Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2025, the Board of Directors (the "Board") of Charging Robotics Inc. (the "Company") appointed Mr. Yakov Baranes as the Chief Executive Officer of the Company, effective immediately, replacing Mr. Hovav Gilan, who concurrently ceased serving as Chief Executive Officer, and appointed Ms. Tali Dinar as Chief Financial Officer of the Company, effective immediately, replacing Mr. Gadi Levin, who concurrently ceased serving as Chief Financial Officer. Mr. Gilan will continue to serve as the Company's Vice President of Business Development and the Chief Executive Officer of the Company's wholly-owned subsidiary, Charging Robotics Ltd. ("Charging Israel").

In connection with the appointment of Ms. Dinar, the Company entered into an employment agreement with Ms. Dinar (the "Dinar Employment Agreement") pursuant to which Ms. Dinar will serve as the Company's Chief Financial Officer. Charging Israel previously entered into an agreement with Mr. Baranes that sets forth the general terms and conditions of Mr. Baranes' engagement with Charging Israel pursuant to which Mr. Baranes agreed to serve as the chairman of the board of directors of Charging Israel and undertake such other duties and powers that are reasonably consistent with the business strategy as may be reasonably requested from time to time (the "Baranes Employment Agreement").

Pursuant to the terms of the Baranes Employment Agreement, Mr. Baranes will receive NIS 15,000 per month as his base salary. The Baranes Employment Agreement became effective on May 1, 2025, and shall continue until such time either party provides written notice to the other party at least one month in advance of the termination of such agreement.

Pursuant to the terms of the Dinar Employment Agreement, Ms. Dinar will receive NIS 40,000 per month as her base salary and shall be eligible to receive such bonus as determined by the Company. The term of the Dinar Employment Agreement shall be effective as of September 8, 2025, and shall continue until such time either party provides written notice to the other party at least 90 days in advance of the termination of such agreement. The Company may also terminate Ms. Dinar's employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Dinar Employment Agreement).

In connection with such appointments, Ms. Dinar tendered her resignation from the Board, effective immediately. In addition, Mr. Eliyahu Yoresh tendered his resignation from the Board for personal reasons, effective immediately. As a result of such resignations, the Board appointed Mr. Liron Carmel and Ms. Kineret Tzedef to the Board, effective immediately. Mr. Baranes will continue to serve as a member of the Board. Each of Mr. Carmel and Ms. Tzedef will receive the same compensation as the other non-executive members of the Board. The Company's directors' compensation program is set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The Company also expects each of Mr. Carmel and Ms. Tzedef to enter into the Company's standard indemnity agreement for directors and officers.

There is no arrangement or understanding between each of Mr. Baranes, Ms. Dinar, Mr. Carmel and Ms. Tzedef and any other persons pursuant to which Mr. Baranes was appointed as Chief Executive Officer, Ms. Dinar was appointed as Chief Financial Officer and each of Mr. Carmel and Ms. Tzedef was elected as a director. In addition, each of Mr. Baranes, Ms. Dinar, Mr. Carmel and Ms. Tzedef is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.