UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________________ to __________________
Commission File No.
(Exact name of registrant as specified in its charter)
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| incorporation or organization) | Identification No.) |
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Indicate by check mark whether the issuer (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
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for the past 90 days.
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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
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| ☒ | Smaller reporting company | ||
| Emerging Growth company |
If an emerging growth company, indicate by check
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standards provided pursuant to Section 13(a) of the Exchange Act.
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A |
As of March 31, 2024, and May 13, 2024, there
were
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Charging Robotics Inc. (formerly Fuel Doctor Holdings, Inc.), a Delaware corporation (the “Company”), 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 Company’s need for and ability to obtain additional financing 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”).
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.
ii
PART I. FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS.
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands except share and per share data
| March 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Other accounts receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Investment in an affiliate (note 4) | ||||||||
| Intangible asset (note 5) | ||||||||
| Loan to an affiliate (note 4) | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Short term loans | ||||||||
| Related parties (Note 6) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Deferred revenues | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ deficit (Note 7) | ||||||||
| Preferred shares, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Foreign currency transaction reserve | ( | ) | ( | ) | ||||
| Reserve from share-based compensation transactions | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
1
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
U.S. dollars in thousands except share and per share data
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Research and development costs, net | $ | $ | ||||||
| General and administrative costs | ||||||||
| Total operating expenses | ||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | ||
| Financial income, net | ||||||||
| Share in losses of affiliate | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ( | ) | (- | ) | ||||
| Net comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| $ | ( | ) | $ | ( | ) | |||
| Weighted average common shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
U.S. dollars in thousands except share and per share data
For the three months ended March 31, 2023
(Unaudited)
| Ordinary shares | Additional Paid in | Stock-based | Accumulated other comprehensive | Accumulated | Total Shareholders’ | |||||||||||||||||||||||
| Number | Amount | Capital | compensation | loss | Deficit | Equity | ||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Ordinary shares | Additional Paid in | Stock-based | Accumulated other comprehensive | Accumulated | Total Shareholders’ | |||||||||||||||||||||||
| Number | Amount | Capital | compensation | loss | Deficit | Equity | ||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Share-based payment reserve | - | - | - | - | - | |||||||||||||||||||||||
| Net comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| (*) | On April 23, 2024, the Company received notice from FINRA that the Reverse Stock Split has been announced on FINRA’s daily list and will take effect at market open on April 24, 2024 (the “Market Effective Date”). Accordingly, the FINRA corporate action to effect the Reverse Stock Split is now completed. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented. |
3
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands except share and
per share data
(Unaudited)
| For the three months ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used) in operating activities: | ||||||||
| Share-based payment expenses | ||||||||
| Share in losses of affiliate | ||||||||
| Interest expenses, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in other accounts receivable | ||||||||
| Increase (decrease) in related parties | ||||||||
| Increase (decrease) in accounts payable | ( | ) | ||||||
| Increase in other accounts payable and accrued expenses | ||||||||
| Increase in deferred revenues | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in intangible asset | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from short-term loans received | ||||||||
| Related parties | ||||||||
| Proceeds from exercise of options | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Effect of changes in foreign exchange rates | ||||||||
| Cash at beginning of year | ||||||||
| Cash at end of period | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 1 – GENERAL
Charging Robotics Inc. (formerly Fuel Doctor Holdings, Inc.) (the “Company”) was incorporated in the State of Delaware on March 25, 2008, as Silver Hill Management Services, Inc. On August 24, 2011, the Company amended its Certificate of Incorporation and changed its name to Fuel Doctor Holdings, Inc. On April 23, 2024, the Company changed its name to Charging Robotics Inc.
On March 28, 2023, the Company entered into a
Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“CR Israel”).
Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023 (the “Closing”), the Company acquired
CR Israel was formed in February 2021, 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 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. CR Israel also developed a Wireless EV Charging System for automatic parking lots based on our wireless electricity transfer module.
On April 6, 2023, the Company issued a total
of
On November 22, 2023, the Company announced
that CR Israel received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project that
includes installing and demonstrating its solution for wireless charging of electric vehicles (EVs) in automated parking systems.
The total approved budget for this project is approximately $
On August 28, 2023, the
Company filed an amended and restated 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, par value $
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 April 24, 2024 (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.
5
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).
| a. | Use of estimates: |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to shares based compensation and Going concern.
| b. | Financial statements in U.S. dollars: |
The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs in our Israeli associate are incurred in New Israeli Shekels (NIS), however the selling prices will be linked to the Company’s price list which will be determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiary operates. Thus, the dollar is the Company’s and its subsidiary functional and reporting currency.
Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the statements of operations as appropriate.
The functional currency of the affiliate company is the NIS and therefore foreign exchange differences are charged to the other comprehensive profit and loss.
| c. | Cash and cash equivalents: |
Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.
| d. | Investment in affiliated companies |
Affiliated company is company held
to the extent of
6
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS (CONT.)
The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”. Upon initial recognition, the cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee.
Following the acquisition, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment. When previous losses have reduced the common stock investment account to zero, the Company continues to report its share of equity method losses in its statement of operations to the extent of and as an adjustment to other investments in the investee such as debt securities, long term loans or advances, if any. Such additional equity method losses are applied to the other investments based on the seniority of the other investments (priority in liquidation) and the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’).
| e. | Impairment of long-lived assets: |
The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2022, no impairment losses have been recorded.
| f. | Concentration of credit risks: |
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary’ cash and cash equivalents have high credit ratings.
The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
| g. | Research and development expenses: |
Research and development costs are charged to the statement of operations as incurred.
| h. | Fair value of financial instruments: |
ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
7
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS (CONT.)
In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:
| Level 1 | — | Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. | |
| Level 2 | — | Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |
| Level 3 | — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The carrying amounts of cash and cash equivalents, other current assets, accounts payables and current liabilities approximate their fair value due to the short-term maturity of such instruments.
| i. | Income Tax: |
The Company account for income taxes in accordance with ASC 740, “Income Taxes” which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between 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, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure 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
| j. | Contingencies: |
The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.
8
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS (CONT.)
| k. | Stock-based payments: |
The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.
Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.
For the three months ended March 31,
2024, the Company recorded $
Basis of Presentation and Principles of Consolidation:
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”)
All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three months ended March 31, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period.
Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2023, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 12, 2024 (the “2023 Annual Report”).
As of March 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Report.
9
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 3 – GOING CONCERN
The condensed consolidated financial statements
have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated
deficit of $
Such conditions raise substantial doubts about 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.
NOTE 4 – INVESTMENT IN AFFILIATED COMPANY
| a. | On April 24, 2021 (“Closing Date”), CR Israel invested $ |
| b. | On July 28, 2022, CR Israel entered into a convertible loan agreement with Revoltz pursuant to which CR Israel was required to invest an amount of $ |
The Total Loan Amount shall be converted into shares of Revoltz, upon the occurrence of any of the following events (each a “Trigger Event”):
| i) | The consummation of funding by Revoltz of an aggregate amount of $ |
| ii) | Revoltz has generated an aggregate of $ |
In the event that a Trigger Event shall not have occurred on or prior to the 24-month anniversary of the date on which the Loan Principal Amount is actually extended to Revoltz, the Loan shall be due and repayable by Revoltz to the Company.
On
March 31, 2024, the balance of the Loan Principal Amount granted was $
| c. |
| Balance January 1, 2023 | ||||
| Share in losses of affiliated company | ( | ) | ||
| Foreign currency translation | ( | ) | ||
| Balance December 31, 2023 | ||||
| Share in losses of affiliated company | ( | ) | ||
| Foreign currency translation | ( | ) | ||
| Balance March 31, 2024 |
10
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 5 – INTANGIBLE ASSET
| Balance, January 1, 2023 | $ | |||
| Additions | ||||
| Balance, December 31, 2023 | $ | |||
| Additions | ||||
| Balance, March 31, 2024 | $ |
NOTE 6 – RELATED PARTIES
| a. | 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 attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties. |
| (i) |
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Consulting Fees – CEO | $ | $ | ||||||
| Consulting Fees - CFO | $ | $ | ||||||
| Directors’ compensation | $ | $ | ||||||
| (ii) |
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Consulting Fees – CEO | $ | | $ | | ||||
| Consulting Fees – CFO | ||||||||
| Directors | ||||||||
| Revoltz (see note 4b) | ( | ) | ( | ) | ||||
| Medigus (see note 6c) | ||||||||
| $ | $ | |||||||
| b. | The Company currently operates out of an office of a related party free of rent. |
11
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 6 – RELATED PARTIES (CONT.)
| c. | As
of January 1, 2023, Charging Robotics owed a related party $ |
| d. | On
October 1, 2021, Charging Robotics signed a consulting agreement with the CEO, pursuant to which Charging Robotics will pay the CEO a
monthly fee of NIS |
During the three months ended March 31, 2024, the CEO earned
$
12
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 7 – COMMON STOCK AND PREFERRED STOCK
| a. |
| March 31, 2024 | December 31, 2023 | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Shares of common stock (“Shares”) | ||||||||||||||||
| Preferred shares | ||||||||||||||||
On March 22, 2022, the Company Amended the Articles
of Incorporation and increased the number of authorized shares to
There were no shares of preferred stock outstanding at March 31, 2024, and December 31, 2023.
Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized.
Pursuant to Note 1, upon the consummation of the
Acquisition Agreement, Charging Robotics became a wholly-owned subsidiary of the Company and shareholders of Charging Robotics received
On April 3, 2023, prior to the Closing of the
Acquisition Agreement (See Note 1), Charging Robotics issued an aggregate of
On April 3, 2023, prior to the Closing of the
Acquisition Agreement, the Company issued
On April 6, 2023, the Company sold a total of
On
July 4, 2023, the Company approved its 2023 Equity Incentive Plan (the “Plan”) for the directors, officers, consultants and
employees of the Company and its subsidiaries. The maximum number of options and restricted share units (“RSU”) issuable under
the Plan shall be equal to
On August 28, 2023, the
Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”),
to
13
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 7 – COMMON STOCK AND PREFERRED STOCK (CONT.)
On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split had been announced on FINRA’s daily list and wiould take effect at market open on April 24, 2024 (the “Market Effective Date”). Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split is now completed. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented.
| b. | Warrants: |
Pursuant to the Acquisition (as defined
in note 1), the Company issued the previous shareholders of Charging Robotics
| (i) | Inhouse demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025. | |
| (ii) | Conditional PO for first system for automatic car parks – until December 31, 2025. | |
| (iii) | Commercial agreement for pilot with an organization which was approved by the board – until December 31, 2025. |
All Earn Out Milestones shall immediately accelerate upon the Company uplisting to the Nasdaq stock exchange.
| c. | Share options in the Company |
As of March 31, 2024 and December 31, 2023 there are no outstanding options in the Company
| d. | Share options in CR Israel |
| January 2022 | ||||
| Charging Robotics share price | $ | |||
| Charging Robotics Exercise price | $ | |||
| Dividend yield | % | |||
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Volatility | % | |||
For the three months ended March 31, 2024, the
Company recorded $
14
CHARGING ROBOTICS INC.
(FORMERLY FUEL DOCTOR HOLDINGS, INC.)
NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands except share and per share data
(UNAUDITED)
NOTE 7 – COMMON STOCK AND PREFERRED STOCK (CONT.)
| Number | Average weighted exercise price | |||||||
| Options outstanding at December 31, 2022 | $ | |||||||
| Exercised | ( | ) | ||||||
| Options outstanding at December 31, 2023 | $ | |||||||
| Exercised | ||||||||
| Options outstanding at March 31, 2024 | $ | |||||||
| Options exercisable at March 31, 2024 | $ | |||||||
| Issuance date | Options outstanding |
Exercise price per option |
Options exercisable |
Expiry date | ||||||||||
| January 1, 2022 | $ | |||||||||||||
| Issuance date | Options outstanding |
Exercise price per option |
Options exercisable |
Expiry date | ||||||||||
| January 1, 2022 | $ | |||||||||||||
NOTE 8 – SUBSEQUENT EVENTS
The Company evaluated all other events or transactions that occurred through May 13, 2023. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the three months ended March 31, 2024, other than described below:
On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split had been announced on FINRA’s daily list and would take effect at market open on April 24, 2024 (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.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of our most recent Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-150 reverse stock split effected by us on August 28, 2023, with the shares beginning trading on a post-split basis on the OTC Market on April 23, 2024.
OVERVIEW OF OUR PERFORMANCE AND OPERATIONS
Recent Developments
Charging Robotics Ltd. Installed its wireless charging system for EV (electric vehicles) in an APC (automatic car park) in Tel Aviv in February 2024. This installation was done with the ACP provider, an Israeli company that sells and installs APC system built by the South Korean company Dong Yang. The system charges EV in an automatic manner in places where the driver cannot access and connect the plug to the vehicle charging socket. The system allows the driver to connect the charging plug to the vehicle in an accessible place and the car to be automatically charged in its final parking location. This allows us to sell systems that charge EV without any special requirement for wireless charging.
The system is operated by a UI (user interface) that was developed in cooperation with Make My Day, an Israeli company engaged in the development of smart phone apps for management of EV fleets. This app gives the drivers a complete solution from the moment they leave their current location to the moment they arrive at the destination. Upon leaving, the driver enters the destination, and the app suggests the optimal route to minimize electricity consumption. The app has a database of all the chargers along the route and suggests a place to charge if the battery state of charge is not sufficient to reach the destination. When reaching a “Charging Robotics” charger, the app is used to operate the system and manage all the billing and reporting issues. Since the app has a database of chargers operated by different suppliers, Charging Robotics can suggest the driver to charge the vehicle using other suppliers. This can open a new business model for charging robotics like affiliate or roaming business models.
This system was installed under a pilot project which was partially funded by the IAA (Israeli Innovation Authority). This pilot project is intended to be completed by July 2024. We have now started to upgrade the system based on lessons learned from its operation during the pilot with the intent to make it a sellable product. We anticipate that by September 2024 we will have completed this and be ready to sell the systems.
Parkomat, the Israeli company with whom we installed our system, forecasts that they will purchase 10-15 systems from us during 2024. These systems will be installed in ACP that are already installed as well as in new facilities. We are also in the process of exposing the system to suppliers of other ACP providers in Israel and abroad.
On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split has been announced on FINRA’s daily list and will take effect at market open on April 24, 2024 (the “Market Effective Date”). Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split is now completed.
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.
16
Hamas-Israel War
In 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 the 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 thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen). It is possible that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries will join the hostilities. In addition, Iran recently launched a direct attack on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. 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. Such clashes may escalate in the future into a greater regional conflict.
Results of Operations for the three months ended March 31, 2024 and March 31, 2023
Revenues
We have generated revenues of $0 and $0 for the three months ended March 31, 2024, and March 31, 2023, respectively.
Operating expenses
Operating expenses for the three months ended March 31, 2024, were $182 thousand compared with $52 thousand for the three months ended March 31, 2023. The operating expenses for the three months ended March 31, 2023, include only the operating expenses of CR Israel., whereas the operating expenses for the three months ended March 31, 2024 include also the operating expenses of the Company.
Liquidity and Capital Resources
As of March 31, 2024, and December 31, 2023, the Company’s cash balance was $0 thousand and $8 thousand, respectively.
As of March 31, 2024, and December 31, 2023, the Company’s total assets were $285 thousand and $323 thousand, respectively.
As of March 31, 2024, the Company had total liabilities of $558 thousand that consisted of $266 thousand in accounts payable and accrued liabilities, $116 thousand in related parties, $49 thousand in deferred revenues and $127 thousand in short term loans.
As of December 31, 2023, the Company had total liabilities of $397 thousand that consisted of $220 thousand in accounts payable and accrued liabilities, $98 thousand in related parties, $49 thousand in deferred revenues, and $30 thousand in short term loans.
As of March 31, 2024, the Company had a negative working capital of $481 thousand. As of December 31, 2023, the Company had negative working capital of $297 thousand.
Working Capital and Cash Flows (in thousands of U.S. Dollars)
Working Capital
| March 31, 2024 | December 31, 2023 | |||||||
| Current Assets | $ | 28 | $ | 51 | ||||
| Current Liabilities | 509 | 348 | ||||||
| Working Capital (deficit) | $ | (481 | ) | $ | (297 | ) | ||
Cash Flows
| March 31, 2024 | March 31, 2023 | |||||||
| Cash flows (used) generated in operating activities | $ | (99 | ) | $ | (66 | ) | ||
| Cash flows used in investing activities | (4 | ) | - | |||||
| Cash flows from financing activities | 95 | 39 | ||||||
| Net increase (decrease) in cash during the period | $ | (8 | ) | $ | (27 | ) | ||
17
Cash Flows from Operating Activities
During the three months ended March 31, 2024, we had negative cash flow from operations of $99 thousand compared to a negative cashflow of $68 thousand for the three months ended March 31, 2023. The increase resulted mainly from an increase in net loss.
Cash Flows from Investing Activities
During the three months ended March 31, 2024, we had negative cash flow from investing activities of $4 thousand, compared to no cash flow from investing activities for the three months ended March 31, 2023.
Cash Flows from Financing Activities
During the three months ended March 31, 2024, we had a positive cash flow from financing activities of $95 thousand, compared to $39 thousand for the three months ended March 31, 2023. The increased cash flow from financing activities in the three months ended March 31, 2024, resulted from receipt of short-term loans in the amount of $95 thousand.
Critical Accounting Policies
Going Concern
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.
The Company, as of March 31, 2024, had $0 thousand in cash and has not generated any revenues from operations to date. For the three months ending March 31, 2024, and March 31, 2023, our operating expenses amounted to $182 thousand and $52 thousand, respectively. In the previous two fiscal years our operating expenses were $740 thousand and $753 thousand for the years ended December 31, 2023 and December 31, 2022, respectively.
The Company continues to rely on borrowings and financings. In the next 12 months we expect to incur expenses equal to approximately $1 million to advance Charging Robotics’ product and expenses related to legal, accounting, audit and other professional service fees incurred in relation to the Company’s status as a U.S. reporting company. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to raise further funds. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. There is no assurance that we will in fact have access to additional capital or financing as a public company.
Off-Balance Sheet Arrangements
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.
Default on Notes
There are currently no notes in default.
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Other Contractual Obligations
As of the year ended December 31, 2023 and the three months ended March 31, 2024, we did not have any contractual obligations, other than those already disclosed in our most recent annual report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
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 Act. Disclosure 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 reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within 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 March 31, 2024 and as of the date of this filing, May 13, 2024.
Management has identified control deficiencies 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 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.
To mitigate the current limited resources and limited employees, 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.
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the quarter ended March 31, 2024 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended March 31, 2024 are fairly stated, in all material respects, in accordance with GAAP.
Limitations on Effectiveness of Controls and Procedures
Our management, including 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 a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation 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 decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, 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 of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the 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 in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting have come to management’s attention during the Company’s last fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not aware of any pending or threatened legal proceedings involving our Company or its assets.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarter ended March 31, 2024, no director or officer of
the Company
ITEM 6. EXHIBITS.
| Exhibit Number |
Description | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| EX-101.INS | Inline XBRL Instance Document* | |
| EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| EX-101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document* | |
| EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| EX-104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
| * | The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHARGING ROBOTICS INC. | |||
| Date: May 13, 2024 | By: | /s/ Hovav Gilan | |
| Name: | Hovav Gilan | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| By: | /s/ Gadi Levin | ||
| Name: | Gadi Levin | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
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