Charging Robotics Files S-1 for Resale, Eyes Nasdaq Uplist

TL;DR

**CHEV's S-1 filing for shareholder resale and Nasdaq uplist is a bullish signal for increased visibility and future funding, despite no immediate capital raise from this specific offering.**

AI Summary

Charging Robotics Inc. (CHEV) is filing an S-1 to register 7,928,852 shares of common stock for resale by existing selling stockholders, with no direct proceeds going to the company from these sales. The company, focused on wireless EV charging systems for robotic parking, has applied to uplist its common stock from the OTCID Basic Market to the Nasdaq Capital Market under the symbol "CHEV." A key recent development is a $3.0 million credit facility entered into on June 8, 2025, which accrues interest at 12% per annum and includes warrants for 200,000 shares at an exercise price of $15.00. Additionally, on June 26, 2025, Charging Robotics increased its stake in Revoltz Ltd. to a majority-owned subsidiary by issuing 1,385,002 shares of its common stock in exchange for 32.74% of Revoltz's share capital, bringing its total ownership to 52.73%. Revoltz, in which CHEV initially invested $250,000 for 19.99% in April 2021, recently secured a $2.7 million exclusive distribution agreement for its PORTO Micro-Mobility EVs.

Why It Matters

This S-1 filing is crucial for Charging Robotics as it facilitates the liquidity for existing shareholders and signals a strategic move towards a more reputable exchange, Nasdaq, which could enhance investor confidence and access to capital. The uplisting, a condition for drawing down the $3.0 million credit facility, is vital for the company's operational funding and growth in the competitive EV charging market. The increased ownership in Revoltz Ltd. positions CHEV to capitalize further on the last-mile delivery EV segment, diversifying its revenue streams beyond robotic parking systems. For investors, the lack of direct proceeds from this specific offering means no immediate capital injection for CHEV, but the Nasdaq listing could attract new institutional interest.

Risk Assessment

Risk Level: medium — The company faces medium risk due to its reliance on an uplisting to Nasdaq to access a $3.0 million credit facility, which is critical for its operations. Furthermore, the offering is solely for selling stockholders, meaning Charging Robotics will not receive any direct proceeds, limiting immediate capital infusion for growth. The company also operates in the highly competitive and evolving EV charging and micro-mobility markets.

Analyst Insight

Investors should monitor CHEV's Nasdaq uplisting progress closely, as it's a prerequisite for accessing the $3.0 million credit facility and could significantly impact liquidity and valuation. Evaluate the long-term potential of its wireless charging technology and the Revoltz acquisition, considering the competitive landscape and the company's ability to secure future equity financing beyond the current credit facility.

Key Numbers

• 7,928,852 — Shares of Common Stock (Number of shares offered for resale by selling stockholders)
• $3.0M — Credit Facility (Amount of credit facility secured on June 8, 2025, contingent on Nasdaq uplisting)
• 12% — Interest Rate (Annual interest rate for the $3.0 million Credit Facility)
• 200,000 — Facility Warrants (Shares of common stock issuable upon exercise of warrants at $15.00 per share)
• 1,385,002 — Exchange Shares (Shares issued to Revoltz shareholders, representing 12.35% of CHEV's capital stock)
• 32.74% — Revoltz Share Capital Acquired (Percentage of Revoltz's share capital acquired in the June 26, 2025, exchange)
• 11,442,871 — Shares Outstanding (Common stock shares outstanding as of October 23, 2025)
• $5.45 — OTC Price (Last reported sale price on OTCID on October 23, 2025)
• $250,000 — Initial Revoltz Investment (Initial investment by Charging Robotics in Revoltz Ltd. on April 24, 2021)
• 52.73% — Revoltz Ownership (Total ownership stake in Revoltz Ltd. after the June 26, 2025, securities exchange)

Key Players & Entities

• Charging Robotics Inc. (company) — Registrant and issuer of common stock
• Revoltz Ltd. (company) — Israeli private company, now a majority-owned subsidiary of Charging Robotics
• Nasdaq Capital Market (regulator) — Target exchange for uplisting
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• David Huberman, Esq. (person) — Legal counsel from Greenberg Traurig, P.A.
• Michael Soumas, Esq. (person) — Legal counsel from Greenberg Traurig, P.A.
• $3.0 million (dollar_amount) — Credit facility amount and aggregate exercise amount for Facility Warrants
• $2.7 million (dollar_amount) — Exclusive distribution agreement for Revoltz Ltd.
• $5.45 (dollar_amount) — Last reported sale price of common stock on OTCID on October 23, 2025
• $15.00 (dollar_amount) — Per share exercise price for Facility Warrants

FAQ

Risk Factors

• Potential Adverse Impact of Resale Shares on Market Price [high — market]: The resale of 7,928,852 shares of common stock by existing stockholders could significantly depress the market price of CHEV's stock. The perception of potential large-scale sales, or actual sales, may lead to a decline in the stock's market value. Future issuances of additional equity or convertible securities could further dilute existing shareholders and negatively impact the stock price.
• Geopolitical Instability in Israel [high — operational]: The company's primary operations, research and development, and finance activities are based in Tel Aviv, Israel. Political, economic, and military instability in Israel and the surrounding region, including recent events such as the October 2023 Hamas attacks, could directly and adversely affect business operations. All officers and directors are also residents of Israel.
• Nasdaq Listing Contingency [medium — regulatory]: The uplisting to the Nasdaq Capital Market is a condition for the closing of the current offering. The company will not request effectiveness of the registration statement until Nasdaq approves the listing. This introduces a dependency on regulatory approval for a key strategic move.

Industry Context

The electric vehicle (EV) charging sector is experiencing rapid growth, driven by increasing EV adoption and government mandates. Companies are innovating in charging technology, from high-speed public chargers to specialized solutions like wireless charging for autonomous and robotic applications. The market is competitive, with established players and emerging startups vying for market share, often requiring significant capital investment and strategic partnerships to scale.

Regulatory Implications

The company's planned uplisting to the Nasdaq Capital Market signifies a move towards greater regulatory scrutiny and compliance with SEC and exchange rules. Failure to meet Nasdaq's listing requirements or maintain compliance could result in delisting. Additionally, the company's operations in Israel expose it to geopolitical risks that could impact its ability to comply with international business regulations.

What Investors Should Do

1. Monitor Nasdaq Listing Approval: Investors should closely track the Nasdaq listing approval process, as it is a prerequisite for the offering's closing and a key indicator of market confidence.
2. Assess Dilution Impact: Evaluate the potential dilution from outstanding warrants (including the 200,000 Facility Warrants at $15.00) and RSUs, especially in light of the upcoming resale of 7,928,852 shares.
3. Analyze Revoltz Subsidiary Performance: Given the increased ownership in Revoltz and its distribution agreement, investors should scrutinize Revoltz's financial performance and strategic contributions to Charging Robotics.
4. Consider Geopolitical Risk Exposure: Understand and assess the potential impact of political and military instability in Israel on the company's operations, supply chain, and overall business continuity.

Key Dates

• 2025-06-08: Credit Facility Secured — A $3.0 million credit facility was entered into, crucial for operations and contingent on the Nasdaq uplisting. It carries a 12% annual interest rate and includes warrants for 200,000 shares at $15.00.
• 2025-06-26: Increased Stake in Revoltz Ltd. — CHEV increased its ownership in Revoltz to a majority stake (52.73%) by issuing 1,385,002 shares. This strategic move consolidates control over Revoltz, which has a significant distribution agreement.
• 2025-10-23: Shares Outstanding Snapshot — As of this date, there were 11,442,871 shares of common stock outstanding, providing a baseline for dilution calculations related to the offering and other warrants.
• 2021-04-24: Initial Revoltz Investment — CHEV made an initial investment of $250,000 for a 19.99% stake in Revoltz, marking the beginning of the relationship that has now led to majority ownership.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. It contains detailed information about the company's business, financial condition, and risks. (This document is the S-1 filing for Charging Robotics Inc., providing the basis for this analysis and informing potential investors about the company and the shares being registered for resale.)

OTCID

Over-the-Counter Digital Identification, a market where securities are traded directly between parties without a central exchange. It is generally considered less regulated and liquid than major exchanges. (Charging Robotics Inc. is currently quoted on the OTCID under the symbol 'CHEV', and its uplisting to Nasdaq is a key event discussed in the S-1.)

Uplist

The process of moving a company's stock listing from a less regulated exchange (like OTC) to a major stock exchange (like Nasdaq or NYSE). (The S-1 filing is directly related to Charging Robotics Inc.'s application to uplist its shares to the Nasdaq Capital Market, which is a condition for the offering's closing.)

Credit Facility

A type of loan or line of credit extended by a financial institution to a borrower. It often has specific terms regarding interest rates, repayment schedules, and covenants. (Charging Robotics recently secured a $3.0 million credit facility, which is a significant financial event detailed in the S-1, with specific terms including a 12% interest rate and associated warrants.)

Warrants

A type of security that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) before a certain expiration date. (The S-1 mentions warrants associated with the credit facility (200,000 shares at $15.00) and other historical warrants, which represent potential future dilution of common stock.)

Majority-Owned Subsidiary

A subsidiary where more than 50% of the voting stock is owned by the parent company. (Charging Robotics has increased its stake in Revoltz Ltd. to become a majority-owned subsidiary, a key strategic development impacting the company's consolidated financial statements and operational control.)

RSU (Restricted Stock Unit)

A grant of company stock that vests over a period of time or upon meeting certain performance conditions. It is a form of equity-based compensation. (The S-1 notes 294,928 RSUs granted to the chief executive officer of Revoltz, which represent potential future share issuances.)

Year-Over-Year Comparison

This S-1 filing represents a significant step for Charging Robotics Inc., primarily focused on facilitating the resale of existing shares and achieving a Nasdaq uplisting, rather than raising new capital for the company. Key recent developments include securing a $3.0 million credit facility and increasing its stake in Revoltz Ltd. to a majority-owned subsidiary. While specific year-over-year financial comparisons (revenue, margins) are not detailed in this excerpt, the strategic focus on market access and subsidiary consolidation indicates a shift towards growth and potential future capital raising, contingent on successful Nasdaq listing.

Key Financial Figures

• $0.0001 — 2 shares of our common stock, par value $0.0001 per share, held by the Selling Stockhol
• $5.45 — ce of our common stock on the OTCID was $5.45 per share. We have applied to list our
• $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”
• $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

• ea0261943-s1_charging.htm (S-1) — 304KB
• ea026194301ex5-1_charging.htm (EX-5.1) — 20KB
• ea026194301ex21-1_charging.htm (EX-21.1) — 5KB
• ea026194301ex23-1_charging.htm (EX-23.1) — 4KB
• ea026194301ex-fee_charging.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-25-102191.txt ( ) — 498KB
• ea026194301ex-fee_charging_htm.xml (XML) — 5KB

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 October 23, 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 desc

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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View this S-1 filing on SEC EDGAR