory Implications

The company's application to list on the Nasdaq Capital Market subjects it to Nasdaq's listing rules and ongoing compliance requirements. Furthermore, as a company with significant operations in Israel, it must navigate any regulatory or trade implications arising from geopolitical events in the region. The S-1/A filing itself is a SEC regulatory requirement for the resale of securities.

What Investors Should Do

1. Monitor Nasdaq Listing Approval
2. Assess Revoltz Ltd. Performance
3. Evaluate Geopolitical Risks
4. Analyze Shareholder Dilution Potential

Key Dates

• 2021-04-24: Initial investment in Revoltz Ltd. — Marked the company's entry into the micro-mobility EV sector through an affiliate.
• 2025-06-08: Entered into $3.0 million credit facility — Secured a source of funding for operations, with $308,000 drawn by September 30, 2025.
• 2025-06-24: Acquired additional 32.74% of Revoltz Ltd. — Made Revoltz a majority-owned subsidiary, increasing control and potential integration of its distribution agreement.
• 2025-09-30: As of this date, $308,000 drawn from credit facility — Indicates partial utilization of the available credit line for operational needs.
• 2025-11-14: Common stock quoted at $5.08 on OTCID — Provides a recent valuation benchmark prior to potential Nasdaq listing.
• 2025-11-17: Filed S-1/A for resale of shares — Initiated the process for existing stockholders to sell up to 7,928,852 shares.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, typically used to update or correct information before an offering becomes effective. (This filing is the primary document detailing the proposed resale of shares and related company information.)

OTCID Basic Market

A quotation service for over-the-counter (OTC) securities, generally for smaller companies or those not meeting exchange listing requirements. (Indicates the current trading venue for CHEV's stock before its potential uplisting to Nasdaq.)

Nasdaq Capital Market

A tier of the Nasdaq Stock Market that lists companies meeting certain minimum financial and liquidity standards, often serving as a stepping stone to the Nasdaq Global Market. (The company is seeking to list its shares here, which could increase visibility and liquidity.)

Credit Facility

A type of loan or line of credit extended by a financial institution to a borrower, providing access to funds up to a certain limit. (Provides the company with access to capital for its operations, as evidenced by the $3.0 million facility.)

Revoltz Ltd.

A company in which Charging Robotics Inc. acquired a majority stake, involved in the distribution of PORTO Micro-Mobility EVs. (Represents a significant subsidiary and a potential growth driver for Charging Robotics.)

Selling Stockholders

Existing shareholders who are offering to sell their shares in a public offering, as opposed to the company issuing new shares. (All shares in this offering are being sold by existing stockholders; the company receives no proceeds.)

Dilution

The reduction in the ownership percentage of a shareholder when a company issues new shares. (A risk factor mentioned, as future issuances could decrease the value of existing shares.)

Uplisting

The process of moving a company's stock from a lower-tier exchange (like OTC) to a higher-tier exchange (like Nasdaq). (The company is undergoing this process, which is a condition for the current offering.)

Year-Over-Year Comparison

This S-1/A filing provides updated financial data for the nine months ended September 30, 2025, showing a shift from a net loss of $580K in the prior year period to a net income of $204K. This improvement is notable, especially considering the increase in general and administrative costs from $320K to $771K. Research and development costs remained relatively stable. The company's cash position has significantly decreased from an unspecified amount in the prior year to $47K as of September 30, 2025, while total assets grew to $7,610K, largely due to the acquisition of Revoltz. New risks related to the Nasdaq uplisting and geopolitical instability in Israel are highlighted.

Key Financial Figures

• $0.0001 — 2 shares of our common stock, par value $0.0001 per share, held by the Selling Stockhol
• $5.08 — ce of our common stock on the OTCID was $5.08 per share. We have applied to list ou
• $250,000 — il 24, 2021, Charging Robotics invested $250,000 and purchased 19.99% of the share capit
• $2.7 million — On March 27, 2024, Revoltz announced a $2.7 million exclusive distribution agreement with t
• $3.0 million — ered into facility agreements for up to $3.0 million (the “Facility Loan Amount”
• $308 thousand — As of September 30, 2025, we drew down $308 thousand from the Facility Loan Agreements. Th
• $5.0 million — ions in an aggregate amount of at least $5.0 million. As part of the Facility Agreement, we
• $3.0 m — senting an aggregate exercise amount of $3.0 million, with a per share exercise price
• $15 — ion, with a per share exercise price of $15.00, subject to certain beneficial owner
• $0.01 — ned subsidiary, at an exercise price of $0.01 per share; 200,000 shares of common s
• $15.00 — ility Agreement at an exercise price of $15.00; 122,831 shares of common stock issua
• $12.82 — Motors Ltd., with an exercise price of $12.82 per share; 294,928 shares of common s

Filing Documents

• ea0265937-s1a1_charging.htm (S-1/A) — 316KB
• ea026593701ex23-1_charging.htm (EX-23.1) — 4KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001213900-25-111537.txt ( ) — 337KB

RISK FACTORS

RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 SELLING STOCKHOLDERS 8 PLAN OF DISTRIBUTION 13 MANAGEMENT 15 DESCRIPTION OF THE OFFERED SECURITIES 19 LEGAL MATTERS 21 EXPERTS 21 WHERE YOU CAN FIND MORE INFORMATION 21 MATERIAL CHANGES 22 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find More Information.” You should rely only on the information that is contained in this prospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell or solicit any security other than the shares of common stock offered by this prospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date. All trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ® and ™ symbols, bu

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares of common stock included in this prospectus by the Selling Stockholders . All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.”

Risk Factors

Risk Factors Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 5 this prospectus. Listings Our common stock is quoted on the OTCID under the symbol “CHEV”. We have applied to list our common stock on the Nasdaq under the symbol “CHEV”. Assuming that our common stock is listed for trading on the Nasdaq, the quoting of our common stock on OTCID will be discontinued prior to the listing on Nasdaq. It is a condition to the closing of this offering that our shares of common stock shall have been approved for listing on the Nasdaq Capital Market. We will not request effectiveness of the registration statement pursuant to which this prospectus relates until the Nasdaq Stock Market LLC has approved the listing of our shares of common stock on Nasdaq. Unless otherwise indicated, the number of shares of common stock outstanding prior to and after this offering is based on 11,442,871 shares of common stock outstanding as of November 14, 2025, and excludes as of such date: 6,150,000 shares of common stock issuable upon exercise of outstanding warrants issued to former shareholders of Charging Robotics Ltd., our wholly-owned subsidiary, at an exercise price of $0.01 per share; 200,000 shares of common stock issuable upon the exercise of outstanding Facility Warrants issued in connection with the Facility Agreement at an exercise price of $15.00; 122,831 shares of common stock issuable upon exercise of outstanding warrants issued to Automax Motors Ltd., with an exercise price of $12.82 per share; 294,928 shares of common stock issuable upon exercise of restricted stock units, or RSUs, granted to the chief executive officer of Revoltz; and 1,372,656 shares of common stock reserved for potential future issuance pursuant to our 2023 Stock Incentive Plan. Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding warrants de

financial statements included elsewhere in or incorporated by reference into this prospectus

financial statements included elsewhere in or incorporated by reference into this prospectus. We have also derived the statements of comprehensive income (loss) for the nine months ended September 30, 2025 and 2024 and the balance sheet data as of September 30, 2025 from our unaudited interim financial statements included elsewhere in this prospectus. Such financial necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated

financial statements and related notes included elsewhere in this prospectus

financial statements and related notes included elsewhere in this prospectus. Year Ended December 31, Nine Months Ended September 30 (USD in thousands, except share data) 2024 2023 2025 2024 Operating expenses: Research and development costs, net $ 319 $ 329 $ 267 $ 226 General and administrative costs 458 437 771 320 Operating loss (777 ) (766 ) (1,038 ) (546 ) Other income - - 1,287 - Financial expenses, net (29 ) (11 ) (93 ) (4 ) Equity in losses from investment in affiliate (36 ) (27 ) (42 ) (30 ) Net income (loss) for the period (842 ) (804 ) 114 (580 ) Net loss attributable to non-controlling interest - - (90 ) - Net income (loss) attributable to the Company (842 ) (804 ) 204 (580 ) Other comprehensive income (loss) (3 ) (15 ) 10 (2 ) Total comprehensive income (loss) $ (845 ) $ (819 ) $ 124 $ (582 ) Comprehensive loss attributable to non-controlling interests - - (90 ) - Comprehensive income (loss) attributable to the Company (845 ) (819 ) 214 (582 ) Weighted average common stock outstanding 9,157,398 7,807,370 10,260,100 9,152,228 Basic and diluted income (loss) per share of common stock $ (0.09 ) $ (0.10 ) $ 0.02 $ (0.06 ) As of September 30, (USD in thousands) 2025 Balance Sheet Data: Cash $ 47 Total assets $ 7,610 Total non-current liabilities $ 36 Total stockholders’ equity $ 6,026 4

RISK FACTORS

RISK FACTORS An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risk set forth below, as well as the risks described in our most recent Annual Report on Form 10-K, any updates to those risks in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus. The risks so described are not the only risks facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment. The sale of a substantial amount of our shares of common stock including resale of the shares being registered hereunder in the public market could adversely affect the prevailing market price of our common stock. We are registering for resale 7,928,852 shares of common stock. Sales of substantial amounts of shares of our shares of common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares of common stock, and the market value of our other securities. We cannot predict if and when Selling Stockholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares of common stock or other equity or debt securities convertible into shares of common stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline. Our headquarters, research and development and other significant operations are located in I

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