UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-38392

BLINK CHARGING CO.

(Exact name of registrant as specified in its charter)

Nevada		03-0608147
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5081 Howerton Way, Suite A
Bowie, Maryland		20715
(Address of principal executive offices)		(Zip Code)

5081 Howerton Way, Suite A
Bowie, Maryland		20715
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 521-0200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		BLNK		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~August~~November 143, 2025, the registrant had ~~104~~114,~~714~~567,~~302~~268 shares of common stock outstanding.

BLINK CHARGING CO.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025

TABLE OF CONTENTS

	Page		~~Page~~
PART I - FINANCIAL INFORMATION	1		1
Item 1. Financial Statements.	~~Item~~ 1~~. Financial Statements.~~		1
		Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
		Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	2
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	2
		Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024	3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024	3
		Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025	4
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025	4
		Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024	5
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	6
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	6
Notes to Unaudited Condensed Consolidated Financial Statements	8	~~Notes to Unaudited Condensed Consolidated Financial Statements~~	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~27		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~36		32
Item 4. Controls and Procedures.	~~Item 4. Controls and Procedures.~~36		32
PART II - OTHER INFORMATION	37		33
Item 1. Legal Proceedings.	~~Item 1. Legal Proceedings.~~37		33
Item 1A. Risk Factors.	~~Item 1A. Risk Factors.~~37		33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~37		33
Item 3. Defaults Upon Senior Securities.	~~Item 3. Defaults Upon Senior Securities.~~37		33
Item 4. Mine Safety Disclosures.	~~Item 4. Mine Safety Disclosures.~~37		33
Item 5. Other Information.	~~Item 5. Other Information.~~37		33
Item 6. Exhibits.	~~Item 6. Exhibits.~~38		34
SIGNATURES	39		35

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BLINK CHARGING CO.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except for share ~~and per share~~ amounts)

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Assets
Current Assets:
Cash and cash equivalents	$	2523,~~318~~110		$	41,774
Marketable securities		-			13,630
Accounts receivable, net		3433,~~703~~801			4341,~~201~~590
Inventory, net		3231,~~706~~427			38,280
Prepaid expenses and other current assets		59,~~773~~531			45,~~267~~878
Total Current Assets		9897,~~500~~869			141,152
Restricted cash		8486			78
Property and equipment, net		3637,~~087~~661			38,671
Operating lease right-of-use asset		76,~~549~~961			9,212
Intangible assets, net		78,~~666~~397			10,388
Goodwill		1719,~~897~~639			17,897
Other assets		~~639~~664			590
Total Assets	$	~~168~~171,~~422~~277		$	217,988
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	25,~~939~~730		$	28,888
Accrued expenses and other current liabilities		814,~~956~~846			910,~~482~~272
Current portion of earn-out liabilities		1,184			-
Notes payable		265			265
Current portion of operating lease liabilities		3,661			3,216
Notes payable- related party		114			-
Current portion of financing lease liabilities		35			34
Notes payable		114			-
Current portion of deferred revenue		19,153			17,359
Current portion of operating lease liabilities		2,364			3,216
Total Current Liabilities		58,009			59,244
Current portion of financing lease liabilities		36			34
Consideration payable		23,491			21,028
Current portion of deferred revenue		16,578			16,569
Operating lease liabilities, non-current portion		5,526			7,162
Total Current Liabilities		61,117			59,244
Financing lease liabilities, non-current portion		79			97
Consideration payable, non-current portion		-			21,028
Deferred revenue, non-current portion		9,813			10,603
Earn-out liabilities, non-current portion		1,010			-
Other liabilities		752			1,152
Operating lease liabilities, non-current portion		5,167			7,162
Total Liabilities		97,670			99,286
Financing lease liabilities, non-current portion		70			97
Commitments and contingencies (Note 8)		-
Deferred revenue, non-current portion		7,314			8,311
Other liabilities		5,819			3,444
Total Liabilities		80,497			99,286
Commitments and contingencies (Note 10)		-			-
Stockholders’ Equity:
Preferred stock, $0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024 , respectively		-			-
Preferred stock, $0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 103,100,485 and 101,970,907 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		103			102
Common stock, $0.001 par value, 500,000,000 shares authorized, 114,414,147 and 101,970,907 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		114			102
Additional paid-in capital		~~862~~876,~~943~~253			860,300
Accumulated other comprehensive loss		(3,773	)		(5,845	)
Accumulated other comprehensive income (loss)		3,020			(5,845	)
Accumulated deficit		(788,~~521~~607	)		(735,855	)
Total Stockholders’ Equity		7090,~~752~~780			118,702
Total Liabilities and Stockholders’ Equity	$	~~168~~171,~~422~~277		$	217,988

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

	2025			2024			2025			2024
	For The Three Months Ended						For The ~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenues:
Product sales	$	1413,~~508~~035		$	2313,~~582~~448		$	2235,~~889~~924		$	5164,~~090~~538
Charging service revenue		7,~~691~~758			45,~~936~~254			1422,~~471~~229			915,~~963~~217
Network fees		2,~~954~~874			12,~~907~~332			58,~~580~~454			36,~~972~~304
Warranty		1,~~582~~486			1,~~340~~405			24,~~537~~023			23,~~293~~698
Grant and rebate		3259			52982			~~192~~251			~~635~~1,617
Car-sharing services		1,~~111~~231			1,~~202~~168			23,~~286~~517			23,~~299~~467
Other		~~789~~587			~~243~~598			12,~~466~~053			~~578~~1,176
Total Revenues		2827,~~667~~030			3325,~~262~~187			4976,~~421~~451			7096,~~830~~017
Cost of Revenues:
Cost of product sales		177,~~036~~987			149,~~241~~122			2230,~~584~~571			3039,~~843~~965
Cost of charging services		1,~~062~~354			~~495~~724			13,~~966~~320			1,~~200~~924
Host provider fees		43,~~275~~852			32,~~282~~982			711,~~927~~779			69,~~324~~306
Network costs		~~636~~627			~~650~~577			1,~~099~~726			1,~~239~~816
Warranty and repairs and maintenance		~~1,291~~784			~~981~~294			2,~~131~~915			1,~~586~~880
Car-sharing services		1,~~066~~439			1,~~284~~156			13,~~751~~190			23,~~146~~302
Depreciation and amortization		1,~~207~~321			1,~~616~~213			23,~~500~~821			34,~~360~~573
Total Cost of Revenues		2617,~~573~~364			2216,~~549~~068			3957,~~958~~322			4662,~~698~~766
Gross Profit		29,~~094~~666			109,~~713~~119			919,~~463~~129			2433,~~132~~251
Operating Expenses:
Compensation		1311,~~772~~528			1715,~~654~~159			2738,~~321~~849			3247,~~611~~770
General and administrative expenses		115,~~808~~455			87,~~003~~972			2026,~~680~~135			1523,~~810~~782
Other operating expenses		64,~~939~~589			4,~~958~~739			1216,~~288~~877			1116,~~396~~135
Change in fair value of consideration payable		1,784			747			2,463			2,447
Change in fair value of consideration payable and gain on settlement (Note 9)		(11,701	)		364			(9,238	)		2,811
Total Operating Expenses		34,303			31,362			62,752			62,264
Impairment of goodwill		-			69,111			-			69,111
Loss From Operations		(32,209	)		(20,649	)		(53,289	)		(38,132	)
Total Operating Expenses		9,871			97,345			72,623			159,609
Loss From Operations		(205	)		(88,226	)		(53,494	)		(126,358	)
Other Income (Expense):
Interest income (expense)		7113			(462	)		1528			(~~473~~475	)
Change in fair value of derivative and other accrued liabilities		(9	)		(17	)		(7	)		(15	)
Gain on extinguishment of notes payable		-			36			-			36
Dividend and interest income		283			817			738			1,580
Change in fair value of derivatives and other accrued liabilities		(1	)		4			(8	)		(11	)
Total Other Income		345			754			746			1,092
Other income (expense)		2			(2	)		2			(2	)
Loss Before Income Taxes	$	(31,864	)	$	(19,895	)	$	(52,543	)	$	(37,040	)
Dividend and interest income		145			783			883			2,363
Provision for income taxes		(95	)		(164	)		(123	)		(192	)
Total Other Income, Net		159			819			905			1,911
Net Loss	$	(31,959	)	$	(20,059	)	$	(52,666	)	$	(37,232	)
Loss Before Income Taxes	$	(46	)	$	(87,407	)	$	(52,589	)	$	(124,447	)
(Provision) benefit for income taxes		(40	)		18			(163	)		(174	)
Net Loss	$	(86	)	$	(87,389	)	$	(52,752	)	$	(124,621	)
Net Loss Per Share:
Basic	$	(0.3100	)	$	(0.2086	)	$	(0.5150	)	$	(01.3724	)
Diluted	$	(0.3100	)	$	(0.2086	)	$	(0.5150	)	$	(01.3724	)
Weighted Average Number of Common Shares Outstanding:
Basic		~~102~~109,~~899~~110,~~705~~766			101,~~009~~113,~~593~~655			~~102~~104,~~684~~849,~~303~~997			100,~~456~~676,~~032~~840
Diluted		~~102~~109,~~899~~110,~~705~~766			101,~~009~~113,~~593~~655			~~102~~104,~~684~~849,~~303~~997			100,~~456~~676,~~032~~840

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(in ~~thousands, except~~ ~~for share and per share amounts~~thousands)

	2025			2024			2025			2024
	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Net Loss	$	(~~31,959~~86	)	$	(2087,~~059~~389	)	$	(52,~~666~~752	)	$	(37124,~~232~~621	)
Other Comprehensive (Loss) Income:
Other Comprehensive Income:
Cumulative translation adjustments		(679	)		(400	)		2,072			(1,637	)
Foreign currency translation adjustments		6,793			2,599			8,865			962
Total Comprehensive Loss	$	(32,638	)	$	(20,459	)	$	(50,594	)	$	(38,869	)
Total Comprehensive Income (Loss)	$	6,707		$	(84,790	)	$	(43,887	)	$	(123,659	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated ~~Statements~~Statement of Changes in Stockholders’ Equity

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025

(in thousands, except for share amounts)

	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
	Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
											Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Equity
									Additional		Other						Total
	Preferred Stock				Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
Balance - January 1, 2025		-	$	-		101,970,907	$	102	$	860,300	$	(5,845	)	$	(735,855	)	$	118,702
Common stock issued in public offering, net of issuance costs [1]		-		-		681,330		1		890		-			-			891
Stock-based compensation		-		-		70,681		-		966		-			-			966
Other comprehensive income		-		-		-		-		-		2,751			-			2,751
Net loss		-		-		-		-		-		-			(20,707	)		(20,707	)
Balance - March 31, 2025		-	$	-		102,722,918	$	103	$	862,156	$	(3,094	)	$	(756,562	)	$	102,603
Stock-based compensation		-		-		377,567		-		787		-			-			787
Other comprehensive loss		-		-		-		-		-		(679	)		-			(679	)
Net loss		-		-		-		-		-		-			(31,959	)		(31,959	)
Balance - June 30, 2025		-	$	-		103,100,485	$	103	$	862,943	$	(3,773	)	$	(788,521	)	$	70,752
Stock-based compensation		-		-		215,537		-		433		-			-			433
Common stock and warrants issued in satisfaction of consideration payable		-		-		9,696,882		10		11,780		-			-			11,790
Common stock issued as purchase consideration of Zemetric		-		-		1,401,243		1		1,097		-			-			1,098
Other comprehensive income		-		-		-		-		-		6,793			-			6,793
Net loss		-		-		-		-		-		-			(86	)		(86	)
Balance - September 30, 2025		-	$	-		114,414,147	$	114	$	876,253	$	3,020		$	(788,607	)	$	90,780

[1]

Includes gross proceeds of $909, less issuance costs of $18.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated ~~Statements~~Statement of Changes in Stockholders’ Equity

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

(in thousands, except for share amounts)

	Shares		Amount		Capital		Loss			Deficit			Equity
	Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
							Accumulated
	Shares		Amount		Capital		Income/(Loss)			Deficit			Equity
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance - January 1, 2024		92,818,233	$	93	$	829,563	$	(2,536	)	$	(537,723	)	$	289,397
Common stock issued in public offering, net of issuance costs [1]		8,177,472		8		25,062		-			-			25,070
Stock-based compensation		837		-		681		-			-			681
Other comprehensive loss		-		-		-		(1,237	)		-			(1,237	)
Net loss		-		-		-		-			(17,173	)		(17,173	)
Balance - March 31, 2024		100,996,542	$	101	$	855,306	$	(3,773	)	$	(554,896	)	$	296,738
Balance		100,996,542	$	101	$	855,306	$	(3,773	)	$	(554,896	)	$	296,738
Stock-based compensation		-		-		1,269		-			-			1,269
Common stock issuance, net		70,665		-		825		-			-			825
Common stock issued in public offering, net of issuance costs		70,665		-		825		-			-			825
Other comprehensive loss		-		-		-		(400	)		-			(400	)
Net loss		-		-		-		-			(20,059	)		(20,059	)
Balance - June 30, 2024		101,067,207	$	101	$	857,400	$	(4,173	)	$	(574,955	)	$	278,373
Balance		101,067,207	$	101	$	857,400	$	(4,173	)	$	(574,955	)	$	278,373
Stock-based compensation		87,205		-		927		-			-			927
Other comprehensive income		-		-		-		2,599			-			2,599
Net loss		-		-		-		-			(87,389	)		(87,389	)
Balance - September 30, 2024		101,154,412	$	101	$	858,327	$	(1,574	)	$	(662,344	)	$	194,510
Balance		101,154,412	$	101	$	858,327	$	(1,574	)	$	(662,344	)	$	194,510

[1]

Includes gross proceeds of $25,651, less issuance costs of $581.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	2025			2024
	For The Six Months Ended
	For The Nine Months Ended
	June 30,
	September 30,
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(52,~~666~~752	)	$	(37124,~~232~~621	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58,~~583~~152			69,~~579~~566
Non-cash lease expense		2,~~254~~992			21,~~438~~473
Loss on disposal of fixed assets		5,762			39
Non-cash gain on lease termination		(72	)		-
Change in fair value of derivative and other accrued liabilities		(7	)		(15	)
Loss on disposal of property and equipment		5,712			598
Change in fair value of consideration payable		2,463			2,447
Change in fair value of derivative and other accrued liabilities		8			11
Provision for slow moving and obsolete inventory		4,571			822
Change in fair value of consideration payable and gain on settlement (Note 9)		(9,238	)		2,811
Provision for credit losses		7,250			903
Provision for slow moving and obsolete inventory		4,571			1,306
Stock-based compensation		1,753			1,950
Provision for credit losses		5,241			1,895
Gain on extinguishment of notes payable		-			(36	)
Impairment of goodwill		-			69,111
Stock-based compensation		2,186			2,877
Changes in operating assets and liabilities:
Accounts receivable		24,~~496~~022			(64,~~990~~970	)
Inventory		~~961~~31			~~2,239~~(651	)
Prepaid expenses and other current assets		(12,~~279~~283	)		12,~~349~~024
Other assets		(2544	)		2645
Accounts payable and accrued expenses		(5,697	)		(1,099	)
Accounts payable and accrued expenses and other current liabilities		9,724			(1,086	)
Other liabilities		(~~400~~4,366	)		-
Lease liabilities		(13,~~794~~645	)		(21,~~052~~289	)
Deferred revenue		~~251~~(1,779)			26,~~861~~106
Total Adjustments		2421,~~142~~212			1189,~~497~~791
Net Cash Used In Operating Activities		(2831,~~524~~540	)		(2534,~~735~~830	)
Cash Flows From Investing Activities:
Proceeds from sale of marketable securities		13,630			56,~~500~~750
Proceeds from sale of equity method investment		223			-
Purchase of marketable securities		-			(634	)
Purchase consideration of Zemetric, net of cash acquired		(207	)		-
Capitalization of engineering costs		(205	)		(155	)
Purchase of marketable securities		-			(958	)
Purchases of property and equipment		(3,542	)		(8,584	)
Capitalization of engineering costs		(205	)		(161	)
Net Cash Provided By (Used In) Investing Activities		10,106			(3,873	)
Proceeds from government grants		1,952			-
Purchases of property and equipment		(4,225	)		(9,577	)
Net Cash Provided By (Used In) Investing Activities		11,168			(3,946	)
Cash Flows From Financing Activities:
Proceeds from sale of common stock in public offering, net [1]		891			25,070
Repayment of note payable		-			(37,881	)
Repayment of financing liability in connection with finance lease		(1726	)		(~~375~~582	)
Payment of financing liability in connection with internal use software		-			(~~286~~338	)
Net Cash Provided By (Used In) Financing Activities		~~874~~865			(13,~~472~~731	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash		~~1,094~~851			~~136~~1,190
Net Decrease In Cash and Cash Equivalents and Restricted Cash		(1618,~~450~~656	)		(4251,~~944~~317	)
Cash and Cash Equivalents and Restricted Cash - Beginning of Period		41,852			98,800
Cash and Cash Equivalents and Restricted Cash - End of Period	$	2523,~~402~~196		$	5547,~~856~~483
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents	$	2523,~~318~~110		$	5547,~~781~~406
Restricted cash		8486			7577
Cash and cash equivalents and restricted cash	$	2523,~~402~~196		$	5547,~~856~~483

[1]	For the six months ended June 30, 2025, includes gross proceeds of $909, less issuance costs of $18.
[1]	For the six months ended June 30, 2024, includes gross proceeds of $25,651, less issuance costs of $581.

[1]

For the nine months ended September 30, 2025, includes gross proceeds of $909, less issuance costs of $18.

For the nine months ended September 30, 2024, includes gross proceeds of $25,651, less issuance costs of $581.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

Unaudited Condensed Consolidated Statements of Cash Flows —-- Continued

(in thousands)

	For The Six Months Ended
	For The Nine Months Ended
	June 30,
	September 30,
	2025			2024
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	71		$	1,436
Income taxes	$	28		$	233
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations	$	~~351~~1,015		$	~~653~~1,076
Right-of-use assets derecognized in connection with lease termination	$	(577	)	$	-
Property and equipment obtained in exchange for finance lease obligations	$	-		$	53
Common stock and warrants issued in satisfaction of consideration payable	$	11,790		$	-
Common stock issued as purchase consideration of Zemetric	$	1,098		$	-
Common stock obligation incurred as purchase consideration of Zemetric	$	53		$	-
Earn-out liabilities incurred as purchase consideration of Zemetric	$	2,194		$	-
Common stock issuance, net	$	-		$	825
Transfer of inventory to property and equipment	$	~~952~~3,313		$	~~130~~5,111
Proceeds to be received from government grants	$	3,104		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~Organization and~~ORGANIZATION ~~Operations~~AND OPERATIONS

Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly ~~growing~~ growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging ~~networks~~ networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks is a proprietary, cloud-based system that operates, maintains and manages Blink charging stations and handles the associated charging data, back-end operations and payment processing. The Blink Networks provide property owners, managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability, and fees. Blink also operates an EV based ride-sharing business through its wholly-owned subsidiary, Blink Mobility LLC.

~~Blink~~On August 4, 2025, the Company’s wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), ~~filed~~entered into aAmendment ~~registration~~No. ~~statement~~4 on(the ~~Form~~“Fourth ~~S-1~~Amendment”) ~~dated~~to ~~February~~the 11Agreement and Plan of Merger, ~~2025~~dated toas ~~register~~of ~~shares~~April in18, ~~connection~~2023, with ~~its~~the Company, ~~contemplated~~Envoy ~~initial~~Technologies, ~~public~~Envoy ~~offering~~Mobility, Inc. (“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as ~~well~~equityholders’ agent (as previously amended, the ~~issuance~~“Merger ofAgreement”). ~~shares~~Pursuant to the Fourth Amendment, the sole remaining payment obligation to ~~its~~the former shareholders of Envoy Technologies was fully satisfied, and the Company and Mobility were released from all claims and liabilities relating to such obligation, with the issuance of (x) $10,000 in ~~connection~~shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with ~~Blink~~an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements. During the three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s ~~acquisition~~common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 5 - Stockholders’ Equity for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. See Note 13- Subsequent Events for additional information.

~~On March~~BASIS ~~10,~~OF 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete an underwritten initial public offering by 45 days (to June 2, 2025 from April 18, 2025) to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement. In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $23,000 from $22,500.PRESENTATION

OnThe ~~April~~accompanying 4,unaudited ~~2025,~~condensed ~~Envoy~~consolidated ~~Technologies~~financial ~~entered~~statements ~~into~~have ~~Amendment~~been ~~No.~~prepared 2in (accordance with accounting principles generally accepted in the United States of America (“~~Second~~U.S. ~~Amendment~~GAAP”) tofor ~~the~~interim ~~Agreement~~financial information and ~~Plan~~with ofthe instructions to Form ~~Merger,~~10-Q ~~dated~~and asArticle 8 of ~~April~~Regulation ~~18,~~S-X. ~~2023~~Accordingly, bythey ~~and~~do ~~among~~not include all of the ~~Company,~~information ~~Envoy~~and ~~Mobility,~~disclosures ~~Inc~~required by U.S. ~~(formerly~~GAAP ~~Blink~~for complete ~~Mobility,~~financial ~~LLC),~~statements. ~~Envoy Technologies~~In ~~and~~the ~~Fortis~~opinion ~~Advisors~~of ~~LLC~~management, assuch ~~equityholders’~~statements ~~agent.~~include ~~The~~all ~~Second~~adjustments ~~Amendment~~(consisting ~~extended~~only ~~the~~of ~~date~~normal byrecurring items) which ~~Envoy Technologies~~are ~~would~~considered ~~need~~necessary tofor ~~complete~~ a ~~direct~~fair ~~listing~~presentation byof 45the ~~days~~condensed ~~(to~~consolidated ~~June~~financial 2,statements ~~2025~~of ~~from~~the ~~April~~Company 18as of September 30, 2025) inand ~~order~~for tothe ~~issue~~three ~~shares~~and ~~of Envoy~~nine ~~Technologies~~months ~~common~~then ~~stock~~ended. toThe ~~the~~results ~~former shareholders~~ of ~~Envoy~~operations ~~Technologies~~for ~~under~~ the ~~terms~~three ofand ~~the~~nine ~~Merger~~months ~~Agreement,~~ended ~~provided~~September ~~that~~30, ~~such~~2025 ~~direct~~are ~~listing~~not isnecessarily ~~consummated~~indicative onof ~~either~~ the ~~New~~operating ~~York~~results ~~Stock~~for ~~Exchange~~the orfull ~~The~~year ~~Nasdaq~~ending ~~Capital~~December ~~Market~~31, ~~Global~~2025 ~~Select~~or ~~Market~~any ~~or Global~~other ~~Market~~period. ~~Additionally,~~These unaudited itcondensed ~~was~~consolidated ~~agreed~~financial ~~that,~~statements inshould ~~the~~be ~~event~~read ofin aconjunction ~~direct~~with ~~listing~~the onaudited ~~either~~consolidated ~~the~~financial ~~New~~statements and ~~York~~related ~~Stock~~disclosures ~~Exchange~~of orthe ~~The Nasdaq~~Company ~~Capital~~as ~~Market,~~of ~~Global~~December ~~Select~~31, ~~Market~~2024 orand ~~Global~~for ~~Market,~~ the ~~shares~~year ofthen ~~common~~ended, ~~stock~~which ofwere ~~Envoy~~filed ~~Technologies~~with tothe beSecurities ~~listed shall~~and ~~include~~Exchange ~~the~~Commission ~~shares~~(“SEC”) ~~issuable~~on toApril ~~the~~9, ~~former~~2025 ~~shareholders~~as part of ~~Envoy~~the ~~Technologies~~Company’s ~~pursuant~~Annual toReport ~~the~~on ~~Merger~~Form ~~Agreement~~10-K.

On May 16, 2025, Envoy Technologies entered into Amendment No. 3 (the “ Third Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Third Amendment further extended the date by which Envoy Technologies would need to complete either a direct listing or an underwritten initial public offering, in either case, to September 2, 2025 (from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement. The extension in respect of the direct listing still applies only to a direct listing consummated on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market. In consideration for the extension, the value of Envoy Technologies’ shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $23,500.

See Note 11 – Subsequent Events for additional information.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2025 and for the three and six months then ended. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 9, 2025 as part of the Company’s Annual Report on Form 10-K.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

LIQUIDITY

As of ~~June~~September 30, 2025, the Company had cash and cash equivalents of $2523,~~318~~110 and working capital of $4036,~~491~~572. During the three and ~~six~~ nine months ended ~~June~~September 30, 2025, the Company incurred a net loss of $~~31,959~~86 and $52,~~666~~752, respectively. During the ~~six~~nine months ended ~~June~~ September 30, 2025, the Company used cash in operating activities of $2831,~~524~~540. The Company’s total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. Absent a near-term capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned operations raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the time the condensed consolidated financial statements are issued.

Historically, the Company has been able to raise funds to support its business operations. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company ~~sold~~ sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross ~~proceeds~~ proceeds of $909, less issuance costs of $18, which were recorded as a reduction to additional paid-in capital. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future.

Management is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential restructuring or fundraising opportunities. However, there can be no assurance that any of these efforts will result in additional liquidity or resolve the Company’s current financial challenges. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. Lastly, there can be no assurances that these other initiatives will be achieved. Therefore, the Company has concluded that management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

MARKETABLE SECURITIES

The Company had equity securities of $0 and $13,630 as of ~~June~~September 30, 2025 and December 31, 2024, respectively. These securities consist primarily of mutual funds and were used for working capital needs.

The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value, with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s condensed consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair value.

The ~~below~~following table provides supplemental information related to marketable securities:

	2025		2024			2025			2024
	For the Three Months Ended					For the ~~Six~~Nine Months Ended
	June 30,					June 30,
	September 30,					September 30,
	2025		2024			2025			2024
Net gains recognized during the period on trading securities	$	-	$	3056		$	47		$	99155
Less: net gains recognized during the period on trading securities sold during the period		-		(2113	)		(47	)		(5063	)
Unrealized gains recognized during the reporting period on trading securities still held at the reporting date	$	-	$	943		$	-		$	4992

INVENTORY

As of ~~June~~September 30, 2025, the Company’s inventory was comprised of $2017,~~029~~219 of finished goods that were available for sale and $1214,~~677~~208 of raw material and work in process. As of December 31, 2024, the Company’s inventory was comprised of $18,659 of finished goods that were available for sale and $19,621 of raw material and work in process. As of ~~June~~September 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory was $4,129 and $3,129, respectively.

PROPERTY AND EQUIPMENT

During the three and nine months ended September 30, 2025, the Company recorded a (gain) loss on disposal of property and equipment of $(50) and $5,712, respectively. The write-offs during the nine months ended September 30, 2025 were comprised of the following: (i) certain installed chargers that were determined to be not performing to specifications of $4,092 and (ii) the write-off of older, incomplete charger deployment projects of $1,620.

During the three and nine months ended September 30, 2024, the Company recorded a loss on disposal of property and equipment of $559 and $598, respectively. The loss on disposals during the 2024 period were due to the normal course of business.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

PROPERTY AND EQUIPMENT

During the three and six months ended June 30, 2025, the Company recorded loss on disposals of $5,588 and $5,762, respectively. The write-offs were comprised of the following: Certain installed chargers that were determined to be not performing to specifications of $4,030 and the write-off of older, incomplete charger deployment projects of $1,732.

During the three and six months ended June 30, 2024, the Company recorded a net loss on disposals of $71 and $39, respectively. The loss on disposals during the 2024 period were due to the normal course of business.

FOREIGN CURRENCY TRANSLATION

~~Cumulative translation~~Translation adjustments attributable to foreign exchange were $~~(679)~~ 6,793 and $~~(400)~~ 2,599 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Translation ~~Cumulative translation~~ adjustments attributable to foreign exchange were $28,~~072~~865 and $~~(1,637)~~ 962 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Foreign currency transactions gains (losses) were $~~1,522~~641 and $(1,~~781~~ 140) during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Foreign currency transactions losses were $15144 and $45 925 during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Foreign currency transactions gains and losses are included within general and administrative expenses on the condensed consolidated statements of operations.

REVENUE RECOGNITION

The Company recognizes revenue primarily from the following:

● Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer.

● Charging service revenue – Revenue is recognized at the point when a particular charging session is completed.

● Network fees– Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually.

● Warranty – Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. The Company also sells third-party warranties which are recorded at the point in time of sale. Furthermore, standard warranties are generally not accounted for as separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will function as expected.

● Grant and fees rebate – Grants and rebates related to EV charging stations and their installation are deferred and recognized as revenue in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging station.

● Car-sharing services – Relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. Revenue is recognized over the duration of the rental agreement which are short term in nature.

● Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative fuel credits.

The following table summarizes revenue recognized in the condensed consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION

2025

2024

2025

2024

For The Three Months Ended

For The ~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Revenues - Recognized at a Point in Time

Product sales

1413,~~508~~035

2313,~~582~~448

2235,~~889~~924

5164,~~090~~538

Charging service revenue

7,~~691~~758

45,~~936~~254

1422,~~471~~229

915,~~963~~217

Warranty

~~560~~512

~~540~~1,052

Other

~~789~~587

~~243~~598

12,~~466~~053

~~578~~1,176

Total Revenues - Recognized at a Point in Time

2321,~~548~~892

2819,~~761~~300

3961,~~366~~258

6180,~~631~~931

Revenues - Recognized Over a Period of Time:

Network fees

2,~~954~~874

12,~~907~~332

58,~~580~~454

36,~~972~~304

Warranty

~~1,022~~974

1,~~340~~405

12,~~977~~971

23,~~293~~698

Total Revenues - Recognized Over a Period of Time

3,~~976~~848

3,~~247~~737

711,~~557~~425

610,~~265~~002

Revenues - Other

Revenues- Other

Car-sharing services

1,~~111~~231

1,~~202~~168

23,~~286~~517

23,~~299~~467

Grant and fees rebate

3259

52982

~~192~~251

~~635~~1,617

Total Revenues - Other

1,~~143~~290

12,~~254~~150

23,~~478~~768

25,~~934~~084

Total Revenue

2827,~~667~~030

3325,~~262~~187

4976,~~421~~451

7096,~~830~~017

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

REVENUE RECOGNITION – CONTINUED

The following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:

	2025		2024		2025		2024
	For The Three Months Ended				For The ~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Revenues by Geographical Area
U.S.A.	$	18,008	$	24,127	$	30,270	$	51,820
U.S.A	$	18,605	$	17,656	$	48,875	$	69,475
International		108,~~659~~425		97,~~135~~531		1927,~~151~~576		1926,~~010~~542
Total Revenue	$	2827,~~667~~030	$	3325,~~262~~187	$	4976,~~421~~451	$	7096,~~830~~017

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions, such as sales returns, and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against revenues at the time revenues are recognized.

The Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract.

As of ~~June~~September 30, 2025, the Company had $2823,~~966~~892 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of ~~June~~September 30, 2025. The Company expects to satisfy $1916,~~153~~578 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when the expected amortization period is one year or less. During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, there was no ~~revenue~~ revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. During the three and nine months ended September 30, 2025, the Company recognized $1,837 and $7,227 of revenues, respectively, related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2024.

During the three and six months ended June 30, 2025, the Company recognized $2,529 and $5,390 of revenues, respectively, related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2024. During the three and six months ended June 30, 2025, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Grants, rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives.

During the three months ended ~~June~~September 30, 2025 and 2024, the Company recorded $32 59 and $52982, respectively, related to grant and rebate revenue. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded $~~192~~ 251 and $~~635~~1, 617, respectively, related to grant and rebate revenue. During the three months ended ~~June~~ September 30, 2025 and 2024, the Company recognized $~~303~~ 92 and $31117, respectively, of revenue related to alternative fuel credits. During the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, the Company recognized $~~351~~ 443 and $75168, respectively, of revenue related to alternative fuel credits.

Car-sharing services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end of the lease.

The Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe upon return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

	For the Three and Six Months Ended
	For the Three and Nine Months Ended
	June 30,
	September 30,
	2025		2024
Warrants		15,~~150~~048,~~152~~329		1,150,152
Options		~~558~~569,~~359~~038		~~908~~905,~~162~~297
Restricted stock units		1,~~691~~681,~~148~~564		-8,537
Total potentially dilutive shares		37,~~399~~298,~~659~~931		2,~~058~~063,~~314~~986

CONCENTRATIONS

As of ~~June~~September 30, 2025, accounts payable to one significant vendor represented 11 12% of total ~~accounts~~ accounts payable.

During the three months ended ~~June~~September 30, 2024, sales to a significant customer represented 1610% of total revenue.

~~During~~There were no revenue concentrations during the ~~six~~three and nine months ended ~~June~~September 30, ~~2024,~~2025 and ~~sales~~no ~~to a~~revenue ~~significant~~concentrations ~~customer~~for ~~represented~~the ~~20%~~nine ofmonths ~~total~~ended ~~revenue~~September 30, 2024.

~~There were no revenue concentrations during the three and six months ended June 30, 2025.~~RECLASSIFICATIONS

Certain prior year balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s condensed consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires ~~enhanced~~ enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted. ~~The~~While the Company does not believe the adoption ~~of this ASU~~ will have a material impact,. ~~however~~However, additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year ~~ended~~ ending December 31, 2025 and interim reporting periods beginning January 1, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Company is currently evaluating the effects of adopting this new accounting guidance.

3In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for internal-use ~~ACCRUED~~software ~~EXPENSES~~by ~~AND~~eliminating ~~OTHER~~the ~~CURRENT~~previous ~~LIABILITIES~~project-stage model and replacing it with a “probable-to-complete” threshold. It also relocates and supersedes the guidance for website development costs (previously in Subtopic 350-50) into Subtopic 350-40, and requires entities to apply the presentation and disclosure requirements in Subtopic 360-10 to capitalized internal-use software costs regardless of how those costs are presented in the financial statements. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted (provided the entity’s financial statements for that interim or annual period have not yet been issued or made available for issuance). The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer.” This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash consideration received from a customer under Topic 606. The amendments specify that an entity should apply the revenue guidance to share-based consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair value are recognized outside of revenue. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

3. BUSINESS COMBINATION

ZEMETRIC, INC.

On July 7, 2025, Blink Charging Co. entered into a Stock Purchase Agreement (“SPA”) with the shareholders of Zemetric, Inc. (“Zemetric”), a Delaware corporation. Under the terms of the SPA, Blink acquired 100% of the issued and outstanding shares of common stock of Zemetric, thereby obtaining control of Zemetric and its subsidiaries, Zemetric EV Solutions Private Limited and Evy Energy Private Limited, both organized under the laws of India.

Under the terms of the SPA, the aggregate acquisition consideration totaled approximately $3,595, comprised of: (i) $250 in cash paid at closing; (ii) 1,462,841 shares of the Company’s common stock with an aggregate fair value of $1,151 (“Common Stock Consideration”), and (iii) an earn-out payment in the form of additional shares of the Company’s common stock with an aggregate value up to $3,438, contingent upon the achievement of specified milestones pursuant to the SPA. Additionally, in the event a milestone is met, the Company may elect to settle that obligation in cash or a combination of cash and common stock. No portion of the earn-out shares shall be payable unless the applicable milestone is met and any underachievement shall reduce the corresponding earn-out proportionally. In the event the milestones exceed 100% of the specified targets, the Company agrees to issue additional shares capped at a maximum of 100% or $3,438.

As of September 30, 2025, 61,598 shares of common stock issuable in connection with the Common Stock Consideration have not been issued. The Company has accrued for this obligation of September 30, 2025. See Note 4 - Accrued Expenses for additional details.

The earn-out is contingent upon the achievement of certain revenue, gross profit, operational and performance targets over the 18-month period following the closing date. The earn-out is classified as a liability because it may be settled in a variable number of restricted shares and, therefore, does not meet the criteria for equity classification under ASC 815-40.

The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Zemetric. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable and certain fixed assets.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:

	Preliminary Purchase Price Allocation
Purchase Consideration:
Cash (net of excess cash of $43)	$	207
Common stock consideration		1,151
Earn-out liabilities		2,194

Total Purchase Consideration	$	3,552

Less:
Trade names	$	162
Customer relationships		6
Developed technology		1,541
Property and equipment		6
Non-compete agreements		62
Note payable-related party		(114	)
Net working capital		147

Fair Value of Identified Net Assets	$	1,810

Remaining Unidentified Goodwill Value	$	1,742

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

3. BUSINESS COMBINATION – CONTINUED

ZEMETRIC, INC. – CONTINUED

The components of net working capital are as follows:

	Preliminary Purchase Price Allocation
Current assets:
Accounts receivable	$	176
Inventory		119
Other current assets		6

Total current assets	$	301

Less current liabilities:
Accounts payable	$	123
Accrued expenses		24
Deferred revenue		7

Total current liabilities	$	154

Net working capital	$	147

In connection with the acquisition of Zemetric, the Company acquired intangible assets in the form of trade names, customer relationships, developed technology, and non-compete agreements. The Company engaged a third-party valuation specialist to assist in determining the fair values of these identifiable intangible assets as of the acquisition date.

The Company utilized the relief-from-royalty method to determine the fair value of the acquired trade names. This method estimates the value a market participant would be willing to pay in royalties if it did not own the assets and had to license them from a third party. The fair value was calculated by applying an estimated royalty rate to projected revenues associated with the assets and discounting the resulting royalty savings to present value using an appropriate discount rate. The trade names were assigned an estimated useful life of 13 years.

When determining the fair value of developed technology, a form of income approach, known as the multi-period excess earnings method, was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the technology, less costs to realize the revenue. The Company applied a discount rate of 30%, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the developed technology include an assumed income tax rate of 26%. The developed technology was assigned a useful life of five years for hardware and three years for software.

When determining the fair value of customer relationships, the Company applied the distributor method, a form of the income approach, which is based on a discounted cash flow model. The model incorporated an assumed income tax rate of 26% and a discount rate of approximately 30%, reflecting the risk profile of the underlying assets. The resulting useful life of customer relationships was estimated at 5.3 years.

The fair value of the non-compete agreements was determined using a discounted cash flow model based on the expected benefit of reducing competition during the restricted period. Key assumptions included a discount rate of 30% and an income tax rate of 26%. The non-compete agreements were assigned a useful life of two years. The fair value of working capital accounts was determined to approximate their carrying values due to the short-term nature of the underlying assets and liabilities. The fair value of property and equipment was estimated using the cost approach, which measures fair value based on current replacement cost adjusted for physical and functional depreciation. Assumptions included replacement cost new, estimated remaining useful life, and physical deterioration factors.

The fair value of the earn-out liabilities were estimated using a Monte Carlo simulation and a probability weighted expected return model that considered the probability of achieving various operational and revenue milestones. The valuation incorporated risk-adjusted discount rates ranging from approximately 4% to 28% and a 13% liquidity discount to reflect the unregistered status of the shares to be issued upon settlement. Significant increases or decreases in projected revenues or gross margins could materially affect the estimated fair value of the earn-out liabilities.

Goodwill was recorded for the amount by which the purchase price exceeded the fair value of the net assets acquired, and the amount is attributable to the assembled workforce, the reputation of Zemetric’s brand, and the synergies expected to be realized through the integration of Zemetric with the Company’s existing product offerings. Goodwill of $1,742 resulting from the acquisition of Zemetric is not expected to be deductible for income tax purposes.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

3. BUSINESS COMBINATION- CONTINUED

ZEMETRIC, INC. – CONTINUED

The condensed consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition date) through September 30, 2025 and do not include results of operations for periods prior to July 7, 2025. The results of operations of Zemetric from July 7, 2025 through September 30, 2025 included revenues of approximately $14 and net loss of approximately $40.

The following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 as if the acquisition of Zemetric had occurred on January 1, 2024. The pro forma information presented below is based on the pre-acquisition financial information of Zemetric and includes adjustments to give effect to amortization expense associated with the acquired intangible assets. The pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor are they necessarily indicative of future operating results.

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	27,062		$	25,458		$	76,920		$	96,618
Net loss	$	(60	)	$	(87,460	)	$	(52,763	)	$	(125,140	)

As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs were immaterial.

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Accrued professional, board and other fees	$	2,~~151~~916	$	2,923
Accrued wages		23,~~623~~522		3,487
Warranty payable		~~553~~1,548		1,721
Accrued income, property and sales taxes payable		2,~~005~~573		972
Other accrued expenses		14,~~624~~287		~~379~~1,169
Total accrued expenses	$	814,~~956~~846	$	910,~~482~~272

1316

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

45. STOCKHOLDERS’ EQUITY

AT-THE-MARKET OFFERING

On September 2, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as our sales agents (collectively, the “Agents”) to conduct an at-the-market (“ATM”) equity offering program, pursuant to which we may publicly issue and sell from time to time shares of our common stock having an aggregate offering price of up to $250,000 through the Agents. On November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with the Agents. The Amendment revised the term “Registration Statement,” as used in the Sales Agreement, to our new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revised the term “Prospectus Supplement,” as used in the Sales Agreement, to our prospectus supplement dated November 2, 2023, relating to the ATM equity offering program contemplated by the Sales Agreement. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company sold an aggregate of 681,330 shares of common stock ~~aggregate~~ aggregate gross proceeds of $909, less issuance costs of $18, for net proceeds of $891. The ATM is not currently active since wethe doCompany does not have an effective shelf registration statement covering the shares of common stock issuable thereunder.

COMMON STOCK

See Note 3 - Business Combination for additional details.

See Note 8 - Fair Value Measurement for additional details.

STOCK WARRANTS

See Note 8 - Fair Value Measurement for additional details.

STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and ~~six~~nine months ended ~~June~~September 30, 2025 of $~~787~~433 and $12,~~753~~186, respectively, which is included within compensation expense on the condensed consolidated statements of operations. The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and ~~six~~nine months ended ~~June~~ September 30, 2024 of $~~1,033 and~~927 and $12,~~950~~877, respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of ~~June~~September 30, 2025, there was $2,~~395~~086 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.275 years.

Restricted Stock Units

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company granted an aggregate of 1,~~237~~449,~~935~~696 shares of restricted stock with an aggregate grant date fair value of $1,~~244 which~~525 which will be recognized ratably over the vesting term. The restricted stock has vesting dates ranging from February 24, 2026 to June 110, 2028. Expenses related to this award are included within compensation expense on the condensed consolidated statements of operations.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’ Long-Term Incentive (“LTI”) Plan equal to 50% of the executives’ annual base salary. Such awards will be issued in the form of of restricted stock units. Of the RSUs granted, 50% of the restricted stock units are designated as performance-based stock awards and will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted stock units are designated as time-based awards and will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance indicators and other performance criteria.

The escalating stock price thresholds are as follows:

	1)	First 1/4 Vesting: The first 1/4 will vest when the stock price exceeds $3.00 for a period of 90 consecutive days.
	2)	Second 1/4 Vesting: The next 1/4 will vest when the stock price exceeds $5.00 for a period of 90 consecutive days.
	3)	Third 1/4 Vesting: The next 1/4 will vest when the stock price exceeds $7.50 for a period of 90 consecutive days.
	4)	Final 1/4 Vesting: The final 1/4 will vest when the stock price exceeds $9.50 for a period of 90 consecutive days.

Stock Options

During the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, the Company granted ten-year stock options to purchase 4563,~~801~~252 shares of common stock at an exercise price of $0.97 per share to employees. The shares vest ratably over three years from the date of grant. The stock options had a grant date fair value of $370.76 per share. The assumptions utilized in the valuation of stock options are described as follows: risk-free interest rate is 4.1812%, ~~expected~~ expected term is ~~six~~6.5 years, expected volatility is ~~94.8~~81% ~~and~~ and an expected dividend yield of 0%.

1417

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

56. RELATED PARTY TRANSACTIONS

JOINT VENTURE

The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40% of the Entity while the other three parties own 60% of the Entity. Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties. The Entity currently owns 100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece. The obligation to fund the future operations of the Entity is limited to the Company’s 40% ownership. During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company did not ~~recognized~~recognize any sales to Hellas. As of ~~June~~ September 30, 2025 and December 31, 2024, the Company had a payable of approximately $0 and $129, respectively, to Hellas. Furthermore, the Company has provided working capital of $274 through ~~June~~September 30, 2025 and December 31, 2024 to Hellas. The Company has written off this working capital contribution, since Company’s proportion of Hellas’s net losses exceed the working capital contribution.

The Company determined that the Entity is a variable interest entity; however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through ~~June~~September 30, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, ~~the~~ the Company has not recorded a gain or loss on its equity method investment in the Entity during the three and ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024.

In May 2025, the Company sold its equity interest in ~~Hellas~~the Entity and recorded a gain on sale of investment of $223, which was included within general and administrative expenses on the condensed consolidated statements of operations.

BLINK CHARGING UK LIMITED

As of ~~June~~September 30, 2025, ~~several~~few ~~close~~ family members of a senior management employee, ~~are~~who is a former founder of EB Charging Ltd., are providing services to Blink Charging UK Limited. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, these related parties have collectively provided services worth $28 32 and $5284, respectively, to Blink Charging UK Limited. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, these related parties have collectively provided services worth $35 68 and $~~117~~185, respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses on the condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

15NOTE PAYABLE – RELATED PARTY

In connection with the acquisition of Zemetric, the Company assumed a liability to repay a note payable to one of the sellers of Zemetric, who assumed the role of Chief Technology Officer of the Company upon closing of the acquisition. As of September 30, 2025, the balance on the note payable was $114, which was repaid in full in October 2025.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

67. ~~LEASES~~INCOME TAXES

On July 4, 2025, the President signed into law significant federal tax legislation, H.R. 1 (the “Tax Reform Act of 2025”). The Act introduces numerous changes to U.S. corporate income tax law, including, among others:

	1)	the reinstatement of 100% bonus depreciation for qualified property placed in service after 2024;
	2)	the immediate expensing of domestic research and experimental (R&E) expenditures;
	3)	modifications to the limitation on business interest expense under Section 163(j);
	4)	increased expensing thresholds under Section 179;
	5)	changes to the international tax regime, including revisions to the GILTI and FDII provisions; and
	6)	expanded limitations on the deductibility of executive compensation under Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, subject to specified transition rules and exceptions.

While the Tax Reform Act of 2025 introduces significant U.S. income tax provisions, given the Company’s ongoing losses and historical NOLs, the Company does not anticipate significant change to its U.S. federal cash tax payments for the remainder of 2025 and near future thereafter, until it reaches profitability. Therefore, the Tax Reform Act of 2025 does not have material impact on the Company’s condensed consolidated financial statements, with exception of the related disclosures to the valuation allowance for the deferred tax assets to be recorded in the consolidated financial statements as of December 31, 2025.

8. LEASES

OPERATING LEASES

Total operating lease expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2025 were $~~751~~ 555 and $1,~~230~~785, respectively, and for the three and ~~six~~ nine months ended ~~June~~September 30, 2024 were $~~347~~540 and $1,~~135,~~675 respectively, which were recorded in other operating expenses on the condensed consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments and other expenses.

As of ~~June~~September 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced. As of ~~June~~September 30, 2025, the Company had $~~117~~ 106 of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and are included as a component of property and equipment on the condensed consolidated balance sheet as of ~~June~~September 30, 2025.

~~During~~In ~~the~~September ~~three and six months ended June 30,~~ 2025, the Company ~~recorded~~terminated $2its ~~and~~lease ~~$4,~~for ~~respectively,~~its offacility ~~interest~~in ~~expense~~Tempe, ~~related~~Arizona toand ~~finance~~paid ~~leases, which~~a ~~was~~lease ~~recorded~~termination ~~within~~fee ~~interest~~of ~~expense~~$130. onThe Company derecognized the ~~condensed~~operating ~~consolidated~~lease ~~statements~~ right-of-use ~~operations.~~asset ~~During~~and ~~the~~corresponding ~~three~~lease liabilities and ~~six~~recognized ~~months~~a ~~ended June~~loss ~~30,~~on ~~2024,~~lease ~~the~~termination ~~Company~~of $58 ~~recorded~~within ~~$13~~other ~~and~~operating ~~$23,~~expenses ~~respectively,~~during ofthe ~~interest~~three ~~expense~~and ~~related~~nine tomonths ~~finance~~ended ~~leases~~September 30, 2025.

During the three and nine months ended September 30, 2025, the Company recorded $1 and $5, respectively, of interest expense related to finance leases, which was recorded within interest expense on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recorded $6 and $29, respectively, of interest expense related to finance leases.

Supplemental cash flows information related to leases was as follows:

	For The Six Months Ended June 30,
	For The Nine Months Ended
	September 30,
	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,~~794~~645		$	21,~~052~~289
Financing cash flows from finance leases	$	1726		$	~~375~~582
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	~~351~~1,015		$	~~653~~1,076
Finance leases	$	-		$	53
Weighted Average Remaining Lease Term
Operating leases		2.3833			2.6571
Finance leases		32.1692			23.7874
Weighted Average Discount Rate
Operating leases		7.2	%		7.24	%
Finance leases		6.2	%		6.3	%

16Future minimum payments under non-cancellable leases as of September 30, 2025 were as follows:

For the Twelve Months Ended September 30,	Operating Lease			Finance Lease
2026	$	3,914		$	41
2027		2,118			39
2028		1,529			32
2029		929			3
2030		896			-
Thereafter		772			-
Total future minimum lease payments		10,158			115
Less: imputed interest		(2,188	)		(9	)
Total	$	7,970		$	106

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

69. ~~LEASES-~~FAIR ~~CONTINUED~~VALUE MEASUREMENT

Future minimum payments under non-cancellable leases as of June 30, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,	Operating Lease			Finance Lease
2025	$	4,262		$	41
2026		2,324			41
2027		1,642			34
2028		932			10
2029		894			-
Thereafter		949			-
Total future minimum lease payments		11,003			126
Less: imputed interest		(1,816	)		(12	)
Total	$	9,187		$	114

7. FAIR VALUE MEASUREMENT

Assets and liabilities measured at fair value on a recurring basis are as follows:

	Level 1		Level 2		Level 3		Total
	June 30, 2025
	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities
Money market funds	$	13,861	$	-	$	-	$	13,861
Money market funds	$	13,715	$	-	$	-	$	13,715
Total assets	$	13,861	$	-	$	-	$	13,861
Alternative fuel credits		-		48		-		48
Total assets	$	13,715	$	48	$	-	$	13,763
Liabilities:
Warrant liability	$	-	$	-	$	1530	$	1530
Common stock consideration payable		-		-		23,491		23,491
Earn-out liabilities		-		-		2,194		2,194
Total liabilities	$	-	$	-	$	232,~~506~~224	$	232,~~506~~224

	Level 1		Level 2		Level 3		Total
	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	13,630	$	-	$	-	$	13,630
Money market funds		27,347		-		-		27,347
Alternative fuel credits		-		51		-		51
Total assets	$	40,977	$	51	$	-	$	41,028

Liabilities:
Warrant liability	$	-	$	-	$	22	$	22
Common stock consideration payable		-		-		21,028		21,028
Total liabilities	$	-	$	-	$	21,050	$	21,050

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

1720

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

79. FAIR VALUE MEASUREMENT- – CONTINUED

~~Assumptions~~The ~~utilized~~following table sets forth a summary of the changes in the ~~valuation~~fair value of ~~warrant~~Level 3 liabilities that are ~~described~~measured asat ~~follows~~fair value on a recurring basis during the nine months ended September 30, 2025:

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Risk-free interest rate		3.96	%		5.09	%		3.96%-4.03%			5.03%-5.09%
Contractual term (years)		1.00			1.00			1.00			1.00
Expected volatility		80	%		90	%		74%-80%			88%-90%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%

The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis:

	2025
Common Stock Consideration Payable
Beginning balance as of January 1,	$	21,028
Change in fair value of consideration payable		2,463
Change in fair value of consideration payable and gain on settlement		(9,238	)
Ending balance as of June 30,	$	23,491
Issuance of common stock and warrants in satisfaction of consideration payable		(11,790	)
Ending balance as of September 30,	$	-
Warrant Liability
Beginning balance as of January 1,	$	22
Change in fair value of warrant liability		(78	)
Ending balance as of June 30,	$	15
Ending balance as of September 30,	$	30
Earn-Out Liabilities
Beginning balance as of January 1,	$	-
Contingent consideration assumed in Zemetric acquisition		2,194
Ending balance as of September 30,	$	2,194

~~The~~COMMON ~~common~~STOCK ~~stock~~CONSIDERATION consideration payable is recorded at fair value of $23,491 and $21,028 as of June 30, 2025 and December 31, 2024, respectively, and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability.PAYABLE

18The common stock consideration payable is recorded at fair value of $0 and $21,028 as of September 30, 2025 and December 31, 2024, respectively, and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability.

During the three months ended September 30, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882 shares of the Company’s common stock with an aggregate issuance date fair value of $9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $0.01 per share with an aggregate issuance date fair value of $2,772, both of which were classified within stockholders’ equity on the condensed consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $23,491 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $11,701 and $9,238 during the three and nine months ended September 30, 2025, respectively.

Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days. The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. Subsequent to September 30, 2025, the market conditions related to the first and second price targets were met. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

89. ~~COMMITMENTS~~FAIR ~~AND~~VALUE ~~CONTINGENCIES~~MEASUREMENT - CONTINUED

WARRANT LIABILITY

Assumptions utilized in the valuation of warrant liabilities are as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Risk-free interest rate		3.96	%		3.98	%		3.96%-4.03%			3.98%-5.09%
Contractual term (years)		1.00			1.00			1.00			1.00
Expected volatility		80	%		92	%		74%-80%			88%-92%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%

EARN-OUT LIABILITIES

See Note 3 – Business Combination for details.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

10. COMMITMENTS AND CONTINGENCIES

LITIGATION, DISPUTES AND SETTLEMENTS

The Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change.

The Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of ~~June~~September 30, 2025, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in in the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters ~~described~~ described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period.

In September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527, filed in the U.S. District Court for the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties and a final judgment was entered in October 2024. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia Lawsuit, the “Derivative Actions”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit.

Following a a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated ~~June~~ June 26, 2025. IfThe ~~it receives court approval, the~~ Settlement ~~will~~resolves ~~resolve~~ the Derivative Actions in exchange for the Company undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part of the Settlement. The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $533~~,750~~ (the “Fee and Expense Award”)~~. On June 30~~, ~~2025, plaintiffs’ counsel filed a motion asking the court to grant preliminary approval of the Settlement,~~ which the court has granted on August 15, 2025. The court scheduled a final settlement hearing for October 27, 2025 at 9:00 a.m. at Courtroom 10D, Regional Justice Center, 200 Lewis Ave., Las Vegas, NV, 89155. In the meantime, the Derivative Actions remain stayed. The Company’s ~~has not recorded an accrual related to these matters as of June 30, 2025, as the Company expects its~~ insurance carriers tohave ~~pay for the Fee and Expense Award~~paid.

19On September 29, 2025, plaintiffs’ counsel in the Derivative Actions filed a motion asking the Nevada court to grant final approval of the Settlement. On October 24, 2025, the Nevada court granted the motion. On October 29, 2025, the Nevada court issued an order and final judgment, approving the settlement and closing the case. The Florida Action remains stayed, but as part of the Settlement, plaintiffs are required to file a notice of voluntary dismissal by no later than December 2, 2025.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

911. SEGMENT REPORTING

The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription services and charge those cars through charging stations.

The CODM is provided with asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss in order to allocate operating and capital resources and assesses the performance of the Company by comparing actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is also regularly provided with disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below:

	2025		2024		2025		2024
	For The Three Months Ended				For The ~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Other operating expenses
Other operating expenses:
Software	$	1,~~466~~647	$	1,~~367~~213	$	34,~~259~~906	$	23,~~249~~462
Other (1)		52,~~473~~942		3,~~591~~526		911,~~029~~971		912,~~147~~673
Total other operating expenses	$	64,~~939~~589	$	4,~~958~~739	$	1216,~~288~~877	$	1116,~~396~~135

(1)

Includes operating lease expense, insurance expense, office expenses and travel expenses.

The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease right-of-use assets:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
United States	$	2830,~~814~~273	$	35,035
International		14,~~822~~349		12,848
Total	$	4344,~~636~~622	$	47,883

For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies.

2024

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

1012. REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company identified a ~~number~~classification ofmisstatement ~~misstatements and omitted disclosure items~~ in the Company’s previously issued financial statements asrelated ~~summarized below.~~to ~~The identified misstatements impacted certain components of~~ the ~~balance sheet and statement~~ classification of ~~cash~~marketable ~~flows~~securities inthat ~~the~~were ~~consolidated financial~~previously ~~statements~~ included inwithin ~~the~~cash Form 10-Q for the Quarterly Period ended March 31, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and ~~quantitative~~cash ~~basis in accordance with SEC Staff Accounting Bulletin Topics 1~~equivalents.~~M and 1.N (formerly No. 99, Materiality).~~

~~Based~~The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the condensed consolidated financial statements included in the Form 10-Q for the quarterly period ended September 30, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality). Based on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its previously issued condensed consolidated financial statements as of and for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024. However, the Company concluded the financial statements should be revised for these errors.

~~Note~~A 2summary —of ~~Summary~~the corrections to the impacted financial statement line items in the Company’s previously issued condensed consolidated balance sheet and condensed consolidated statement of ~~Significant~~cash ~~Accounting~~flows ~~Policies~~as -of ~~Marketable~~and ~~Securities~~for the nine months ended September 30, 2024 are as follows:

The Company identified a classification misstatement in the Company’s previously issued financial statements related to the classification of marketable securities that were previously included within cash and cash equivalents.

A summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed consolidated balance sheet and condensed consolidated statement of cash flows as of and for the three and six months ended June 30, 2024.

BLINK CHARGING CO.

Condensed Consolidated Balance Sheets

(In thousands~~, except share amounts~~)

As of September 30, 2024

As Previously

Revision

Reported

Adjustments

Revised

Assets

Current Assets:

Cash and cash equivalents

7364,~~885~~584

(1817,~~104~~178

)

5547,~~781~~406

Marketable securities

1817,~~104~~178

Total Current Assets

~~173~~160,~~175~~259

Total Assets

~~380~~303,~~272~~023

BLINK CHARGING CO.

Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Nine Months Ended September 30, 2024
	As Previously			Revision			As
	Reported			Adjustments			Revised
Cash Flows From Investing Activities:
Proceeds from sale of marketable securities	$	-		$	56,~~500~~750		$	56,~~500~~750
Purchase of marketable securities	$	-		$	(~~634~~958	)	$	(~~634~~958	)
Net Cash Used In Investing Activities	$	(89,~~739~~738	)	$	45,~~866~~792		$	(3,~~873~~946	)
Net Decrease In Cash and Cash Equivalents and Restricted Cash	$	(4757,~~810~~109	)	$	45,~~866~~792		$	(4251,~~944~~317	)
Cash and Cash Equivalents and Restricted Cash - Beginning of Period	$	121,770		$	(22,970	)	$	98,800
Cash and Cash Equivalents and Restricted Cash - End of Period	$	7364,~~960~~661		$	(1817,~~104~~178	)	$	5547,~~856~~483
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents	$	7364,~~885~~584		$	(1817,~~104~~178	)	$	5547,~~781~~406
Restricted cash	$	7577		$	-		$	7577
Cash and cash equivalents and restricted cash	$	7364,~~960~~661		$	(1817,~~104~~178	)	$	5547,~~856~~483

2125

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

1113. SUBSEQUENT EVENTS

~~ZEMETRIC~~On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059 ~~ACQUISITION~~shares of common stock that may be offered for resale or otherwise disposed of selling stockholders. The shares offered for resale under the registration statement consist of (i) 9,696,882 shares of common stock and (ii) 3,898,177 shares of common stock issuable upon the exercise of warrants, which were issued by the Company to the selling stockholders in connection with the Company’s acquisition of Envoy Technologies pursuant to the Merger Agreement described in Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements. The Company will bear all costs, expenses and fees in connection with the registration of shares for resale by the selling stockholders, other than the selling stockholders’ respective discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses attributable to the sale or disposition of the shares. The registration statement is not currently effective.

On July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc. (“Zemetric”), a Silicon Valley–based provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations. The consideration for the acquisition includes cash, the Company’s restricted stock and a performance driven earn-out. Shortly thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.26

MERGER AGREEMENT AMENDMENT

On August 4, 2025, Envoy Technologies, Inc. entered into Amendment No. 4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC) (“Mobility”), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.

The Fourth Amendment provides that the sole remaining payment obligation to the former equityholders of Envoy will be fully satisfied, and the Company and Envoy Mobility will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $10,000 in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements. All warrants granted per the agreement have expiration period of 20 months from the date of issuance.

All shares of Company common stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day, with a cap of 20% per month.

The former equity holders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant to the exercise of warrants. The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment date and use commercially reasonable efforts to have it declared effective within 90 days thereafter. The amendment includes indemnification provisions for both the Company and the former equity holders against claims related to the registration statement.

TAX LAW CHANGE

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (together with its subsidiaries, “Blink” or the “Company”) as of ~~June~~September 30, 2025 and for the ~~six~~three and nine months ended ~~June~~September 30, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our” and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated ~~benefits~~ benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Part 1, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic reports, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

Any one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

U.S. dollars are reported in thousands, except for share and per share amounts.

Overview

We are a leading owner, operator, provider of EV charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various locations. Blink’s principal line of products and services is its Blink Networks and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks are a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Networks provide Property Partners, among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability, and fees (as applicable).

To capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into one of the business models below, differentiated by who owns the equipment and who bears the costs of installation, equipment, maintenance, and the percentage of revenue shared.

	●	In our Blink-owned turnkey business model, we incur the charging equipment and installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink Networks. In this model, which favors recurring revenues, we incur most costs associated with the EV charging stations; thus, we retain substantially all EV charging revenues after deducting network connectivity and processing fees. Our agreement with the Property Partner typically lasts nine years, with extensions that can bring it to 27 years.

	●	In our Blink-owned hybrid business model, we typically incur the charging equipment costs while the Property Partner incurs the installation costs. We own and operate the EV charging station and provide connectivity to the Blink Networks. In this model, since the Property Partner typically incurs the installation costs; we share a more generous portion of the EV charging revenues with the Property Partner after deducting Blink network connectivity and processing fees. Our agreement with the Property Partner typically lasts seven years, with extensions that can bring it to 21 years.

	●	In our host-owned business model, the Property Partner purchases, owns, and operates the Blink EV charging station and incurs the installation costs. We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting Blink network connectivity and processing fees.

We also own and operate EV car-sharing programs through our wholly owned subsidiary, Blink Mobility. These programs allow customers to share electric vehicles through subscription services and charge those cars through our charging stations.

As of ~~June~~September 30, 2025, wethere ~~contracted,~~were ~~sold or deployed 110~~65,~~828~~586 chargers, ofconnected ~~which~~to the ~~88,168 were on~~ Blink ~~Networks~~networks. ~~(comprised of~~Of those, 63,~~312~~775 were Level 2 commercial chargers, and 1,~~717~~811 DCFC were commercial chargers, ~~714 residential chargers, and 22,425 chargers pending to be commissioned).~~ Included on Blink ~~Networks~~ networks are 78,~~917~~112 chargers owned by us. ~~The~~Another ~~remaining~~estimated 22,~~660~~790 units were non-networked, on other networks, international sales, or deployments. In ~~(comprised of 4~~total,~~810~~ ~~Level~~we 2have ~~commercial chargers~~deployed, 64contracted DCor ~~Fast Charging chargers, 12,639 residential Level 2 Blink EV chargers, 3,122~~ sold ~~to other U.S. networks and~~110,188 2units,~~025~~ ~~sold~~which ~~internationally).~~includes ~~Blink networked chargers include~~ public and private chargers, as designated by stations owners, and ~~are~~is net of swap-outs, replacement units, and decommissioned units. Certain commercial chargers include chargers installed in residential settings for commercial purposes. All chargers, including at all international Blink locations, are categorized based on US Department of Energy guidelines.

As reflected in our condensed consolidated financial statements as of ~~June~~September 30, 2025, we had cash and cash equivalents of $2523,~~318~~110, working capital of $4036,~~491~~752 and an accumulated deficit of $788,~~521~~607. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we incurred net ~~losses~~ losses of $~~31,959~~86 and $52,~~666~~752, respectively. The Company’s total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. We have not yet achieved profitability.

Recent Developments

Envoy Technologies, Inc.

~~Envoy~~On ~~Technologies~~August 4, ~~Inc.~~2025, the Company’s wholly owned ~~electric~~subsidiary, ~~car~~Envoy ~~share~~Technologies, ~~subsidiary~~Inc. (“Envoy Technologies”), ~~filed~~entered ainto Amendment ~~registration~~No. ~~statement~~4 on(the ~~Form~~“Fourth ~~S-1~~Amendment”) to ~~go public~~the ~~via~~Agreement aand ~~proposed~~Plan ~~direct~~of ~~listing~~Merger, dated as of ~~its~~April ~~common~~18, ~~stock~~2023, with the UCompany, Envoy Technologies, Envoy Mobility, Inc.S (“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equityholders’ agent (as previously amended, the “Merger Agreement”). ~~Securities~~Pursuant to the Fourth Amendment, the sole remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and ~~Exchange~~the ~~Commission~~Company and Mobility were released from all claims and liabilities relating to such obligation, with the issuance of (x) $10,000 in shares of Company common stock, valued based on ~~May~~the 1volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements. During the three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 5 - Stockholders’ Equity for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. See Note 13 - Subsequent Events for additional information.

23Acquisition On July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc. (“Zemetric”), a Silicon Valley–based provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations. The consideration for the acquisition includes cash, the Company’s restricted stock and a performance based earn-out. Shortly thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.

On August 4, 2025, Envoy Technologies, Inc. entered into the Fourth Amendment to the Merger Agreement to the by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC) (“Mobility”), Envoy Technologies and Fortis Advisors LLC, as equity holders’ agent.

The Fourth Amendment provides that the sole remaining payment obligation to the former equity holders of Envoy will be fully satisfied, and the Company and Envoy Mobility will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $10,000 in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements. All warrants granted per the agreement have expiration period of 20 months from the date of issuance.

Acquisition

Tax Law Change

On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). ~~Most~~While ~~provisions~~the ~~are~~Tax ~~effective~~Reform ~~for~~Act ~~tax~~of ~~years~~2025 ~~beginning after~~introduces ~~December~~significant ~~31,~~U.S. ~~2024~~income tax provisions, given ~~with~~the ~~certain~~Company’s ~~transition~~ongoing ~~rules~~losses and ~~exceptions.~~historical ~~The~~NOLs, the Company isdoes ~~currently~~not ~~evaluating~~anticipate ~~the~~significant ~~impact~~change ofto ~~the~~its ~~Tax~~U.S. ~~Reform~~federal ~~Act~~cash tax payments for the remainder of 2025 onand ~~its~~near ~~condensed~~future ~~consolidated~~thereafter, ~~financial~~until ~~statements.~~it ~~The~~reaches ~~effects~~a sight of ~~the~~profitability. ~~new law~~Therefore, ~~including~~the ~~remeasurement~~Tax Reform Act of ~~deferred~~2025 ~~tax~~does ~~assets~~not ~~and~~have ~~liabilities~~material ~~and~~impact ~~changes~~on tothe ~~current~~Company’s ~~and~~condensed ~~future~~consolidated ~~tax~~financial ~~expense~~statements, with exception of the related disclosures ~~will~~to bethe ~~reflected~~valuation inallowance for the ~~period~~deferred oftax ~~enactment~~assets ~~and~~recorded in ~~future~~the ~~periods~~consolidated asfinancial ~~the~~statements ~~Company~~as ~~completes~~of ~~its~~December ~~analysis~~31, 2025.

Product and Service Offerings

We offer a variety of EV charging products and services to Property Partners and EV drivers.

EV Charging Solutions

● Level 2. We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial and residential use, with the North American standard J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles in Europe and across Latin America.

● Our commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series 4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations. The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management system. Additionally, we offer three residential Level 2 chargers for the Americas: the wall-mounted HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets. Our commercial and residential chargers (except the non-networked HQ 150) can connect to the Blink Networks or a local network. Level 2 charging stations typically provide a full charge in two to eight hours. Level 2 chargers are ideally suited for low-cost installations and frequently used parking locations, such as workplaces, multifamily residential, retail, hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals and airports.

● International Products. We offer Level 2 AC and DC products for the rapidly expanding international markets targeted at the residential, workplace, retail, parking garages, leasing companies, hospitality, and other locations. These products are available with the Type 2, GBT, and CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles), and the EQ 200.

● Mobile Charger. We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market which requires a portable charger to be used for roadside or other use cases where a connection to the electricity grid is not available.

● DCFC. We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges from 30kW to 360kW, supports the ‘CHAdeMo’, CCS1, and NACS connectors, and typically provide an 80% charge in less than 30 minutes. Installation of DCFC stations and grid requirements are typically greater than Level 2 charging stations and are ideally suited for transportation hubs and locations between travel destinations. These include the Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW – 360kW DC Fast Charger that provides from 140 to 500 amps of power

● Blink Network. The Blink Network is a cloud-based platform that manages our network of EV chargers around the world for remote monitoring, management, payment processing, customer support, and other features required for operating the Blink Networks of EV charging locations

● Blink Charging Mobile App. We offer Blink Charging Mobile Apps (iOS and Android) that provide EV drivers control by giving them improved search capabilities which allows them to search for nearby amenities, as well as chargers by zip-codes, city, business, category, or address, and expanded keyword search. The app also includes payment functionality, eliminating the need for a credit card.

● Fleet Management. We offer ~~Fleet~~Energy Management ~~applications,~~System ~~targeted~~(EMS) to ~~at commercial, municipal, and federal~~ fleets ~~for~~to ~~planning, managing,~~optimize ~~and optimizing~~ their ~~departure schedules and~~ energy costs. Our ~~Fleet~~EMS ~~Management~~solution ~~applications~~ can be ~~used as standalone tools or~~ integrated into existing charger and fleet management solutions, which allows Blink to be a flexible and value-added solution within existing ~~software~~ software stacks.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors, including those discussed below:

Competition - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.

Growth - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The market for alternative fuel vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to battery chemistries), design, performance and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.

Regulations - Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affecting our business, financial condition and results of operations.

Expansion through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results of operations would be negatively impacted.

Liquidity, Capital Resources, and Going Concern

As of ~~June~~September 30, 2025, the Company had cash and cash equivalents of $2523,~~318,~~110 compared to $41,774 in cash and cash equivalents and $13,630 in in marketable securities as of December 31, 2024, representing a decrease of $3032,~~086~~294 in available liquidity due to ongoing ~~operating~~ operating losses, working capital requirements, and limited cash inflows from operations.

Absent a near-term capital infusion or significant improvement in cash flow from operations, the Company expects that its current cash resources will be insufficient to fund operations for the next twelve months. As such, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year from the date of issuance of these financial statements.

The Company has no agreements, commitments, or understandings with respect to any financing alternatives. Any equity issuance would be dilutive to stockholders.

2529

Results of Operations

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared With Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

	For The Three Months Ended						For The ~~Six~~Nine Months Ended
	June 30,						June 30,						Three Months						Six Months
	September 30,						September 30,						3 Months						9 Months
	2025			2024			2025			2024			Difference $			Difference %			Difference $			Difference %
Revenues:
Product sales	$	1413,~~508~~035		$	2313,~~582~~448		$	2235,~~889~~924		$	5164,~~090~~538		$	(~~9,074~~413	)		-383	%	$	(28,~~201~~614	)		-5544	%
Charging service revenue - company-owned charging stations		7,~~691~~758			45,~~936~~254			1422,~~471~~229			915,~~963~~217			2,~~755~~504			5648	%		47,~~508~~012			4546	%
Network fees		2,~~954~~874			12,~~907~~332			58,~~580~~454			36,~~972~~304			~~1,047~~542			5523	%		12,~~608~~150			4034	%
Warranty		1,~~582~~486			1,~~340~~405			24,~~537~~023			23,~~293~~698			~~242~~81			186	%		~~244~~325			119	%
Grant and rebate		3259			52982			~~192~~251			~~635~~1,617			(20923	)		-3894	%		(~~443~~1,366	)		-7084	%
Car-sharing services		1,~~111~~231			1,~~202~~168			23,~~286~~517			23,~~299~~467			~~(91~~63	)		-85	%		~~(13~~50	)		-1	%
Other		~~789~~587			~~243~~598			12,~~466~~053			~~578~~1,176			~~546~~(11	)		~~225~~-2	%		~~888~~877			~~154~~75	%
Total Revenues		2827,~~667~~030			3325,~~262~~187			4976,~~421~~451			7096,~~830~~017			(41,~~595~~843	)		~~-14~~7	%		(2119,~~409~~566	)		-3020	%
Cost of Revenues:
Cost of product sales		177,~~036~~987			149,~~241~~122			2230,~~584~~571			3039,~~843~~965			2(1,~~795~~135	)		20-12	%		(89,~~259~~394	)		-2724	%
Cost of charging services - company-owned charging stations		1,~~062~~354			~~495~~724			13,~~966~~320			1,~~200~~924			~~567~~630			~~115~~87	%		~~766~~1,396			6473	%
Host provider fees		43,~~275~~852			32,~~282~~982			711,~~927~~779			69,~~324~~306			~~993~~870			3029	%		12,~~603~~473			2527	%
Network costs		~~636~~627			~~650~~577			1,~~099~~726			1,~~239~~816			~~(14~~50	)		-29	%		(~~140~~90	)		-115	%
Warranty and repairs and maintenance		~~1,291~~784			~~981~~294			2,~~131~~915			1,~~586~~880			~~310~~490			32167	%		~~545~~1,035			3455	%
Car-sharing services		1,~~066~~439			1,~~284~~156			13,~~751~~190			23,~~146~~302			~~(218~~283	)		~~-17~~24	%		(~~395~~112	)		-183	%
Depreciation and amortization		1,~~207~~321			1,~~616~~213			23,~~500~~821			34,~~360~~573			~~(409~~108	)		~~-25~~9	%		(~~860~~752	)		-2616	%
Total Cost of Revenues		2617,~~573~~364			2216,~~549~~068			3957,~~958~~322			4662,~~698~~766			41,~~024~~296			188	%		(65,~~740~~444	)		-149	%
Gross Profit		29,~~094~~666			109,~~713~~119			919,~~463~~129			2433,~~132~~251			~~(8,619~~547	)		~~-80~~6	%		(14,~~669~~122	)		-6142	%
Operating Expenses:
Compensation		1311,~~772~~528			1715,~~654~~159			2738,~~321~~849			3247,~~611~~770			(3,~~882~~631	)		-2224	%		(58,~~290~~921	)		-1619	%
General and administrative expenses		115,~~808~~455			87,~~003~~972			2026,~~680~~135			1523,~~810~~782			3(2,~~805~~517	)		48-32	%		42,~~870~~353			3110	%
Other operating expenses		64,~~939~~589			4,~~958~~739			1216,~~288~~877			1116,~~396~~135			~~1,981~~(150	)		40-3	%		~~892~~742			85	%
Change in fair value of consideration payable		1,784			747			2,463			2,447			1,037			139	%		16			1	%
Change in fair value of consideration payable and gain on settlement		(11,701	)		364			(9,238	)		2,811			(12,065	)		-3315	%		(12,049	)		-429	%
Total Operating Expenses		34,303			31,362			62,752			62,264			2,941			9	%		488			1	%
Impairment of goodwill		-			69,111			-			69,111			(69,111	)		-100	%		(69,111	)		-100	%
Loss From Operations		(32,209	)		(20,649	)		(53,289	)		(38,132	)		(11,560	)		56	%		(15,157	)		40	%
Total Operating Expenses		9,871			97,345			72,623			159,609			(87,474	)		-90	%		(86,986	)		-54	%
Loss From Operations		(205	)		(88,226	)		(53,494	)		(126,358	)		88,021			-100	%		72,864			-58	%
Other Income (Expense):
Interest income (expense)		7113			(462	)		1528			(~~473~~475	)		~~117~~15			-~~254~~750	%		~~488~~503			-~~103~~106	%
Change in fair value of derivative and other accrued liabilities		(9	)		(17	)		(7	)		(15	)		8			-47	%		8			-53	%
Gain on extinguishment of notes payable		-			36			-			36			(36	)		-100	%		(36	)		-100	%
Dividend and interest income		283			817			738			1,580			(534	)		-65	%		(842	)		-53	%
Change in fair value of derivative and other accrued liabilities		(1	)		4			(8	)		(11	)		(5	)		-125	%		3			-27	%
Total Other Income		345			754			746			1,092			(409	)		-54	%		(346	)		-32	%
Other income (expense)		2			(2	)		2			(2	)		4			-200	%		4			-200	%
Loss Before Income Taxes	$	(31,864	)	$	(19,895	)	$	(52,543	)	$	(37,040	)	$	(11,969	)		60	%	$	(15,503	)		42	%
Dividend and interest income		145			783			883			2,363			(638	)		-81	%		(1,480	)		-63	%
Provision for income taxes		(95	)		(164	)		(123	)		(192	)		69			-42	%		69			-36	%
Total Other Income, Net		159			819			905			1,911			(660	)		-81	%		(1,006	)		-53	%
Net Loss	$	(31,959	)	$	(20,059	)	$	(52,666	)	$	(37,232	)	$	(11,900	)		59	%	$	(15,434	)		41	%
Loss Before Income Taxes	$	(46	)	$	(87,407	)	$	(52,589	)	$	(124,447	)	$	87,361			-100	%	$	71,858			-58	%
Provision for income taxes		(40	)		18			(163	)		(174	)		(58	)		-322	%		11			-6	%
Net Loss	$	(86	)	$	(87,389	)	$	(52,752	)	$	(124,621	)	$	87,303			-100	%	$	71,869			-58	%

2630

Three Months Ended ~~June~~September 30, 2025 Compared With Three Months Ended ~~June~~September 30, 2024

Revenues

Total revenue for the three months ended ~~June~~September 30, 2025 ~~decreased~~increased by $41,~~595~~843, or 147%, to $2827,~~667~~030 compared to $3325,~~262~~187 during the three months ended ~~June~~September 30, 2024, primarily due to the increase in network fees and charging service revenues.

Revenue from product sales was $1413,~~508~~035 for the three months ended ~~June~~September 30, 2025 as compared to $2313,~~582~~448 during the three months ended ~~June~~ September 30, 2024, a decrease of $9413,~~074,~~ or 383%. This decrease was attributable to ~~decreased~~the ~~sales~~mix of ~~commercial~~products ~~chargers,~~and DCshipment ~~fast~~priorities ~~chargers~~by ~~and~~the ~~residential~~customers ~~chargers~~ when compared to the same period in 2024.

Charging service revenue from Company-owned charging stations was $7,~~691~~758 for the three months ended ~~June~~September 30, 2025 as compared to $45,~~936~~254 for ~~the~~ the three months ended ~~June~~September 30, 2024, an increase of $2,~~755~~504 or 5648%. The increase is due to the ~~increase in utilization of chargers and an~~ increased number of chargers on the Blink Networks.

Network ~~fee~~fees revenues were $2,~~954~~874 for the three months ended ~~June~~September 30, 2025 as compared to $12,~~907~~332 for the three months ended ~~June~~September 30, 2024, an increase of $1542,~~047,~~ or 5523%. The increase was attributable to increases in host owned units during the three months ended ~~June~~ September 30, 2025, as compared to the three months ended ~~June~~September 30, 2024.

Warranty revenues were $1,~~582~~486 for the three months ended ~~June~~September 30, 2025 as compared to $1,~~340~~405 for the three months ended ~~June~~September 30, 2024, an increase of $~~242~~81, or 186%. The increase was primarily attributable to an increase in warranty contracts sold for the three months ended September ~~June~~ 30, 2025 as compared to the three months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025, we recorded a liability of $~~553~~ 1,548 which represents the estimated cost of existing backlog of warranty cases.

Grant and rebate revenues were $32 during the three months ended June 30, 2025 as compared to $52 during the three months ended June 30, 2024, a decrease of $20, or 38%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation expense of the related assets over their useful lives. The decrease in revenue was primarily related to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the three months ended June 30, 2025 and 2024.

Car-sharing services revenues were $1,111 during the three months ended June 30, 2025 as compared to $1,202 during the three months ended June 30, 2024, a decrease of $91, or 8%. These revenues are derived from car-sharing subscription services that tend to fluctuate from time to time.

Other revenue increased by $546 or 225% to $789 for the three months ended June 30, 2025 as compared to $243 for the three months ended June 30, 2024. The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended June 30, 2025 compared to the same period in 2024. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.

Cost of Revenues

Cost of revenues primarily consists of the cost to manufacture or procure DC fast or L-2 chargers, charger installations, electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the three months ended ~~June~~September 30, 2025 were $2617,~~573~~364 as compared to $2216,~~549~~068 for the three months ended ~~June~~September 30, 2024, an increase of $41,~~024~~296 or 188%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

● Mix of products between DC fast chargers, and L-2 chargers; ● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements; ● revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers; ● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period; ● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue; ● provisions for excess and obsolete inventory; and ● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of product sales ~~increased~~decreased by $21,~~795~~135 or 2012%, from $149,~~241~~122 for the three months ended ~~June~~September 30, 2024 as compared to $177,~~036~~987 for the ~~three~~ three months ended ~~June~~September 30, 2025. The ~~increase~~decrease was primarily due the ~~adjustment for excess~~mix ~~and obsolete inventory~~ in ~~the amount~~business ~~of $6,427~~between ~~during~~ the ~~three~~DC ~~months~~fast ~~ended~~chargers ~~June 30, 2025 compared to the same period in 2024, the adjustment for excess~~ and ~~obsolete inventory was comprised of inventory write~~L-~~offs~~2 ~~of $4,571 and $1,856 related to the write-off of older, incomplete charger deployment proposals. Furthermore, the Company recorded a loss on disposal of non-performing~~ chargers ~~of $3~~,~~856~~ ~~during the three months ended June 30, 2025. Absent the impact of the provision for excess~~ and ~~obsolete inventory, the cost of product during the three~~ ~~months~~variability ~~ended June 30, 2025 would have been $10,609, a decrease of $3,632 as a result of the decrease~~ in ~~product~~installation ~~sales compared to the same period in 2024~~costs.

Cost of charging services (electricity reimbursements) increased by $~~567~~630, or ~~115~~87%, to $1,~~062~~354 for the three months ended ~~June~~September 30, 2025 as as compared to $~~495~~724 for the three months ended ~~June~~September 30, 2024. The increase in 2025 was attributable to the increased number and mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees increased by $~~993~~870, or 3029%, to $43,~~275~~852 during the three months ended ~~June~~September 30, 2025 as compared to $32,~~282~~982 during the three months ended ~~June~~September 30, 2024. This increase was a result of the increased number and mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements.

Network costs ~~decreased~~increased by $1450 or 29%, to $~~636~~627 during the three months ended ~~June~~September 30, 2025 as compared to $~~650~~577 during the three months ended ~~June~~ September 30, 2024.

2731

The costs remained relatively consistent for the three months ended ~~June~~September 30, 2025, despite the increase in revenue. The additions of ~~the~~ the new chargers do not drive proportionally the increase in network costs, and this performance is aligned with our long-term strategy to improve margins and move toward profitability as we grow network fees revenue.

Warranty and repairs and maintenance costs increased by $~~310~~490, or 32167%, to $~~1,291~~784 during the three months ended ~~June~~September 30, 2025 from $~~981 during~~294 during the three months ended ~~June~~September 30, 2024. The increase infor the three months ended ~~June~~September 30, 2025 is attributable to ~~higher rate of charger failures in~~ the ~~field~~outsourcing ~~and backlog~~ of ~~services issues related to~~ the ~~components.~~warranty ~~The~~repairs ~~Company is actively working with the suppliers~~ to ~~address~~ the ~~part~~3rd ~~quality~~parties, ~~concerns~~ and ~~implement~~alignment ~~corrective~~of ~~actions~~the torevenue ~~reduce~~with ~~future failure rates~~costs strategy.

~~Cost~~Depreciation ofand ~~car-sharing~~amortization ~~services~~expense ~~was~~increased by $108 or 9%, to $1,~~066~~321 ~~during~~for the three months ended ~~June~~September 30, 2025 as compared to $1,~~284~~213 ~~during~~for the three ~~2024~~months ~~period.~~ended ~~The~~September ~~decrease was~~30, ~~due~~2024. toThe aincrease ~~reduction~~ in ~~costs~~depreciation ~~related~~expense towas ~~vehicles~~attributable ~~used~~to inadditional ~~this~~operational ~~operation~~assets ~~during~~launch and ~~the~~their ~~period~~depreciation expense.

Depreciation and amortization expense decreased by $409 or 25%, to $1,207 for the three months ended June 30, 2025 as compared to $1,616 for the three months ended June 30, 2024. The decrease in depreciation expense was attributable to an increase in the grant revenue that is presented as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services.

Operating Expenses

Compensation expense decreased by $3,~~882~~631 or 2224%, to $1311,~~772~~528 (consisting of approximately $1311.01 million of cash compensation and benefits and approximately $0.84 million of non-cash compensation) for the three months ended ~~June~~September 30, 2025. Compensation expense was $1715,~~654~~159 (consisting of ~~approximately~~ approximately $1614.73 million of cash compensation and benefits and approximately $1.0.9 million of non-cash compensation) for the three months ended ~~June~~ September 30, 2024. The decrease in compensation expense for the three months ended ~~June~~September 30, 2025 compared to the same period in 2024 was primarily related to decreases in personnel and compensation inacross ~~executive,~~all ~~marketing,~~of ~~sales~~the ~~and operations~~ departments as a result of the BlinkForward initiative and the cost savings and synergies realized.

General and administrative expenses ~~increased~~decreased by $32,~~805~~517, or 4832%, to $115,~~808~~455 for the three months ended ~~June~~September 30, 2025 as compared to $87,~~003~~972 for the three months ended ~~June~~September 30, 2024. The ~~increase~~decrease was primarily attributable to the ~~difference~~favorable impact in the credit loss reserve reversal of $52,~~387~~990, ~~offset~~ ~~primarily~~as bya ~~the~~result ~~decrease~~of inimproved ~~professional~~working ~~services~~capital ofpractices $1during the three months ended September 30,~~569~~ as2025. It wewas ~~ceased~~also ~~certain~~offset ~~research~~primarily ~~and~~by ~~consulting~~the ~~activities~~higher inlegal ~~prior periods~~services expenses during the quarter.

Other operating expenses ~~increased~~decreased by $1150,~~981,~~ or 403%, to $64,~~939~~589 for the three months ended ~~June~~September 30, 2025 from $4,~~958~~739 for the three months ended ~~June~~September 30, 2024. ~~The increase was attributable to the assets impairment in the amount of $1,732, and $282 for the rent of the new US facilities.~~

The Company recorded a ~~loss~~gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of $111,~~784~~701 for the three months ended ~~June~~September 30, 2025 as compared to a loss of $~~747~~364 for the three months ended ~~June~~September 30, 2024 due to the change in the inputs to the probability-weighted discounted cash flow model, due to settlement of the consideration payable and full satisfaction of the liability.

During the three months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024 period. There was no impairment of goodwill during the 2025 period.

Other Income (Expense)

We recorded other income of $~~345~~159 during the three months ended ~~June~~September 30, 2025 as compared to other income of $~~754~~819 for the three months ~~ended~~ ~~June~~ended September 30, 2024. The decrease in other income was primarily related to a decrease in dividend and interest income of $~~534~~638 during the three months ended ~~June~~September 30, 2025 as compared to the three months ended ~~June~~September 30, 2024, and as a result of the depletion of the cash and cash equivalents invested in money market funds and other interest bearing programs.

Net Loss

Our net loss for the three months ended ~~June~~September 30, 2025 ~~increased~~decreased by $1187,~~900~~303, or 59100%, to $~~31,959~~86 as compared to $2087,~~059~~389 for the three ~~months~~ months ended ~~June~~September 30, 2024. The ~~increase~~decrease was primarily attributable to anthe ~~increase~~decrease in operating expenses, ~~partially~~primarily ~~offset~~the reduction byin aimpairment ~~decrease~~of ~~in gross~~goodwill ~~profit,~~ and athe ~~decline~~gain on change in ~~revenues~~fair value of consideration payable related to the Envoy acquisition.

Total Comprehensive Income (Loss)

Our total comprehensive ~~loss~~income for the three months ended ~~June~~September 30, 2025 was $326,~~638~~707 whereas our total comprehensive loss for the three months ended ~~June~~September 30, 2024 was ($2084,~~459~~790).

2832

~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared With ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Revenues

Total revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $2119,~~409~~566, or 3020%, to $4976,~~421~~451 compared to $7096,~~830~~017 during the ~~six~~nine months ended ~~June~~September 30, 2024.

Revenue from product sales was $2235,~~889~~924 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $5164,~~090~~538 during the ~~six~~nine months ended ~~June~~ September 30, 2024, a decrease of $28,~~201~~614, or 5544%. This decrease was attributable to decreased sales of commercial chargers, DC fast chargers and ~~residential~~ residential chargers when compared to the same period in 2024.

Charging service revenue from Company-owned charging stations was $1422,~~471~~229 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $915,~~963~~ 217 for the ~~six~~ nine months ended ~~June~~September 30, 2024, an increase of $47,~~508~~012, or 4546%. The increase is due to the increase in ~~utilization of chargers and an increased~~ number of chargers on the Blink Networks.

Network fee revenues were $58,~~580~~454 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $36,~~972~~304 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of $12,~~608~~150, or 4034%. The increase was attributable to increases in host owned units during the ~~six~~nine months ended ~~June~~ September 30, 2025, as compared to the ~~six~~nine months ended ~~June~~September 30, 2024.

Warranty revenues were $24,~~537~~023 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $23,~~293~~698 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of $~~244~~325, or 119%. The increase was primarily attributable to an increase in warranty contracts sold for the ~~six~~nine months ended September ~~June~~ 30, 2025 as compared to the ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025, we recorded a liability of $~~553~~ 1,548 which represents the estimated cost of existing backlog of warranty cases.

Grant and rebate revenues were $192 during the six months ended June 30, 2025 as compared to $635 during the six months ended June 30, 2024, a decrease of $443, or 70%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation expense of the related assets over their useful lives. The decrease in revenue was primarily related to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the six months ended June 30, 2025 and 2024.

Car-sharing services revenues were $2,286 during the six months ended June 30, 2025 as compared to $2,299 during the six months ended June 30, 2024, a decrease of $13, or 1%. These revenues are derived from car-sharing subscription services.

Other revenue increased by $888 or 154% to $1,466 for the six months ended June 30, 2025 as compared to $578 for the six months ended June 30, 2024. The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months ended June 30, 2025 compared to the same period in 2024. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.

Cost of Revenues

Cost of revenues primarily consists of the cost to manufacture or procure DC fast or L-2 chargers, charger installations, electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the ~~six~~nine months ended ~~June~~September 30, 2025 were $3957,~~958~~322 as compared to $4662,~~698~~766 for the ~~six~~ nine months ended ~~June~~September 30, 2024, a decrease of $65,~~740~~444 or 149%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

Cost of product sales decreased by $89,~~259~~394, or 2724%, from $3039,~~843~~965 for the ~~six~~nine months ended ~~June~~September 30, 2024 as compared to $2230,~~584~~571 for the ~~six~~ nine months ended ~~June~~September 30, 2025. The decrease was primarily due to the decrease in product sales, and ~~coupled~~the ~~with~~mix in business between the DC fast chargers and L-2 chargers, and variability in installation costs, partially offset by the increase for the adjustment for excess and obsolete inventory in the amount of $6,~~427~~ 768 during the ~~six~~nine months ended ~~June~~September 30, 2025, the adjustment for excess and obsolete inventory was comprised of inventory write-offs of $4,571 and $12,~~856~~ 197 related to the write-off of older, incomplete proposed charger deployments. Furthermore, the Company recorded a loss on disposal of non-performing chargers of $4,~~030~~ 131 during the ~~six~~nine months ended ~~June~~September 30, 2025. Absent the impact of the adjustments for excess ~~Compared~~and toobsolete inventory and the ~~same~~write-off ~~period~~of inolder, ~~2024~~incomplete charger deployment proposals, the total cost of product sales was $1623,~~157~~ 803 for the ~~six~~nine months ended ~~June~~September 30, 2025. This represents a decrease of $1416,~~686~~162, or 4840% compared to the same period in 2024~~, absent the impact of the adjustment for excess and obsolete inventory~~.

Cost of charging services (electricity reimbursements) increased by $~~766~~1,396, or 6473%, to $13,~~966~~320 for the ~~six~~nine months ended ~~June~~September 30, 2025 as as compared to $1,~~200~~924 for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase in 2025 was attributable to the increased number and mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees increased by $1,603, or 25%, to $7,927 during the six months ended June 30, 2025 as compared to $6,324 during the six months ended June 30, 2024. This increase was a result of the increased number and mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements.33

~~Network~~Host ~~costs~~provider ~~decreased~~fees increased by $~~140~~2,473, or 1127%, to $111,~~099~~779 during the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $19,~~239~~306 during the nine ~~six~~ months ended ~~June~~September 30, 2024. ~~The~~This ~~decrease~~increase was a result of the ~~change~~increased tonumber ~~the~~and ~~more~~mix ~~cost-effective~~of ~~provider~~chargers ofgenerating ~~the~~revenue ~~network~~and ~~facility~~their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements.

~~Warranty~~Network ~~and repairs and maintenance~~ costs ~~increased~~decreased by $~~545,~~90 or 345%, to $21,~~131~~726 during the ~~six~~nine months ended ~~June~~September 30, 2025 ~~from~~as compared to $1,~~586~~816 during the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~increase~~decrease ~~in 2025~~ was ~~attributable~~a toresult ~~significant~~of ~~efforts~~the ~~expended~~change to ~~reduce~~ the ~~backlog~~more incost-effective ~~warranty and~~provider ~~repairs~~of ~~and maintenance cases in~~ the ~~field~~network facility.

29Warranty and repairs and maintenance costs increased by $1,035, or 55%, to $2,915 during the nine months ended September 30, 2025 from $1,880 during the nine months ended September 30, 2024. The increase in 2025 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases in the field, and also in a strategic move to outsource the warranty and repairs services.

~~Cost~~Depreciation ofand ~~car-sharing~~amortization ~~services~~expense ~~was~~decreased by $1752,~~751~~ ~~during~~or 16%, to $3,821 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $24,~~146~~573 ~~during~~ for the ~~2024~~nine ~~period~~months ended September 30, 2024. The decrease in depreciation expense was ~~due~~attributable to aan ~~reduction~~increase in ~~costs~~the ~~related~~grant revenue that is presented as an offset to ~~vehicles~~the ~~used~~depreciation expense, and the decrease in ~~this~~the ~~operation~~number ~~during~~of vehicles associated with the ~~period~~ride-share services.

Depreciation and amortization expense decreased by $860, or 26%, to $2,500 for the six months ended June 30, 2025 as compared to $3,360 for the six months ended June 30, 2024. The decrease in depreciation expense was attributable to an increase in the grant revenue that is presented as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services.

Operating Expenses

Compensation expense decreased by $58,~~290~~921, or 1619%, to $2738,~~321~~849 (consisting of approximately $2536.59 million of cash compensation and benefits and approximately $12.80 million of non-cash compensation) for the ~~six~~ nine months ended ~~June~~September 30, 2025. Compensation expense was $3247,~~611~~770 (consisting of approximately $3044.~~6.0~~8 million of cash compensation and benefits and approximately $23.0 million of non-cash compensation) for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease in compensation expense for the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025 compared to the same period in ~~2023~~2024 was primarily related to decreases in personnel and compensation inacross ~~executive,~~all ~~marketing,~~of ~~sales~~the ~~and operations~~ departments as a result of the BlinkForward initiative and the cost savings and synergies realized.

General and administrative expenses increased by $42,~~870~~353, or 3110%, to $2026,~~680~~135 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $1523,~~810 for~~782 for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily attributable to the difference in the credit loss reserve of $63,~~219~~367, offset primarily by decreases in ~~legal~~various ~~expenses~~professional ofservices ~~$912~~expenses ~~and marketing expenditure~~ of $~~325~~1,247.

Other ~~operating~~ operating expenses increased by $~~893~~742, or 85%, to $1216,~~289~~877 for the ~~six~~nine months ended ~~June~~September 30, 2025 from $1116,~~396~~135 for the ~~six~~ nine months ended ~~June~~September 30, 2024. The increase was primarily attributable to the assets impairment in the amount of $1,~~732~~620, offset by the decrease in $~~731~~ 672 attributable to ~~website~~software development and professional services infrastructure projects, and other various ~~employee-related~~ consulting engagement expenditures.

The Company recorded a ~~loss~~gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of $29,~~463~~238 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $2,~~447~~811 for the ~~six~~nine months ended ~~June~~September 30, 2024 due to the change in the inputs to the probability-weighted discounted cash flow model.

During the nine months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024 period. There was no impairment of goodwill during the 2025 period.

Other Income (Expense)

We recorded other income of $~~746~~905 during the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $1,~~092~~911 for the ~~six~~nine months ended ~~June~~ September 30, 2024. The decrease in other income was primarily related to a decrease of $~~842~~1,480 in dividend and interest income, partially offset by a change in interest income of $~~488~~503, and as a result of the depletion of the cash and cash equivalents invested in money market funds and other interest bearing programs.

Net Loss

Our net loss for the ~~six~~nine months ended ~~June~~September 30, 2025 ~~increased~~decreased by $1571,~~434~~869 or 4158%, to $52,~~666~~ 752 as compared to $37124,~~232~~621 for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~increase~~decrease was primarily due to the ~~decline~~reduction in ~~revenues~~operating expenses, gain on change in fair value of consideration payable related to the Envoy acquisition and ~~gross~~the ~~profits~~reduction in goodwill impairment as compared to the nine months ended September 30, 2024.

Total Comprehensive Income (Loss)

Our total comprehensive loss for the ~~six~~nine months ended ~~June~~September 30, 2025 was $5043,~~594~~887 whereas our total comprehensive loss for the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2024 was $38123,~~869~~659.

3034

Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
	~~(Unaudited)~~	(Unaudited)
Cash and Cash Equivalents	$	2523,~~318~~110	$	41,774
Marketable Securities	$	-	$	13,630
Working Capital	$	4036,~~491~~752	$	81,908
Notes Payable	$	265	$	265
Note Payable- Related Party	$	114	$	-

During the ~~six~~nine months ended ~~June~~September 30, 2025, we financed our activities from proceeds derived from equity financings occurring in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees.

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, we used cash of $2831,~~524~~540 and $2534,~~735~~830, respectively, in operations. Our cash use for the ~~six~~ nine months ended ~~June~~September 30, 2025 was primarily attributable to our net loss of $52,~~666~~752 adjusted for net non-cash expenses in the aggregate amount of $2919,~~629~~552, partially offset by $51,~~487~~660 of net cash provided by changes in the levels of operating assets and liabilities. ~~Our~~ Our cash use for the ~~six~~nine months ended ~~June~~September 30, 2024, was primarily attributable to our net loss of $37124,~~232~~621, adjusted for net non-cash ~~expenses~~ expenses in the aggregate amount of $1589,~~163~~612, partially offset by $~~3,666~~179 of net cash provided by changes in the levels of operating assets ~~and~~ and liabilities.

During the ~~six~~nine months ended ~~June~~September 30, 2025, net cash provided by investing activities was $1011,~~106~~168 of which $13,~~630~~360 was provided by the sale of marketable securities and $223 was provided by the sale of an equity method investment, $1,952 was provided by proceeds from government grants, offset by $207 was used as cash consideration for Zemetric (net of cash acquired), $205 of capitalized engineering costs and $34,~~542~~225 of which was used to purchase charging stations and other fixed assets. During the ~~six~~nine months ended September ~~June~~ 30, 2024, net cash used in investing activities was $3,~~873,~~946 of which $89,~~584~~577 was used to purchase charging stations and other fixed assets, ~~offset~~and by $~~155~~ 161 related to the capitalization of ~~capitalized~~certain engineering costs, $~~634~~958 was used in the purchase of marketable securities, offset by ~~$5,500~~proceeds ~~provided~~from bysales ~~the sale~~ of marketable securities of $6,750.

During the ~~six~~nine months ended ~~June~~September 30, 2025, cash provided by financing activities was $~~874~~865, of which, $1726 was used to pay down our liability in connection with a finance lease and offset by $891 provided by offering proceeds related to the sale of common stock. During the ~~six~~nine months ended ~~June~~September 30, 2024, cash used in financing activities was $13,~~472~~731, of which, $37,881 was used to ~~pay~~repay ~~down~~ notes payable, ~~$375~~ $582 was used to pay down our liability in connection with a finance lease and $~~286~~338 was used to pay down our liability in connection ~~with~~ with internal use software, partially offset by $25,070 provided by offering proceeds related to the sale of common stock.

As of ~~June~~September 30, 2025, we had cash and cash equivalents, working capital and an accumulated deficit of $2523,~~318~~110, $4036,~~491~~752 and $788,~~521~~607, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we had a net loss of $~~31,959~~86 and $52,~~666~~752, respectively.

Historically, the Company has been able to raise funds to support its business operations. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company ~~sold~~ sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $909, less issuance costs of $18 which were recorded as a reduction to additional paid-in capital. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future.

Contractual Obligations and Commitments

We have operating and finance lease obligations over the next five years of approximately $97,~~301~~637. These operating lease and financing lease obligations are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services.

Critical Accounting Estimates

The preparation of financial statements and related disclosures are in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has identified certain critical accounting estimates which are outlined below. In addition, there are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

Our accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our financial statements included elsewhere in this quarterly report. For a comprehensive list of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024 except as described below.

Current Expected Credit Losses

Accounts receivable has been reduced by an allowance that reflects the current expected credit losses associated with the receivables. This estimated allowance is based on historical write-offs, current macroeconomic conditions, reasonable and supportable forecasts of future economic conditions and management’s evaluation of the financial condition of the customer. The Company generally considers an account past due or delinquent when a student or customer misses a scheduled payment. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses following the passage of a certain period of time. Management believes that the allowances are appropriate to cover anticipated losses under current conditions. However, due to the amount and timing of aged receivables, monitoring of specific customers, and collection efforts by the Company, unexpected changes in the aforementioned or deterioration in economic conditions could have a material impact on Company’s results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the euro, causing both our revenue and our operating results to be impacted by fluctuations in the exchange rates. Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign currency loss on foreign-denominated balances, as of ~~June~~September 30, 2025. As our foreign operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial instruments to hedge our foreign currency exchange risk.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2025, being the end of the period covered by this Quarterly Report, our management conducted an evaluation, under the ~~supervision~~ supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure ~~controls~~ controls and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of ~~June~~September 30, 2025, our disclosure ~~controls~~ controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2024, under the heading “Management’s Annual Report on Internal Control Over Financial Reporting”.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~June~~September 30, 2025, management continued to commit resources to the remediation of the material weaknesses reported in the Company’s Form 10-K for the fiscal year ended December 31, 2024. Furthermore, management continued to augment its resources ~~for~~ for remediating the identified deficiencies in information technology general controls and in other internal controls over financial reporting.

Except for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3236

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

For a description of our legal proceedings, see Note 810 – Commitments and Contingencies – Litigation, Disputes, and Settlements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

The Farkas Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO, Michael D. Farkas, filed a demand for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement between the parties. The Company filed an answer denying the claim and counterclaimed against FGI, Mr. Farkas, and one of his companies, NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in violation of non-compete agreements. NEXT later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT. The Florida Court denied NEXT’s petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025,. ~~and~~In ~~post-hearing~~October 2025, ~~submissions~~the ~~are~~Arbitrator ~~currently~~issued ~~due~~an ininterim ~~September~~award ~~2025~~which requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding the Commission Agreement. The ~~outcome~~Company ofanticipates ~~this~~that ~~matter~~the ~~cannot~~accounting bewill ~~determined~~result atin ~~this~~a final ~~time~~award of less than $100,000 ~~but~~with itan isongoing ~~not currently~~obligation to pay a de minimis monthly amount that is expected to ~~have~~decline ato ~~material~~zero ~~adverse~~over ~~impact~~time. onThe ~~our~~Arbitrator ~~business~~denied the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’ fees to either party.

In July 2023, the Company received a subpoena from the SEC requesting the production of documentation and other information since January 1, 2020, relating to various subjects, including discrete disclosure matters. On January 15, 2025, the Company received a termination letter from the Staff of the SEC that concluded the investigation without recommending an enforcement action against Blink Charging with the proviso that the Staff could re-open the investigation.

ITEM 1A.

RISK FACTORS.

In addition to the information set forth under Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic reports, the information set forth at the beginning of Management’s Discussion and Analysis entitled “Special Note Regarding Forward-Looking Information,” and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

We have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability our financial condition could suffer, and we have concluded that substantial doubt exits about our ability to continue as a going concern.

We have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred net losses of ~~approximately~~ $3286 ~~million~~ for the quarter ended ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, we had net working capital of ~~approximately~~ $4036,752 ~~million~~ and an accumulated deficit of ~~approximately~~ $788,607. ~~million~~Our total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. We have not yet achieved profitability.

If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability, and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. We may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations in the future. Such additional funding may not be available on commercially reasonable terms, or at all.

~~ITEM~~In addition, the United States federal government 2is currently experiencing a shutdown. ~~Unregistered~~A ~~Sales~~prolonged ofgovernment ~~Equity~~shutdown ~~Securities~~could have a negative impact on our business. Such a shutdown could disrupt our supply chain, ~~Use~~delay ofrequired ~~Proceeds~~government approvals, restrict our ability to access capital markets and ~~Issuer~~negatively ~~Purchases~~impact consumer and investor confidence, all of ~~Equity~~which ~~Securities~~could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS

		Incorporated by Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Number	Exhibit Description
2.1*	Amendment No. 2 to Agreement and Plan of Merger, dated as of April 4, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent.	8-K	2.1	04/09/2025
2.1	Amendment No. 4 to Agreement and Plan of Merger, dated as of August 4, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent.	8-K	2.1	08/06/2025
2.2	Amendment No. 3 to Agreement and Plan of Merger, dated as of May 16, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent.	8-K	2.1	05/21/2025
4.1	Warrant Agreement, dated as of August 19, 2025, by and between Blink Charging Co. and the former equityholders of Envoy Technologies, Inc., through their agent, Fortis Advisors LLC.	8-K	4.1	08/29/2025
3.1	Articles of Incorporation, as amended most recently on August 17, 2017	10-K	3.1	04/17/2018
3.2	Bylaws, as amended most recently on January 29, 2018	10-K	3.2	04/17/2018
3.4	Certificate of Withdrawal for Series A Convertible Preferred Stock	8-K	3.1	04/07/2022
3.5	Certificate of Withdrawal for Series B Preferred Stock	8-K	3.2	04/07/2022
3.6	Certificate of Withdrawal for Series C Convertible Preferred Stock	8-K	3.3	04/07/2022
3.7	Certificate of Withdrawal for Series D Convertible Preferred Stock	8-K	3.4	04/07/2022
10.1	General Counsel & EVP of M&A Employment Agreement, dated April 25, 2025, between Blink Charging Co. and Aviv Hillo.	8-K	10.1	04/29/2025
10.2	Executive Employment Agreement, dated May 29, 2025, between Blink Charging Co. and Michael Bercovich.	8-K	10.1	06/04/2025
10.3	Amendment, dated as of June 2, 2025, between Blink Charging Co. and Michael Bercovich.	8-K	10.2	06/04/2025
31.1	Rule 13a-14(a) or 15d-14(a) Certification of Principal Executive Officer				X
31.2	Rule 13a-14(a) or 15d-14(a) Certification of Principal Financial Officer				X
32.1***	Section 1350 Certification of Principal Executive Officer				X
32.1*	Section 1350 Certification of Principal Executive Officer				X
32.2***	Section 1350 Certification of Principal Financial Officer				X
32.2*	Section 1350 Certification of Principal Financial Officer				X
101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2024 (unaudited) and December 31, 2024; (ii) Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended ~~June~~September 30, 2025, 2024 and ~~Six~~Nine Months Ended ~~June~~September 30, 2025, 2024; (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended ~~June~~September 30, 2025, 2024 and ~~Six~~Nine Months Ended ~~June~~September 30, 2025, 2024; (iv) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended ~~June~~September 30, 2025; (v) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended ~~June~~September 30, 2024; (vi) Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024; and (vii) Notes to Unaudited Condensed Consolidated Financial Statements.				X
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).				X

	*	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
	**
	***	In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

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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.

Date: August 18, 2025	BLINK CHARGING CO.
Date: November 7, 2025	BLINK CHARGING CO.
	By:	/s/ Michael Battaglia
		Michael Battaglia
		President and Chief Executive Officer (Principal Executive Officer)

Date: August 18, 2025	By:	/s/ Michael Bercovich
Date: November 7, 2025	By:	/s/ Michael Bercovich
		Michael Bercovich
		Chief Financial Officer (Principal Financial and Accounting Officer)

3539

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