Charging Robotics Inc. Sells 51% of Israeli Subsidiary to Clearmind

What Happened

• Charging Robotics Inc. (CHEV) announced it entered a share purchase agreement to sell 149 ordinary shares (51%) of its wholly owned subsidiary, Charging Israel, to Clearmind Medicine Inc. for an aggregate $2.5 million (price = $16,778 per share). The transaction is expected to close the week of September 7, 2026, subject to customary closing conditions.
• Simultaneous with the sale, Clearmind will provide Charging Israel a $1.5 million loan at 4.0% annual interest. Unless repaid earlier, the loan matures three years after its effective date but may be automatically extended if Charging Israel has not generated sufficient positive cash flow (per its most recent IFRS financials).

Key Details

• Purchase price: $2.5 million total; $16,778 per share for 149 shares.
• Ownership after closing: Clearmind 51% (controlling), Charging Robotics 49% (noncontrolling).
• Loan: $1.5 million principal, 4.0% interest, 3‑year maturity with potential extension if Charging Israel lacks sufficient cash flow; prepayable without penalty.
• Closing timing and conditions: expected week of Sept 7, 2026; subject to payment/funding and customary conditions. Clearmind can accelerate the loan upon specified defaults (e.g., missed payments, insolvency events).

Why It Matters

• Charging Robotics will lose a controlling interest in Charging Israel and the subsidiary will no longer be consolidated on Charging Robotics’ financial statements after closing. The company will retain a 49% equity interest and a continued economic stake, but financial reporting and cash‑flow contributions from Charging Israel will change.
• The $1.5M loan gives Charging Israel immediate financing but includes protections for Clearmind (acceleration on default). Investors should watch the company’s forthcoming unaudited pro forma condensed consolidated financial information (filed with the 8‑K) to see the estimated accounting and financial impact of deconsolidation.