Filed 2026-03-31 · Period ending 2025-12-31 · 75,672 words · SEC EDGAR
← BLNK Profile · BLNK JSON API
# Blink Charging Co. (BLNK) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014238 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1429764/000149315226014238/) **Origin leaf:** f9a9b4d6f92a6da622caa026e13ca18e0ac4f540519f9ab921a003af2fabd4ed **Words:** 75,672 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **FORM 10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended December 31, 2025** **OR** **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.) | | | | | | | | 17301 Melford Blvd | | | | | Bowie, Maryland | | 20715 | | | (Address of principal executive offices) | | (Zip Code) | | Registrants telephone number, including area code: **(305) 521-0200** 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 | | Securities registered pursuant to Section 12(g) of the Act: **None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 the check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No State the aggregate market value of the voting and non-voting common equity held by non-affiliates (101,542,192 shares) computed by reference to the price at which the common equity was last sold $0.94 as of the last business day of the registrants most recently completed second fiscal quarter (June 30, 2025): $95,449,660 As of March 27, 2026, there were 143,144,719 shares of the registrants common stock outstanding. **Documents Incorporated by Reference** **** Portions of the registrants Definitive Proxy Statement to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 with respect to the 2026 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K. **** | | | **** **BLINK CHARGING CO.** **TABLE OF CONTENTS** | | | Page | | | | PART I | | | | | | | | | ITEM 1. | BUSINESS. | 3 | | | ITEM 1A. | RISK FACTORS. | 13 | | | ITEM 1B. | UNRESOLVED STAFF COMMENTS. | 26 | | | ITEM 1C. | CYBERSECURITY. | 27 | | | ITEM 2. | PROPERTIES. | 27 | | | ITEM 3. | LEGAL PROCEEDINGS. | 28 | | | ITEM 4. | MINE SAFETY DISCLOSURES. | 28 | | | | | | | | | PART II | | | | | | | | | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. | 29 | | | ITEM 6. | [RESERVED] | 30 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | 31 | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 40 | | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | 40 | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | 40 | | | ITEM 9A. | CONTROLS AND PROCEDURES. | 41 | | | ITEM 9B. | OTHER INFORMATION. | 42 | | | ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. | 42 | | | | | | | | | PART III | | | | | | | | | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. | 43 | | | ITEM 11. | EXECUTIVE COMPENSATION. | 43 | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 43 | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | 43 | | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. | 43 | | | | | | | | | PART IV | | | | | | | | | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | 44 | | | ITEM 16. | FORM 10-K SUMMARY | 44 | | | SIGNATURES | 45 | | **** | 1 | | **FORWARD-LOOKING AND CAUTIONARY STATEMENTS** This Annual Report on Form 10-K (this Annual Report) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve substantial risks and uncertainties. Forward-looking statements present our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and potential acquisitions, anticipated trends in our market, and our anticipated needs for working capital. They are generally identifiable by the use of the words may, will, should, anticipate, estimate, plans, potential, projects, continuing, ongoing, expects, management believes, we believe, we intend, could, aim, or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements include, without limitation, the following statements: | | | the EV charger industry in general is undercapitalized to satisfy the full future potential of the EV market; | | | | | we expect to retain our leadership position with new capital; | | | | | we do not anticipate paying any cash dividends on our common stock; | | | | | we anticipate continuing to expand our revenues by selling our next generation of EV charging equipment, expanding Blink owned and operated charging equipment, expanding our sales channels, and implementing EV charging station occupancy fees (fees for remaining connected to the charging station beyond an allotted grace period after charging is completed), implementing subscription plans for our Blink-owned public charging locations, and advertising fees; | | | | | we are unique in our ability to offer various business models to Property Partners (as defined herein) and leverage our technology to meet the needs of both Property Partners and EV drivers; and selling hardware to special purpose vehicles (SPVs) and operating those under long-term contracts for fees, and other emerging revenue streams. | | Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to: | | | changes in the market acceptance of our products and services; | | | | | geopolitical crises, outbreak of hostilities, and acts of war involving Russia and Ukraine and the Middle East, the actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions; | | | | | increased levels of competition; | | | | | changes in political, economic, or regulatory conditions generally and in the markets in which we operate; | | | | | our relationships with key customers; | | | | | impact of trade tariffs; | | | | | adverse conditions in the industries in which our customers operate; | | | | | our ability to retain and attract senior management and other key employees; | | | | | our ability to respond to new technological developments quickly and effectively; | | | | | our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others, and prevent others from infringing on our proprietary rights; and | | | | | other risks, including those described in the Risk Factors section of this Annual Report. | | We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. We cannot predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this Annual Report are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made. Certain market data and other statistical information in this Annual Report are based on information from independent industry organizations and other third-party sources, including industry publications, surveys, and forecasts. Some market data and statistical information contained in this Annual Report are also based on managements estimates and calculations derived from our review and interpretation of the independent sources listed above, our internal research, and our knowledge of the EV industry. While we believe such information is reliable, we have not independently verified any third-party information, and our internal data has not been verified by any independent source. From time to time, forward-looking statements are also included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website, and in other materials released to the public. Any or all of the forward-looking statements included in this Annual Report and any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report. Except to the extent required by U.S. federal securities law, we undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. For a discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see Item 1A Risk Factors below. In this Annual Report, unless otherwise indicated or the context otherwise requires, the Company, Blink, Blink Charging, we, us or our refer to Blink Charging Co., a Nevada corporation, and its consolidated subsidiaries. The mark Blink is our registered trademark in the United States and, regarding the name of Ecotality, Inc. (whose assets we acquired in October 2013), in Australia, China, Hong Kong, Indonesia, Japan, South Korea, Malaysia, Mexico, New Zealand, Philippines, South Africa, Singapore, Switzerland, Taiwan, and is a trademark registered in the European Union under the Madrid Protocol. We have registered other trademarks and use certain trademarks, trade names, and logos that have not been registered. We claim common law rights to these unregistered trademarks, trade names, and logos. | 2 | | **** **PART I** | ITEM 1. | BUSINESS. | | **Overview** Blink Charging Co., through its consolidated subsidiaries, is a leading owner, operator, and provider of electric vehicle (EV) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers EV charging equipment and services, enabling EV drivers to recharge at variouslocations. Blinks principal line of products and services is its Blink EV charging networks (the Blink Network) and Blink EV charging equipment and other EV-related services. The Blink Network 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 Network provides fleets, property owners, managers, parking companies, and state and municipal entities (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 Network also provides EV drivers with vital station information, including station location, availability, and fees (as applicable). To capture more revenues derived from providing EV charging equipment and to help differentiate Blink in the EV infrastructure market, Blink offers 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 Network. In this model, which favors recurring and repeat 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 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 Network. In this model, since the Property Partner incurs the installation costs, we share more 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 Network, 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 car-sharing programs through our wholly owned subsidiary, Envoy Mobility (formerly Blink Mobility). These programs allow customers to share electric vehicles through subscription and on-demand services. With the goal of being a leader in the build-out of EV charging infrastructure and maximizing our share of the EV charging market, we have established strategic commercial, municipal, and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including shopping centers, airports, auto dealers, healthcare/medical, hotels, mixed-use facilities, municipal sites, multifamily residential, and condos, parks and recreation areas, parking lots, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. In May 2025, we announced the BlinkForward Initiative, a strategic restructuring plan, aimed at accelerating the Companys path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce from 513 to approximately 320 as of the filing of this Annual Report, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for our EV hardware, to reduce overhead expenses and focus on our intellectual property and customer experience efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. Additionally, we focused on expansion of our DC Fast Charging (DCFC) network through deployment of high-speed chargers in strategic, high-utilization locations. As a part of this focus, we launched a capital raise process and completed a $20 million funding round via the public markets in December 2025. | 3 | | In July 2025, Blink acquired Zemetric Inc and its subsidiaries (Zemetric) which filled identified gaps in our product line related to software-driven fleet management and energy management services, and a lower-cost Level 2 charger hardware lineup. Following the transaction, Harmeet Singh, Zemetrics CEO, became Blinks new Chief Technology Officer. As of December 31, 2025, there were approximately 66,350 chargers connected to the Blink Network. Of those, approximately 58,850 were Level 2 commercial chargers and approximately 1,920 DCFC were commercial chargers, Included on Blink Network is approximately 8,250 chargers owned by us. Another estimated 23,450 units were non-networked, on other networks, international sales, or deployments, which includes public and private chargers, 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 U.S. Department of Energy guidelines. As an EV charging station leader, we understand our corporate social responsibility and remain steadfast in our commitment to fostering a cleaner, improved global environment. By prioritizing our environmental, social, and governance initiatives, we consistently enhance our standing within the EV industry as a responsible and value-enhancing service provider within the ecosystem. Upholding sustainable procurement, we are actively aligning with partners who share our vision for societal advancement and uphold ethical business standards. As our technology advances, we are devoted to implementing recycling programs aimed at repurposing older products. **Industry Overview** Electric vehicle adoption continued to expand globally during 2025. According to the Wedbush AutoTech Market Monitor (Q4 2025), approximately 25% of new vehicles sold globally in 2025 were electric, reflecting continued penetration across major automotive markets. Public fast charging infrastructure expanded materially during 2025. Paren, a specialized EV-charging data analytics platform that monitors approximately 95% of all U.S. DC fast-charging infrastructure in real time, reported in The Paren State of the U.S. Fast Charging Industry Report for Full Year 2025 that 18,041 new DC fast charging ports were added in the United States, representing approximately 30% year-over-year growth. Deployment activity accelerated throughout the year, with 5,769 ports added in the fourth quarter, the highest quarterly total on record. As of year-end 2025, the U.S. had 70,007 public DC fast charging ports. The majority of new deployments were funded by private network operators, with NEVI-funded infrastructure representing approximately 3% of new ports added during 2025. Average nationwide utilization remained stable, with utilization averaging 16.4% in the fourth quarter of 2025, indicating that additional capacity was absorbed without a material decline in utilization. There is wide variation among states, and utilization remained highest in dense metropolitan areas and along major travel corridors. McKinsey, a global consultancy, estimated in its DC fast charging industry report at the end of 2023 (Can Public EV Fast-Charging Stations Be Profitable in the United States?) that around 20% utilization is required for DC early economic viability and 25% - 30% utilization represents attractive economics. Network reliability improved during 2025. Paren reported that most U.S. states recorded average reliability levels in the low 90% range, reflecting improvements in hardware performance and maintenance practices. Reliability gains were supported by replacement of legacy equipment and the deployment of newly installed ports with higher baseline performance. Charging technology continued to advance. New public fast charging deployments increasingly shifted toward higher-power equipment. Paren reported that the share of newly deployed 250 kW and higher power ports increased throughout 2025, reaching 51% of new non-Tesla deployments in the fourth quarter, while lower-power ports represented a declining share of new installations. Public fast charging prices remained relatively stable during 2025. Paren reported that average prices across most U.S. states ranged between $0.45 and $0.53 per kilowatt-hour. Fixed per-kilowatt-hour pricing remained the predominant pricing model, accounting for approximately 80% of pricing structures nationwide. While pricing varied by metropolitan area, particularly in higher-utilization markets, overall pricing levels remained stable during the year. Overall, industry data indicate that the electric vehicle charging sector continued to scale during 2025, characterized by increased infrastructure deployment, rising charging demand, improving reliability, higher-power charging capabilities, and stable pricing. **** | 4 | | **** **Our EV Charging Solutions** 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 EVs in Europe, | | | Our commercial Level 2 chargers consist of the EQ (Europe & the UK), and the Series 7, 8, and 10 families (North America), which are available in pedestal, wall mount, and pole mount configurations. As a result of the Zemetric acquisition by Blink, we now have a next generation, intelligent and flexible Level 2 charger, the Shasta, that was built with ISO 15118 readiness (enabling Plug & Charge functionality) and high interoperability, allowing it to work seamlessly across different network standards. The Series 7, 8, and 10 families and the Shasta chargers offer an optional cable management system. Our chargers can all connect to the Blink Network for a wide range of software solutions. Level 2 charging stations typically provide a full charge in fiveto tenhours. Level 2 chargers are ideally suited for low-cost installations and are frequently used in parking locations, such as workplaces, multifamily residential, retail, hospitality, and mixed-use, parking garages, such as those operated by municipalities, universities/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 CCS2 connectors and include the EQ 200 and other third-party hardware sourced based on the Companys specific requirements. | | | | DCFC.We offer a complete line of DCFC equipment that ranges from 30kW to 600kW, supporting the NACS,CCS1, and CHAdeMo connectors, and typically can 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 fordense metropolitan areas and locations between long distance travel destinations.These include our 30kW-360kW All-In One DC Fast Chargers, and Distributed Cabinet and Dispenser DC Fast Chargers up to 600kW. | | ** | | Blink Network. The Blink Network is a cloud-based software platform that manages our network of EV chargers around the world for remote monitoring, management, pricing, payment processing, customer support,load management, roaming,data reporting, and other features. | | | | Blink Charging Mobile App.We offer Blink Charging Mobile Apps (iOS and Android) that provide convenience for EV drivers by allowing them to search for nearby chargers and amenities. The app also includes charger information like speed and availability and incorporates payment functionality, eliminating the need for a credit card. | | | | Energy Management Systems. We offer Energy Management Systems (EMS) to fleets to optimize their energy costs. Our EMS solution can be integrated into existing charger and fleet management solutions, which allows Blink to be a flexible and value-added solution within existing software stacks. | | | 5 | | **** **Competitive Advantages/Operational Strengths** **Long-Term Contracts with Property Owners.** We have strategic and often long-term agreements that include location exclusivity with Property Partners across numerous transit/destination locations, including airports, car dealers, healthcare/medical, hotels, mixed-use facilities, municipal locations, multifamily residential, and condo, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. Property Partners include well-recognized companies, large municipalities, government entities and local businesses. We continue to generate new contracts with Property Partners that previously secured our services independently or had contracts with the EV service providers that we acquired in the past. **Vertically integrated platform and IP, with outsourced manufacturing.**We are a vertically integrated charging equipment and software provider from design through network operations, and we leverage contract manufacturing partners for hardware production. This model allows us to control product roadmap, software, and customer experience, while reducing fixed overhead and focusing on our intellectual property and operational uptime. **** **Differentiated but Flexible Business Models.**We own, operate and supply proprietary electric vehicle charging equipment and networked EV charging services. We believe that our ability to provide various business models, and to leverage our proprietary technology to meet both Property Partners and EV drivers needs, is creating a competitive advantage for Blink, which will enhance access to long-term growth opportunities at profitable margins, in the markets where we operate. **Ownership and Control of EV Charging Stations and Services.**We own and operate a considerable percentage of our charging stations, which is a significant differentiation between us and some of our primary competitors. This owner-operator model allows us to control the settings and pricing for our EV charging services, service the equipment as necessary, and have more effective brand management and price uniformity. For stations that we do not own, we are making our best efforts to encourage owners to keep the stations operating in good order and, in some cases, to replace faulty stations with our new charging station equipment. **Our Growth Strategy** **** Our objective is to continue to grow as a vertically integrated and leading provider of EV charging solutions by deploying EV charging infrastructure at mass scale. By doing so, we aim to enable the accelerated growth of EV adoption and the EV industry. Key elements of our growth strategy include: | | Relentless Focus on Customer Satisfaction. Our objective is to increase overall customer satisfaction among new and existing Property Partners and EV drivers. This entails prioritizing charger uptime and availability while expanding and enhancing EV charging infrastructure within densely populated regions of high demand. We are committed to optimizing the productivity and utilization of existing EV charging stations, as well as enhancing the key features of our EV charging station hardware and Blink Network. | | | | Pursue Strategic Opportunities to Expand Blink-Owned Turnkey and Hybrid Models. We have structured our business to identify and pursue opportunities to develop Blinks owner and operator business model with locations that have potential for high utilization, where grant or rebate funds are available, and where we can realize long-term benefit for the EV charging location and anchor recurring revenue. | | | | Continue to Invest in Technology Innovations. We continue to enhance product offerings available in our EV charging hardware, cloud-based software, and networking capability in the U.S. and internationally. Our Networks can serve a wide variety of EV equipment, languages, currencies, and applications, allowing Blink to stay competitive in the fast-moving EV charging landscape. Concurrently, the mobile app creates seamless driver charging experience. Our software implementation allows us to remain technology agnostic to enable the onboarding of Open Charge Point Protocol (OCPP) compliant equipment from other manufacturers onto our network. | | | | Strengthen and Support our Human Capital. Our experienced employees and management team are our most valuable resources. Attracting, training, and retaining key personnel has been and will remain critical to our success. To achieve our human capital goals, we intend to stay focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of expertise. We will also continue to provide our personnel with personal and professional growth opportunities, including additional training, performance-based incentives such as opportunities for stock ownership, and other competitive benefits. | | | | Expand Sales and Marketing Resources. We intend to further invest in sales and marketing infrastructure to capitalize on market growth and expand our go-to-market strategy while maintaining a disciplined approach to expenses. We use a direct sales force, as well as maintaining relationships with notable reseller partners and electrical equipment distributors. | | | 6 | | | | Seek Strategic Acquisition Opportunities. We seek domestic and international acquisition opportunities which are accretive towards our profitability targets, while allowing us to expeditiously expand our footprint of EV charging station locations, product offerings, and Blink Networks reach. | | | | Leverage Our Early Mover Advantage. We continue to leverage our extensive and defendable early-mover advantage and the digital customer experience we have created for both EV drivers and Property Partners. Our established network, scale, and software platform enable drivers to transact charging sessions across a single, cohesive network. Blink chargers are deployed across North America, mainland Europe, and the United Kingdom, providing broad geographic coverage and reinforcing network effects that support continued driver engagement and partner adoption. | | | | Appropriately Capitalize Our Business. We continue to pursue new potential capital sources to deliver critical operational objectives and the necessary resources to execute our long-term growth strategy. The EV charging industry, in general, is undercapitalized to deliver the full potential of expected EV market growth. We expect to retain our leadership position with new growth capital as required. | | **Sales** **** Our sales organization builds and maintains long-term business relationships with our customers by utilizing our three core business models, outlined above. These business models provide a high degree of flexibility to match host location goals and objectives for EV charging with our premier equipment and software solutions. Our team identifies locations that have the potential to create long-term, recurring value for the Property Partner and Blink. Sales personnel can pivot to host-owned equipment sales , the hybrid-ownership model or the charging-as-a-service models as a function of our evaluation of whether the location is as a promising generator of future repeat and recurring revenues. The team strives to maintain a balance between equipment sales that grow revenue today, and owner-operator sites at locations that have potential to generate strong repeat and recurring revenues in the future. We also engage with strategic distributor and reseller partners across a range of vertical markets within the US, mainland Europe, and the UK. These organizations typically have unique relationships or capabilities within their respective markets and provide Blink with additional sales opportunities and market coverage. These partnerships amplify Blinks sales reach and are authorized to sell our EV charging hardware, software services (connectivity to the Blink Network), and extended warranty service plans. In 2025, we continued diversifying our global footprint by securing agreements with new customers across public and private commercial sectors. Our expansion into critical infrastructure, including major airport authorities, localities and cities, healthcare networks, and premium commercial hubs, underscores the versatility of the Blink ecosystem and our ability to capture demand in both the municipal and private commercial markets. Along with these new business relationships, we forged critical strategic relationships with organizations that directly or indirectly influence EV charging station purchase decisions. Our internal marketing team works to promote and sell our services to a variety of vertical markets, and directly to EV drivers. We also utilize marketing and communication channels, including press releases, email marketing, website (www.blinkcharging.com), pay-per-click advertising, social media marketing, webinars, sponsorships, and partnerships, advertising, and conferences. Our websites information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC. We anticipate continuing to grow our revenues by (i) selling our next generation of EV charging equipment to current as well as to new Property Partners across a variety of vertical markets, (ii) expanding our sales channels to wholesale distributors, utilities, OEMs, solar integrators, and dealers, which will include implementing EV charging station occupancy fees (after charging is completed, fees for remaining connected to the charging station beyond an allotted grace period) and subscription plans for EV drivers on our company-owned public charging locations, (iii) adding Blink owned and operated charging stations in locations with increasing utilization metrics, and (iv) offering maintenance and extended warranty programs for our chargers and services. | 7 | | **** **Our Customers and Partners** **** We have strategic partnerships across numerous vertical market locations and have hundreds of Property Partners that include well-recognized companies, large municipalities, and local businesses. We strive to engage all Blink-owned turnkey and hybrid property partners with exclusive EV charging contracts. This strategy further supports our owner-operator model to generate repeat and recurring revenue for Blink. We continue to establish new contracts with Property Partners that previously secured our services independently or had prior contracts with EV service providers that Blink has acquired. Our revenues are primarily derived from fees charged to EV drivers for EV charging in public locations, EV charging hardware sales, Blink Network fees, and sales of equipment warranties. EV charging fees to drivers are generally based on an hourly rate, by energy dispensed per kilowatt-hour (kWh), and/or by session. Such fees are calculated based on various factors, including associated station costs, competitive activities, and local electricity tariffs. EV charging hardware is sold to our customers engaged with our host-owned business model. Additionally, we generate revenues from our EV car-sharing program through Envoy, which allows customers the ability to retain electric vehicles through a subscription service. We are focused on profitable international expansion and have made significant progress at expanding our business outside of North America, focusing primarily on mainland Europe and the United Kingdom. **Our 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 generally compete on product performance and features, the total cost of ownership, quality of customer experience, sales capabilities, financial stability, brand recognition, product reliability, and the installed bases size. Notable competitors in the US currently include ChargePoint, which manufactures EV charging equipment and operates the ChargePoint Network, EVgo and Electrify America, who offer high-speed DC fast public charging with pay-as-you-go and subscription models, and Tesla. Other companies include Loop, Swtch, Flo, Clipper Creek, StarCharge, Wallbox, Autel, and EV Connect. Many other EV charging companies offer non-networked or basic chargers with limited customer leverage but could provide a low-cost solution for basic charger needs in commercial and home locations. We continue to differentiate ourselves through a flexible, multi-industry approach bridging the gap between essential public infrastructure and private commercial hubs. By offering various deployment configurations, from direct sales to our Owner-Operator and Hybrid models, we aim to provide the right solution at the right price for our customers. This vertical integration ensures that we dont just sell a product; we own the charging experience. We believe that this owner-operator differentiation de-risks our partners investment while securing Blinks position in the global EV ecosystem.**** **** **Government Grants** We have a dedicated team that identifies and pursues federal, state and international funding opportunities in the US, mainland Europe and the UK for EV charging infrastructure development. Grants for EV charging infrastructure accelerate the deployment of EV charging infrastructure at the scale needed to accompany the rapid growth in the percentage of EVs in vehicle fleets in the markets in which we operate. We are committed to pursuing EV charging development grant opportunities in all U.S. states where they are available. Funding sources in the U.S. include the Department of Energy, Department of Transportation, Department of Agriculture, the VW mitigation settlement trust fund, funding initiatives from utility service providers and various state, and local jurisdictions. Blink has recently completed grant projects in Maryland, Illinois, New Jersey, Florida, and Delaware, increasing our DCFC footprint throughout the East Coast and Midwest, with additional projects slated for deployment in 2026 and beyond. **** **Disclosure Related to Climate Change** In March 2024, the SEC adopted rules mandating disclosure of climate-related risks and greenhouse gas emissions in companies annual reports and registration statements, with compliance requirements phased in beginning with fiscal year 2025 filings for certain registrants. In April 2024, the SEC stayed the rules effectiveness pending judicial review. In March 2025, the SEC voted to formally withdraw its legal defense of the rules, and they remain stayed pending the outcome of the judicial proceedings. | 8 | | **Privacy and Data Security Laws** We are currently subject, and/or may in the future be subject to numerous privacy and data security laws. For example, some U.S. states, members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted some form of privacy and data security laws and regulations which impose significant compliance obligations. The European Unions General Data Protection Regulation (GDPR) is a comprehensive data privacy law that came into effect in May 2018. It is wide-ranging in scope, and imposes several requirements relating to the control over personal data by individuals to whom the personal data relates, the information provided to the individuals, the documentation we must maintain, the security and confidentiality of the personal data, requirements around data breach and notification, and the use of third-party processors in connection with the processing of personal data. The GDPR also imposes strict rules on the transfer of personal data outside of the European Union (EU), provides enforcement authority, and authorizes the imposition of large penalties for noncompliance, including the potential for significant fines. The GDPR requirements apply not only to third-party transactions, but also to transfers of information between Blink Charging and its subsidiaries, including employee information. The GDPR has increased our responsibility and potential liability in relation to all types of personal data that we process and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, which could divert managements attention and increase its cost of doing business, and despite our ongoing efforts to bring our practices into compliance with the GDPR, we may not always be successful. Additionally, we are governed by a California state privacy law called the California Consumer Privacy Act of 2018 (CCPA), which contains requirements similar to those to the GDPR for the handling of personal information for California residents. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered companies to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), and new ways for such consumers to opt out of certain sales of personal information, and to allow for a new cause of action for data breaches. Further, California voters approved a new privacy law, the California Privacy Rights Act (CPRA) in November 2020. Effective starting on January 1, 2023, the CPRA significantly modifies the CCPA, including by expanding the consumers rights with respect to certain sensitive personal information. The CPRA also creates a new state agency, the California Privacy Protection Agency (CPPA), that is vested with authority to implement and enforce the CCPA and the CPRA. More recently, several other states have passed or are in the process of passing comprehensive data privacy laws, including the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), and the Utah Consumer Privacy Act (UCPA). The Virginia law became effective on January 1, 2023; the Colorado law became effective on July 1, 2023; and the Connecticut law became effective on July 1, 2023. The Utah Privacy Act came into force on December 31, 2023, and there are expected legislative changes in other states as well, shaping the evolving national data privacy landscape. The GDPR, CCPA, CPRA, VCDPA, CPA, CTDPA and UCPA exemplify the exposure of our business to the evolving regulatory environment related to personal data. Our compliance costs and potential liability may increase as a result of such additional regulatory requirements related to data privacy and data security. Some U.S. states, members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted or are in the process of adopting privacy and data security laws and regulations which impose significant compliance obligations. **** **Environmental, Social, and Governance (ESG)** We are committed to sourcing only responsibly produced materials. We have a zero-tolerance policy when it comes to child or forced labor and human trafficking by our suppliers. **** | 9 | | **** **Government Regulation and Incentives** State, regional and local regulations for installing EV charging stations vary by jurisdiction and may include requirements around permitting, inspection, licensing, and certifications. Compliance with such regulations may cause installation delays. We intend to continue to vigorously seek incentives such as government grants, loans, rebates, and subsidies, as cost-effective means of reducing our capital investment in the promotion, purchase and installation of charging stations where applicable. A range of incentives are currently offered to encourage electric vehicle adoption at the federal, state and local levels. **OSHA** We are subject to the Occupational Safety and Health Act of 1970, as amended (OSHA). OSHA establishes specific employer responsibilities, including maintaining a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various recordkeeping, disclosure and procedural requirements. Multiple standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations. We are in full compliance with OSHA regulations. **** **NEMA** The National Electrical Manufacturers Association (NEMA) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for developing technical standards in the industry and users best interests, advocating industry policies on legislative and regulatory matters, and collecting, analyzing, and disseminating industry data. All products distributed within the U.S. adhere to the applicable NEMA standards governing such merchandise. **** | 10 | | **** **Waste Handling and Disposal** We are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste, and may impose strict, joint, and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed of or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they imposed. We may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. We also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (RCRA) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation, and disposal of hazardous wastes. Certain components of our products are excluded from RCRAs hazardous waste regulations, provided certain requirements are met (as detailed in the section CESQG, below). However, if these components do not meet all the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our operating expenses. Similar laws exist in other jurisdictions where we operate. Additionally, in the EU, we are subject to the Waste Electrical and Electronic Equipment Directive (WEEE Directive). The WEEE Directive provides for the creation of a collection scheme where consumers return waste electrical and electronic equipment to merchants, such as Blink Charging. If we fail to properly manage such waste electrical and electronic equipment, it may be subject to fines, sanctions, or other actions that may adversely affect on our financial operations. **CESQG** As a Conditionally Exempt Small Quantity Generator (CESQG), we generate a limited quantity of hazardous waste, mainly solvent contaminated wipes, which are transported to local solid waste facilities. Scrapped electronic boards are transported to a local recycler. A CESQG of hazardous waste is defined as a generator that: | | produces no more than 100 kg (220 lbs.) of hazardous waste per calendar month; | | | | produces no more than 1 kg (2.2 lbs.) of acute hazardous waste per calendar month; | | | | never accumulates more than 1,000 kg (2,204 lbs.) of hazardous waste at any one time; and | | | | never accumulates more than 1 kg (2.2 lbs.) of acute hazardous waste at any one time. | | The use of our machinery and equipment must comply with the following applicable laws and regulations, including safety and environmental regulations: | | General Safety for All Employees Includes health hazard communication, emergency exit plans, electrical safety-related work practices, office safety, and hand-powered tools. | | | | Technicians and Engineers Only authorized persons (technicians and engineers) perform product testing and repair in the facilitys production and engineering areas, including those engineers involved in field service work. Regulations include control of hazardous energy sources and the use of personal protective equipment. | | | | Logisticians Includes forklift operations performed only by certified shipping/receiving personnel and material handling and storage. | | We fully comply with the general industry categorys environmental regulations applicable to us as a CESQG. | 11 | | **** **Intellectual Property** We rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. Our success depends partly on our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights. Our patents relate to various EV charging station designs. We intend to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs, and methodologies that we believe provide a meaningful competitive advantage. If we cannot do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired. **Human Capital Resources** Our experienced employees and management team are some of our most valuable resources, and we are committed to attracting, motivating, and retaining top talent. As of December 31, 2025, we had 320 employees and contractors. With exception of Belgium, none of our employees are represented by a union or covered by a collective bargaining agreement. Two employees in our Belgian entity are represented by a union in accordance with Belgian labor legislation. Due to the size of the Belgian company (at time of mandatory social elections) within the applicable joint committee, a union delegation (CPBW) was required and put in place. These employees are based in our Antwerp office. We have not experienced any work stoppages, and we consider our relationship with our employees to be good. Our success is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment where employee opinions are valued and allow our employees to use and augment their professional skills. To achieve our human capital goals, we intend to remain focused on providing opportunities to expand our business within their areas of expertise and continue to provide our personnel with opportunities for growth. We emphasize several measures and objectives in managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation and pay equity. *Diversity and Inclusion and Ethical Business Practices.*We believe that a company culture focused on diversity and inclusion is a crucial driver of creativity and innovation. We also believe that diverse and inclusive teams make better business decisions, ultimately driving better business outcomes. We are committed to recruiting, retaining, and developing high-performing, innovative, and engaged employees with diverse backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity, stereotypes, or assumptions based thereon. We welcome and celebrate our teams differences, experiences, and beliefs, and we are investing in a more engaged, diverse, and inclusive workforce. We also foster a strong corporate culture that promotes high standards of ethics and compliance for our business, including policies that set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We also maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the part of our businesses, employees, officers, directors, or vendors. **** **Available Information** We maintain a corporate website at www.blinkcharging.com. Our websites information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge, on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our corporate governance documents, including our code of conduct and ethics, are also available on our website. In this Annual Report, we incorporate by reference certain information as identified herein from parts of our proxy statement for our 2025 Annual Meeting of Stockholders, which we will file with the SEC and will be available, free of charge, on our website. Reports of our executive officers, directors, and any other persons required to file securities ownership reports under Section 16(a) of the Exchange Act are also available on our website. | 12 | | | ITEM 1A. | RISK FACTORS. | | **** *In addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission (SEC), the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks occur, our business, cash flow, results of operations, financial condition and future business prospects could be materially and adversely affected, and the trading price of our common stock could decline. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and stockholders and investors should not use historical trends to anticipate results or trends in future periods.* **** **Risks Related to Our Business** **** **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.** 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 $83.4 million, $201.3 million and $203.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, we had net working capital of approximately $26 million and an accumulated deficit of approximately $822 million. 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 equity or debt 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, and any equity financing would be dilutive to our stockholders. **** **We may need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from potential sources, and we may have to limit the scope of our operations or take actions that may dilute your financial interest.** We will need additional capital to fund our growing operations in the future. If adequate additional financing is not available on reasonable terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify our business plans accordingly. The extent of our capital needs will depend on numerous factors, including: (i) our profitability; (ii) the release of competitive products and/or services by our competition; (iii) the level of our investment in research and product development; (iv) the amount of our capital expenditures, including acquisitions; and (v) our growth. We cannot be certain that additional funding and incremental working capital will be available to us on acceptable terms, if at all, or that it will exist in a timely and/or adequate manner to allow for the proper execution of our near and long-term business strategy. If sufficient funds are not available on terms and conditions acceptable to management and stockholders, we may be required to delay, reduce the scope of, or eliminate further development of our business operations. Even if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business. Additional funding, if obtained, may also result in significant dilution to our stockholders. **** **Our revenue growth ultimately depends on consumers willingness to adopt EVs in a market that is still in its early stages.** Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to the risk of reduced demand for EVs. If the market for EVs does not gain broader market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results will be harmed. The market for electric vehicles is 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, specifically EVs, include: | | perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs; | | | | the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; | | | | limitations in the development of battery technology; | | | | concerns regarding the stability of the electrical grid and the rising price of electricity; | | | | improvements in the fuel economy of the internal combustion engine; | | | | the initial cost of purchasing EVs compared to conventional gas-powered automobiles; | | | 13 | | | | the number, price and variety of EV models available for purchase; | | | | consumers desire and ability to purchase a luxury automobile or one that is perceived as exclusive; | | | | EV supply chain disruptions including availability of certain components such as semiconductors, microchips, and lithium, availability of batteries and battery materials, and geopolitical, tariff, and trade issues that may disrupt the EV supply chain; | | | | volatility in the cost of oil and gasoline 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 zero emission vehicles. | | The influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially and adversely affect our business, operating results, financial condition and prospects. **War, terrorism, other acts of violence or natural or human-made disasters may affect the markets in which we operate, our customers, our delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.** Our business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or human-made disasters, including famine, flood, fire, earthquake, storm or public health crises. Such events may cause customers to suspend their decisions on using our services, make it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our personnel and to physical facilities and operations, which could materially adversely affect our financial results. Further, the current Russia-Ukraine and Middle East conflicts have created extreme volatility in the global financial markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets and heightened volatility of commodity and raw material prices. In addition, recently there has been increasing geopolitical tension between China and Taiwan that may affect future shipments from Taiwan based electronics suppliers for certain of our EV chargers. Any such volatility or disruptions may have adverse consequences for us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the conflicts in Ukraine and the Middle East, the geopolitical tensions between China and Taiwan or any other geopolitical tensions. **** **Changes to corporate average fuel economy standards may negatively impact the EV market, which would adversely affect our business.** To meet higher fuel efficiency and greenhouse gas emission standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging, direct injection and higher compression ratios, which require high octane gasoline. If fuel efficiency of vehicles continues to rise, and the affordability of internal combustion vehicles increases, the demand for electric vehicles could diminish. If consumers no longer purchase EVs, or purchase fewer EVs, it would materially and adversely affect our business, operating results, financial condition and prospects. **** **Our quarterly operating results may fluctuate significantly.** We expect that our operating results may be subject to substantial quarterly fluctuations. If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance. **** | 14 | | **** **We are unable to predict the ultimate impact of equipment order delays and chip shortages on our business and future results of operations, financial position and cash flows.** The global chip shortage and supply chain disruption over the past several years caused some temporary delays for us in equipment orders from our contract manufacturer. As federal, state, local and foreign economies returned to pre-pandemic levels and the demand for charging station usage increased, these delays and shortages became less apparent; however, we are unable to predict the extent of any final recovery from prior years due to the uncertainty of the possible occurrence of another pandemic or other epidemics. As a result, we are unable to predict the ultimate impact that equipment order delays and chip shortages will have on our business and our future results of operations, financial position and cash flows*.* **** **We rely on a limited number of vendors for our EV charging equipment and related support services. The loss of any of these partners would negatively affect our business.** We rely on a limited number of vendors for design, transfer review, manufacturing, and testing of EV charging equipment which is generally sole sourced with respect to components as well as aftermarket maintenance and warranty services. The reliance on a limited number of vendors increases our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors, we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. Therefore, our business would be adversely affected if one or more of our vendors were impacted by any interruption at a particular location. If we or our suppliers experience a significant increase in demand, or if we need to replace an existing supplier, we may not be able to supplement service or replace them on acceptable terms, which may impact our ability to install chargers in a timely manner. Thus, the loss of any significant vendor would have an adverse effect on our business, financial condition and operating results. **** **We may be adversely affected by inflationary or market fluctuations, including the impact of tariffs, in the cost of products consumed in providing our services or our cost of labor.** The prices we pay for the principal items we consume in performing our services are dependent primarily on current market prices. We have consolidated certain supply purchases with national vendors through agreements containing negotiated prospective pricing. In the event such vendors are not able to comply with their obligations under the agreements and we are required to seek alternative suppliers, we may incur increased costs of supplies and/or supply disruptions. EV chargers are impacted by commodity pricing factors, including the impact of tariffs and trade barriers, which in many cases are unpredictable and outside of our control. We seek to pass on to customers such increased costs but sometimes we are unable to do so. Even when we can pass on such costs to our customers, from time to time, sporadic unanticipated increases in the costs of certain supply items due to market or economic conditions may result in a timing delay in passing on such increases to our customers. This type of spike and unanticipated increase in EV charger costs could adversely affect our operating performance, and the adverse effect could be greater if we are delayed in passing on such additional costs to our customers (e.g., where we may not be able to pass such increase on to our customers until the time of our next scheduled service billing review). We seek to mitigate the impact of an unanticipated increase in the cost of such supplies through consolidation of vendors, which increases our ability to obtain more favorable pricing. Our cost of labor may be influenced by factors in certain market areas. Our hourly employees could be affected by wage rate increases in the federal or state minimum wage rates, wage inflation or local job market adjustments. We do not have a contractual right to automatically pass through all wage rate increases resulting from wage rate inflation or local job market adjustments, and we may be delayed in doing so. Our delay in, or inability to pass such wage increases through to our customers could have a material adverse effect on our financial condition, results of operations and cash flows. **** | 15 | | **** **We have global operations and face risks related to health crises that could negatively impact our financial condition.** Our business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis like the Covid-19 pandemic. During the Covid-19 pandemic (March 2020 to May 2023), a significant component supplier of our Blink IQ 200 charging station located in Taiwan who, in turn, sourced assembly parts from China, was particularly impacted. A significant or prolonged outbreak of contagious diseases like Covid-19 and its variants in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our EV supply equipment and related networked services and likely impact our operating results. Such events could result in the complete or partial closure of our Taiwan suppliers manufacturing facility, the interruption of our distribution system, temporary or long-term disruption in our supply chains from Asia and other international suppliers, disruptions, or restrictions on our employees to work or travel, delays in the delivery of our charging stations to customers, and potential claims of exposure to diseases through contact with our charging stations. If the impact of an outbreak continues for an extended period, it could materially adversely impact our supply chain, access to capital and the growth of our revenues. ** **Climate change may have a long-term impact on our business.** While we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are inherent risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices or for our vendors, is a priority. Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure throughout the United States and in other countries where we have operations, have the potential to disrupt our business, our third-party suppliers and/or the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume our EV charging operations. **** **Computer malware, viruses, hacking, cyberattacks, phishing attacks and spamming that could result in security and privacy breaches and interruption in service could harm our business and our customers.** Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse, encryption or theft of data. Computer malware, viruses, computer hacking, cyberattacks and phishing attacks against online networking platforms have become more prevalent and may occur on our systems in the future. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand. Our network security business disruption insurance may not be sufficient to cover significant expenses and losses related to direct attacks on our website or internal systems. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and services and technical infrastructure may harm our reputation, brand and our ability to attract customers. Any significant disruption to our website or internal computer systems could result in a loss of customers and could adversely affect our business and results of operations. We have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our mobile application is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek other services. Our platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business and financial results. | 16 | | We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems and equipment as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed. If we do not make the necessary investments or upgrades to maintain a network capable of operating on current and future generations of broadband cellular network technology, namely the 4G and 5G systems, our business and operating results could be adversely impacted. We have a disaster recovery program to transition our operating platform and data to an alternative location in the event of a catastrophe. However, there are several factors ranging from human error to data corruption that could materially lengthen the time our platform is partially or fully unavailable to our user base as a result of the transition. If our platform is unavailable for a significant period of time as a result of such a transition, especially during peak periods, we could suffer damage to our reputation or brand, and loss of revenues, all of which could adversely affect our business and financial results. **** **Growing our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards that we do not control.** We are dependent on the interoperability of our mobile applications with popular mobile operating systems that we do not control, such as Googles Android and iOS, and any changes in such systems that degrade our products functionality or give preferential treatment to competitive products could adversely affect the usage of our applications on mobile devices. Additionally, to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards. If we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position. The EV industry is characterized by rapid technological change. If we are unable to keep up with changes in EV technology, our competitive position may deteriorate, which would materially and adversely affect our business, prospects, operating results and financial condition. As technologies change, we plan to upgrade or adapt our EV charging stations and Blink Network software to continue to provide EV charging services with the latest technology. However, due to our limited cash resources, our efforts to do so may be limited. Any failure of our charging stations to compete effectively with other manufacturers charging stations will harm our business, operating results and prospects. **** **We need to manage growth in operations to realize our growth potential and achieve expected revenues; our failure to manage growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.** To take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand our marketing operations. This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect to continue improving our financial controls, operating procedures and management information systems. We will also need to effectively train, motivate and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect. To achieve the above-mentioned targets, the general strategies of our company are to maintain and search for appropriate talent who have innovative mindset and initiatives, as well as to keep a close eye on expansion opportunities through merger and/or acquisition. **** **We may be unable to successfully integrate recent acquisitions in a cost-effective and non-disruptive manner.** Our success depends on our ability to grow our business and enhance and broaden our product offerings in response to changing customer demands, competitive pressures, and advances in technologies. We continue to search for viable acquisition candidates or strategic alliances that would expand our market presence and enhance our operating margins. Accordingly, we have previously and may in the future pursue the acquisition of, investments in or joint ventures relating to, new businesses, products or technologies as a part of our growth strategy instead of developing them internally. Our future success will depend, in part, upon our ability to manage the expanded business following these transactions, including challenges related to the management and monitoring of new operations and associated increased costs and complexity associated with our past acquisitions as well as future acquisitions. Other risks involving potential future and completed acquisitions and strategic investments include: | | risks associated with conducting due diligence; | | | | problems integrating the purchased businesses, products and technologies; | | | 17 | | | | inability to achieve the anticipated synergies and overpaying for acquisitions or unanticipated costs associated with acquisitions; | | | | invalid sales assumptions for potential acquisitions; | | | | issues maintaining uniform standards, procedures, controls and policies; | | | | diversion of managements attention from our core business; | | | | adverse effects on existing business relationships with suppliers, distributors and customers; | | | | risks associated with entering new markets in which we have limited or no experience; | | | | potential loss of key employees of acquired businesses; and | | | | increased legal, accounting and compliance costs. | | We compete with other companies for these opportunities, and we may be unable to consummate such acquisitions or joint ventures on commercially reasonable terms, or at all. In addition, acquired businesses may have ongoing or potential liabilities, legal claims (including tort and/or personal injury claims) or adverse operating issues that we fail to discover through due diligence prior to the acquisition. Even if we are aware of such liabilities, claims or issues, we may not be able to accurately estimate the magnitude of the related liabilities and damages. In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise violated applicable laws or regulations, failed to fulfill their contractual obligations to their customers, or failed to satisfy legal obligations to employees or third parties, we, as the successor, may be financially responsible for these violations and failures and may suffer reputational harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairment in the future that could harm our financial results. If we were to issue additional equity in connection with such acquisitions, this may dilute our stockholders*.* **** **We have limited insurance coverage for various liabilities and damages, including potential injuries, and such insurance coverage may not be adequate in a catastrophic situation.** We hold employer liability insurance generally covering death or work-related injury of employees. We hold product and general liability insurance covering certain incidents involving third parties that occur on or in the premises of our company. We maintain business interruption insurance for key locations. Additionally, we hold cybersecurity insurance for certain claims associated with data breaches, cyberattacks, and other information security incidents. We also maintain directors and officers liability insurance for certain claims that may arise against our leadership. Our insurance coverage may be insufficient to cover any claim for, or due to, product liability, damage to our fixed assets, inventory or employee injuries, cyber incidents, regulatory investigations, and litigation. Any liability or damage to, or caused by, our facilities, our personnel, our information systems, or actions taken by our directors and officers beyond our insurance coverage may result in our incurring substantial costs and a diversion of resources. **** **Our future success depends on our ability to attract and retain highly qualified personnel, including our President and Chief Executive Officer.** Effective February 1, 2025, Michael Battaglia was named as our new President and Chief Executive Officer. Mr. Battaglia joined our company in 2020 and assumed increasingly senior positions with us, including Chief Operating Officer and Chief Revenue Officer. Our business depends on the availability to us of Mr. Battaglia, and our business would be materially and adversely affected if his services were to be unavailable to us. There is no assurance that Mr. Battaglia will continue to be available to us, although we have entered into a two-year employment agreement with Mr. Battaglia expiring in February 2027, subject to automatic annual renewals. In addition, our future success depends upon our ability to attract and retain other highly qualified personnel. Expansion of our business and the management and operation of our company will require additional managers and employees with industry experience, and our success will be highly dependent on our ability to attract and retain skilled management personnel and other employees. There can be no assurance that we will be able to attract or retain highly qualified personnel. As our industry continues to evolve, competition for skilled personnel with the requisite experience will be significant. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees. **** | 18 | | **** **We are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with our competitors, some of which are larger and have greater financial resources.** We face strong competition from competitors in the EV charging services industry, including competitors who could duplicate our model. Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities than us. In addition, there are very few barriers to entry to the market for our services. There can be no assurance, therefore, that any of our current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially equivalent or superior to our services. Therefore, investment in our company is risky and speculative due to the competitive environment in which we may operate. Our competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence and driver price. Further, many of our competitors may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. If the market for EV charging stations expands, we expect that competition will intensify as additional competitors enter the market and current competitors expand their product lines. To secure contracts successfully when competing with larger, well-financed companies, we may be forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating results. **** **If a third party asserts that we are infringing upon its intellectual property rights, whether successful or not, it could subject us to costly and time-consuming litigation or expensive licenses, and our business may be harmed.** The EV and EV charging industries are characterized by the existence of many patents, copyrights, trademarks and trade secrets. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use. Additionally, although we have acquired other companies proprietary technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented. Intellectual property infringement claims against us could harm our relationships with our customers, may deter future customers from subscribing to our services or could expose us to litigation with respect to these claims. Even if we are not a party to any litigation involving a customer and third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are a named party. Any of these results could harm our brand and operating results. Any intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination in this regard also could prevent us from offering our services to our customers and may require that we procure or develop substitute services that do not infringe. With respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found to be in violation of a third partys rights. We may have to seek a license for the technology, which may not be available on reasonable terms, may significantly increase our operating expenses or require us to restrict our business activities in one or more respects. The technology also may not be available for us to license at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. **** **The success of our business depends in large part on our ability to protect our proprietary information and technology and enforce our intellectual property rights against third parties.** We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented. Our currently issued patents and any patents that may be issued in the future with respect to pending or future patent applications may not provide sufficiently broad protection, or they may not prove to be enforceable in actions against alleged infringers. Also, we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights. We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed. | 19 | | Further, effective patents, trademarks, service marks, copyright and trade secret protection may not be available in every country in which our services are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in EV-related industries are uncertain and still evolving. **** **We may not be able to protect our intellectual property rights throughout the world.** Filing, prosecuting and defending all current and future patents in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from infringing on our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our product candidates, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. The legal systems of many foreign countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights. For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected. **** **The risk of loss of our intellectual property, trade secrets or other sensitive business or customer confidential information, and disruption of operations due to cyberattacks or data breaches could negatively impact our financial results.** Cyberattacks or data breaches could compromise confidential, business-critical information, cause disruptions in our operations, expose us to potential litigation or harm our reputation. We have important assets, including intellectual property, trade secrets, and other sensitive business-critical and/or confidential information which may be vulnerable to such incidents. While we have a comprehensive cybersecurity program that is continually reviewed, maintained and upgraded, we cannot assure that we are invulnerable to cyberattacks and data breaches which, if significant, could negatively impact our business and financial results. **** | 20 | | **** **Risks Related to Legal Matters and Regulations** **** **Changes to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive strengths.** Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to government incentives promoting 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 managements attention. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business. There are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business. There are a number of significant matters under review and discussion with respect to government regulations which may affect our business and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations. In addition to government and regulatory agency activity, ESG and privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that we will meet voluntary certifications or adhere to other standards established by them or third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business. **** **Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect our business.** We are currently subject, and/or may in the future be subject, to numerous privacy and data security laws. For example, some U.S. states, members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted some form of privacy and data security laws and regulations which impose significant compliance obligations. The European Unions General Data Protection Regulation (GDPR), the California Consumer Privacy Act of 2018 (CCPA), the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Act Concerning Personal Data Privacy and Online Monitoring (CDPA) and the Utah Consumer Privacy Act (UCPA) exemplify the vulnerability of our business to the evolving regulatory environment related to personal data. Managements attention may be diverted, and our compliance costs and potential liability may increase as a result of additional national and international regulatory requirements related to data privacy and data security. **** **Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the FCPA), and similar laws associated with activities outside of the United States, could subject us to penalties and other adverse consequences.** We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. 201, the U.S. Travel Act, the USA PATRIOT Act, the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition, ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant diversion of managements attention and resources, significant defense costs, and other professional fees. **** | 21 | | **** **Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact our financial results or the results of operation.** We and our operations, as well as those of our contractors, suppliers, and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and waste as well as electronic waste and hardware, whether hazardous or not. These laws may require us or others in our value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business. Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions, and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted. Further, we currently rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. Additionally, we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations. **** **The enactment of legislation implementing changes in tax legislation or policies in different geographic jurisdictions including the United States and several European countries could materially impact our business, financial condition and results of operations.** We conduct business globally and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof (such as the United States Inflation Reduction Act of 2022 which, among other changes, introduced a 15% corporate minimum tax on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations); the implementation of the U.S. Corporate Alternative Minimum Tax (CAMT) effective in 2024, which imposes 15% minimum tax on large corporations based on adjusted financial statement income; tax policy initiatives and reforms under consideration (such as those related to the Organization for Economic Co-operation and Developments Base Erosion and Profit Shifting, or BEPS, project, the European Commissions state aid investigations and other initiatives); the ongoing global implementation of the OECDs Pillar Two framework, establishing a 15% global minimum tax, which may impact multinational tax planning strategies; the practices of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations and any related interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid. Additionally, some U.S. state-level tax reforms may influence our overall tax obligations depending on our operational footprint. We are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our Consolidated Statement of Financial Position, and otherwise affect our future results of operations, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance. **** | 22 | | **** **Our failure to maintain effective internal control over financial reporting could have a material adverse effect on our ability to report our financial results on a timely and accurate basis.** As disclosed under Item 9A., Controls and Procedures, management concluded that material weaknesses in our internal control over financial reporting existed as of December 31, 2025. We identified deficiencies related to the information and communication component as specified within the Internal Control Framework, that assessed the source of controls necessary to ensure the reliability of information used in financial reporting. Our failure to maintain appropriate and effective internal controls over our financial reporting could result in misstatements in our financial statements and potentially subject us to sanctions or investigations by the SEC or other regulatory authorities and could cause us to delay the filing of required reports with the SEC and our reporting of financial results. Any of these events could result in a decline in the market price of our common stock. Although we have taken steps to maintain our internal control structure as required, we cannot guarantee that a control deficiency will not result in a misstatement in the future. See Item 9A Controls and Procedures Managements Annual Report on Internal Control Over Financial Reporting for further information on material weaknesses. **** **If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of operations could be adversely affected.** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under Managements Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report and in our consolidated financial statements included herein. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance for credit losses, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, product warranty accrual, valuation allowances for deferred tax assets, valuation of common stock warrants, valuation of intangible assets acquired from acquisitions, valuation of earn-out liabilities and share-based compensation. Our financial condition and results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock. **** **Risks Related to Ownership of Our Securities** **** **Our common stock price fluctuated significantly in 2025 and is likely to continue to fluctuate from its current level in 2026; our common stock must maintain a minimum closing bid price of $1.00 to satisfy Nasdaq continued listing standards.** The market price of shares of our common stock fluctuated significantly in 2025 and is likely to continue to fluctuate from its current level in 2026. During 2025, for example, the closing price of our shares ranged from a low of $0.64 per share to a high of $3.62 per share and, through March 27, 2026, our stock price this year ranged from a low of $0.54 per share to a high of $0.92 per share. Future announcements concerning the introduction of new products, services or technologies or changes in product pricing policies by us or our competitors or changes in earnings estimates by analysts, among other factors, could cause the market price of our common stock to fluctuate substantially. Also, stock markets have experienced extreme price and volume volatility in the last twelve months. This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of specific companies. EV and related companies like us, as a group, have experienced these broad market fluctuations, which have caused declines in the market prices of their common stock. Investors seeking short-term liquidity should be aware that we cannot provide assurance that our stock price will increase to previously higher levels. Additionally, to maintain the listing of our common stock on The Nasdaq Capital Market, we are required to maintain, among other requirements, a minimum closing bid price of $1.00 per share. If we cannot maintain at least this price for 30 consecutive trading days to satisfy The Nasdaq Capital Market continued listing standards, our common stock could be delisted, (following limited additional time to regain compliance) which would harm our business, the trading price of our common stock, our ability to raise additional capital and the liquidity of the market for our common stock. We may explore alternative means to maintain compliance such as a reverse stock split. | 23 | | **** **Failure to meet Nasdaqs continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common stock, and negatively impact our ability to raise additional capital.** We must continue to satisfy Nasdaqs continued listing requirements, including, among others, certain corporate governance requirements and a minimum closing bid price requirement of $1.00 per share. If a company fails for 30 consecutive trading days to meet the $1.00 minimum closing bid price requirement, Nasdaq will send a deficiency notice to the company, advising that it has been afforded a compliance period of 180 calendar days to regain compliance with the applicable requirements. On January 26, 2026, the Company received a deficiency letter (the Notice) from Nasdaq notifying the Company that, based upon the closing bid price of the Companys common stock for the last 30 consecutive trading days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Requirement). The Notice has no immediate effect on the continued listing status of the common stock on The Nasdaq Capital Market and, therefore, the Companys listing currently remains fully effective. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days from the date of the Notice, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days prior to July 27, 2026. If the Company is not in compliance with the Minimum Bid Requirement by July 27, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement. We will evaluate available options to regain compliance with the Minimum Bid Requirement. However, no assurance can be given that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements. If our common stock becomes subject to delisting, it would be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities. The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in our common stock. This would adversely affect the ability of investors to trade our common stock and would adversely affect the value of our common stock. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our common stock. If we seek to implement a reverse stock split to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock. **** **A possible short squeeze due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common stock.** Investors may purchase shares of our common stock to hedge existing exposure in our common stock or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common stock for delivery to lenders of our common stock. Those repurchases may, in turn, dramatically increase the price of our common stock until investors with short exposure are able to purchase additional shares of common stock to cover their short position. This is often referred to as a short squeeze. A short squeeze could lead to volatile price movements in shares of our common stock that are not directly correlated to the performance or prospects of our company and once investors purchase the shares necessary to cover their short position the price of our common stock may decline. **** | 24 | | **** **We have a number of shares of common stock issuable upon exercise of outstanding warrants and stock options, an ATM common stock program in place and possible issuance of stock from the warrants granted in August 2025 to the former shareholders of Envoy Technologies; the issuance of such shares could have a significant dilutive impact on our stockholders.** As of March 27, 2026, we had outstanding warrants to purchase 5,804,799 shares of common stock and stock options to purchase 433,545 shares of common stock. Our Articles of Incorporation authorize us to issue up to 500,000,000 shares of common stock, which would permit us to issue up to an additional approximately 357,000,000 authorized, unissued shares of common stock, after giving effect to the approximate number of shares of common stock currently outstanding and the number of shares reserved for issuance under warrants and stock options. On August 4, 2025, our wholly owned subsidiary, Envoy Technologies, Inc. (Envoy Technologies), entered into Amendment No. 4 (the Fourth Amendment) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy Technologies, Envoy Mobility, Inc. (Mobility and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equity holders agent (as previously amended, the Merger Agreement). Pursuant to the Fourth Amendment, the sole remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and we and Mobility were released from all claims and liabilities relating to such obligation, with the issuance of (x) $10,000 in shares of our 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 our common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements, with outstanding unexercised warrants expiring twenty months after their issuance. We issued an aggregate of 9,696,882 shares of our common stock and issued warrants to purchase an aggregate of 3,898,177 shares of our common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. The former shareholders of Envoy Technologies were granted registration rights for shares of our common stock initially issued and those issuable pursuant to the exercise of warrants. During the year ended December 31, 2025, 1,470,588 of warrants related to the first tranche of warrants had become exercisable upon meeting vesting conditions. Furthermore, 653,118 of these warrants were exercised during the year ended December 31, 2025. The remaining 2,427,589 warrants have not vested as of December 31, 2025. Sales of a substantial number of shares of our common stock on the public market could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares. **** **Our Articles of Incorporation grant our Board the power to issue additional shares of common and preferred stock and to designate a series of preferred stock, all without stockholder approval.** We are authorized to issue 540,000,000 shares of capital stock, of which 40,000,000 shares are authorized as preferred stock. Our Board, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Nevada law. The rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share. **** **Certain provisions of our corporate governing documents and Nevada law could discourage, delay or prevent a merger or acquisition at a premium price.** Certain provisions of our organizational documents and Nevada law could discourage potential acquisition proposals, delay or prevent a change in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common stock. For example, our Articles of Incorporation and Bylaws, as amended, permit us to issue, without any further vote or action by the stockholders, up to 40,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional, and other special rights, if any, and any qualifications, limitations or restrictions of the shares of the series. **** | 25 | | **** **If securities or industry analysts do not publish research or reports about our business or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.** The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us from time to time should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. **** **Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.** Shareholders may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise attempt to effect changes and assert influence on our Board and management. Activist campaigns that contest or conflict with our strategic direction or seek changes in the composition of our Board could have an adverse effect on our operating results and financial condition. A proxy contest would require us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated costs and require significant time and attention by our Board and management, diverting their attention from the pursuit of our business strategy. Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our Board or senior management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability which may result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results. If individuals are ultimately elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders. We may choose to initiate, or may become subject to, litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our Board and management and would require us to incur significant additional costs. In addition, actions such as those described above could cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. **** **We do not intend to pay cash dividends on our common stock for the foreseeable future, and you must rely on increases in the market price of our common stock for returns on your investment.** For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, stockholders must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our Board and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors the Board deems relevant. | ITEM 1B. | UNRESOLVED STAFF COMMENTS. | | **** Not applicable. **** | 26 | | | ITEM 1C. | CYBERSECURITY. | | | | **** Our management recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, and manages those risks with a risk-management cybersecurity program.Among other things, these risks include operational risks, financial system risks, physical security risks, intellectual property theft, fraud, extortion, violation of data privacy and security laws, and harm to employees, drivers, site hosts, and property owners. Our capabilities and data, as well as those of our customers, suppliers, partners, and service providers, are critical to our operations and may contain confidential personal information, sensitive business-related information, or intellectual property. These capabilities are also susceptible to interruptions (including those caused by systems failures, cyber-attacks, and other natural or man-made incidents or disasters), which may be prolonged or go undetected. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, Risk Factors, in this Annual Report **** **Risk Management and Strategy** We aim to incorporate industry best practices throughout our cybersecurity program and have live data recovery and breach policies in place. Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies, and other processes to assess, identify, and manage material cybersecurity risks. Our cybersecurity program is designed to be aligned with applicable industry standards and is evaluated annually as a part of our Sarbanes-Oxley information technology control testing procedures. We carry cybersecurity insurance coverage intended to help mitigate certain financial exposures that could arise from cybersecurity incidents. Such coverage is intended to supplement, and not replace, our cybersecurity controls and risk management practices. Our cybersecurity insurance policies are designed to provide coverage for certain costs associated with incident response, forensic investigation, data restoration, notification obligations, regulatory defense, legal expenses, and certain third-party liabilities arising from data breaches or other cybersecurity events. The Company periodically evaluates its cybersecurity insurance coverage in light of evolving cybersecurity risks, changes in the threat landscape, and developments in our business operations. While we believe that our cybersecurity insurance coverage is consistent with that maintained by similarly situated companies, such coverage is subject to policy limits, deductibles, exclusions, and other terms, and may not be sufficient to cover all losses or liabilities that may arise from a cybersecurity incident. Our cybersecurity insurance program is one component of our broader cybersecurity risk management framework, which also includes administrative, technical, and physical safeguards designed to identify, assess, and mitigate cybersecurity risks affecting our systems, data, and operations. We have processes to assess, identify, manage, and address material cybersecurity threats and incidents. These include annual and ongoing security awareness training for employees, vulnerability scanning, and code reviews, among others. We actively engage with industry groups for benchmarking and best practices awareness. While we are unaware of having been subjected to or impacted by a significant cybersecurity threat to date, we monitor internally discovered or externally reported issues that may affect our products and services and have processes to assess those issues for potential cybersecurity impact or risk. We also have a process to manage cybersecurity risks associated with third-party service providers. We impose industry-standard security requirements upon our suppliers, including that they maintain an effective security management program; abide by information handling and asset management requirements; and notify us of any known or suspected cyber incident, among others.We obtain and review our third-party service providers SOC 1 Type II reports for appropriate information technology controls, including security, to ensure that they adhere to these standards, when available. **Cybersecurity Governance** Cybersecurity is an integral part of our risk management processes and a significant area of focus for the Board of Directors and management team. The Audit Committee is responsible for the cybersecurity component of our IT operations. | ITEM 2. | PROPERTIES. | | **** We lease our principal executive offices and global headquarters at 17301 Melford Blvd, Bowie, Maryland 20715. In addition, we lease office spaces in Bowie, Maryland; Los Angeles, California; Antwerp, Belgium; St Albans, England; and India (Noida and Bangalore), from which we operate our current business. The Company believes its existing facilities and equipment, which are used by all reportable segments, are in good operating condition and are suitable for the conduct of its business. | 27 | | | ITEM 3. | LEGAL PROCEEDINGS. | | **** We have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental to our business. Certain of the claims that have been made against us allege, among other things, breach of contract or breach of express and implied warranties with regard to our products. Although litigation is inherently uncertain, and we believe we are insured against many such instances, based on past experience and the information currently available, management does not believe that any currently pending and threatened litigation or claims will have a material adverse effect on our financial position, liquidity or results of operations. However, future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our financial position, liquidity or results of operations in any future reporting periods. In August 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blinks former Chairman of the Board and Chief Executive Officer), and Michael Rama (Blinks Chief Financial Officer) (the Bush Lawsuit). In September 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages. Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021. The Amended Complaint alleged, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint. In November 2023, the court dismissed Co-Lead Plaintiffs claims relating to the size of Blinks charging network and denied the remainder of the motion to dismiss. Following a mediation in April 2024, the parties agreed to the terms of a settlement in which the Defendants agreed to pay $3,750 (inclusive of attorneys fees and administrative costs) in exchange for the dismissal with prejudice of all claims. On October 21, 2024, the Court held a final settlement hearing, approved the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case. The full settlement amount has been paid by the Companys Directors and Officers insurance policies. 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 Blinks Board of Directors and Michael Rama (the Klein Lawsuit). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make the statements at issue in the securities class action and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of 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 Companys nomination, appointment and hiring of minorities and women and the Companys 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 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 Blinks Board of Directors and Michael Rama (the McCauley Lawsuit). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit. Following a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the Settlement) dated June 26, 2025. The Settlement resolves 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(the Fee and Expense Award), which the Companys insurance carriers have paid. On 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. On December 4, 2025, plaintiffs in the Florida Action filed a notice of voluntary dismissal with prejudice and the case was closed. 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 NEXTs petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025, the Arbitrator issued an interim award which requires the Company to provide an accounting within 90 days applying the Arbitrators determinations regarding the Commission Agreement. The Company anticipates that the accounting will result in a final award of less than $100 with an ongoing obligation to pay a de minimis monthly amount that is expected to decline to zero over time. The Arbitrator denied the Companys claim for injunctive relief. The Arbitrator declined to award attorneys fees to either party. In January 2026, the Company received a letter from the law firm Kaliel Gold PLLC dated November 19, 2025 notifying that the law firm intended to initiate consumer arbitrations before the American Arbitration Association on behalf of approximately 230 people. According to Kaliel Gold PLLCs letter, the Company allegedly fails to disclose certain third-party fees and the price of its charging services. The Company has recently commenced an investigation and has not yet made any assessment as to whether the Company has engaged in any of the challenged activities. The Company is unaware of any proceedings, arbitration or otherwise, that have actually been commenced. As the Company has only recently learned of these potential claims, the Company cannot yet determine the potential exposure of the Company, the validity of the allegations or whether the allegations rise to the level of materiality. | ITEM 4. | MINE SAFETY DISCLOSURES. | | **** Not applicable. | 28 | | **** **PART II** **** | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | | **** **Market Information** Our shares of common stock are traded on The Nasdaq Capital Market under the symbol BLNK. **Security Holders** **** As of March 27, 2026, we had approximately 451 stockholders of record and a greater number of beneficial holders for whom shares are held in a nominee or street name. The closing price of our common stock on March 27, 2026, was $0.54 per share, as reported by The Nasdaq Capital Market. **Recent Sales of Unregistered Securities** **** None. **Issuer Purchases of Equity Securities** **** None. **Dividend Policy** **** We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, general business conditions, contractual limitations and other factors that our Board may deem relevant. | 29 | | **** **Stock Performance Graph** *The following shall not be deemed filed for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of the Companys other public filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such filing.* The following stock performance graph compares the cumulative total stockholder return of the Companys common stock with the cumulative total return of the S&P 500 index and the Russell 2000 index for the last five fiscal years. The graph assumes the investment of $100 in our common stock and each of such indices on December 31, 2020 and the reinvestment of dividends, as applicable. * | ITEM 6. | [RESERVED] | | **** | 30 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | | **** The following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 9, 2025. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See Forward-Looking Statements.* *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, and 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. Blinks principal line of products and services is its Blink Network and Blink EV charging equipment and other EV-related services. The Blink Network 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 Network provides 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 Network also provides 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 three 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 Network. 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 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 Network. In this model, since the Property Partner 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 Network, 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 car-sharing and ride-sharing programs through our wholly owned subsidiary, Envoy Mobility. These programs allow customers to share electric vehicles through subscription services and charge those cars through our charging stations. As of December 31, 2025, there were approximately 66,350 chargers connected to the Blink networks. Of those, approximately 58,850 were Level 2 commercial chargers and approximately 1,920 DCFC were commercial chargers, Included on Blink networks are approximately 8,250 chargers owned by us. Another estimated 23,450 units were non-networked, on other networks, international sales, or deployments. | 31 | | During the year ended December 31, 2025, the Company sold an aggregate of681,330shares 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.During the year ended December 31, 2024, the Company sold an aggregate of8,970,010shares of common stock under an at-the-market equity offering program for aggregate gross proceeds of $27,004, less issuance costs of $608which were recorded as a reduction to additional paid-in capital. In December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of common stock at a public offering price of $0.75 per share. The Company received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses of $1,474, which were recorded as a reduction to additional paid-in capital, for net proceeds of $18,526. In the aggregate, the Company received total gross proceeds of $20,909 from shares issued under the at-the-market program and the public offering during the year ended December 31, 2025, less total issuance costs of $1,492, for total net proceeds of $19,417. **** **Recent Developments** **** **Envoy Technologies, Inc.** On August 4, 2025, the Companys wholly owned subsidiary, Envoy Technologies, Inc. (Envoy Technologies), entered into Amendment No. 4 (the Fourth Amendment) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy Technologies, Envoy Mobility, Inc. (Mobility and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equity holders agent (as previously amended, the Merger Agreement). Pursuant to the Fourth Amendment, the sole remaining payment obligation to 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 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, with outstanding unexercised warrants expiring twenty months after their issuance. During the three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Companys 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 11 - 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. On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059 shares of common stock that may be offered for resale or otherwise disposed of by selling stockholders. The shares offered for resale under the registration statement consisted 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 Companys acquisition of Envoy Technologies pursuant to the Merger Agreement. The Company was responsible for 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 became effective in November 27, 2025. **Acquisition** **** ****On July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc. (Zemetric), a Silicon Valleybased provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations. The consideration for the acquisition includes cash, the Companys restricted stock and performance-based earnout. Following the transaction, Zemetrics founder, Harmeet Singh, became the Companys Chief Technology Officer. During the year ended December 31, 2025, the Company issued 189,892 shares of the Companys common stock upon achievement of a specified earn-out milestone. | 32 | | **** **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).While the Tax Reform Act of 2025 introduces significant U.S. income tax provisions, given the Companys ongoing losses and historical NOLs, the Company does not anticipate significant change to its U.S. federal cash tax payments, until it reaches profitability. Therefore, the Tax Reform Act of 2025 does not have material impact on the Companys consolidated financial statements, with exception of the related disclosures to the valuation allowance for the deferred tax assets recorded in the consolidated financial statements as of December 31, 2025. **BlinkForward Initiative** In May 2025, we announced the BlinkForward Initiative strategic restructuring plan, aimed accelerating the Companys path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce from 513 to approximately 320 as of the filing of this Annual Report, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for our EV hardware, to reduce overhead expenses and focus on our intellectual property and customer experience efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. Additionally, we focused on expansion of our DC Fast Charging network through deployment of high-speed chargers in strategic, high-utilization locations. As a part of this focus, we launched a capital raise process and completed an underwritten registered public offering of 26,666,666 shares of common stock at a public offering price of $0.75 per share, raising gross proceeds of $20,000, less underwriting discounts and offering expenses of $1,474, for net proceeds of $18,526, in December 2025. As a part of the BlinkForward Initiative announced in May 2025, the Company shifted to contract manufacturing for its EV hardware, to focus on Blinks intellectual property and service, while reducing overhead. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. In connection with the transition, in January 2026 the Company entered into a sublease of its former manufacturing facility located in Bowie, Maryland through March 2031. **** **Product and Service Offerings** **** We provide electrical vehicle (EV) charging equipment, software, and related services to Property Partners and EV drivers. **EV Charging Solutions** **** | | Level 2 Charging Equipment.We offer a wide range of Level 2 (AC) EV charging equipment, for commercial, residential, and public locations. Our Level 2 chargers support the J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector used in Europe. | | ** | Our commercial Level 2 chargers consist of the EQ product family in Europe and the United Kingdom and the Series 7, Series 8, and Series 10 product families in North America. We also offer the Shasta charger, a next-generation Level 2 platform designed to support ISO 15118 and Plug & Charge functionality. Certain Level 2 chargers offer optional cable management systems and connectivity to the Blink Network. Level 2 charging stations typically provide a full vehicle charge in approximately five to ten hours and are commonly deployed at workplaces, multifamily residential properties, retail and hospitality locations, parking facilities, such as those operated by municipalities, educational campuses, healthcare facilities, and airports. | | | | International Products.We offer Level 2 AC and DC charging products for international markets, including residential, workplace, retail, parking, hospitality, and fleet applications. These products are available with the Type 2, GBT, and CCS2 connectors and include Blink branded chargers and other hardware sourced or configured to meet regional and customer specific requirements. | | | | DC Fast Charging (DCFC).We offer a complete line of DC Fast Charging equipment that ranges from 30kW to 600kW. Our DCFC products support NACS, CCS1, CHAdeMO connectors and are capable of producing up to an 80% battery charge in less than 30 minutes, depending on vehicle and conditions. DC fast charging stations typically require greater electrical infrastructure than Level 2 chargers and are deployed in high-traffic urban locations and along long-distance travel corridors. Our DCFC portfolio includes both all-in-one chargers and distributed cabinet and dispenser systems. | | | | Blink Network. The Blink Network is a cloud-based software platform that supports the operation and management of EV charging stations. The platform enables remote monitoring, management, payment processing, customer support, load management, roaming, reporting, and other network services. | | | | Blink Charging Mobile App. We offer Blink Charging Mobile Apps for iOS and Android devices that allow EV drivers to locate charging stations, view charger availability and charging speeds, initiate and pay for charging sessions, and manage their charging activity. | | | | Energy Management and Fleet Management. We offer energy management and fleet focused software solutions designed to help commercial, municipal, and other fleet operators manage charging operations and optimize energy usage and costs. These solutions may be deployed as standalone offerings or integrated with existing fleet and charging management systems. | | **** | 33 | | **** **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, the customer experience, and the installed bases 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 electric 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 electric vehicles, 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 and future regulation requiring increased use of zero emissions 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 managements 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 the operations would be negatively impacted. | 34 | | **** **Liquidity, Capital Resources, and Going Concern** As of December 31, 2025, the Company had cash and cash equivalents of $39,568 compared to $41,774 in cash and cash equivalents and $13,630 in marketable securities as of December 31, 2024, representing a decrease of $15,836 in available liquidity due to ongoing operating losses and working capital requirements. In May 2025, we announced the BlinkForward Initiative a strategic restructuring plan aimed at accelerating the Companys path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce from 513 to approximately 320 as of the filing of this Annual Report, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for our EV hardware to reduce overhead expenses and focus on our intellectual property and customer support efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. As of December 31, 2025, we had cash and cash equivalents, working capital and an accumulated deficit of $39,568, $25,846 and $822,426, respectively. During the year ended December 31, 2025, we generated a net loss of $83,385. In December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $0.75 per share. We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses of $1,474, for net proceeds of $18,526. The public offering was made pursuant to our registration statement on Form S-1 filed with the SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement agents in connection with the offering. During the year ended December 31, 2025, the Company sold an aggregate of681,330shares 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. We have not yet achieved profitability and expect to continue to incur cash outflows from operations. While the BlinkForward Initiative substantially decreased our operating expenses and cash burn, we still need to generate substantial product revenues in the near future to achieve profitability, even as our repeat and recurring revenue from network and charging fees continues to grow. Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the future. We expect that our cash on hand will fund our operations for at least 12 months after the issuance date of the financial statements included in this Annual Report. Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our EV charging development initiatives or attain profitable operations. | 35 | | **** **Results of Operations** **** **Year Ended December 31, 2025 Compared Year Ended December 31, 2024** | | | For The Years Ended | | | | | | | | | | | | December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | Difference $ | | | Difference % | | | | | | | | | | | | | | | | | | | Revenues: | | | | | | | | | | | | | | | | | | | Product sales | | $ | 46,961 | | | $ | 81,703 | | | $ | (34,742 | ) | | | -43 | % | | | Charging service revenue | | | 32,285 | | | | 21,445 | | | | 10,840 | | | | 51 | % | | | Network fees | | | 12,200 | | | | 7,952 | | | | 4,248 | | | | 53 | % | | | Warranty | | | 3,842 | | | | 5,687 | | | | (1,845 | ) | | | -32 | % | | | Grant and rebate | | | 310 | | | | 1,048 | | | | (738 | ) | | | -70 | % | | | Car-sharing services | | | 4,809 | | | | 4,667 | | | | 142 | | | | 3 | % | | | Other | | | 3,113 | | | | 1,535 | | | | 1,578 | | | | 103 | % | | | Total Revenues | | | 103,520 | | | | 124,037 | | | | (20,517 | ) | | | -17 | % | | | | | | | | | | | | | | | | | | | | | | Cost of Revenues: | | | | | | | | | | | | | | | | | | | Cost of product sales | | | 41,715 | | | | 55,796 | | | | (14,081 | ) | | | -25 | % | | | Cost of charging services | | | 4,524 | | | | 2,613 | | | | 1,911 | | | | 73 | % | | | Host provider fees | | | 17,665 | | | | 12,870 | | | | 4,795 | | | | 37 | % | | | Network costs | | | 2,254 | | | | 2,399 | | | | (145 | ) | | | -6 | % | | | Warranty and repairs and maintenance | | | 3,538 | | | | 2,602 | | | | 936 | | | | 36 | % | | | Car-sharing services | | | 4,266 | | | | 4,469 | | | | (203 | ) | | | -5 | % | | | Depreciation and amortization | | | 4,055 | | | | 5,643 | | | | (1,588 | ) | | | -28 | % | | | Total Cost of Revenues | | | 78,017 | | | | 86,392 | | | | (8,375 | ) | | | -10 | % | | | Gross Profit | | | 25,503 | | | | 37,645 | | | | (12,142 | ) | | | -32 | % | | | | | | | | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | | | | | | | | | Compensation | | | 49,478 | | | | 58,665 | | | | (9,187 | ) | | | -16 | % | | | General and administrative expenses | | | 29,349 | | | | 31,887 | | | | (2,538 | ) | | | -8 | % | | | Other operating expenses | | | 21,355 | | | | 20,391 | | | | 964 | | | | 5 | % | | | Change in fair value of consideration payable and earn-out liabilities | | | (9,238 | ) | | | 2,910 | | | | (12,148 | ) | | | -417 | % | | | Impairment of goodwill | | | 17,897 | | | | 126,984 | | | | (109,087 | ) | | | -86 | % | | | Impairment of intangible assets | | | 762 | | | | - | | | | 762 | | | | 100 | % | | | Total Operating Expenses | | | 109,603 | | | | 240,837 | | | | (131,234 | ) | | | -54 | % | | | Loss From Operations | | | (84,100 | ) | | | (203,192 | ) | | | 119,092 | | | | -59 | % | | | | | | | | | | | | | | | | | | | | | | Other Income (Expense): | | | | | | | | | | | | | | | | | | | Interest income (expense) | | | 19 | | | | (431 | ) | | | 450 | | | | -104 | % | | | Dividend and interest income | | | 1,021 | | | | 2,935 | | | | (1,914 | ) | | | -65 | % | | | Gain (loss) on extinguishment of notes payable | | | - | | | | 36 | | | | (36 | ) | | | -100 | % | | | Change in fair value of derivatives and other accrued liabilities | | | (8 | ) | | | (10 | ) | | | 2 | | | | -20 | % | | | Total Other Income (Expense) | | | 1,032 | | | | 2,530 | | | | (1,498 | ) | | | -59 | % | | | Loss Before Income Taxes | | $ | (83,068 | ) | | $ | (200,662 | ) | | $ | 117,594 | | | | -59 | % | | | Provision for income taxes | | | (317 | ) | | | (656 | ) | | | 339 | | | | -52 | % | | | Net Loss | | $ | (83,385 | ) | | $ | (201,318 | ) | | $ | 117,933 | | | | -59 | % | | **** | 36 | | **** *Revenues* Total revenue for the year ended December 31, 2025 was $103,520 compared to $124,037 for the year ended December 31, 2024, a decrease of $20,517, or 17%. Revenue from product sales was $46,961 for the year ended December 31, 2025 compared to $81,703 for the year ended December 31, 2024, a decrease of $34,742 or 43%. This decrease was attributable to decreased unit sales due to the market demands and the product mix of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2024. Charging service revenue was $32,285 for the year ended December 31, 2025 compared to $21,445 for the year ended December 31, 2024, an increase of $10,840, or 51%. The increase is due to the increase in utilization of chargers and an increased number of chargers on the Blink Network. Network fee revenue was $12,200 for the year ended December 31, 2025 compared to $7,952 for the year ended December 31, 2024 an increase of $4,248, or 53%. The increase was attributable to increases in host owned units during the year ended December 31, 2025, as compared to the year ended December 31, 2024. Warranty revenue was $3,842 for the year ended December 31, 2025 compared to $5,687 for the year ended December 31, 2024, a decrease of $1,845, or 32%. The decrease was primarily attributable to a change in how extended warranty contracts are sold. As the Company shifted to procuring outsourced extended warranty contracts, this change resulted in a modification in the way warranty revenue was recognized, from a gross revenue basis to a net revenue basis. As of December 31, 2025, we recorded a liability of $263 which represents the estimated cost of existing backlog of warranty cases. *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 year ended December 31, 2025 were $78,017 as compared to $86,392 for the year ended December 31, 2024, a decrease of $8,375 or 10%. There is a degree of variability in our costs in relation 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. | | | 37 | | Cost of product sales decreased by $14,081, or 25%, to $41,715 for the year ended December 31, 2025, compared to $55,796 for the year ended December 31, 2024. The decrease was primarily due to the decrease in product sales of commercial chargers, DC fast chargers and home residential chargers during the year ended December 31, 2025 compared to the same period in 2024. This cost of products decrease was moderated by inventory impairment non-cash charges in the amount of $2,378 recognized during 2025 in connection with a strategic reevaluation of our chargers portfolio. This non-cash write-off tempered the impact of a more significant underlying reduction in our direct cost of goods sold, which was driven by our reduced product sales. Cost of charging services (electricity reimbursements) increased by $1,911, or 73%, to $4,524 for the year ended December 31, 2025, compared to $2,613 for the year ended December 31, 2024. The increase in 2025 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement. Host provider fees increased by $4,795, or 37%, to $17,665 during the year ended December 31, 2025, compared to $12,870 during the year ended December 31, 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 by $145, or 6%, to $2,254 for the year ended December 31, 2025, compared to $2,399 for the year ended December 31, 2024. The decrease was a result of the change to the more cost-effective provider of the network facility. Warranty and repairs and maintenance costs increased by $936, or 36%, to $3,538 for the year ended December 31, 2025, compared to $2,602 for the year ended December 31, 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. As of December 31, 2025, we recorded a liability of $263which represents the estimated cost of existing backlog of known warranty cases. Depreciation and amortization expense decreased by $1,588, or 28%, to $4,055 for the year ended December 31, 2025, compared to $5,643 for the year ended December 31, 2024. The decrease in depreciation expense was attributable to an increase in grant funding 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 $9,187, or 16%, to $49,478 (consisting of approximately $46,714 of cash compensation and approximately $2,764 of non-cash compensation) for the year ended December 31, 2025 compared to $58,665 (consisting of approximately $55,140 of cash compensation and approximately $3,525 of non-cash compensation) for the year ended December 31, 2024. The decrease in compensation expense for the year ended December 31, 2025 compared to the same period in 2024 was primarily related to decreases in personnel and compensation across all of the departments as a result of the BlinkForward Initiative, and the cost savings and synergies realized. General and administrative expenses decreased by $2,538, or 8%, from $31,887 for the year ended December 31, 2024 to $29,349 for the year ended December 31, 2025. The decrease was primarily attributable to the reduction in external professional services as part of the BlinkForward Initiative noted above, partially offset by an additional provision for doubtful accounts and the expense in bad debt. Other operating expenses increased by $964, or 5%, from $20,391 for the year ended December 31, 2024 to $21,355 for the year ended December 31, 2025. The increase was primarily attributable to higher software related expenses. Change in fair value of consideration payable decreased by $12,148 due to the gain on settlement of the liability in the 2025 period. During the year ended December 31, 2025, in connection with performing our annual impairment analysis of our goodwill and intangible assets and determined that the fair value of our reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $17,897 related to goodwilland $762 related to intangible assets during the year ended December 31, 2025compared to a goodwill impairment charge of $126,984 during the year ended December 31, 2024. ** *Other Income (Expense)* Other income (expense) decreased by $1,498 from $2,530 for the year ended December 31, 2024 to $1,032 for the year ended December 31, 2025. The decrease in other income (expense) was primarily attributable to a decrease in dividend and interest income of $1,914 and a favorable change of $450 in interest income (expense). ** *Provision For Income Taxes* Provision for income taxes was $317 during the year ended December 31, 2025, as compared to $656 during the year ended December 31, 2024. The Companys statutory federal income tax rate for 2025 and 2024 was 21%. The Companys effective tax rate for 2025 and 2024 was approximately 0.4%. The decrease in the provision for income taxes and the effective tax rate was related to subsidiaries in certain jurisdictions that generated less net income during the year ended December 31, 2025 as compared to the 2024 period. ** *Net Loss* Our net loss for the year ended December 31, 2025 decreased by $117,933, or 59%, to $83,385 as compared to $201,318 for the year ended December 31, 2024. The decrease was primarily attributable to a decrease in goodwill impairment and additional decreases in compensation and general and administrative expenses, following the execution of the BlinkForward program the year ended December 31, 2025 ** *Total Comprehensive Loss* Our total comprehensive loss for the year ended December 31, 2025 was $86,271 whereas our total comprehensive loss for the year ended December 31, 2024 was $204,627, a decrease of $118,356 for the same reasons as noted above related to the decrease in our net loss. | 38 | | **** **Liquidity and Capital Resources** **** We measure our liquidity in a number of ways, including the following: | | | December 31, | | | | | | 2025 | | | 2024 | | | | Cash and Cash Equivalents | | $ | 39,568 | | | $ | 41,774 | | | | | | | | | | | | | | | Marketable Securities | | $ | - | | | $ | 13,630 | | | | | | | | | | | | | | | Working Capital | | $ | 25,846 | | | $ | 80,012 | | | | | | | | | | | | | | | Notes Payable | | $ | 265 | | | $ | 265 | | | During the years ended December 31, 2025 and 2024, we financed our activities from proceeds derived from equity financings which were raised 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 years ended December 31, 2025 and 2024, we used cash of $30,857 and $48,291, respectively, in our operations. Our cash used for the year ended December 31, 2025 was primarily attributable to our net loss of $83,385, which was reduced by net non-cash expenses in the aggregate amount of $39,694, and by $12,834 of net cash used in changes in the levels of operating assets and liabilities. Our cash used for the year ended December 31, 2024 was primarily attributable to our net loss of $201,318, which was reduced by net non-cash expenses in the aggregate amount of $157,523, and by $4,496 of net cash used in changes in the levels of operating assets and liabilities During the year ended December 31, 2025, net cash provided by investing activities was $8,544, of which $13,630 was provided by the sale of marketable securities and $223 was provided by the sale of an equity method investment, $4,811 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 $9,708 of which was used to purchase charging stations and other fixed assets. During the year ended December 31, 2024, net cash provided by investing activities was $5,277, of which, $8,617 was used to purchase charging stations and other fixed assets, offset by $3,425 related to sale of the office building, $1,129 was provided by proceeds from government grants, $1,160 was used in the purchase of marketable securities and $10,500 was provided by the sale of marketable securities. During the year ended December 31, 2025, cash provided by financing activities was $19,267, of which, $36 was used to pay down our liability in connection with a finance lease, repayment of notes payable of $114 and offset by $19,417 provided by offering proceeds related to the sale of common stock. During the year ended December 31, 2024, net cash used in financing activities was $12,419, of which $26,396 was attributable to the net proceeds from the sale of common stock from the public offering, $37,881 was used to pay down notes payable, $596 was used to pay down our finance lease liability and $338 was used to pay down our liability in connection with internal use software. As of December 31, 2025, the Company had cash and cash equivalents of $39,568 compared to $41,774 in cash and cash equivalents and $13,630 in marketable securities as of December 31, 2024, representing a decrease of $15,836 in available liquidity due to ongoing operating losses, working capital requirements, and limited cash inflows from operations. The Company has no agreements, commitments, or understandings with respect to any financing alternatives. Any equity issuance would be dilutive to stockholders. **** In December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $0.75 per share. We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses of $1,474, for net proceeds of $18,526. The public offering was made pursuant to our registration statement on Form S-1 filed with the SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement agents in connection with the offering. During the year ended December 31, 2025, the Company sold an aggregate of681,330shares 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. | 39 | | **** **Contractual Obligations and Commitments** We have operating and finance lease obligations over the next five years of approximately $7,691. 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. *Goodwill Impairment* Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired companys tangible and identifiable intangible assets and liabilities. Goodwill is evaluated for impairment on November 1 of each year or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting units carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company tests goodwill for impairment at the reporting unit level. The Company identifies the Companys reporting units by assessing whether the components of the Company constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. The Companys goodwill is contained in the Legacy Blink reporting unit resulting from the acquisition of Zemetric in July 2025 and the Mobility reporting unit resulting from the acquisition of Envoy Technologies. The Company determines fair value through multiple valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals and weighs the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. Reporting unit fair value estimates include significant assumptions such as: revenue growth rates, operating margins, estimated royalty rates, company-specific risk premiums used in the weighted-average cost of capital, and certain multiples, which are affected by expectations about future market or economic conditions. The Company performs sensitivity analyses on significant assumptions to evaluate how changes in the estimated fair values of reporting units respond to changes in assumptions, specifically the revenue growth rates and the weighted-average cost of capital.The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment. Material changes in these estimates, such as our weighted average cost of capital, could occur and result in additional impairment in future periods. Further, as part of its annual impairment test, the Company determined that the Mobility reporting units carrying value exceeded the estimated fair value. Consequently, the Company recognized an additional goodwill impairment charge of $17,897 during the year ended December 31, 2025. **** **Recently Issued Accounting Standards** For a description of our recently issued accounting standards, see Note 2 Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in this Annual Report. | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | | **** *Foreign Currency Risk* ** We have foreign currency risks related to its revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro, Indian Rupee and Great British Pound, causing both its revenue and its 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 December 31, 2025. As our foreign operations expand, its results may be more materially impacted by fluctuations in the exchange rates of the currencies in which they do business. At this time, we do not enter into financial instruments to hedge its foreign currency exchange risk. | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | | **** The financial statements required by this Item 8 are included in this Annual Report beginning on page F-1. | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | | **** None. | 40 | | | ITEM 9A. | CONTROLS AND PROCEDURES. | | **** **Disclosure Controls and Procedures** Management, with participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, the CEO and CFO concluded that as a result of the material weakness in internal control over financial reporting as described below in Managements Annual Report on Internal Controls Over Financial Reporting, the Companys disclosure controls and procedures were ineffective as of December 31, 2025. **Managements Annual Report on Internal Control Over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Policies (U.S. GAAP). Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework (2013 framework), management of the Company under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on our assessment under the framework in Internal Control - Integrated Framework (2013) issued by COSO, management concluded that the Companys internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following material weakness identified: The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Companys financial reporting processes. This material weakness creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiency above represents a material weakness in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2025. Management has been actively engaged in developing and implementing remediation plans to address the material weakness, as described in the section below. The Companys independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial reporting, has issued an adverse opinion on the effectiveness of the Companys internal control over financial reporting as of December 31, 2025, as stated in its report. Following the identification of the material weakness and prior to filing this Annual Report on Form 10-K, we performed additional analyses and other procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S. GAAP. Our CEO and CFO have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report. **Remediation Plan and Status** **** During 2025 and continuing into 2026, we continued to make progress on the remediation plans to address previously identified material weaknesses. The Company continues to remediate the remaining material weakness outlined above. The remediation measures are ongoing and include the following: | | | Establishing a change process to control access to accounts that can make changes directly to production infrastructure and ensuring the changes made are reviewed post-production; | | | | | Reviewing the use cases for administrative accounts to ensure they are restricted to appropriate users without change management access (i.e. development, migration, etc.); | | | | | Identifying and implementing key controls to address design gaps within the Companys control environment, particularly for the in-scope business processes; | | | | | Establishing a structured controls testing program to continuously monitor the design and operating effectiveness of key controls. | | Management believes that these remediation actions, when fully implemented and tested, will remediate the material weakness that has been identified and will strengthen internal controls over financial reporting. However, remediation efforts are ongoing, and additional remediation initiatives may be necessary to fully remediate. Additionally, Management will be establishing an internal controls team to assist the Company effectively achieve internal controls compliance and provide internal controls training to key control owners. The Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the remediation process. **Changes in Internal Control Over Financial Reporting** **** Except as described above, there were no changes in the Companys internal control over the financial reporting during the quarter ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. | 41 | | **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors and Stockholders Blink Charging Co. **Opinion on internal control over financial reporting** We have audited the internal control over financial reporting of Blink Charging Co. (a Nevada corporation) and subsidiaries (the Company) as of December 31, 2025, based on criteria established in the 2013 *Internal ControlIntegrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 *Internal ControlIntegrated Framework* issued by COSO. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in managements assessment. The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Companys financial reporting processes. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 31, 2026 which expressed an unqualified opinion on those financial statements. **** **Basis for opinion** The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. **Definition and limitations of internal control over financial reporting** A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Tampa, Florida March 31, 2026 | ITEM 9B. | OTHER INFORMATION. | | During the fiscal quarter ended December 31, 2025, none of the Companys directors or officersadopted,modified, orterminateda Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K. | ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | **** Not applicable. | 42 | | **PART III** | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. | | Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is available on the investor information page of our website, located athttps://www.blinkcharging.com*,* and in print to any stockholder who requests it. Any waiver or amendment to the code will be posted on our website. We have aninsider trading policygoverning the purchase, sale and other dispositions of the Companys securities that applies to all personnel of the Company and its subsidiaries, including directors, officers and employees and other covered persons, as well as the Company itself. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Companys insider trading policy is filed as Exhibit 19.1 to this Annual Report. | ITEM 11. | EXECUTIVE COMPENSATION. | | Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | | Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. | | Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. | 43 | | **** **PART IV** | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | | | | (a)(3) | EXHIBITS | | | | | | Incorporated by Reference | | Filed or Furnished | | | Exhibit Number | | Exhibit Description | | Form | Exhibit | | Filing Date | | Herewith | | | 2.4 | | Agreement and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy Technologies, Inc., and Fortis Advisors LLC (as Equityholders Agent) (the Envoy Merger Agreement) | | 8-K | 2.1 | | 04/24/2023 | | | | | 2.6 | | Amendment No. 1 to the Envoy Merger Agreement, dated as of March 10, 2025 | | 8-K | 2.1 | | 03/14/2025 | | | | | 2.7 | | Amendment No. 2 to the Envoy Merger Agreement, dated as of April 4, 2025 | | 8-K | 2.1 | | 04/09/2025 | | | | | 2.8 | | Amendment No. 3 to the Envoy Merger Agreement, dated as of May 16, 2025 | | 8-K | 2.1 | | 05/21/2025 | | | | | 2.9 | | Amendment No. 4 to the Envoy Merger Agreement, dated as of August 4, 2025 | | 8-K | 2.1 | | 08/06/2025 | | | | | 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 | | | | | 4.3 | | Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | 10-K | 4.3 | | 04/02/2020 | | | | | 4.4 | | 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 | | | | | 4.5 | | Form of Placement Agent Common Stock Purchase Warrant for December 2025 Public Offering | | 8-K | 4.1 | | 12/12/2025 | | | | | 10.14* | | 2018 Incentive Compensation Plan | | Proxy | - | | 08/14/2018 | | | | | 10.29 | | Sales Agreement, dated September 2, 2022, between Blink Charging Co. and the Sales Agents | | 8-K | 10.1 | | 09/02/2022 | | | | | 10.32* | | Amendment to Blink Charging Co. 2018 Incentive Compensation Plan | | 14A | A | | 06/14/2023 | | | | | 10.33* | | Separation and General Release Agreement, dated as of June 20, 2023, between Blink Charging Co. and Michael D. Farkas | | 8-K | 10.1 | | 06/23/2023 | | | | | 10.34* | | Employment Offer Letter, dated October 30, 2023, between Blink Charging Co. and Harjinder Bhade | | 8-K | 10.1 | | 11/03/2023 | | | | | 10.35 | | Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co. and the Agents | | 8-K | 10.1 | | 11/22/2023 | | | | | 10.37* | | Chief Executive Officer Employment Agreement, dated January 23, 2025, between Michael Battaglia and Blink Charging Co. | | 8-K | 10.1 | | 01/28/2025 | | | | | 10.39* | | Executive Employment Agreement, dated May 29, 2025, between Blink Charging Co. and Michael Bercovich | | 8-K | 10.1 | | 06/04/2025 | | | | | 10.40* | | Amendment, dated as of June 2, 2025, between Blink Charging Co. and Michael Bercovich | | 8-K | 10.2 | | 06/04/2025 | | | | | 10.41 | | Form of Securities Purchase Agreement for December 2025 Public Offering | | 8-K | 10.1 | | 12/12/2025 | | | | | 10.42* | | Separation Agreement and General Release, dated as of February 3, 2026, by and between Blink Charging Co. and Aviv Hillo | | 8-K | 10.1 | | 02/05/2026 | | | | | 19.1 | | Insider Trading Policy | | | | | | | X | | | 21.1 | | Subsidiaries of the Registrant | | | | | | | X | | | 23.1 | | Consent of Grant Thornton LLP | | | | | | | X | | | 23.2 | | Consent of Marcum LLP | | | | | | | X | | | 31.1 | | Rule 13a-14(a) Certification of Principal Executive Officer | | | | | | | X | | | 31.2 | | Rule 13a-14(a) Certification of Principal Financial Officer | | | | | | | X | | | 32.1** | | Section 1350 Certification of Principal Executive Officer | | | | | | | X | | | 32.2** | | Section 1350 Certification of Principal Financial Officer | | | | | | | X | | | 101.INS | | XBRL Instance. | | | | | | | X | | | 101.XSD | | XBRL Schema. | | | | | | | X | | | 101.PRE | | XBRL Presentation. | | | | | | | X | | | 101.CAL | | XBRL Calculation. | | | | | | | X | | | 101.DEF | | XBRL Definition. | | | | | | | X | | | 101.LAB | | XBRL Label. | | | | | | | X | | | * | Indicates a management contract or compensatory plan or arrangement. | | | ** | 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. | | | ITEM 16. | FORM 10-K SUMMARY. | | None. | 44 | | **SIGNATURES** **** Pursuant to the requirements of Section 13 or 15(d) 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. | | BLINK CHARGING CO. | | | | | | | | Date: March 31, 2026 | By: | /s/ Michael Battaglia | | | | | Michael Battaglia | | | | | President and Chief Executive Officer | | | Date: March 31, 2026 | By: | /s/ Michael Bercovich | | | | | Michael Bercovich | | | | | Chief Financial Officer | | **** Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Michael Battaglia | | President, Chief Executive Officer and Director | | March 31, 2026 | | | Michael Battaglia | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Michael Bercovich | | Chief Financial Officer | | March 31, 2026 | | | Michael Bercovich | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Ritsaart J.M. van Montfrans | | Chairman of the Board | | March 31, 2026 | | | Ritsaart J.M. van Montfrans | | | | | | | | | | | | | | /s/ Martha Crawford | | Director | | March 31, 2026 | | | Martha Crawford | | | | | | | | | | | | | | /s/ Jack Levine | | Director | | March 31, 2026 | | | Jack Levine | | | | | | | 45 | | **BLINK CHARGING CO.** **** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** **** | | Page | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 248) | F-2 | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) | F-3 | | | | | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | | | | | | | Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 | F-5 | | | | | | | Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023 | F-6 | | | | | | | Consolidated Statement of Changes in Stockholders Equity for the Year Ended December 31, 2025 | F-7 | | | | | | | Consolidated Statement of Changes in Stockholders Equity for the Year Ended December 31, 2024 | F-8 | | | | | | | Consolidated Statement of Changes in Stockholders Equity for the Year Ended December 31, 2023 | F-9 | | | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | F-10 | | | | | | | Notes to Consolidated Financial Statements | F-12 | | | F-1 | | **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors and Stockholders Blink Charging Co. **Opinion on the financial statements** We have audited the accompanying consolidated balance sheets of Blink Charging Co. (a Nevada corporation) and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Companys internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 *Internal ControlIntegrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 31, 2026 expressed an adverse opinion. **Basis for opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical audit matters** Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Companys auditor since 2024. Tampa, Florida March 31, 2026 **** | F-2 | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders and Board of Directors of Blink Charging Co. **Opinion on the Financial Statements** We have audited the accompanying consolidated statements of operations, comprehensive loss, changes in stockholders equity and cash flows of Blink Charging Co. and subsidiaries (the Company) for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the results of its operations and its cash flows for the year ended December 31, 2023, are in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We served as the Companys auditor from 2014 to 2024. **** New York, NY March 18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18 (not presented herein) to the consolidated financial statements appearing under Item 8 on the Companys 2024 annual report on Form 10-K, as to which the date is April 4, 2025 | F-3 | | **** **BLINK CHARGING CO.** **** **Consolidated Balance Sheets** **(in thousands, except for share amounts)** **** | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Assets | | | | | | | | | | | Current Assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 39,568 | | | $ | 41,774 | | | | Marketable securities | | | - | | | | 13,630 | | | | Accounts receivable, net | | | 29,532 | | | | 42,072 | | | | Inventory | | | 14,153 | | | | 36,608 | | | | Prepaid expenses and other current assets | | | 6,065 | | | | 5,396 | | | | Total Current Assets | | | 89,318 | | | | 139,480 | | | | Restricted cash | | | 89 | | | | 78 | | | | Property and equipment, net | | | 42,691 | | | | 37,381 | | | | Operating lease right-of-use asset | | | 6,331 | | | | 9,212 | | | | Intangible assets, net | | | 6,634 | | | | 10,388 | | | | Goodwill | | | 1,742 | | | | 17,897 | | | | Other assets | | | 648 | | | | 590 | | | | Total Assets | | $ | 147,453 | | | $ | 215,026 | | | | Liabilities and Stockholders Equity | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable, accrued expenses and other current liabilities | | $ | 47,242 | | | $ | 38,875 | | | | Current portion of earn-out liabilities | | | 1,005 | | | | - | | | | Notes payable | | | 265 | | | | 265 | | | | Current portion of operating lease liabilities | | | 2,781 | | | | 3,216 | | | | Current portion of financing lease liabilities | | | 42 | | | | 34 | | | | Current portion of deferred revenue | | | 12,137 | | | | 17,078 | | | | Total Current Liabilities | | | 63,472 | | | | 59,468 | | | | Consideration payable, non-current portion | | | - | | | | 21,028 | | | | Earn-out liabilities, non-current portion | | | 981 | | | | - | | | | Operating lease liabilities, non-current portion | | | 4,804 | | | | 7,162 | | | | Financing lease liabilities, non-current portion | | | 64 | | | | 97 | | | | Deferred revenue, non-current portion | | | 5,145 | | | | 5,060 | | | | Other liabilities | | | 8,497 | | | | 6,695 | | | | Total Liabilities | | | 82,963 | | | | 99,510 | | | | Commitments and contingencies (Note 16) | | | - | | | | - | | | | Stockholders Equity: | | | | | | | | | | | Preferred stock, $0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | - | | | | - | | | | Common stock, $0.001 par value, 500,000,000 shares authorized, 142,128,133 and 101,970,907 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 142 | | | | 102 | | | | Additional paid-in capital | | | 895,505 | | | | 860,300 | | | | Accumulated other comprehensive loss | | | (8,731 | ) | | | (5,845 | ) | | | Accumulated deficit | | | (822,426 | ) | | | (739,041 | ) | | | Total Stockholders Equity | | | 64,490 | | | | 115,516 | | | | Total Liabilities and Stockholders Equity | | $ | 147,453 | | | $ | 215,026 | | | **** The accompanying notes are an integral part of these consolidated financial statements. **** | F-4 | | **** **BLINK CHARGING CO.** **** **Consolidated Statements of Operations** **(in thousands except for share and per share amounts)** **** | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Revenues: | | | | | | | | | | | | | | | Product sales | | $ | 46,961 | | | $ | 81,703 | | | $ | 109,416 | | | | Charging service revenue | | | 32,285 | | | | 21,445 | | | | 15,646 | | | | Network fees | | | 12,200 | | | | 7,952 | | | | 7,481 | | | | Warranty | | | 3,842 | | | | 5,687 | | | | 3,258 | | | | Grant and rebate | | | 310 | | | | 1,048 | | | | 469 | | | | Car-sharing services | | | 4,809 | | | | 4,667 | | | | 3,302 | | | | Other | | | 3,113 | | | | 1,535 | | | | 1,026 | | | | | | | | | | | | | | | | | | | Total Revenues | | | 103,520 | | | | 124,037 | | | | 140,598 | | | | | | | | | | | | | | | | | | | Cost of Revenues: | | | | | | | | | | | | | | | Cost of product sales | | | 41,715 | | | | 55,796 | | | | 72,532 | | | | Cost of charging services | | | 4,524 | | | | 2,613 | | | | 3,540 | | | | Host provider fees | | | 17,665 | | | | 12,870 | | | | 9,140 | | | | Network costs | | | 2,254 | | | | 2,399 | | | | 1,969 | | | | Warranty and repairs and maintenance | | | 3,538 | | | | 2,602 | | | | 4,605 | | | | Car-sharing services | | | 4,266 | | | | 4,469 | | | | 4,356 | | | | Depreciation and amortization | | | 4,055 | | | | 5,643 | | | | 4,250 | | | | | | | | | | | | | | | | | | | Total Cost of Revenues | | | 78,017 | | | | 86,392 | | | | 100,392 | | | | | | | | | | | | | | | | | | | Gross Profit | | | 25,503 | | | | 37,645 | | | | 40,206 | | | | | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | | | | | Compensation | | | 49,478 | | | | 58,665 | | | | 92,669 | | | | General and administrative expenses | | | 29,349 | | | | 31,887 | | | | 35,052 | | | | Other operating expenses | | | 21,355 | | | | 20,391 | | | | 17,825 | | | | Change in fair value of consideration payable and earn-out liabilities | | | (9,238 | ) | | | 2,910 | | | | - | | | | Impairment of goodwill | | | 17,897 | | | | 126,984 | | | | 89,087 | | | | Impairment of intangible assets | | | 762 | | | | - | | | | 5,143 | | | | | | | | | | | | | | | | | Total Operating Expenses | | | 109,603 | | | | 240,837 | | | | 239,776 | | | | | | | | | | | | | | | | | | | Loss From Operations | | | (84,100 | ) | | | (203,192 | ) | | | (199,570 | ) | | | | | | | | | | | | | | | | | | Other Income (Expense): | | | | | | | | | | | | | | | Interest income (expense) | | | 19 | | | | (431 | ) | | | (3,546 | ) | | | Dividend and interest income | | | 1,021 | | | | 2,935 | | | | 1,909 | | | | Gain (loss) on extinguishment of notes payable | | | - | | | | 36 | | | | (1,000 | ) | | | Change in fair value of derivatives and other accrued liabilities | | | (8 | ) | | | (10 | ) | | | 8 | | | | | | | | | | | | | | | | | | | Total Other Income (Expense), Net | | | 1,032 | | | | 2,530 | | | | (2,629 | ) | | | | | | | | | | | | | | | | | | Loss Before Income Taxes | | $ | (83,068 | ) | | $ | (200,662 | ) | | $ | (202,199 | ) | | | | | | | | | | | | | | | | | | Provision for income taxes | | | (317 | ) | | | (656 | ) | | | (1,494 | ) | | | | | | | | | | | | | | | | | | Net Loss | | $ | (83,385 | ) | | $ | (201,318 | ) | | $ | (203,693 | ) | | | | | | | | | | | | | | | | | | Net Loss Per Share: | | | | | | | | | | | | | | | Basic | | $ | (0.76 | ) | | $ | (2.00 | ) | | $ | (3.21 | ) | | | Diluted | | $ | (0.76 | ) | | $ | (2.00 | ) | | $ | (3.21 | ) | | | | | | | | | | | | | | | | | | Weighted Average Number of | | | | | | | | | | | | | | | Common Shares Outstanding: | | | | | | | | | | | | | | | Weighted Average Number of Common Shares Outstanding: | | | | | | | | | | | | | | | Basic | | | 109,107,002 | | | | 100,844,970 | | | | 63,466,398 | | | | Diluted | | | 109,107,002 | | | | 100,844,970 | | | | 63,466,398 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-5 | | **BLINK CHARGING CO.** **** **Consolidated Statements of Comprehensive Loss** **(in thousands)** | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Net Loss | | $ | (83,385 | ) | | $ | (201,318 | ) | | $ | (203,693 | ) | | | Other Comprehensive (Loss) Income: | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | (2,886 | ) | | | (3,309 | ) | | | 510 | | | | | | | | | | | | | | | | | | | Total Comprehensive Loss | | $ | (86,271 | ) | | $ | (204,627 | ) | | $ | (203,183 | ) | | The accompanying notes are an integral part of these consolidated financial statements. | F-6 | | **BLINK CHARGING CO.** **** **Consolidated Statement of Changes in Stockholders Equity** **For the Year Ended December 31, 2025** **(in thousands except for share amounts)** **** | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | AccumulatedOther | | | | | | 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 | ) | | $ | (739,041 | ) | | $ | 115,516 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in public offering, net of issuance costs [1] | | | - | | | | - | | | | 27,347,996 | | | | 28 | | | | 19,389 | | | | - | | | | - | | | | 19,417 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock-based compensation | | | - | | | | - | | | | 868,095 | | | | - | | | | 2,764 | | | | - | | | | - | | | | 2,764 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock and warrants issued in satisfaction of consideration payable | | | - | | | | - | | | | 9,696,882 | | | | 10 | | | | 11,750 | | | | - | | | | - | | | | 11,760 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued as purchase consideration of Zemetric | | | - | | | | - | | | | 1,401,243 | | | | 1 | | | | 1,097 | | | | - | | | | - | | | | 1,098 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in satisfaction of earn-out liabilities | | | - | | | | - | | | | 189,892 | | | | - | | | | 206 | | | | - | | | | - | | | | 206 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued upon warrant exercise | | | - | | | | - | | | | 653,118 | | | | 1 | | | | (1 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,886 | ) | | | - | | | | (2,886 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (83,385 | ) | | | (83,385 | ) | | | Balance - December 31, 2025 | | | - | | | $ | - | | | | 142,128,133 | | | $ | 142 | | | $ | 895,505 | | | $ | (8,731 | ) | | $ | (822,426 | ) | | $ | 64,490 | | | | [1] | Includes gross proceeds of $20,909, less issuance costs of $1,492 | | The accompanying notes are an integral part of these consolidated financial statements. **** | F-7 | | **** **BLINK CHARGING CO.** **** **Consolidated Statement of Changes in Stockholders Equity** **For the Year Ended December 31, 2024** **(in thousands, except for share amounts)** **** | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | Other | | | | | | Total | | | | | | Preferred Stock | | | Common Stock | | | Paid-In | | | Comprehensive | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | 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] | | | - | | | | - | | | | 8,970,010 | | | | 9 | | | | 26,387 | | | | - | | | | - | | | | 26,396 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock-based compensation | | | - | | | | - | | | | 111,999 | | | | - | | | | 3,525 | | | | - | | | | - | | | | 3,525 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issuance, net | | | - | | | | - | | | | 70,665 | | | | - | | | | 825 | | | | - | | | | - | | | | 825 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,309 | ) | | | - | | | | (3,309 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (201,318 | ) | | | (201,318 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - December 31, 2024 | | | - | | | $ | - | | | | 101,970,907 | | | $ | 102 | | | $ | 860,300 | | | $ | (5,845 | ) | | $ | (739,041 | ) | | $ | 115,516 | | | | [1] | Includes gross proceeds of $27,004, less issuance costs of $608. | | The accompanying notes are an integral part of these consolidated financial statements. **** | F-8 | | **BLINK CHARGING CO.** **** **Consolidated Statement of Changes in Stockholders Equity** **For the Year Ended December 31, 2023** **(in thousands, except for share amounts)** **** | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | Other | | | | | | Total | | | | | | Preferred Stock | | | Common Stock | | | Paid-In | | | Comprehensive | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Loss | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - January 1, 2023 | | | - | | | $ | - | | | | 51,476,445 | | | $ | 51 | | | $ | 597,982 | | | $ | (3,046 | ) | | $ | (334,030 | ) | | $ | 260,957 | | | | Balance | | | - | | | $ | - | | | | 51,476,445 | | | $ | 51 | | | $ | 597,982 | | | $ | (3,046 | ) | | $ | (334,030 | ) | | $ | 260,957 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in public offering, net of issuance costs [1] | | | - | | | | - | | | | 39,248,028 | | | | 41 | | | | 208,825 | | | | - | | | | - | | | | 208,866 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued upon exercises of warrants | | | - | | | | - | | | | 557,733 | | | | 1 | | | | 834 | | | | - | | | | - | | | | 835 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock-based compensation | | | - | | | | - | | | | 632,962 | | | | - | | | | 18,484 | | | | - | | | | - | | | | 18,484 | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | Surrender and cancellation of common stock | | | - | | | | - | | | | (27,681 | ) | | | - | | | | (197 | ) | | | - | | | | - | | | | (197 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | Reclassification of common stock liability to equity | | | - | | | | - | | | | 8,235 | | | | - | | | | 35 | | | | - | | | | - | | | | 35 | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | Common stock issued in connection with extinguishment of notes payable | | | - | | | | - | | | | 158,372 | | | | - | | | | 1,000 | | | | - | | | | - | | | | 1,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | Common stock issued upon cashless exercise of options and warrants | | | - | | | | - | | | | 393,240 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in satisfaction of accrued issuable equity | | | - | | | | - | | | | 370,899 | | | | - | | | | 2,600 | | | | - | | | | - | | | | 2,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | 510 | | | | - | | | | 510 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (203,693 | ) | | | (203,693 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - December 31, 2023 | | | - | | | $ | - | | | | 92,818,233 | | | $ | 93 | | | $ | 829,563 | | | $ | (2,536 | ) | | $ | (537,723 | ) | | $ | 289,397 | | | | Balance | | | - | | | $ | - | | | | 92,818,233 | | | $ | 93 | | | $ | 829,563 | | | $ | (2,536 | ) | | $ | (537,723 | ) | | $ | 289,397 | | | | [1] | Includes gross proceeds of $216,662, less issuance costs of $7,796. | | The accompanying notes are an integral part of these consolidated financial statements. | F-9 | | **BLINK CHARGING CO.** **** **Consolidated Statements of Cash Flows** **(in thousands)** | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | | | | Net loss | | $ | (83,385 | ) | | $ | (201,318 | ) | | $ | (203,693 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | Depreciation and amortization | | | 9,596 | | | | 12,751 | | | | 12,441 | | | | Non-cash lease expense | | | 4,352 | | | | 3,666 | | | | 2,128 | | | | Non-cash gain on lease termination | | | (72 | ) | | | - | | | | - | | | | Impairment of goodwill | | | 17,897 | | | | 126,984 | | | | 89,087 | | | | Impairment of intangible assets | | | 762 | | | | - | | | | 5,143 | | | | Change in fair value of contingent consideration | | | - | | | | - | | | | (1,375 | ) | | | Change in fair value of derivative and other accrued liabilities | | | 8 | | | | 10 | | | | 8 | | | | Provision for credit losses | | | 3,894 | | | | 1,720 | | | | 2,555 | | | | (Gain) loss on extinguishment of notes payable | | | - | | | | (36 | ) | | | 1,000 | | | | Loss (gain) on disposal of property and equipment | | | 3,112 | | | | 1,969 | | | | (11 | ) | | | Provision for slow moving and obsolete inventory | | | 6,619 | | | | 4,024 | | | | 527 | | | | Change in fair value of consideration payable | | | (9,238 | ) | | | 2,910 | | | | - | | | | Gain on settlement of accounts payable, net | | | - | | | | - | | | | 24 | | | | Stock-based compensation | | | 2,764 | | | | 3,525 | | | | 22,039 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | Accounts receivable | | | 11,932 | | | | (906 | ) | | | (23,677 | ) | | | Inventory | | | 14,840 | | | | 500 | | | | (15,362 | ) | | | Prepaid expenses and other current assets | | | (2,121 | ) | | | (29 | ) | | | (2,134 | ) | | | Other assets | | | (27 | ) | | | 68 | | | | 941 | | | | Accounts payable, accrued expenses, and other current liabilities | | | 6,564 | | | | (3,768 | ) | | | 6,977 | | | | Other liabilities | | | (4,281 | ) | | | 6,358 | | | | (307 | ) | | | Operating lease liabilities | | | (4,285 | ) | | | (3,222 | ) | | | (3,672 | ) | | | Deferred revenue | | | (9,788 | ) | | | (3,497 | ) | | | 9,791 | | | | | | | | | | | | | | | | | | | Total Adjustments | | | 52,528 | | | | 153,027 | | | | 106,123 | | | | | | | | | | | | | | | | | | | Net Cash Used In Operating Activities | | | (30,857 | ) | | | (48,291 | ) | | | (97,570 | ) | | | | | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | | | | | Proceeds from sale of marketable securities | | | 13,630 | | | | 10,500 | | | | 16,442 | | | | Proceeds from sale of equity method investment | | | 223 | | | | - | | | | - | | | | Purchase of marketable securities | | | - | | | | (1,160 | ) | | | (39,412 | ) | | | Proceeds from government grants | | | 4,811 | | | | 1,129 | | | | - | | | | Purchase consideration of Zemetric, net of cash acquired | | | (207 | ) | | | - | | | | - | | | | Proceeds from sale of property and equipment | | | - | | | | 3,425 | | | | - | | | | Purchase consideration of Envoy, net of cash acquired | | | - | | | | - | | | | (4,660 | ) | | | Capitalization of engineering costs | | | (205 | ) | | | - | | | | (1,028 | ) | | | Purchases of property and equipment | | | (9,708 | ) | | | (8,617 | ) | | | (7,552 | ) | | | | | | | | | | | | | | | | | | Net Cash Provided By (Used In) Investing Activities | | | 8,544 | | | | 5,277 | | | | (36,210 | ) | | | | | | | | | | | | | | | | | | Cash Flows From Financing Activities: | | | | | | | | | | | | | | | Proceeds from sale of common stock in public offering [1] | | | 19,417 | | | | 26,396 | | | | 208,865 | | | | Proceeds from exercise of options and warrants | | | - | | | | - | | | | 835 | | | | Repayment of financing liability in connection with finance lease | | | (36 | ) | | | (596 | ) | | | (2,837 | ) | | | Repayment of notes payable | | | (114 | ) | | | (37,881 | ) | | | (9,292 | ) | | | Other | | | - | | | | (338 | ) | | | (256 | ) | | | | | | | | | | | | | | | | | | Net Cash Provided By (Used In)Financing Activities | | | 19,267 | | | | (12,419 | ) | | | 197,315 | | | | | | | | | | | | | | | | | | | Effect of Exchange Rate Changes on Cash and Cash Equivalents | | | 851 | | | | (1,515 | ) | | | (1,368 | ) | | | | | | | | | | | | | | | | | | Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash | | | (2,195 | ) | | | (56,948 | ) | | | 62,167 | | | | | | | | | | | | | | | | | | | Cash and Cash Equivalents and Restricted Cash - Beginning of Year | | | 41,852 | | | | 98,800 | | | | 36,633 | | | | | | | | | | | | | | | | | | | Cash and Cash Equivalents and Restricted Cash - End of Year | | $ | 39,657 | | | $ | 41,852 | | | $ | 98,800 | | | | | | | | | | | | | | | | | | | Cash and cash equivalents and restricted cash consisted of the following: | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 39,568 | | | $ | 41,774 | | | $ | 98,721 | | | | Restricted cash | | | 89 | | | | 78 | | | | 79 | | | | Cash and Cash Equivalents and Restricted Cash - End of Year | | $ | 39,657 | | | $ | 41,852 | | | $ | 98,800 | | | | [1] | For the year ended December 31, 2025, includes gross proceeds of $20,909, less issuance costs of $1,492. | | | [1] | For the year ended December 31, 2024, includes gross proceeds of $27,004, less issuance costs of $608. | | | [1] | For the year ended December 31, 2023, includes gross proceeds of $216,662, less issuance costs of $7,796. | | The accompanying notes are an integral part of these consolidated financial statements. | F-10 | | **** **BLINK CHARGING CO.** **** **Consolidated Statements of Cash Flows - Continued** **(in thousands)** **** | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | | | | Cash paid during the year for: | | | | | | | | | | | | | | | Interest | | $ | 61 | | | $ | 1,517 | | | $ | 3,605 | | | | Income taxes | | $ | 338 | | | $ | 218 | | | $ | - | | | | Non-cash investing and financing activities: | | | | | | | | | | | | | | | Right-of-use assets obtained in exchange for lease obligations | | $ | 1,664 | | | $ | 3,205 | | | $ | 7,401 | | | | Right-of-use assets derecognized in connection with lease termination | | $ | (577 | ) | | $ | - | | | $ | - | | | | Property and equipment obtained in exchange for finance lease obligations | | $ | 10 | | | $ | 53 | | | $ | 2,798 | | | | Transfer of inventory to property and equipment | | $ | (1,919 | ) | | $ | (6,242 | ) | | $ | (1,786 | ) | | | Reclassification of liability to equity | | $ | - | | | $ | 825 | | | $ | - | | | | Common stock issued in satisfaction of accrued issuable equity | | $ | - | | | $ | - | | | $ | 2,600 | | | | Common stock and warrants issued in satisfaction of consideration payable | | $ | 11,760 | | | $ | - | | | $ | - | | | | Common stock issued as purchase consideration of Zemetric | | $ | 1,098 | | | $ | - | | | $ | - | | | | Earn-out liabilities incurred as purchase consideration of Zemetric | | $ | 2,194 | | | $ | - | | | $ | - | | | | Common stock issued in satisfaction of earn-out liabilities | | $ | 206 | | | $ | - | | | $ | - | | | | Intangible assets obtained in exchange for financing liability | | $ | - | | | $ | - | | | $ | 122 | | | | Note receivable applied to purchase consideration of Envoy | | $ | - | | | $ | - | | | $ | (1,321 | ) | | | Surrender and cancellation of common stock | | $ | - | | | $ | - | | | $ | (197 | ) | | The accompanying notes are an integral part of these consolidated financial statements. **** | F-11 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **1. BUSINESS ORGANIZATION AND NATURE OF 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 U.S. and international markets. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blinks principal line of products and services is its nationwide Blink EV charging networks (the Blink Network) and Blink EV charging equipment and other EV-related services. The Blink Network 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 Network 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 Network also provides EV drivers with vital station information, including station location, availability, and fees. Blink also operates an EV-based car-sharing business through its wholly-owned subsidiary, Blink Mobility LLC. On August 4, 2025, the Companys wholly owned subsidiary, Envoy Technologies, Inc. (Envoy Technologies), entered into Amendment No. 4 (the Fourth Amendment) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy Technologies, Envoy Mobility, Inc. (Mobility and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equity holders agent (as previously amended, the Merger Agreement). Pursuant to the Fourth Amendment, the sole remaining payment obligation to 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 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. During the year ended December 31, 2025, the Company issued an aggregate of 9,696,882 shares of the Companys 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 8 Notes Payable and Consideration Payable 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. On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059 shares of common stock that may be offered for resale or otherwise disposed of by the 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 Companys acquisition of Envoy Technologies pursuant to the Merger Agreement. 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 became effective on November 27, 2025. | F-12 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **** LIQUIDITY As of December 31, 2025, the Company had cash and cash equivalents and marketable securities of $39,568 and working capital of $25,846. During the years ended December 31, 2025, 2024, and 2023, the Company incurred a net loss of $83,385, $201,318, and $203,693, respectively. During the years ended December 31, 2025, 2024, and 2023, the Company used cash in operating activities of $30,857, $48,291, and $97,570, respectively. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. While the BlinkForward Initiative (as defined elsewhere) has substantially decreased operating expenses and cash burn, in the near future the Company needs to generate significant additional product revenues to achieve profitability. Historically, the Company has been able to raise funds to support business operations, although there can be no assurance that the Company will be successful in raising significant additional funds in the future. The Company expects that cash and cash equivalents will fund operations for at least 12 months after the issuance date of the financial statements included in this Annual Report. Historically, the Company has been able to raise funds to support its business operations. Our operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds raised will enable the Company to complete its EV development initiatives or attain profitable operations. *Public Offerings* In December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $0.75 per share. The Company received approximately $20,000 in gross proceeds from the public offering, and approximately $18,526 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a reduction to additional paid - in capital. The public offering was made pursuant to our registration statement on Form S-1 filed with the SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement agents in connection with the offering. In February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering price of $12.00 per share. The Company received approximately $100,000 in gross proceeds from the public offering and approximately $95,000 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a reduction to additional paid - in capital. ** *At- The- Market Offerings* During the year ended December 31, 2025, the Company 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. During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock under an at-the-market equity offering program for aggregate gross proceeds of $27,004, less issuance costs of $608 which were recorded as a reduction to additional paid-in capital. See Note 11 Stockholders Equity. BlinkForward Initiative ** In May 2025, the Company announced the BlinkForward Initiative as part of a broader strategic restructuring plan aimed at accelerating the Companys path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for EV hardware to reduce overhead expenses and focus on intellectual property and customer support efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. | F-13 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Blink Charging Co. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Companys significant estimates used in these consolidated financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves, net realizable value of inventory, goodwill impairment analysis, the valuation allowance related to the Companys deferred tax assets, intangible assets impairment analysis, right-of-use assets and related leases payable, derivative liabilities and the recoverability and useful lives of long-lived assets and consideration payable. Certain of the Companys estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Companys estimates and could cause actual results to differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company considers cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities to meet the definition of financial instruments. As of December 31, 2025 and 2024, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amount of consideration payable (excluding the amounts related to the Envoy common stock consideration payable) approximates its fair value as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. The common stock consideration payable related to the Envoy acquisition was settled during 2025. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents, which is determined at the date of purchase. The Company has cash on deposit in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of December 31, 2025 and 2024, the Company had $5,384 and $10,052, respectively, held in foreign financial institutions. **** | F-14 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** **** RESTRICTED CASH Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on the accompanying consolidated balance sheets. MARKETABLE SECURITIES The Company had marketable securities of $0 and $13,630 as of December 31, 2025 and 2024, respectively. These securities consist primarily of mutual funds and will be used for future 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 Companys consolidated statements of operations. The cost of securities sold is based on the specific-identification method. There were no marketable securities as of December 31, 2025. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair value. The below table provides supplemental information related to marketable securities: SCHEDULE OF MARKETABLE SECURITIES | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Net gains recognized during the period on trading securities | | $ | 39 | | | $ | 79 | | | $ | 76 | | | | Less: net gains recognized during the period on trading securities sold during the period | | | (39 | ) | | | (40 | ) | | | (25 | ) | | | Unrealized gains recognized during the reporting period on trading securities still held at the reporting date | | $ | - | | | $ | 39 | | | $ | 51 | | | ACCOUNTS AND OTHER RECEIVABLES Accounts receivable are carried at their contractual amounts, less a provision for current expected credit losses. The reserve represents the Companys best estimate of expected credit losses it may experience in the Companys receivable portfolio. As of December 31, 2025 and 2024, there was an allowance for expected credit losses of $10,445 and $8,426, respectively. Management estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The table below illustrates the change in the allowance for expected credit losses for the years ended December 31, 2025, 2024, and 2023. SCHEDULE OF CHANGE IN ALLOWANCE FOR EXPECTED CREDIT LOSS | | | 2025 | | | 2024 | | | 2023 | | | | Allowance for Expected Credit Losses | | | | | | | | | | | | | | | Beginning balance as of January 1, | | $ | 8,426 | | | $ | 6,750 | | | $ | 2,548 | | | | Provision for credit losses | | | 3,894 | | | | 1,720 | | | | 2,555 | | | | Write-offs | | | (256 | ) | | | (44 | ) | | | 1,647 | | | | Recoveries | | | (1,619 | ) | | | - | | | | - | | | | Ending balance as of December 31, | | $ | 10,445 | | | $ | 8,426 | | | $ | 6,750 | | | | F-15 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** INVENTORY Inventory is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products. Inventory is stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of revenues and inventory that is installed on the premises of participating owner/operator properties, where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory. Cost of parts and components include the purchase and related costs incurred in bringing the products to their present location and condition. The Company periodically reviews its inventory for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of December 31, 2025, the Companys inventory was comprised of $5,532 of finished goods that were available for sale and $8,621 of raw material and work in process. As of December 31, 2024, the Companys inventory was comprised of $16,987 of finished goods that were available for sale and $19,621 of raw material and work in process. The provisions for slow moving and obsolete inventory are included within cost of product sales on the consolidated statements of operations. The table below illustrates the change in the reserve for slow-moving or excess inventory for the years ended December 31, 2025, 2024, and 2023. SCHEDULE OF RESERVE FOR SLOW-MOVING OR EXCESS IN INVENTORY | | | 2025 | | | 2024 | | | 2023 | | | | Inventory Reserve | | | | | | | | | | | | | | | Beginning balance as of January 1, | | $ | 3,129 | | | $ | 777 | | | $ | 298 | | | | Provision for slow moving and obsolete inventory | | | 6,619 | | | | 4,024 | | | | 527 | | | | Write-offs | | | - | | | | (1,672 | ) | | | - | | | | Other | | | - | | | | - | | | | (48 | ) | | | Ending balance as of December 31, | | $ | 9,748 | | | $ | 3,129 | | | $ | 777 | | | | F-16 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** **** PROPERTY AND EQUIPMENT Property and equipment is stated at cost or fair value at the date of acquisition for property and equipment acquired in a business combination, net of accumulated depreciation and amortization which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets. SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | Asset | | Useful Lives (In Years) | | | | Electric vehicle charging stations | | 3-8 | | | | Software | | 3-7 | | | | Automobiles | | 3-5 | | | | Office and computer equipment | | 5 | | | | Leasehold improvements | | 7-8 | | | | Machinery and equipment | | 6 | | | When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed and any resulting gain or loss is included in the consolidated statements of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives. EV charging stations represent the cost, net of accumulated depreciation, of charging equipment and installation of the charging equipment that has been installed on the premises of participating owner/operator properties or are earmarked to be installed. The Companys long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by monitoring current selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public car charging stations throughout its network in determining fair value. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Electric vehicle charging requirements and technologies periodically change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity technology. When such changes occur, the Company may need to upgrade or adapt its charging station products or introduce new products to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. No impairment charges were recorded on property and equipment for the years ended December 31, 2025, 2024, and 2023. See Note 4 Property and Equipment for additional details. | F-17 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** GOODWILL Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, net of liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired companys tangible and identifiable intangible assets and liabilities. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting units carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether goodwill may be impaired. These judgments include significant assumptions and estimates used to determine the fair value of its reporting units, such as projected revenues and related growth rates, projected operating margins and operating cash flows, discount rates, and future economic and market conditions. The Company has elected to perform its annual goodwill impairment review on November 1 of each year, initially utilizing a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. See Note 6 - Goodwill for further information. INTANGIBLE ASSETS Identifiable intangible assets primarily include trade name, internal use software, customer relationships, internally developed technology, capitalized engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. ASSETS HELD FOR SALE The Company initially measures an asset that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. The Company assesses the fair value of an asset less costs to sell each reporting period that it remains classified as held for sale, and reports any subsequent changes as an adjustment to the carrying amount of the asset. Assets are not depreciated or amortized while they are classified as held for sale. *Underperforming Subsidiary* During the first quarter of 2024, the Companys Board of Directors approved a plan for the sale of underperforming assets of a subsidiary. On April 30, 2024, the Company entered into an agreement to sell installed and inventory charging units and the associated agreements with existing customers, hosts, and drivers. This transaction was completed and funded on July 3, 2024. As a result, the Company recorded a loss of $945 for the year ended December 31, 2024, which is included in operating expenses on the accompanying consolidated statements of operations. The Company elected not to present this underperforming subsidiary as discontinued operations because it is not material to the Companys consolidated financial statements. | F-18 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** FOREIGN CURRENCY TRANSLATION **** The Companys reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro, Indian Rupee, and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date $1.1739 for the Euro, $0.0111 for the Indian Rupee and $1.3438 for the Pound Sterling as of December 31, 2025; $1.04131 for the Euro, $.0117 for the Indian Rupee and $1.2551 for the Pound Sterling as of December 31, 2024. Expense accounts are translated at the weighted average exchange rate for the period $1.1317 for the Euro, $0.0115 for the Indian Rupee and $1.3204 for the Pound Sterling during the year ended December 31, 2025; $1.0439 for the Euro, $0.0117 for the Indian Rupee and $1.2852 for the Pound Sterling during the year ended December 31, 2024; $1.0980 for the Euro, $0.0120 for the Indian Rupee and $1.2664 for the Pound Sterling during the year ended December 31, 2023; Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. Transaction gains (losses) attributable to foreign exchange were $1,419, ($363), and $140, and are included within general and administrative expenses during the years ended December 31, 2025, 2024, and 2023, respectively. Currency translation adjustments attributable to foreign exchange were ($2,886), ($3,309), and $510 during the years ended December 31, 2025, 2024, and 2023, respectively. **** REVENUE RECOGNITION The Company recognizes revenue primarily from four different types of contracts with customers: | | 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 or installation of the product. | | | | | | | | Charging service revenue The Company generates charging service revenue from fees charged to users for the use of charging stations, including per-session connection fees and usage-based charges. Revenue is recognized at the point in time when a particular charging session is completed. | | | | | | | | 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 gross basis on a straight-line basis over the contract term. The Company also facilitates the sale of third-party warranties for which it acts as an agent; accordingly, revenue from third-party warranties is recognized on a net basis at the point in time of sale. Further, 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. | | | | | | | | Network fees and warranty 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. | | | | | | | | Other Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales 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. Revenue is recognized over the duration of the rental agreement which are short term in nature. | | | | | | | | Grant and fees rebate Grants and rebates related to EV charging stations and associated installation costs are accounted for by analogy to IAS 20. Grant proceeds are initially deferred and recognized in revenue in a manner consistent with the terms of the grant. | | | F-19 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** REVENUE RECOGNITION The following table summarizes our revenue recognized in the consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | ASC 606 Revenues - Recognized at a Point in Time | | | | | | | | | | | | | | | Product sales | | $ | 46,961 | | | $ | 81,703 | | | $ | 109,416 | | | | Charging service revenue | | | 32,285 | | | | 21,445 | | | | 15,646 | | | | Warranty | | | 1,449 | | | | 1,535 | | | | - | | | | Other | | | 3,113 | | | | 1,535 | | | | 1,026 | | | | Total Revenues - Recognized at a Point in Time | | | 83,808 | | | | 106,218 | | | | 126,088 | | | | | | | | | | | | | | | | | | | ASC 606 Revenues - Recognized Over a Period of Time: | | | | | | | | | | | | | | | Network fees | | | 12,200 | | | | 7,952 | | | | 7,481 | | | | Warranty | | | 2,393 | | | | 4,151 | | | | 3,258 | | | | Total Revenues - Recognized Over a Period of Time | | | 14,593 | | | | 12,103 | | | | 10,739 | | | | | | | | | | | | | | | | | | | ASC 842 - Revenues | | | | | | | | | | | | | | | Car-sharing services | | | 4,809 | | | | 4,667 | | | | 3,302 | | | | | | | | | | | | | | | | | | | Revenues - Other | | | | | | | | | | | | | | | Grant and rebate | | | 310 | | | | 1,049 | | | | 469 | | | | | | | | | | | | | | | | | | | Total Revenue | | $ | 103,520 | | | $ | 124,037 | | | $ | 140,598 | | | | F-20 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** REVENUE RECOGNITION CONTINUED The timing of the Companys 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. 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 December 31, 2025, the Company had $17,282 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets. The Company expects to satisfy $12,137 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months. As of December 31, 2024, the Company had $22,138 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets. 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 years ended December 31, 2025, 2024, and 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. During the years ended December 31, 2025, 2024, and 2023, the Company recognized $744, $211, and $214, respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements of operations. | F-21 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** REVENUE RECOGNITION CONTINUED 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 Companys contracts, and the determination of whether the Companys contracts contain leases generally does not require significant assumptions or judgments. The Companys 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 Companys vehicles are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Companys vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle. GOVERNMENT GRANTS The Company receives grants from federal, state, and foreign government agencies related to capital investments in electric vehicle charging equipment The Companys accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a liability. Other government grants not related to long-lived assets are considered income-based grants, which are initially recognized as Government grants receivable and are also recognized as a reduction to the related cost of activities that generated the benefit. Proceeds received from asset-based grants are presented as cash inflows from investing activities on the consolidated statements of cash flows, whereas proceeds received from income-based grants are presented as cash inflows from operating activities. Private and government grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of the related asset over their useful lives. Grant receivables are included within prepaid expenses and other current assets on the Companys consolidated balance sheets. Current liabilities related to government grants are included within accounts payable, accrued expenses and other current liabilities, and non-current liabilities related to government grants are included within other liabilities. As of December 31, 2025, the Company had government grant receivables of $0 and government grant liabilities of $11,067, of which $2,869 were current and $8,198 were non-current. As of December 31, 2024, the Company had government grant receivables of $1,129 and government grant liabilities of $7,327, of which $1,784 were current and $5,543 were non-current. During the years ended December 31, 2025, 2024, and 2023, government grants of $3,236 $1,129 and $0 respectively, were recognized as a reduction to depreciation expense on the consolidated statements of operations. ADVERTISING COSTS The Company participates in various advertising programs. All costs related to advertising of the Companys products and services are expensed in the period incurred. Advertising costs charged to operations for the years ended December 31, 2025, 2024, and 2023 were $1,606, $2,266, and $2,321, respectively, and are included in general and administrative expenses on the consolidated statements of operations. CONCENTRATIONS As of December 31, 2025, accounts receivable from a significant customer was 18% of total accounts receivable and accounts receivable from another significant customer was 11% of accounts receivable. As of December 31, 2024, accounts receivable from a significant customer was 12% of total accounts receivable. As of December 31, 2025 and 2024, accounts payable to a significant vendor was approximately 12% of accounts payable. During the year ended December 31, 2025, revenue from a significant customer represented 10% of total revenue. During the year ended December 31, 2025 and 2024, the Company made purchases from a significant supplier that represented 12% of total purchases. During the years ended December 31, 2023, the Company made purchases from another significant supplier that represented 24% of total purchases. | F-22 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** **** STOCK-BASED COMPENSATION The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. LEASES The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities on the consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company provides charging services at designated locations on the hosts property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis. As the charging station monthly revenue generated is variable, the hosts monthly revenue derived there from is similarly variable. These arrangements contain embedded lease arrangements to place charging equipment in designated space located on the hosts site in exchange for variable lease payments based on revenue-sharing provisions, which are expensed as incurred in host provider fees in the accompanying consolidated statements of operations. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. The Company expenses variable lease payments as incurred. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. As of December 31, 2025 and 2024, the Company maintained a full valuation allowance against its deferred tax assets, since it is more likely than not that the future tax benefit on such temporary differences will not be realized. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2021 (or the tax year ended December 31, 2009 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities upon filing. The Companys policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Companys consolidated statements of operations. As of December 31, 2025 the Company had no unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. | F-23 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars 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: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Warrants | | | 3,245,059 | | | | - | | | | 1,150,152 | | | | Options | | | - | | | | - | | | | 982,844 | | | | Restricted stock units | | | 1,474,443 | | | | 1,160,667 | | | | - | | | | Total potentially dilutive shares | | | 4,719,502 | | | | 1,160,667 | | | | 2,132,996 | | | In addition, 1,932,682 and 1,150,152 warrants for the years ended December 31, 2025 and 2024, respectively, and 496,600 and 986,165 options for the years ended December 31, 2025 and 2024, respectively, were excluded from the above table because their exercise prices exceeded the average market price of the Companys common stock during the respective periods, and would have been anti-dilutive regardless of the Companys net loss position. RECLASSIFICATIONS Certain prior year balances have been reclassified to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. COMMITMENTS AND CONTINGENCIES Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. **** | F-24 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED** RECENTLY ISSUED ACCOUNTING STANDARDS In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-06, Disclosure Improvements. For entities subject to the SECs 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 SECs 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 Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements. 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 Companys 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 on its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date will remain unchanged over the remaining life of current accounts receivable and current contract assets when developing reasonable and supportable forecasts for estimating expected credit losses under ASC 326. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the accounting guidance for internal-use software by eliminating the previous 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 annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its 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 consolidated financial statements and footnote disclosures. In September 2025, the FASB issued ASU 2025-08, Derivatives and Hedging (Topic 815): Clarifications on Scope and Application. This ASU provides targeted clarifications to the scope and application of Topic 815, including refinements related to the assessment of whether certain contracts meet the definition of a derivative. The amendments are intended to reduce complexity and diversity in practice by clarifying existing guidance rather than introducing new accounting requirements. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. In October 2025, the FASB issued ASU 2025-09, Financial Instruments (Topic 825): Targeted Disclosure Improvements. This ASU enhances existing disclosure requirements related to financial instruments, including clarifications and refinements intended to improve the relevance and transparency of information provided to financial statement users. The amendments focus primarily on disclosure presentation and do not change the recognition or measurement of financial instruments. The amendments are effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance on the recognition, measurement and presentation of government grants. The new standard is effective for fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company has previously analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, to account for refundable tax credits as an income grant. The Companys existing policy on grants under IAS 20 aligns with the updated guidance, and the Company does not expect a material effect on its consolidated financial statements upon adoption. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies and reorganizes interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant events and changes in circumstances that occur during interim periods. The amendments are intended to improve the consistency, usefulness, and understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the entitys financial position, cash flows, and results of operations. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. RECENTLY ADOPTED ACCOUNTING STANDARDS **** In August 2023, the FASB issued 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 ASUs scope that are formed on or after January 1, 2025. The Company adopted this pronouncement on January 1, 2025. The adoption did not have a material impact on the Companys consolidated financial statements. In December 2023, theFASBissuedASUNo. 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures.****ASUNo. 2023-09 requires 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. The Company adopted ASU No. 2023-09 as of January 1, 2025 on a prospective basis and have included the relevant disclosures inNote 12, Income Taxes. | F-25 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **3. BUSINESS COMBINATIONS** 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. The Company acquired Zemetric in order to acquire Level 2 charging hardware technology that enhances and complements the Companys existing product portfolio. Under the terms of the SPA, the aggregate acquisition consideration totaled approximately $3,595, comprised of: (i) $207 (net of cash acquired of $43) in cash paid at closing; (ii) 1,462,841 shares of the Companys common stock with an aggregate fair value of $1,151 (Common Stock Consideration), and (iii) earn-out payments with an aggregate value up to $3,438, payable, at the Companys sole discretion, in additional shares of the Companys common stock, cash, or a combination thereof, contingent upon the achievement of specified milestones pursuant to the SPA. No portion of the earn-out 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 earn-out consideration capped at a maximum of 100% or $3,438. As of December 31, 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 December 31, 2025. See Note 7 - Accrued Expenses for additional details. The earn-outs are 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. During the year ended December 31, 2025, the Company completed its analysis of the purchase price allocation related to the Zemetric acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | | | Purchase Price Allocation | | | | Purchase Consideration: | | | | | | | Cash (net of cash acquired 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 Goodwill Value | | $ | 1,742 | | | | F-26 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars 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: | | | 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 | | | **** 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 an 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. | F-27 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **3. BUSINESS COMBINATION CONTINUED** **** ZEMETRIC, INC. CONTINUED The fair value of the earn-out liabilities was 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 and the synergies expected to be realized through the integration of Zemetric with the Companys existing product offerings. Goodwill of $1,742resulting from the acquisition of Zemetric is not expected to be deductible for income tax purposes. The consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition date) through December 31, 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 December 31, 2025 included revenues of approximately $14 and net loss of approximately $40. Acquisition-related costs were immaterial. | F-28 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **** **3. BUSINESS COMBINATION CONTINUED** ENVOY TECHNOLOGIES, INC. On April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company (Mobility), and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (Merger Sub), entered into and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated as of April 18, 2023 (the Acquisition Agreement), with Envoy Technologies, Inc., a Delaware corporation (Envoy). Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the Acquisition). The Company acquired Envoy to enter the EV private rideshare market with the expectation to create incremental opportunities to deploy and sell Blink charging solutions. Under the terms of the Acquisition Agreement, the acquisition consideration was up to $35,500, paid as follows: (i) $6,000in cash paid upon the closing of the Acquisition Agreement (the Closing); (ii) a promissory note of Mobility in the principal amount of $5,000which bears interest at a rate of6% per annum and becomes due 12 months from Closing; (iii) a promissory note of Mobility in the principal amount of $2,000which bears interest at a rate of6% per annum and becomes due 18 months from Closing; and (iv)(a) in the event of an initial public offering or direct listing of Mobility or Mobilitys successor within 24 months after the Closing (and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility or Mobilitys successor, depending on the timing of such offering or listing, (b) in the event there is no initial public offering or direct listing of Mobility or Mobilitys successor within 24 months after the Closing, $21,000 worth of shares of common stock of the Company, or (c) at the Companys option, a combination of cash and common stock of the Company with an aggregate value of $21,000. The aggregate purchase price was $30,900, which included working capital deficit of $1,595and closing date cash of $19.The fair value of the consideration paid in the acquisition consisted of: (a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior to Closing in the form of a note receivable); (b) $6,782 in aggregate promissory notes; and (c) $18,118 in common stock of Mobility subject to the conditions described above. The payment of shares of common stock of Mobility or Mobilitys successor, if any, would be based on the public offering price per share of such stock in the initial public offering. The payment of shares of common stock of the Company, if any, would be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof. 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 Envoy. | F-29 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **3. BUSINESS COMBINATION CONTINUED** ENVOY TECHNOLOGIES, INC. CONTINUED SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | | | Purchase Price Allocation | | | | Purchase Consideration: | | | | | | | Cash | | $ | 6,000 | | | | Deferred cash consideration | | | 6,782 | | | | Common stock | | | 18,118 | | | | | | | | | | | Total Purchase Consideration | | $ | 30,900 | | | | | | | | | | | Less: | | | | | | | Trade name | | $ | 166 | | | | Customer relationships | | | 1,925 | | | | Internally developed technology | | | 175 | | | | Non-compete agreements | | | 11 | | | | Property and equipment | | | 1,802 | | | | Other assets | | | 52 | | | | Notes payable- non current portion | | | (24 | ) | | | Lease liability- non current portion | | | (1,730 | ) | | | Debt-free net working capital deficit | | | (1,595 | ) | | | | | | | | | | Fair Value of Identified Net Assets | | $ | 782 | | | | | | | | | | | Remaining Unidentified Goodwill Value | | $ | 30,118 | | | In connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships, internally developed technology and non-compete agreements. The Company used the relief from royalty method when determining the fair value of the acquired trade name and internally developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trade name and internally developed technology and had to license it from a third party. The trademark was assigned a useful life of2years and the internally developed technology was assigned a useful life of3years. When determining fair value of customer relationships, a form of an 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 existing customers less costs to realize the revenue. The Company applied a discount rate of21%, 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 customer contracts include an assumed income tax rate of26%. Customer relationships were assigned a useful life of5.3years. The Company used a discounted cash flow model when determining the fair value of the non-compete agreements. Significant assumptions included a discount rate of21% and an assumed income tax rate of26%. The non-compete agreements were assigned a useful life of2years. The fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. | F-30 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **3. BUSINESS COMBINATIONS CONTINUED** **** ENVOY TECHNOLOGIES, INC. CONTINUED The components of debt free net working capital deficit are as follows: | | | Purchase Price Allocation | | | | Current assets: | | | | | | | Cash | | $ | 19 | | | | Accounts receivable | | | 391 | | | | Prepaid expenses and other current assets | | | 254 | | | | | | | | | | | Total current assets | | $ | 664 | | | | | | | | | | | Less current liabilities: | | | | | | | Accounts payable | | $ | 853 | | | | Current portion of lease liability | | | 591 | | | | Current portion of notes payable | | | 7 | | | | Deferred revenue | | | 229 | | | | Accrued expenses and other current liabilities | | | 579 | | | | | | | | | | | Total current liabilities | | $ | 2,259 | | | | | | | | | | | Net working capital deficit | | $ | (1,595 | ) | | Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $30,118from the acquisition of Envoy is not expected to be deductible for income tax purposes. The consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to December 31, 2023 and do not include results of operations for periods prior to April 18, 2023. The results of operations of Envoy from April 18, 2023 to December 31, 2023 included revenues of $2,743and a net loss of $2,620. The following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled from the preacquisition financial information of Envoy and includes pro forma adjustments to give effect to (i) interest expense related to notes issued as consideration and (ii) amortization expense associated with the acquired intangible assets. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations. SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS | | | For the Year Ended | | | | | | December 31, 2023 | | | | | | (Unaudited) | | | | Revenues | | $ | 140,765 | | | | Net loss | | $ | (204,949 | ) | | 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 of $356expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. | F-31 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **4. PROPERTY AND EQUIPMENT** **** Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | EV charging stations | | $ | 53,456 | | | $ | 42,419 | | | | Software | | | 3,628 | | | | 3,294 | | | | Automobiles | | | 536 | | | | 1,979 | | | | Office and computer equipment | | | 2,994 | | | | 2,750 | | | | Leasehold improvements | | | 1,974 | | | | 2,001 | | | | Machinery and equipment | | | 1,169 | | | | 1,128 | | | | Property and equipment, gross | | | 63,757 | | | | 53,571 | | | | Less: accumulated depreciation | | | (21,066 | ) | | | (16,190 | ) | | | Property and equipment, net | | $ | 42,691 | | | $ | 37,381 | | | Depreciation and amortization expense related to property and equipment was $4,876, $6,841, and $4,885 for the years ended December 31, 2025, 2024, and 2023, respectively, of which, $4,055, $5,643 and $4,250, respectively, was recorded within cost of revenues in the accompanying consolidated statements of operations. The remaining depreciation expense of $820, $1,198, and $635 was included within general and administrative expenses during the years ended December 31, 2025, 2024, and 2023, respectively. During the years ended December 31, 2025, 2024, and 2023, the Company disposed of property and equipment which resulted in a loss (gain) on disposal of $3,112, $1,969 and ($11), respectively. The losses on disposals were due to the normal course of business and were included within general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2025, 2024, and 2023, the Company transferred charging stations of $1,919, $6,242, and $1,786 from inventory into property and equipment.During the year ended December 31, 2024, the Company sold approximately10,000square feet of office space in Miami Beach, Florida for approximately $3,425of proceeds. In connection with the sale, the Company recorded a loss on sale of $459within general and administrative expenses during the year ended December 31, 2024. | F-32 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **5. INTANGIBLE ASSETS** Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS | | | Internal Use Software | | | Capitalized Engineering Costs | | | Trade Name and Patents | | | Customer Relationships | | | Internally Developed Technology | | | Non-Compete Agreements | | | Accumulated Amortization | | | Total | | | | Balance as of January 1, 2024 | | $ | 1,245 | | | $ | 1,265 | | | $ | 2,805 | | | $ | 18,224 | | | $ | 4,804 | | | $ | 1,730 | | | $ | (13,775 | ) | | $ | 16,298 | | | | Amortization expense | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (5,910 | ) | | | (5,910 | ) | | | Balance as of December 31, 2024 | | | 1,245 | | | | 1,265 | | | | 2,805 | | | | 18,224 | | | | 4,804 | | | | 1,730 | | | | (19,685 | ) | | | 10,388 | | | | Intangible assets beginning balance | | | 1,245 | | | | 1,265 | | | | 2,805 | | | | 18,224 | | | | 4,804 | | | | 1,730 | | | | (19,685 | ) | | | 10,388 | | | | Additions | | | - | | | | 19 | | | | 162 | | | | 6 | | | | 1,541 | | | | - | | | | - | | | | 1,728 | | | | Impairment | | | - | | | | - | | | | (166 | ) | | | (1,925 | ) | | | (175 | ) | | | (11 | ) | | | 1,515 | | | | (762 | ) | | | Amortization expense | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (4,720 | ) | | | (4,720 | ) | | | Balance as of December 31, 2025 | | $ | 1,245 | | | $ | 1,284 | | | $ | 2,801 | | | $ | 16,305 | | | $ | 6,170 | | | $ | 1,719 | | | $ | (22,890 | ) | | $ | 6,634 | | | | Intangible assets ending balance | | $ | 1,245 | | | $ | 1,284 | | | $ | 2,801 | | | $ | 16,305 | | | $ | 6,170 | | | $ | 1,719 | | | $ | (22,890 | ) | | $ | 6,634 | | | | Weighted average remaining amortization period at December 31, 2025 (in years) | | | 2.3 | | | | 3.8 | | | | 12.7 | | | | 1.5 | | | | 4.6 | | | | 0.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Useful Lives | | | 3 - 5 Years | | | | 6 Years | | | | 13-17 Years | | | | 5 Years | | | | 5 Years | | | | 2 Years | | | | | | | | | | | SCHEDULE OF CHANGES IN ACCUMULATED AMORTIZATION | | | Internal Use Software | | | Capitalized Engineering Costs | | | Trade Name and Patents | | | Customer Relationships | | | Internally Developed Technology | | | Non-Compete Agreements | | | Accumulated Amortization | | | | Balance as of January 1, 2024 | | $ | 721 | | | $ | - | | | $ | 2,092 | | | $ | 6,592 | | | $ | 2,729 | | | $ | 1,641 | | | $ | 13,775 | | | | Amortization expense | | | 24 | | | | 745 | | | | 684 | | | | 2,926 | | | | 1,444 | | | | 87 | | | | 5,910 | | | | Balance as of December 31, 2024 | | | 745 | | | | 745 | | | | 2,776 | | | | 9,518 | | | | 4,173 | | | | 1,728 | | | | 19,685 | | | | Impairment | | | - | | | | - | | | | (166 | ) | | | (1,178 | ) | | | (160 | ) | | | (11 | ) | | | (1,515 | ) | | | Intangible assets excluding goodwill beginning balance | | | 745 | | | | 745 | | | | 2,776 | | | | 9,518 | | | | 4,173 | | | | 1,728 | | | | 19,685 | | | | Amortization expense | | | 288 | | | | 345 | | | | 35 | | | | 3,341 | | | | 709 | | | | 2 | | | | 4,720 | | | | Balance as of December 31, 2025 | | $ | 1,033 | | | $ | 1,090 | | | $ | 2,645 | | | $ | 11,681 | | | $ | 4,722 | | | $ | 1,719 | | | $ | 22,890 | | | | Intangible assets excluding goodwill ending balance | | $ | 1,033 | | | $ | 1,090 | | | $ | 2,645 | | | $ | 11,681 | | | $ | 4,722 | | | $ | 1,719 | | | $ | 22,890 | | | Amortization expense during the years ended December 31, 2025, 2024, and 2023 were $4,720, $5,910, and $7,556, respectively. Amortization expense is included within general and administrative expense during the years ended December 31, 2025, 2024, and 2023. The Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result, recorded an intangible asset impairment charge of $762, $0, and $5,143 in the consolidated statements of operations during the years ended December 31, 2025, 2024, and 2023, respectively. See Note 3 - Business Combination for additional details. The estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | For the Years Ending December 31, | | Total | | | | 2026 | | $ | 3,599 | | | | 2027 | | | 1,927 | | | | 2028 | | | 481 | | | | 2029 | | | 336 | | | | 2030 | | | 175 | | | | Thereafter | | | 116 | | | | Finite-lived intangible assets, net | | $ | 6,634 | | | | F-33 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **6. GOODWILL** **** *Goodwill Impairment Assessment Year Ended December 31, 2025* ** In connection with the Companys annual goodwill impairment assessment on November 1, 2025, management evaluated each reporting unit with a goodwill balance for indicators of impairment. As of the assessment date, goodwill was allocated to two reporting units: Legacy Blink ($1,742, arising from the acquisition of Zemetric, Inc. in July 2025) and Mobility ($17,897). The Blink UK and Blue Corner reporting units had no remaining goodwill as of the assessment date, having been fully impaired as of December 31, 2024. For the Legacy Blink reporting unit, given the recency of the arms-length acquisition and the absence of adverse qualitative indicators, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. For the Mobility reporting unit, managements qualitative assessment identified multiple adverse factors indicating that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. These factors included: (i) continued operating losses and limited revenue growth relative to expectations at the time of the Envoy acquisition; (ii) a strategic realignment following changes in executive leadership, pursuant to which management determined that the Mobility business is no longer aligned with the Companys core EV charging infrastructure objectives; and (iii) the receipt of multiple non-binding expressions of interest from third parties to acquire the Mobility business at values substantially below its carrying amount. These indications of value reflected the pricing that willing market participants would ascribe to the reporting unit in an orderly transaction and, together with managements willingness to engage at those levels, provided sufficient market-based evidence to measure the impairment. Based on this evidence, the Company concluded that the reporting units carrying value exceeded its fair value by more than the total amount of goodwill allocated to the Mobility reporting unit. As a result, the Company recorded impairment of goodwill of $17,897 during the year ended December 31, 2025. The impairment charge is included in operating expenses in the accompanying consolidated statements of operations. *Goodwill Impairment Assessments Years Ended December 31, 2024 and 2023* During the years ended December 31, 2024 and 2023, the Company considered the decline in its stock price to be an indicator of impairment and, accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets on the dates where such indicators of impairment were identified in addition to performing its annual goodwill impairment analysis. This assessment involved comparing the estimated fair value of each of its reporting units to the reporting units carrying value, inclusive of the goodwill balance allocated to the reporting unit. Estimation of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions related to historical and market growth rates and gross margin improvements, as well as future operating expense synergies and optimization, among other factors. Based on its analysis, the Company determined that the carrying value exceeded the estimated fair value in all reporting units. Consequently, the Company recognized a goodwill impairment charge of $126,984 and $89,087in the consolidated statements of operations during the years ended December 31, 2024 and 2023 respectively. | F-34 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **6. GOODWILL CONTINUED** **** Changes in goodwill by reporting unit as of December 31, 2025 and 2024 were as follows: ****SCHEDULE OF GOODWILL | | | Legacy Blink | | | Mobility | | | Blue Corner | | | Blink UK | | | Total | | | | Balance as of January 1, 2024 | | $ | 117,345 | | | $ | 27,536 | | | $ | - | | | $ | - | | | $ | 144,881 | | | | Impairment expense | | | (117,345 | ) | | | (9,639 | ) | | | - | | | | - | | | | (126,984 | ) | | | Balance as of December 31, 2024 | | | - | | | | 17,897 | | | | - | | | | - | | | | 17,897 | | | | Beginning Balance | | | - | | | | 17,897 | | | | - | | | | - | | | | 17,897 | | | | Additions | | | 1,742 | | | | - | | | | - | | | | - | | | | 1,742 | | | | Impairment expense | | | - | | | | (17,897 | ) | | | - | | | | - | | | | (17,897 | ) | | | Balance as of December 31, 2025 | | $ | 1,742 | | | $ | - | | | $ | - | | | $ | - | | | $ | 1,742 | | | | Ending Balance | | $ | 1,742 | | | $ | - | | | $ | - | | | $ | - | | | $ | 1,742 | | | Cumulative impairment of goodwill by reporting unit as of December 31, 2025 and 2024 was as follows: SCHEDULE OF CHANGES IN ACCUMULATED IMPAIRMENT | | | Legacy Blink | | | Mobility | | | Blue Corner | | | Blink UK | | | Accumulated Impairment | | | | Balance as of January 1, 2024 | | $ | 58,530 | | | $ | 2,926 | | | $ | 16,644 | | | $ | 10,987 | | | $ | 89,087 | | | | Impairment expense | | | 117,345 | | | | 9,639 | | | | - | | | | - | | | | 126,984 | | | | Balance as of December 31, 2024 | | | 175,875 | | | | 12,565 | | | | 16,644 | | | | 10,987 | | | | 216,071 | | | | Beginning Balance | | | 175,875 | | | | 12,565 | | | | 16,644 | | | | 10,987 | | | | 216,071 | | | | Impairment expense | | | - | | | | 17,897 | | | | - | | | | - | | | | 17,897 | | | | Balance as of December 31, 2025 | | $ | 175,875 | | | $ | 30,462 | | | $ | 16,644 | | | $ | 10,987 | | | $ | 233,968 | | | | Ending Balance | | $ | 175,875 | | | $ | 30,462 | | | $ | 16,644 | | | $ | 10,987 | | | $ | 233,968 | | | **7. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES** **** Accounts payable, accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Accounts payable | | $ | 28,404 | | | $ | 28,888 | | | | Accrued professional, board and other fees | | 3,239 | | | | 1,644 | | | | Accrued wages | | | 2,723 | | | | 3,487 | | | | Warranty payable | | | 1,277 | | | | 1,721 | | | | Accrued income, property and sales taxes payable | | | 2,780 | | | | 972 | | | | Accrued purchases | | | 3,343 | | | | - | | | | Other accrued expenses | | | 2,607 | | | | 379 | | | | Government grant liabilities | | | 2,869 | | | | 1,784 | | | | Total accrued expenses | | $ | 47,242 | | | $ | 38,875 | | | | F-35 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **8. NOTES PAYABLE AND CONSIDERATION PAYABLE** **** SEMACONNECT- NOTES PAYABLE *Amendment to Merger Agreement* ** In connection with the Companys acquisition of SemaConnect in June 2022 pursuant to an Agreement and Plan of Merger (the Merger Agreement), the Company agreed to pay $40,600 in deferred merger consideration (the Deferred Merger Consideration), plus accrued interest, to the former stockholders of SemaConnect. On August 4, 2023, the Company entered into an amendment to the Merger Agreement to modify the payment terms of the Deferred Merger Consideration. Under the amended terms, the Company agreed to pay: (a) within 15 days following the consummation of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing, $12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders; and (b) within 15 days following the consummation of any financing transaction or series of related transactions in excess of $250,000 since the closing, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay the Deferred Merger Consideration until paid in full. The amendment also: (i) accelerated the maturity date from June 13, 2025 to April 1, 2025; (ii) increased the interest rate from 7% to 9.5% per annum (with 50% payable in cash and 50% payable in-kind); and (iii) provided each stockholder with the right to convert its outstanding Deferred Merger Consideration (after the initial $12,500 payment) into shares of the Companys common stock at a conversion price equal to 126% of the seven-day average stock price prior to the amendment date, subject to a cap that prevents the issuance of shares equal to or in excess of 20% of the Companys outstanding common stock. The payment obligations were guaranteed by all of the Companys U.S. subsidiaries and secured by a security interest on all assets of the Company and its U.S. subsidiaries. In consideration for the amendment, the Company issued 158,372 shares of common stock valued at $1,000 as a consent fee to the stockholders representative, which was recognized as a loss on extinguishment of debt in accordance with ASC 470 during the year ended December 31, 2023. The Company also recognized $50 of reimbursable legal fees as a debt discount, which was amortized through interest expense over the term of the note. ** During the year ended December 31, 2024, the Company repaid the remaining principal balance of $31,354due under this note as well as paid $1,139of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. OTHER NOTES PAYABLE In connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable; however, $9,292of principal were subsequently repaid during the year ended December 31, 2023. ENVOY CONSIDERATION PAYABLE In connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration. See Note 3 Business Combinations for details. During the year ended December 31, 2024, the Company repaid the remaining principal balance of $6,527due under this note as well as paid $297of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. See Note 10 Fair Value Measurement for additional details related to the settlement of the common stock consideration payable. | F-36 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **9. DEFERRED REVENUE** The Company records deferred revenue when cash payments are received or billings are due in advance of the Companys satisfaction of performance obligations under its contracts with customers. The Companys deferred revenue primarily relates to prepaid network fees and extended warranty. The Company expects to recognize the $17,282 deferred revenue balance as of December 31, 2025 as follows: approximately $12,100 during the year ending December 31, 2026; approximately $3,800 during the year ending December 31, 2027; approximately $1,300 during the year ending December 31, 2028; and the remaining balance thereafter through 2029. The expected timing of recognition is based on the contractual service periods of the underlying arrangements. Actual recognition may differ from these estimates as a result of changes in customer contracts or early termination of service arrangements. During the year ended December 31, 2025, the Company recognized $8,790 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2024. During the year ended December 31, 2024, the Company recognized $10,595of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2023. During the year ended December 31, 2023, the Company recognized $2,794of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2022. **10. FAIR VALUE MEASUREMENT** Assets and liabilities measured at fair value on a recurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | December 31, 2025 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | Assets: | | | | | | | | | | | | | | | | | | | Money market funds | | $ | 32,500 | | | $ | - | | | $ | - | | | $ | 32,500 | | | | Total assets | | $ | 32,500 | | | $ | - | | | $ | - | | | $ | 32,500 | | | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Warrant liability | | $ | - | | | $ | - | | | $ | 30 | | | $ | 30 | | | | Earn-out liabilities | | | - | | | | - | | | | 1,986 | | | | 1,986 | | | | Total liabilities | | $ | - | | | $ | - | | | $ | 2,016 | | | $ | 2,016 | | | | | | 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 | | | | F-37 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **10. FAIR VALUE MEASUREMENT CONTINUED** Assumptions utilized in the valuation of warrant liabilities are described as follows: ****SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Risk-free interest rate | | | 3.96%-4.03 | % | | | 3.98%-5.09 | % | | | 4.64%-5.46 | % | | | Contractual term (years) | | | 1.00 | | | | 1.00 | | | | 1.00 | | | | Expected volatility | | | 74%-80 | % | | | 84%-92 | % | | | 67%-80 | % | | | Expected dividend yield | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | **** The following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS | | | 2025 | | | 2024 | | | | | | | | | | | | | Common Stock Consideration Payable | | | | | | | | | | | Beginning balance as of January 1, | | $ | 21,028 | | | $ | 18,118 | | | | Change in fair value of consideration payable | | | (9,238 | ) | | | 2,910 | | | | Issuance of common stock and warrants in satisfaction of consideration payable | | | (11,790 | ) | | | - | | | | Ending balance as of December 31, | | $ | - | | | $ | 21,028 | | | | | | | | | | | | | | | Warrant Liability | | | | | | | | | | | Beginning balance as of January 1, | | $ | 22 | | | $ | 32 | | | | Change in fair value of warrant liability | | | 8 | | | | (10 | ) | | | Ending balance as of December 31, | | $ | 30 | | | $ | 22 | | | | | | | | | | | | | | | Earn-Out Liabilities | | | | | | | | | | | Beginning balance as of January 1, | | $ | - | | | $ | - | | | | Contingent consideration assumed in Zemetric acquisition | | | 2,194 | | | | - | | | | Common stock issued in satisfaction of earn-out liabilities | | | (206 | ) | | | - | | | | Change in fair value of earn-out liabilities | | | (2 | ) | | | - | | | | Ending balance as of December 31, | | $ | 1,986 | | | $ | - | | | **** See Note 8- Notes Payable and Consideration Payable for additional details. ** 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 assets projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. | F-38 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **10. FAIR VALUE MEASUREMENT CONTINUED** COMMON STOCK CONSIDERATION PAYABLE The common stock consideration payable is recorded at fair value of $0and $21,028as of December 31, 2025 and 2024, respectively, and was included within consideration payable on the 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 year ended December 31, 2025, in satisfaction of the Companys obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of9,696,882shares of the Companys common stock with an aggregate issuance date fair value of $9,018and warrants to purchase up to an aggregate of3,898,177shares of the Companys common stock at an exercise price of $0.01per share with an aggregate issuance date fair value of $2,772, both of which were classified within stockholders equity on the 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 $21,028and 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 $9,238during the year ended December 31, 2025. Of the3,898,177shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Companys 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 Companys 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 Companys 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 Companys common stock on its principal trading market as reported on the electronic reporting system of such exchange. 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. During the year ended December 31, 2025, 1,470,588 warrants related to the first tranche of warrants had become exercisable upon meeting vesting conditions. Furthermore, 653,118 of these warrants were exercised during the year ended December 31, 2025. The remaining two tranches have not vested as of December 31, 2025. **** EARN-OUT LIABILITIES See Note 3 Business Combination for details. | F-39 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **11. STOCKHOLDERS EQUITY** **** AUTHORIZED CAPITAL **** The Company is authorized to issue500,000,000shares of common stock, $0.001par value, and40,000,000shares of preferred stock, $0.001par value.The holders of the Companys common stock are entitled to one vote per share.The preferred stock is designated as follows:20,000,000shares to Series A Convertible Preferred Stock;10,000shares to Series B Convertible Preferred Stock;250,000shares to Series C Convertible Preferred Stock;13shares to Series D Convertible Preferred Stock; and19,739,987undesignated shares. OMNIBUS INCENTIVE PLANS On September 7, 2018, the Board of the Company, as well as a majority of the Companys shareholders approved the Companys 2018 Incentive Compensation Plan (the 2018 Plan), which enables the Company to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Companys sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least100% of the fair market value on the date of grant and if issued to a10% or greater shareholder must be at least110% of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is5,000,000, adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028. As of December 31, 2025, and 2024, options to purchase496,600and986,165shares of options were outstanding, respectively. As of December 31, 2025, and 2024, 3,345,353 and4,974,178shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company. As of December 31, 2025 and 2024, there were2,199,439 and2,025,822securities available for future issuance under the 2018 Plan, respectively. PUBLIC OFFERINGS In February 2023, the Company completed an underwritten registered public offering of8,333,333shares of its common stock at a public offering price of $12.00per share. The Company received approximately $100,000in gross proceeds from the public offering and $94,766in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023. Barclays acted as the sole book-running manager for the offering. H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering. The underwriters did not exercise the over-allotment granted to them in connection with the offering. In December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $0.75 per share. The Company received approximately $20,000 in gross proceeds from the public offering, and approximately $18,526 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. In connection with the offering, the Company engaged H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC as co-placement agents and agreed to pay them a cash fee equal to 6.0% of the aggregate gross proceeds, reimbursement of out-of-pocket expenses up to approximately $141, and warrants to purchase up to 1,600,000 shares of common stock at an exercise price of $0.9375 per share (representing 125% of the public offering price). The placement agent warrants are immediately exercisable and expire three years from the date of issuance. In connection with the offering, each of the Companys officers and directors entered into lock-up agreements restricting the sale or transfer of Company securities for 90 days following the closing date, subject to certain exceptions. The Company also agreed not to issue additional shares of common stock, securities convertible into common stock, or file any registration statements for 90 days following the closing date, subject to certain exceptions. | F-40 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **11. STOCKHOLDERS EQUITY CONTINUED** AT-THE-MARKET OFFERING During the year ended December 31, 2023, the Company sold30,914,695shares of its common stock pursuant to the ATM program for gross proceeds of approximately $116,651and net proceeds of approximately $114,317after deducting offering expenses. During the year ended December 31, 2024, the Company sold an aggregate of8,970,010shares of common stock aggregate gross proceeds of $27,004, less issuance costs of $608, for net proceeds of $26,396. As of December 31, 2024, the Company has approximately $98,648available under this ATM program During the year ended December 31, 2025, the Company sold an aggregate of681,330shares 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 ATM is not currently active since the Company does not have an effective shelf registration statement covering the shares of common stock issuable thereunder. **** COMMON STOCK **** *2023* During the year ended December 31, 2023, the Company issued an aggregate of557,733shares of common stock pursuant to exercises of warrants to purchase an aggregate of557,733shares of common stock for aggregate net proceeds of $835. During the year ended December 31, 2023, the Company issued an aggregate of8,235shares of common stock with an issuance date fair value of $35in satisfaction of a common stock liability. During the year ended December 31, 2023, the Company issued an aggregate of393,240shares of the Companys common stock pursuant to the cashless exercise of796,940options and warrants. The options had a weighted average exercise price of $3.35per share and the warrants had a weighted average exercise price of $4.25per share. During the year ended December 31, 2023, the Company received27,681shares of common stock with a value of $197which were surrendered by the recipients for payroll tax purposes. These shares were surrendered and cancelled as of December 31, 2023. During the year ended December 31, 2023, the Company issued an aggregate of370,899shares of common stock with an issuance date fair value of $2,600in satisfaction of accrued issuable equity to its former Chief Executive Officer. See Note 16 Commitments and Contingencies Separation Agreement for additional details. See Note 8 Notes Payable and Consideration Payable for details of the issuance of158,372shares of common stock in connection with the extinguishment of notes payable. **** During the year ended December 31, 2023, the Company issued an aggregate of5,866shares of common stock for services to a board member with an issuance date fair value of $132. **** During the year ended December 31, 2023, the Company issued an aggregate of103,843shares of common stock with an issuance date fair value of $128as compensation to employees and its former Chief Executive Officer. **** During the year ended December 31, 2023, the Company issued an aggregate of376,778shares of common stock for services to employees with an aggregate issuance date fair value of $3,104. **** During the year ended December 31, 2023, the Company issued an aggregate of146,475shares of common stock for services to an employee with an issuance date fair value of $334. **** | F-41 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **11. STOCKHOLDERS EQUITY CONTINUED** **** COMMON STOCK - CONTINUED ** *2024* **** During the year ended December 31, 2024, the Company issued an aggregate of837shares of common stock for services to an employee with an issuance date fair value of $2and will be recognized ratably over the vesting term. On the grant date,279shares vested immediately,279shares vested on April 1, 2024, and the remaining279shares will vest on April 1, 2025. Expenses related to this award are included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company issued an aggregate of157,870shares of common stock upon vesting of restricted stock units to employees for services with an aggregate grant date fair value of $1,455. Expenses related to this award were included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company granted an aggregate of986,563shares of restricted stock with an aggregate grant date fair value of $2,854which will be recognized ratably over the vesting terms. The restricted stock has vesting dates ranging from April 15, 2024 to June 30, 2027. Expenses related to this award are included within compensation expense on the consolidated statements of operations. *2025* **** During the year ended December 31, 2025, the Company issued 653,118 shares of common stock pursuant to a warrant exercise. During the year ended December 31, 2025, the Company issued 189,892 shares of common stock in satisfaction of certain earn-out liabilities pursuant to the Zemetric acquisition. See Note 3- Business Combinations- for additional information. See Note 3 - Business Combination for additional details related to common stock issued as consideration for the Zemetric acquisition. See Note 10 - Fair Value Measurement for additional details related to common stock and warrants issued in satisfaction of consideration payable. | F-42 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **11. STOCKHOLDERS EQUITY CONTINUED** ** STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December 31, 2025, 2024, and 2023, of $2,764, $3,525, $22,039, respectively, which is included within compensation expense on the consolidated statement of operations. As December 31, 2025, there was $1,450 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of1.34 years. WARRANT AND OPTION VALUATION The Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are recorded as a reduction of previously expensed amount at the time of occurrence. The expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the simplified method to develop an estimate of the expected term of plain vanilla employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. RESTRICTED STOCK UNITS The Company grants Restricted Stock Units (RSUs) to employees, executives, and members of the Board of Directors under the Companys equity incentive plan. RSUs represent a right to receive shares of the Companys common stock upon vesting and have no exercise price. The RSUs vest ratably over service periods of one to three years from the date of grant, subject to the recipients continued service with the Company. Upon vesting, the RSUs automatically settle and convert into unrestricted shares of the Companys common stock. The fair value of RSUs is determined based on the closing price of the Companys common stock on the date of grant. A summary of the RSU activity during the year ended December 31, 2025 is presented below: SCHEDULE OF RSU ACTIVITY | | | | | | Weighted | | | Weighted | | | | | | | | | Average | | | Average | | | | | | Number of | | | Grant Date | | | Grant Date | | | | | | Shares | | | Fair Value Per Share | | | Fair Value | | | | Unvested, January 1, 2025 | | | 1,160,667 | | | $ | 3.32 | | | 3,850 | | | | Granted | | | 1,713,160 | | | | 1.25 | | | | 2,136 | | | | Vested | | | (1,074,742 | ) | | | 2.74 | | | | (2,940 | ) | | | Cancelled/forfeited/expired | | | (324,642 | ) | | | 2.32 | | | | (755 | ) | | | Unvested, December 31, 2025 | | | 1,474,443 | | | $ | 1.57 | | | $ | 2,291 | | | | F-43 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **11. STOCKHOLDERS EQUITY CONTINUED** STOCK OPTIONS In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | | | | | | | | | | | | | Risk free interest rate | | | 4.12 | % | | | 3.60%-4.64 | % | | | 3.00%-4.14 | % | | | Expected term (years) | | | 8.00 | | | | 6.00 | | | | 5.00 | | | | Expected volatility | | | 81 | % | | | 110.3%-125.9 | % | | | 115.9%-117.3 | % | | | Expected dividends | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | A summary of the option activity during the year ended December 31, 2025 is presented below: SUMMARY OF OPTIONS ACTIVITY | | | | | | | | | Weighted | | | | | | | | | | | | Weighted | | | Average | | | | | | | | | | | | Average | | | Remaining | | | Aggregate | | | | | | Number of | | | Exercise | | | Life | | | Intrinsic | | | | | | Shares | | | Price | | | In Years | | | Value | | | | Outstanding, January 1, 2025 | | | 986,165 | | | $ | 26.27 | | | | | | | | | | | | Granted | | | 100,257 | | | | 2.55 | | | | | | | | | | | | Cancelled/forfeited/expired | | | (589,822 | ) | | | 33.03 | | | | | | | | | | | | Outstanding, December 31, 2025 | | | 496,600 | | | $ | 13.43 | | | | 3.3 | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | Exercisable, December 31, 2025 | | | 415,853 | | | $ | 15.60 | | | | 2.5 | | | $ | - | | | The weighted average estimated fair value of the options granted during the years ended December 31, 2025, 2024, and 2023 were $2.40, $4.09, and $12.54per share. | F-44 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **11. STOCKHOLDERS EQUITY CONTINUED** **** STOCK OPTIONS CONTINUED The following table presents information related to stock options as of December 31, 2025: SCHEDULE OF STOCK OPTIONS | | | Options Outstanding | | | Options Exercisable | | | | | | Weighted | | | | | | Weighted | | | | | | | Range of | | Average | | | Outstanding | | | Average | | | Exercisable | | | | Exercise | | Exercise | | | Number of | | | Remaining Life | | | Number of | | | | Price | | Price | | | Options | | | In Years | | | Options | | | | $0.97-$9.14 | | $ | 2.62 | | | | 302,948 | | | | 2.2 | | | | 222,201 | | | | $15.51-$38.45 | | $ | 28.69 | | | | 177,748 | | | | 2.9 | | | | 177,748 | | | | $40.82-$59.22 | | $ | 48.86 | | | | 15,904 | | | | 1.6 | | | | 15,904 | | | | | | | 13.43 | | | | 496,600 | | | | 2.5 | | | | 415,853 | | | STOCK WARRANTS In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | | | | | | | | | | | | | Risk free interest rate | | | 3.68 | % | | | N/A | | | | 3.39%-4.03 | % | | | Expected term (years) | | | 1.67-3.01 | | | | N/A | | | | 5.00 | | | | Expected volatility | | | 83.3%-84.9 | % | | | N/A | | | | 115.9%-133.4 | % | | | Expected dividends | | | 0.00 | % | | | N/A | | | | 0.00 | % | | Note 10 Fair Value Measurement and elsewhere within this note for additional details regarding valuation of the warrants issued to the former shareholders of Envoy. | F-45 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **11. STOCKHOLDERS EQUITY CONTINUED** STOCK WARRANTS CONTINUED The following table accounts for the Companys warrant activity for the year ended December 31, 2025: SCHEDULE OF WARRANT ACTIVITY | | | | | | | | | Weighted | | | | | | | | | | | | Weighted | | | Average | | | | | | | | | | | | Average | | | Remaining | | | Aggregate | | | | | | Number of | | | Exercise | | | Life | | | Intrinsic | | | | | | Shares | | | Price | | | In Years | | | Value | | | | Outstanding, January 1, 2025 | | | 1,145,914 | | | $ | 9.69 | | | | | | | | | | | | Issued | | | 5,498,177 | | | | 0.28 | | | | | | | | | | | | Exercised | | | (653,118 | ) | | | 0.01 | | | | | | | | | | | | Outstanding, December 31, 2025 | | | 5,990,973 | | | $ | 2.11 | | | | 1.9 | | | $ | 2,132,004 | | | | | | | | | | | | | | | | | | | | | | | Exercisable, December 31, 2025 | | | 3,563,384 | | | $ | 2.11 | | | | 2.3 | | | $ | 2,132,004 | | | The following table presents information related to stock warrants as of December 31, 2025: SCHEDULE OF STOCK WARRANTS | | | Warrants Outstanding | | | Warrants Exercisable | | | | | | Weighted | | | | | | Weighted | | | | | | | Range of | | Average | | | Outstanding | | | Average | | | Exercisable | | | | Exercise | | Exercise | | | Number of | | | Remaining Life | | | Number of | | | | Price | | Price | | | Warrants | | | In Years | | | Warrants | | | | | | | | | | | | | | | | | | | | | | | $0.01 | | $ | 0.01 | | | | 3,245,059 | | | | 1.3 | | | | 817,470 | | | | $0.9375 | | $ | 0.9375 | | | | 1,600,000 | | | | 3.0 | | | | 1,600,000 | | | | $8.82-$11.56 | | $ | 9.69 | | | | 1,145,914 | | | | 2.2 | | | | 1,145,914 | | | | | | | | | | | 5,990,973 | | | | 2.3 | | | | 3,563,384 | | | **** | F-46 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **12. INCOME TAXES** **** Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. On July 4, 2025, H.R.1 (the Tax Reform Act of 2025) was enacted in the U.S. The Tax Reform Act of 2025 includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. Important business provisions include, but are not limited to, reinstatement of permanent expensing of domestic research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation. The provisions in the Tax Reform Act of 2025 have multiple effective dates, with certain provisions effective in 2025 and others implemented through future years. The Tax Reform Act of 2025 did not materially impact the Companys effective tax rate for 2025. The Company continues to evaluate the future impact of these tax law changes on its financial statements. The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consists of the following: SCHEDULE OF INCOME TAX PROVISION | | | For the Years Ended December 31 | | | | | | 2025 | | | 2024 | | | 2023 | | | | Federal: | | | | | | | | | | | | | | | Current | | $ | - | | | $ | - | | | $ | - | | | | Deferred | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | State: | | | | | | | | | | | | | | | Current | | | 91 | | | | 119 | | | | - | | | | Deferred | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Foreign: | | | | | | | | | | | | | | | Current | | | 226 | | | | 537 | | | | 1,494 | | | | Deferred | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Income tax provision | | $ | 317 | | | $ | 656 | | | $ | 1,494 | | | No federal or state current tax provision has been recorded for the years ended December 31, 2025, 2024, and 2023 because the Company had net operating losses for federal and state tax purposes. However, a foreign tax provision was recorded related to the Companys operations in India. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company will perform a Section 382 analysis in the future. The related decrease in the deferred tax asset will be offset by the decrease in valuation allowance. | F-47 | | **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **12. INCOME TAXES CONTINUED** In accordance with ASU 2023-09, the following table summarizes differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations during the year ended December 31, 2025. SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE | Permanent differences: | | | | | | | | | | | | | For the Year Ended December 31, 2025 | | | Tax benefit at U.S. federal statutory rate | | $ | (17,248 | ) | | | 21.0 | % | | | State income taxes, net of federal benefit (1) | | | 83 | | | | (0.1 | )% | | | Nontaxable or non deductible items | | | | | | | | | | | Stock compensation | | | 34 | | | | 0.0 | % | | | Loss on impairment of intangibles and goodwill | | | 3,758 | | | | (4.6 | )% | | | Other permanent differences | | | (1,928 | ) | | | 2.3 | % | | | Income from non-includable foreign entities | | | 3,143 | | | | (3.8 | )% | | | Foreign tax effects (2) | | | | | | | | | | | India foreign tax expense (2) | | | 225 | | | | (0.3 | )% | | | Tax credits | | | (30 | ) | | | 0.0 | % | | | Change in valuation allowance | | | 12,280 | | | | (14.9 | )% | | | Effective income tax rate | | $ | 317 | | | | (0.4 | )% | | | (1) | State taxes in California, Florida, and Maryland accumulated to over 50% of the tax effect in this category. | | | (2) | India is the only foreign jurisdiction which meets the 5% threshold. | | The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized. **** A reconciliation of the statutory federal income tax rate to the Companys effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09 is as follows: **** | | | 2024 | | | 2023 | | | | | | For the Years Ended December 31 | | | | | | 2024 | | | 2023 | | | | Tax benefit at federal statutory rate | | | (21.0 | )% | | | (21.0 | )% | | | State income taxes, net of federal benefit | | | (1.2 | )% | | | 0.2 | % | | | Permanent differences: | | | | | | | | | | | Stock compensation | | | 0.2 | % | | | 1.5 | % | | | Impairment of intangibles and goodwill | | | 13.5 | % | | | 9.8 | % | | | Section 162(m) | | | 0.0 | % | | | 1.9 | % | | | Other permanent differences | | | 0.0 | % | | | 0.2 | % | | | Tax credits | | | 0.0 | % | | | 0.0 | % | | | Income from non-includable foreign entities | | | 2.0 | % | | | 1.8 | % | | | Deferred adjustments and true-up | | | (5.1 | )% | | | 2.3 | % | | | Change in valuation allowance | | | 13.5 | % | | | 7.3 | % | | | Foreign tax | | | (1.5 | )% | | | (3.2 | )% | | | Effective income tax rate | | | 0.4 | % | | | 0.7 | % | | **** The disaggregation of the Companys domestic and foreign pre-tax loss for the years ended December 31, 2025, 2024, and 2023, is as follows: SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended December 31 | | | | | | 2025 | | | 2024 | | | 2023 | | | | | | | | | | | | | | | | U.S. | | $ | (68,101 | ) | | $ | (180,327 | ) | | $ | (151,883 | ) | | | Foreign | | | (14,967 | ) | | | (20,335 | ) | | | (50,316 | ) | | | Total | | $ | (83,068 | ) | | $ | (200,662 | ) | | $ | (202,199 | ) | | | F-48 | | **** **BLINK CHARGING CO.** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **12. INCOME TAXES CONTINUED** A reconciliation of the income tax paid by jurisdiction is as follows: SCHEDULE OF INCOME TAXES RECONCILIATION JURISDICTION | | | For the Year Ended December 31 | | | | | | 2025 | | | | Income Taxes paid (net of refunds) | | | | | | | U.S. federal | | $ | - | | | | U.S. state and local | | | | | | | Maryland | | | 37 | | | | Texas | | | 31 | | | | Florida | | | 25 | | | | Massachusetts | | | 22 | | | | Georgia | | | 18 | | | | Pennsylvania | | | 18 | | | | Other | | | 24 | | | | U.S. state and local | | | 175 | | | | Foreign | | | | | | | India | | | 163 | | | | Total | | $ | 338 | | | The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Deferred Tax Assets: | | | | | | | | | | | Net Operating Loss Carryforwards - Federal | | $ | 81,341 | | | $ | 71,339 | | | | Net Operating Loss Carryforwards - States | | | 13,679 | | | | 12,191 | | | | Net Operating Loss Carryforwards - UK | | | 8,497 | | | | 6,560 | | | | Net Operating Loss Carryforwards - Belgium | | | 12,149 | | | | 10,523 | | | | Tax Credits | | | 716 | | | | 686 | | | | Stock-Based Compensation | | | 1,135 | | | | 713 | | | | Accruals | | | 2,391 | | | | 944 | | | | Deferred Revenue | | | 2,002 | | | | 2,299 | | | | Allowance for Doubtful Accounts | | | 2,174 | | | | 1,536 | | | | Capitalized Sec. 174 R&E | | | 2,976 | | | | 2,147 | | | | ROU Liability | | | 1,401 | | | | 1,944 | | | | Other | | | 2,061 | | | | 1,934 | | | | | | | | | | | | | | | Deferred tax assets, gross | | | 130,522 | | | | 112,816 | | | | | | | | | | | | | | | Deferred Tax Liabilities: | | | | | | | | | | | Intangible Assets | | | (1,742 | ) | | | (2,197 | ) | | | Depreciable Assets | | | (6,304 | ) | | | (3,613 | ) | | | Unrealized Gain/Loss | | | 72 | | | | (175 | ) | | | ROU Asset | | | (1,100 | ) | | | (1,685 | ) | | | Other | | | (222 | ) | | | (531 | ) | | | Deferred tax liabilities, gross | | | (9,296 | ) | | | (8,201 | ) | | | | | | | | | | | | | | Net Deferred Tax Assets | | | 121,226 | | | | 104,615 | | | | Valuation Allowance | | | (121,200 | ) | | | (104,589 | ) | | | Deferred Tax Assets, Net of Valuation Allowance | | | 26 | | | | 26 | | | | | | | | | | | | | | | Change in Valuation Allowance | | $ | 16,611 | | | $ | 15,858 | | | | F-49 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **12. INCOME TAXES CONTINUED** The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to the amount that will more likely than not be realized. As of December 31, 2025, the Company had net operating loss carry forwards for federal income tax purposes of approximately $387,336, of which $86,636 expire at various dates between 2029 and 2037. The remaining $300,700 of net operating loss carry forwards incurred after 2017 do not have an expiration date. In addition, state net operating loss carryforwards available are approximately $253,241 as of December 31, 2025. The state NOL carryforwards have expiration dates as follows: SUMMARY OF NOL CARRYFORWARDS | Expiration Date | | State NOL | | | | 2031 | | $ | 265 | | | | 2032 | | | 582 | | | | 2033 | | | 1,219 | | | | 2034 | | | 2,042 | | | | 2035 and after | | | 152,261 | | | | Indefinite | | | 96,872 | | | | Total | | $ | 253,241 | | | As of December 31, 2025, the Company has foreign NOL carryforwards of approximately $44,724 in the United Kingdom and approximately $48,595 in Belgium, all of which are attributable to the Companys foreign subsidiaries. These NOL carryforwards may be utilized to offset future taxable income in their respective jurisdictions, subject to applicable statutory limitations and regulations. The NOL carryforwards in both the United Kingdom and Belgium can be carried forward indefinitely. **13. RELATED PARTIES** 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%. 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 Entitys future operations is limited to the Companys 40% ownership. In May 2025, the Company sold its equity interest in the Entity and recorded a gain on sale of investment of $223, which was included within general and administrative expenses on the consolidated statements of operations The Company recorded $0, $203, and $0 of sales to Hellas during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2024, the Company had a receivable $31 from Hellas. As of December 31, 2024 the Company had a payable of approximately $129, respectively, to Hellas. In addition, the Company has provided working capital of $274 through December 31, 2025 and 2024, respectively, in Hellas. Through December 31, 2023, the Company has provided working capital of $177 to Hellas. The Company has written off this working capital contribution, since the Companys proportion of Hellass 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 December 31, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the years ended December 31, 2025, 2024, and 2023. BLINK CHARGING UK LIMITED As of December 31, 2025, certain family members of a senior management employee, who is a former founder of EB Charging Ltd., were providing services to Blink Charging UK Limited. For the twelve months ended December 31, 2025 and 2024, these related parties have collectively provided services totaling $120 and $209, respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2025 and 2024. As of December 31, 2025, the family members of the senior management employee no longer provide services to the Company. NOTE 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. The balance on the note payable was $114, which was repaid in full in October 2025. | F-50 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **14. EMPLOYEE BENEFIT PLANS** The Company has defined-contribution plans for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. These plans provide discretionary employer matching contributions to eligible employees up to certain statutory annual limits. Employer contributions to these plans were $839, $921, and $652 for the years ended December 31, 2025, 2024, and 2023, respectively. **15. LEASES** Total operating lease expenses for the year ended December 31, 2025, 2024, and 2023, were $2,195, $2,610, and $1,803, respectively, and are recorded in other operating expenses on the consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments, variable lease costs, and other expenses. In September 2025, the Company terminated its lease for its facility in Tempe, Arizona and paid a lease termination fee of $130. The Company derecognized the operating lease right-of-use asset and corresponding lease liabilities and recognized a loss on lease termination of $58 within other operating expenses during the year ended December 31, 2025. As of December 31, 2025, the Company had $106 of right-of-use assets that were classified as financing leases for vehicles and are included as a component of property and equipment on the consolidated balance sheet as of December 31, 2025. As of December 31, 2025, the Company did not have additional operating and financing leases that have not yet commenced. During the years ended December 31, 2025, 2024, and 2023, the Company recorded $7 and $13, and $37 of interest expense related to finance leases, respectively, which were recorded within interest expense on the consolidated statements of operations. Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES | | | For The Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating cash flows from operating leases | | $ | 4,285 | | | $ | 3,222 | | | $ | 3,672 | | | | Financing cash flows from finance leases | | $ | 36 | | | $ | 596 | | | $ | 2,837 | | | | | | | | | | | | | | | | | | | Right-of-use assets obtained in exchange for lease obligations: | | | | | | | | | | | | | | | Operating leases | | $ | 1,664 | | | $ | 3,205 | | | $ | 7,401 | | | | Finance leases | | $ | 10 | | | $ | 53 | | | $ | 2,798 | | | | | | | | | | | | | | | | | | | Weighted Average Remaining Lease Term | | | | | | | | | | | | | | | Operating leases | | | 2.19 | | | | 2.63 | | | | 2.74 | | | | Finance leases | | | 3.16 | | | | 0.30 | | | | 1.71 | | | | | | | | | | | | | | | | | | | Weighted Average Discount Rate | | | | | | | | | | | | | | | Operating leases | | | 7.2 | % | | | 7.4 | % | | | 7.5 | % | | | Finance leases | | | 6.2 | % | | | 6.2 | % | | | 6.4 | % | | Future minimum payments under non-cancellable leases as of December 31, 2025 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | For the Years Ending December 31, | | Operating Lease | | | Finance Lease | | | | 2026 | | $ | 3,946 | | | $ | 47 | | | | 2027 | | | 2,170 | | | | 41 | | | | 2028 | | | 1,610 | | | | 27 | | | | 2029 | | | 931 | | | | - | | | | 2030 | | | 898 | | | | - | | | | Thereafter | | | 500 | | | | - | | | | Total future minimum lease payments | | | 10,055 | | | | 115 | | | | Less: imputed interest | | | (2,470 | ) | | | (9 | ) | | | Total | | $ | 7,585 | | | $ | 106 | | | | F-51 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **16. 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 December 31, 2025, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters 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 Companys financial position, liquidity or results of operations in any future reporting period. In August 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blinks former Chairman of the Board and Chief Executive Officer), and Michael Rama (Blinks Chief Financial Officer) (the Bush Lawsuit). In September 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages. Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021. The Amended Complaint alleged, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint. In November 2023, the court dismissed Co-Lead Plaintiffs claims relating to the size of Blinks charging network and denied the remainder of the motion to dismiss. Following a mediation in April 2024, the parties agreed to the terms of a settlement in which the Defendants agreed to pay $3,750 (inclusive of attorneys fees and administrative costs) in exchange for the dismissal with prejudice of all claims. On October 21, 2024, the Court held a final settlement hearing, approved the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case. The full settlement amount has been paid by the Companys Directors and Officers insurance policies. 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 Blinks 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 Companys nomination, appointment and hiring of minorities and women and the Companys 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 Blinks 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. | F-52 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **16. COMMITMENTS AND CONTINGENCIES CONTINUED** LITIGATION, DISPUTES AND SETTLEMENTS - CONTINUED Following a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the Settlement) dated June 26, 2025. The Settlement resolves 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 (the Fee and Expense Award), which the Companys insurance carriers have paid. On 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. On December 4, 2025, plaintiffs in the Florida Action filed a notice of voluntary dismissal with prejudice and the case was closed. 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 NEXTs petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025, the Arbitrator issued an interim award which requires the Company to provide an accounting within 90 days applying the Arbitrators determinations regarding the Commission Agreement. The Company anticipates that the accounting will result in a final award of less than $100 with an ongoing obligation to pay a de minimis monthly amount that is expected to decline to zero over time. The Arbitrator denied the Companys claim for injunctive relief. The Arbitrator declined to award attorneys fees to either party. | F-53 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **17. 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 Network and EV charging equipment, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-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 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: SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES | | | 2025 | | | 2024 | | | 2023 | | | | | | For The Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Other operating expenses | | | | | | | | | | | | | | | Software | | $ | 6,266 | | | $ | 4,947 | | | $ | 3,343 | | | | Other (1) | | | 15,089 | | | | 15,444 | | | | 14,482 | | | | Total other operating expenses | | $ | 21,355 | | | $ | 20,391 | | | $ | 17,825 | | | | (1) | Includes operating lease expense, issuance 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: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | United States | | $ | 35,296 | | | $ | 33,745 | | | | United Kingdom | | | 8,754 | | | | 8,935 | | | | International - Other | | | 4,972 | | | | 3,913 | | | | Total | | $ | 49,022 | | | $ | 46,593 | | | The following table summarizes our revenue recognized in the consolidated statements of operations by geographical area: SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA | | | 2025 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | 2023 | | | | Revenues by Geographical Area | | | | | | | | | | | | | | | U.S.A | | $ | 67,653 | | | $ | 88,189 | | | $ | 104,714 | | | | International | | | 35,867 | | | | 35,848 | | | | 35,884 | | | | Total Revenue | | $ | 103,520 | | | $ | 124,037 | | | $ | 140,598 | | | For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 Summary of Significant Accounting Policies. For additional information related to goodwill, see Note 6 - Goodwill. | F-54 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **18. RESTRUCTURING** **** In May 2025, the Company announced the BlinkForward Initiative (the Initiative), a restructuring plan designed to accelerate the Companys path to profitability, improve overall liquidity and enhance operational efficiency through workforce optimization, reductions in operating and administrative costs, and changes to the Companys manufacturing strategy. The Company expects the Initiative to be substantially complete by Q2 2026. As part of the Initiative, the Company reduced its global workforce. The workforce reduction was primarily completed during 2025 and resulted in restructuring charges consisting primarily of employee severance and related benefit costs. These costs are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations, when the obligations are incurred. The Company also transitioned its EV charging hardware manufacturing to a contract manufacturing model, which was completed in January 2026. The Company no longer maintains in-house manufacturing facilities. In addition, the Initiative includes a strategic emphasis on expanding the Companys DC Fast Charging network, prioritizing deployment of high-speed chargers in strategic locations with higher utilization potential. Restructuring charges of $1,320 are included within operating expenses on the accompanying consolidated statements of operations. These expenses related to severance, lease termination costs, and accelerated vesting of stock-based compensation awards. The Company operates as a single reportable segment; accordingly, all restructuring costs relate to the Companys single reportable segment. The Company expects the restructuring activities associated with the BlinkForward Initiative to result in meaningful reductions in operating expenses and improved operating leverage in future periods. The following table sets forth a summary of the changes in the restructuring-related liabilities: SCHEDULE OF RESTRUCTURING RELATED LIABILITIES | | | Severance | | | Lease Termination | | | Total | | | | | | | | | | | | | | | | Beginning balance as of January 1, 2025 | | $ | - | | | $ | - | | | $ | - | | | | Costs incurred and charged to expense | | | 1,250 | | | | 70 | | | | 1,320 | | | | Costs paid or otherwise settled | | | (982 | ) | | | (70 | ) | | | (1,052 | ) | | | Ending balance as of December 31, 2025 | | $ | 268 | | | $ | - | | | $ | 268 | | | **** **** | F-55 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS** In connection with the preparation of the Companys consolidated financial statements for the year ended December 31, 2025, the Company identified a number of misstatements in the Companys previously issued financial statements as summarized below. The identified misstatements impacted certain components of the balance sheet, statement of operations, statement of comprehensive loss, statement of changes in stockholders equity and statement of cash flows in the consolidated financial statements included in the Form 10-K for the year ended December 31, 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 consolidated financial statements as of and for the year ended December 31, 2024. However, the Company concluded the financial statements should be revised for these errors. The revisions consist of the following adjustments: | | (a) | Reclassification of $656 of asset-related grant income from revenue to a reduction of depreciation expense to more appropriately reflect the nature of the grants as reimbursements of depreciable asset costs. No net impact on the balance sheet; this is an income statement reclassification between revenue and depreciation expense with no effect on net loss. | | | | | | | | | (b) | Adjustments to the timing of recognition of network fee revenues of $764 and warranty revenues of $740, totaling $1,504, to correctly align revenue recognition with the satisfaction of the related performance obligations. A related $40 reduction in cost of product sales was also recorded. Impact on balance sheet: Accounts payable, accrued expenses and other current liabilities increased by $1,464, representing deferred performance obligations. Net impact on income statement: $1,464 increase to net loss. Cash flow impact: The increase in net loss is offset by an increase in accounts payable, accrued expenses, and other current liabilities. | | | | | | | | | (c) | Write-off of $1,672 related to certain installed charging units that were determined not to be performing to specifications. Impact on balance sheet: Inventory decreased by $1,672, with an offsetting charge to cost of product sales. Cash flow impact: No net impact on operating cash flows. | | | | | | | | | (d) | Write-off of $1,730 related to older, incomplete charger deployment projects for which the Company determined the related costs no longer met the criteria for capitalization. Additionally, $108 of incremental costs were recognized within general and administrative expenses and $40 of incremental costs were recognized within cost of product sales. Impact on balance sheet: Property and equipment, net decreased by $1,290 (gross cost of $1,730 less $440 accumulated depreciation), with the net book value charge of $1,290 recorded through cost of product sales. Accounts payable, accrued expenses and other current liabilities increased by $148. Cash flow impact: No net impact on operating cash flows. | | | | | | | | | (e) | Reversal of $1,330 of a previously accrued purchase liability that the Company determined was no longer a valid obligation . Impact on balance sheet: Accounts payable, accrued expenses and other current liabilities decreased by $1,330, with a corresponding $1,330 benefit recorded through cost of product sales. Cash flow impact: No net impact on operating cash flows. | | | | | | | | | (f) | The Company recorded reclassifications of grant-related receivables and deferred grant income to more appropriately reflect the nature and expected timing of settlement of those balances: (i) grant-related receivables of $1,129 were reclassified from accounts receivable to prepaid expenses and other current assets; (ii) deferred grant income of $281 was reclassified from deferred revenue current to accounts payable, accrued expenses and other current liabilities; (iii) non-current deferred grant income of $5,543 was reclassified to other liabilities as part of the overall reallocation of grant-related deferred income between current and non-current classifications. These are balance sheet reclassifications with no impact on net loss. Cash flow impact: $1,129 of government grant proceeds was reclassified from operating activities to investing activities. No impact on total cash flows. | | | | | | | | | (g) | The revision adjustments described in the notes above resulted in an aggregate increase to the pre-tax loss of $3,244. The related tax effect of these adjustments resulted in a $58 decrease in the provision for income taxes, from $714 to $656 with an offset to Accounts payable, accrued expenses and other current liabilities. After giving effect to the tax provision adjustment, the net impact on accumulated deficit was $3,186. | | | F-56 | | **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED** **** A summary of the corrections to the impacted financial statement line items in the Companys previously issued consolidated financial statements as of and for the year ended December 31, 2024 are as follows: ****SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS **Consolidated Balance Sheet** (in thousands) **As of December 31, 2024** | | | As Previously Reported | | | Revision Adjustments | | | Notes | | | As Revised | | | | Assets | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | Accounts receivable, net | | $ | 43,201 | | | $ | (1,129 | ) | | | (f) | | | $ | 42,072 | | | | Inventory, net | | | 38,280 | | | | (1,672 | ) | | | (c) | | | | 36,608 | | | | Prepaid expenses and other current assets | | | 4,267 | | | | 1,129 | | | | (f) | | | | 5,396 | | | | | | | | | | | | | | | | | | | | | | | Total Current Assets | | | 141,152 | | | | (1,672 | ) | | | | | | | 139,480 | | | | Property and equipment, net | | | 38,671 | | | | (1,290 | ) | | | (d) | | | | 37,381 | | | | | | | | | | | | | | | | | | | | | | | Total Assets | | $ | 217,988 | | | $ | (2,962 | ) | | | | | | $ | 215,026 | | | | | | | | | | | | | | | | | | | | | | | Liabilities and Stockholders Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other current liabilities | | $ | 38,370 | | | $ | 505 | | | | (b), (e), (f) | | | $ | 38,875 | | | | Current portion of deferred revenue | | | 17,359 | | | | (281 | ) | | | (f) | | | | 17,078 | | | | | | | | | | | | | | | | | | | | | | | Total Current Liabilities | | | 59,244 | | | | 224 | | | | | | | | 59,468 | | | | Deferred revenue, non-current portion | | | 10,603 | | | | (5,543 | ) | | | (f) | | | | 5,060 | | | | Other liabilities | | | 1,152 | | | | 5,543 | | | | (f) | | | | 6,695 | | | | | | | | | | | | | | | | | | | | | | | Total Liabilities | | | 99,286 | | | | 224 | | | | | | | | 99,510 | | | | | | | | | | | | | | | | | | | | | | | Stockholders Equity: | | | | | | | | | | | | | | | | | | | Accumulated deficit | | | (735,855 | ) | | | (3,186 | ) | | | (a)-(g) | | | | (739,041 | ) | | | | | | | | | | | | | | | | | | | | | | Total Stockholders Equity | | | 118,702 | | | | (3,186 | ) | | | | | | | 115,516 | | | | | | | | | | | | | | | | | | | | | | | Total Liabilities and Stockholders Equity | | $ | 217,988 | | | $ | (2,962 | ) | | | | | | $ | 215,026 | | | | F-57 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED** **Consolidated Statement of Operations-For the Year Ended December 31, 2024** (in thousands) | | | As Previously Reported | | | Revision Adjustments | | | Notes | | | As Revised | | | | Revenues: | | | | | | | | | | | | | | | | | | Network fees | | $ | 8,716 | | | $ | (764 | ) | | | (b) | | | $ | 7,952 | | | | Warranty | | | 6,427 | | | | (740 | ) | | | (b) | | | | 5,687 | | | | Grant and fees rebate | | | 1,704 | | | | (656 | ) | | | (a) | | | | 1,048 | | | | | | | | | | | | | | | | | | | | | | | Total Revenues | | | 126,197 | | | | (2,160 | ) | | | | | | | 124,037 | | | | | | | | | | | | | | | | | | | | | | | Cost of Revenues: | | | | | | | | | | | | | | | | | | | Cost of product sales | | | 54,164 | | | | 1,632 | | | | (b), (c), (d), (e) | | | | 55,796 | | | | Depreciation and amortization | | | 6,299 | | | | (656 | ) | | | (a) | | | | 5,643 | | | | | | | | | | | | | | | | | | | | | | | Total Cost of Revenues | | | 85,416 | | | | 976 | | | | | | | | 86,392 | | | | | | | | | | | | | | | | | | | | | | | Gross Profit | | | 40,781 | | | | (3,136 | ) | | | | | | | 37,645 | | | | | | | | | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | | | | | | | | | General and administrative expenses | | | 31,779 | | | | 108 | | | | (d) | | | | 31,887 | | | | | | | | | | | | | | | | | | | | | | | Total Operating Expenses | | | 240,729 | | | | 108 | | | | | | | | 240,837 | | | | | | | | | | | | | | | | | | | | | | | Loss From Operations | | | (199,948 | ) | | | (3,244 | ) | | | | | | | (203,192 | ) | | | | | | | | | | | | | | | | | | | | | | Other Income (Expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss Before Income Taxes | | $ | (197,418 | ) | | $ | (3,244 | ) | | | | | | $ | (200,662 | ) | | | | | | | | | | | | | | | | | | | | | | Provision for income taxes | | | (714 | ) | | | 58 | | | | (g) | | | | (656 | ) | | | | | | | | | | | | | | | | | | | | | | Net Loss | | $ | (198,132 | ) | | $ | (3,186 | ) | | | | | | $ | (201,318 | ) | | | Net Loss Per Share: | | | | | | | | | | | | | | | | | | | Basic | | $ | (1.96 | ) | | $ | (0.03 | ) | | | | | | $ | (2.00 | ) | | | Diluted | | $ | (1.96 | ) | | $ | (0.03 | ) | | | | | | $ | (2.00 | ) | | | | | | | | | | | | | | | | | | | | | | Weighted Average Number of Common Shares Outstanding: | | | | | | | | | | | | | | | | | | | Basic | | | 100,844,970 | | | | 100,844,970 | | | | | | | | 100,844,970 | | | | Diluted | | | 100,844,970 | | | | 100,844,970 | | | | | | | | 100,844,970 | | | **Consolidated Statement of Comprehensive Loss- For the Year Ended December 31, 2024** (in thousands) | | | As Previously Reported | | | Revision Adjustments | | | As Revised | | | | | | | | | | | | | | | | Net Loss | | $ | (198,132 | ) | | $ | (3,186 | ) | | $ | (201,318 | ) | | | Other Comprehensive Loss: | | | | | | | | | | | | | | | Cumulative translation adjustments | | | (3,309 | ) | | | - | | | | (3,309 | ) | | | | | | | | | | | | | | | | | | Total Comprehensive Loss | | $ | (201,441 | ) | | $ | (3,186 | ) | | $ | (204,627 | ) | | | F-58 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **** **19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED** **** **Consolidated Statement of Changes in Stockholders Equity** (in thousands) **As of December 31, 2024** **** | | | As Previously Reported | | | Revision Adjustments | | | As Revised | | | | | | | | | | | | | | | | Stockholders Equity: | | | | | | | | | | | | | | | Accumulated deficit | | | (735,855 | ) | | | (3,186 | ) | | | (739,041 | ) | | | | | | | | | | | | | | | | | | Total Stockholders Equity | | $ | 118,702 | | | $ | (3,186 | ) | | $ | 115,516 | | | **** **Consolidated Statement of Cash Flows- For the Year Ended December 31, 2024** (in thousands) | | | As Previously Reported | | | Revision Adjustments | | | Notes | | | As Revised | | | | | | | | | | | | | | | | | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | Net loss | | $ | (198,132 | ) | | $ | (3,186 | ) | | | (a)-(g) | | | $ | (201,318 | ) | | | Adjustments to reconcile net loss to net cash | | | | | | | | | | | | | | | | | | | used in operating activities: | | | | | | | | | | | | | | | | | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | | | | Depreciation and amortization | | | 13,407 | | | | (656 | ) | | | (a) | | | | 12,751 | | | | Loss on disposal of property and equipment | | | 679 | | | | 1,290 | | | | (d) | | | | 1,969 | | | | Provision for slow moving and obsolete inventory | | | 2,352 | | | | 1,672 | | | | (c) | | | | 4,024 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | - | | | | Accounts receivable | | | (2,036 | ) | | | 1,130 | | | | (f) | | | | (906 | ) | | | Prepaid expenses and other current assets | | | 2,231 | | | | (2,260 | ) | | | (f) | | | | (29 | ) | | | Accounts payable, accrued expenses, and other current liabilities | | | (4,930 | ) | | | 1,162 | | | | (b), (e), (f) | | | | (3,768 | ) | | | Other liabilities | | 815 | | | | 5,543 | | | | (f) | | | | 6,358 | | | | Deferred revenue | | | 2,327 | | | | (5,824 | ) | | | (f) | | | | (3,497 | ) | | | | | | | | | | | | | | | | | | | | | | Total Adjustments | | | 150,970 | | | | 2,057 | | | | | | | | 153,027 | | | | | | | | | | | | | | | | | | | | | | | Net Cash Used In Operating Activities | | | (47,162 | ) | | | (1,129 | ) | | | | | | | (48,291 | ) | | | | | | | | | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | | | | Proceeds from government grants | | | - | | | | 1,129 | | | | (f) | | | | 1,129 | | | | | | | | | | | | | | | | | | | | | | | Net Cash Provided By Investing Activities | | | 4,148 | | | | 1,129 | | | | | | | | 5,277 | | | | F-59 | | **** **BLINK CHARGING CO.** **** **Notes to Consolidated Financial Statements** **(dollars in thousands, except for share and per share amounts)** **20. QUARTERLY INFORMATION (UNAUDITED)** **** The following table show a summary of the Companys quarterly financial information for the quarterly periods within fiscal 2025 and reflect the quarterly impact of the adjustments identified in the preceding note as well as other immaterial adjustments. **** ****SCHEDULE OF QUARTERLY FINANCIAL INFORMATION | | | For The Three Months Ended | | | For The Three Months Ended | | | For The Three Months Ended | | | For The Three Months Ended | | | | | | March 31, | | | June 30, | | | September 30, | | | December 31, | | | | | | 2025 | | | 2025 | | | 2025 | | | 2025 | | | | | | | | | | | | | | | | | | | | Revenues: | | | | | | | | | | | | | | | | | | | Product sales | | $ | 8,380 | | | $ | 14,509 | | | $ | 13,035 | | | $ | 11,037 | | | | Charging service revenue | | | 7,042 | | | | 7,940 | | | | 8,015 | | | | 9,288 | | | | Network fees | | | 2,464 | | | | 2,869 | | | | 2,767 | | | | 4,100 | | | | Warranty | | | 820 | | | | 1,455 | | | | 1,361 | | | | 206 | | | | Grant and rebate | | | 160 | | | | 32 | | | | 59 | | | | 59 | | | | Car-sharing services | | | 1,175 | | | | 1,111 | | | | 1,231 | | | | 1,292 | | | | Other | | | 677 | | | | 789 | | | | 587 | | | | 1,060 | | | | | | | | | | | | | | | | | | | | | | | Total Revenues | | | 20,718 | | | | 28,705 | | | | 27,055 | | | | 27,042 | | | | | | | | | | | | | | | | | | | | | | | Cost of Revenues: | | | | | | | | | | | | | | | | | | | Cost of product sales | | | 5,548 | | | | 14,074 | | | | 8,095 | | | | 13,998 | | | | Cost of charging services | | | 904 | | | | 1,062 | | | | 1,355 | | | | 1,203 | | | | Host provider fees | | | 3,914 | | | | 4,524 | | | | 4,109 | | | | 5,118 | | | | Network costs | | | 463 | | | | 636 | | | | 627 | | | | 528 | | | | Warranty and repairs and maintenance | | | 840 | | | | 1,302 | | | | 785 | | | | 611 | | | | Car-sharing services | | | 685 | | | | 1,067 | | | | 1,438 | | | | 1,076 | | | | Depreciation and amortization | | | 1,295 | | | | 1,208 | | | | 1,318 | | | | 234 | | | | | | | | | | | | | | | | | | | | | | | Total Cost of Revenues | | | 13,649 | | | | 23,873 | | | | 17,727 | | | | 22,768 | | | | | | | | | | | | | | | | | | | | | | | Gross Profit | | $ | 7,069 | | | $ | 4,832 | | | $ | 9,328 | | | $ | 4,274 | | | | | | | | | | | | | | | | | | | | | | | Loss From Operations | | $ | (21,381 | ) | | $ | (29,562 | ) | | $ | (451 | ) | | $ | (32,706 | ) | | | | | | | | | | | | | | | | | | | | | | Net Loss | | $ | (21,008 | ) | | $ | (29,312 | ) | | $ | (332 | ) | | $ | (32,733 | ) | | | | | | | | | | | | | | | | | | | | | | Net Loss Per Share: | | | | | | | | | | | | | | | | | | | Basic | | $ | (0.21 | ) | | $ | (0.28 | ) | | $ | (0.00 | ) | | $ | (0.28 | ) | | | Diluted | | $ | (0.21 | ) | | $ | (0.28 | ) | | $ | (0.00 | ) | | $ | (0.28 | ) | | | | | | | | | | | | | | | | | | | | | | Weighted Average Number of | | | | | | | | | | | | | | | | | | | Common Shares Outstanding: | | | | | | | | | | | | | | | | | | | Basic | | | 102,466,507 | | | | 102,899,705 | | | | 109,110,766 | | | | 115,891,622 | | | | Diluted | | | 102,466,507 | | | | 102,899,705 | | | | 109,110,766 | | | | 115,891,622 | | | **** **** **21. SUBSEQUENT EVENTS** **** SUBLEASE **** In January 2026, the Company commenced a sublease of its facility located in Bowie, Maryland. The sublease has a term through March 31, 2031. Under the sublease, aggregate base rental income is approximately $2,300 over the sublease term. The sublease includes a 21-month rent abatement period during which base rent is partially or fully abated on a portion of the premises. In connection with the sublease, the Company provided the sublessee with an irrevocable letter of credit of approximately $315 to secure the sublessees benefit of the abated rent for the period of the rent abatement. NASDAQ LISTING COMPLIANCE On January 26, 2026, the Company received a deficiency letter (the Notice) from The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price of its common stock had been below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Requirement). The Notice has no immediate effect on the listing or trading of the Companys common stock on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days from the date of the Notice, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. Compliance may be regained if the closing bid price of the Companys common stock meets or exceeds $1.00 per share for a minimum of 10 consecutive trading days during the compliance period. If the Company does not regain compliance by July 27, 2026, it may be eligible for an additional 180-calendar-day compliance period, provided it meets all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement. There can be no assurance that the Company will regain compliance during the initial or any additional compliance period. | F-60 | |