Charging Robotics Inc. has entered into a definitive agreement to sell a controlling stake in its wholly owned subsidiary, Charging Robotics Ltd. (Charging Israel), to Clearmind Medicine Inc. The transaction, dated August 31, 2026, involves the sale of 149 ordinary shares of Charging Israel to Clearmind for an aggregate purchase price of $2.5 million, or $16,778 per share.
Following the closing, Clearmind will own 51% of the issued and outstanding share capital of Charging Israel, while Charging Robotics Inc. will retain a 49% ownership interest. As a result of this transaction, the Company will cease to own a controlling interest in Charging Israel, and the subsidiary will no longer be consolidated within the Company’s financial statements.
In connection with the share purchase, Clearmind has agreed to provide Charging Israel with a loan in the principal amount of $1.5 million. The loan bears interest at a rate of 4.0% per annum and matures on the third anniversary of its effective date. The Company may prepay the loan at any time without penalty. The outstanding principal amount, together with accrued interest, will become due and payable on the maturity date, subject to an automatic extension if Charging Israel has not generated sufficient positive cash flow by that time.
Clearmind has the right to accelerate the loan following certain events of default, including a failure to make a required payment within 15 business days, insolvency proceedings, or the enforcement of legal process against the subsidiary’s assets. The transactions are expected to close during the week of September 7, 2026, subject to the satisfaction of customary closing conditions.
The Company has filed unaudited pro forma condensed consolidated financial information with the SEC, which gives effect to the transaction as if it had occurred on June 30, 2026. The filing includes detailed adjustments reflecting the deconsolidation of Charging Israel and the recognition of the Company’s retained 49% investment.
