Blink Charging Co. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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.) 5081 Howerton Way , Suite A Bowie , Maryland 20715 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (305) 521-0200 Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock BLNK The NASDAQ Stock Market LLC Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of November 3, 2025, the registrant had 114,567,268 shares of common stock outstanding. BLINK CHARGING CO. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION 1 Item 1. Financial Statements. 1 Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 2 Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 3 Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 4 Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 5 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 6 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 36 Item 4. Controls and Procedures. 36 PART II - OTHER INFORMATION 37 Item 1. Legal Proceedings. 37 Item 1A. Risk Factors. 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 37 Item 3. Defaults Upon Senior Securities. 37 Item 4. Mine Safety Disclosures. 37 Item 5. Other Information. 37 Item 6. Exhibits. 38 SIGNATURES 39 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. BLINK CHARGING CO. Unaudited Condensed Consolidated Balance Sheets (in thousands, except for share amounts) September 30, December 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 23,110 $ 41,774 Marketable securities - 13,630 Accounts receivable, net 33,801 41,590 Inventory, net 31,427 38,280 Prepaid expenses and other current assets 9,531 5,878 Total Current Assets 97,869 141,152 Restricted cash 86 78 Property and equipment, net 37,661 38,671 Operating lease right-of-use asset 6,961 9,212 Intangible assets, net 8,397 10,388 Goodwill 19,639 17,897 Other assets 664 590 Total Assets $ 171,277 $ 217,988 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 25,730 $ 28,888 Accrued expenses and other current liabilities 14,846 10,272 Current portion of earn-out liabilities 1,184 - Notes payable 265 265 Notes payable- related party 114 - Notes payable 114 - Current portion of operating lease liabilities 2,364 3,216 Current portion of financing lease liabilities 36 34 Current portion of deferred revenue 16,578 16,569 Total Current Liabilities 61,117 59,244 Consideration payable, non-current portion - 21,028 Earn-out liabilities, non-current portion 1,010 - Operating lease liabilities, non-current portion 5,167 7,162 Financing lease liabilities, non-current portion 70 97 Deferred revenue, non-current portion 7,314 8,311 Other liabilities 5,819 3,444 Total Liabilities 80,497 99,286 Commitments and contingencies (Note 10) - - Stockholders’ Equity: Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024 - - Common stock, $ 0.001 par value, 500,000,000 shares authorized, 114,414,147 and 101,970,907 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 114 102 Additional paid-in capital 876,253 860,300 Accumulated other comprehensive income (loss) 3,020 ( 5,845 ) Accumulated deficit ( 788,607 ) ( 735,855 ) Total Stockholders’ Equity 90,780 118,702 Total Liabilities and Stockholders’ Equity $ 171,277 $ 217,988 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Operations (in thousands except for share and per share amounts) 2025 2024 2025 2024 For The Three Months Ended For The Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues: Product sales $ 13,035 $ 13,448 $ 35,924 $ 64,538 Charging service revenue 7,758 5,254 22,229 15,217 Network fees 2,874 2,332 8,454 6,304 Warranty 1,486 1,405 4,023 3,698 Grant and rebate 59 982 251 1,617 Car-sharing services 1,231 1,168 3,517 3,467 Other 587 598 2,053 1,176 Total Revenues 27,030 25,187 76,451 96,017 Cost of Revenues: Cost of product sales 7,987 9,122 30,571 39,965 Cost of charging services 1,354 724 3,320 1,924 Host provider fees 3,852 2,982 11,779 9,306 Network costs 627 577 1,726 1,816 Warranty and repairs and maintenance 784 294 2,915 1,880 Car-sharing services 1,439 1,156 3,190 3,302 Depreciation and amortization 1,321 1,213 3,821 4,573 Total Cost of Revenues 17,364 16,068 57,322 62,766 Gross Profit 9,666 9,119 19,129 33,251 Operating Expenses: Compensation 11,528 15,159 38,849 47,770 General and administrative expenses 5,455 7,972 26,135 23,782 Other operating expenses 4,589 4,739 16,877 16,135 Change in fair value of consideration payable and gain on settlement (Note 9) ( 11,701 ) 364 ( 9,238 ) 2,811 Impairment of goodwill - 69,111 - 69,111 Total Operating Expenses 9,871 97,345 72,623 159,609 Loss From Operations ( 205 ) ( 88,226 ) ( 53,494 ) ( 126,358 ) Other Income (Expense): Interest income (expense) 13 ( 2 ) 28 ( 475 ) Gain on extinguishment of notes payable - 36 - 36 Change in fair value of derivatives and other accrued liabilities ( 1 ) 4 ( 8 ) ( 11 ) Other income (expense) 2 ( 2 ) 2 ( 2 ) Dividend and interest income 145 783 883 2,363 Total Other Income, Net 159 819 905 1,911 Loss Before Income Taxes $ ( 46 ) $ ( 87,407 ) $ ( 52,589 ) $ ( 124,447 ) (Provision) benefit for income taxes ( 40 ) 18 ( 163 ) ( 174 ) Net Loss $ ( 86 ) $ ( 87,389 ) $ ( 52,752 ) $ ( 124,621 ) Net Loss Per Share: Basic $ ( 0.00 ) $ ( 0.86 ) $ ( 0.50 ) $ ( 1.24 ) Diluted $ ( 0.00 ) $ ( 0.86 ) $ ( 0.50 ) $ ( 1.24 ) Weighted Average Number of Common Shares Outstanding: Basic 109,110,766 101,113,655 104,849,997 100,676,840 Diluted 109,110,766 101,113,655 104,849,997 100,676,840 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) 2025 2024 2025 2024 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net Loss $ ( 86 ) $ ( 87,389 ) $ ( 52,752 ) $ ( 124,621 ) Other Comprehensive Income: Foreign currency translation adjustments 6,793 2,599 8,865 962 Total Comprehensive Income (Loss) $ 6,707 $ ( 84,790 ) $ ( 43,887 ) $ ( 123,659 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BLINK CHARGING CO. Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity For the Three and Nine Months Ended September 30, 2025 (in thousands except for share amounts) Shares Amount Shares Amount Capital Loss Deficit Equity Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2025 - $ - 101,970,907 $ 102 $ 860,300 $ ( 5,845 ) $ ( 735,855 ) $ 118,702 Common stock issued in public offering, net of issuance costs [1] - - 681,330 1 890 - - 891 Stock-based compensation - - 70,681 - 966 - - 966 Other comprehensive income - - - - - 2,751 - 2,751 Net loss - - - - - - ( 20,707 ) ( 20,707 ) Balance - March 31, 2025 - $ - 102,722,918 $ 103 $ 862,156 $ ( 3,094 ) $ ( 756,562 ) $ 102,603 Stock-based compensation - - 377,567 - 787 - - 787 Other comprehensive loss - - - - - ( 679 ) - ( 679 ) Net loss - - - - - - ( 31,959 ) ( 31,959 ) Balance - June 30, 2025 - $ - 103,100,485 $ 103 $ 862,943 $ ( 3,773 ) $ ( 788,521 ) $ 70,752 Stock-based compensation - - 215,537 - 433 - - 433 Common stock and warrants issued in satisfaction of consideration payable - - 9,696,882 10 11,780 - - 11,790 Common stock issued as purchase consideration of Zemetric - - 1,401,243 1 1,097 - - 1,098 Other comprehensive income - - - - - 6,793 - 6,793 Net loss - - - - - - ( 86 ) ( 86 ) Balance - September 30, 2025 - $ - 114,414,147 $ 114 $ 876,253 $ 3,020 $ ( 788,607 ) $ 90,780 [1] Includes gross proceeds of $ 909 , less issuance costs of $ 18 . The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BLINK CHARGING CO. Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity For the Three and Nine Months Ended September 30, 2024 (in thousands except for share amounts) Shares Amount Capital Loss Deficit Equity Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Capital Loss Deficit Equity Balance - January 1, 2024 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Common stock issued in public offering, net of issuance costs [1] 8,177,472 8 25,062 - - 25,070 Stock-based compensation 837 - 681 - - 681 Other comprehensive loss - - - ( 1,237 ) - ( 1,237 ) Net loss - - - - ( 17,173 ) ( 17,173 ) Balance - March 31, 2024 100,996,542 $ 101 $ 855,306 $ ( 3,773 ) $ ( 554,896 ) $ 296,738 Stock-based compensation - - 1,269 - - 1,269 Common stock issuance, net 70,665 - 825 - - 825 Common stock issued in public offering, net of issuance costs 70,665 - 825 - - 825 Other comprehensive loss - - - ( 400 ) - ( 400 ) Net loss - - - - ( 20,059 ) ( 20,059 ) Balance - June 30, 2024 101,067,207 $ 101 $ 857,400 $ ( 4,173 ) $ ( 574,955 ) $ 278,373 Balance 101,067,207 $ 101 $ 857,400 $ ( 4,173 ) $ ( 574,955 ) $ 278,373 Stock-based compensation 87,205 - 927 - - 927 Other comprehensive income - - - 2,599 - 2,599 Net loss - - - - ( 87,389 ) ( 87,389 ) Balance - September 30, 2024 101,154,412 $ 101 $ 858,327 $ ( 1,574 ) $ ( 662,344 ) $ 194,510 Balance 101,154,412 $ 101 $ 858,327 $ ( 1,574 ) $ ( 662,344 ) $ 194,510 [1] Includes gross proceeds of $ 25,651 , less issuance costs of $ 581 . The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) 2025 2024 For The Nine Months Ended September 30, 2025 2024 Cash Flows From Operating Activities: Net loss $ ( 52,752 ) $ ( 124,621 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,152 9,566 Non-cash lease expense 2,992 1,473 Non-cash gain on lease termination ( 72 ) - Loss on disposal of property and equipment 5,712 598 Change in fair value of derivative and other accrued liabilities 8 11 Change in fair value of consideration payable and gain on settlement (Note 9) ( 9,238 ) 2,811 Provision for slow moving and obsolete inventory 4,571 1,306 Provision for credit losses 5,241 1,895 Gain on extinguishment of notes payable - ( 36 ) Impairment of goodwill - 69,111 Stock-based compensation 2,186 2,877 Changes in operating assets and liabilities: Accounts receivable 4,022 ( 4,970 ) Inventory 31 ( 651 ) Prepaid expenses and other current assets ( 2,283 ) 2,024 Other assets ( 44 ) 45 Accounts payable and accrued expenses and other current liabilities 9,724 ( 1,086 ) Other liabilities ( 4,366 ) - Lease liabilities ( 3,645 ) ( 1,289 ) Deferred revenue ( 1,779 ) 6,106 Total Adjustments 21,212 89,791 Net Cash Used In Operating Activities ( 31,540 ) ( 34,830 ) Cash Flows From Investing Activities: Proceeds from sale of marketable securities 13,630 6,750 Proceeds from sale of equity method investment 223 - Purchase consideration of Zemetric, net of cash acquired ( 207 ) - Purchase of marketable securities - ( 958 ) Capitalization of engineering costs ( 205 ) ( 161 ) Proceeds from government grants 1,952 - Purchases of property and equipment ( 4,225 ) ( 9,577 ) Net Cash Provided By (Used In) Investing Activities 11,168 ( 3,946 ) Cash Flows From Financing Activities: Proceeds from sale of common stock in public offering, net [1] 891 25,070 Repayment of note payable - ( 37,881 ) Repayment of financing liability in connection with finance lease ( 26 ) ( 582 ) Payment of financing liability in connection with internal use software - ( 338 ) Net Cash Provided By (Used In) Financing Activities 865 ( 13,731 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash 851 1,190 Net Decrease In Cash and Cash Equivalents and Restricted Cash ( 18,656 ) ( 51,317 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Period 41,852 98,800 Cash and Cash Equivalents and Restricted Cash - End of Period $ 23,196 $ 47,483 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 23,110 $ 47,406 Restricted cash 86 77 Cash and cash equivalents and restricted cash $ 23,196 $ 47,483 [1] For the nine months ended September 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 . [1] For the nine months ended September 30, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 . The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Cash Flows -- Continued (in thousands) For The Nine Months Ended September 30, 2025 2024 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ 71 $ 1,436 Income taxes $ 28 $ 233 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations $ 1,015 $ 1,076 Right-of-use assets derecognized in connection with lease termination $ ( 577 ) $ - Property and equipment obtained in exchange for finance lease obligations $ - $ 53 Common stock and warrants issued in satisfaction of consideration payable $ 11,790 $ - Common stock issued as purchase consideration of Zemetric $ 1,098 $ - Common stock obligation incurred as purchase consideration of Zemetric $ 53 $ - Earn-out liabilities incurred as purchase consideration of Zemetric $ 2,194 $ - Common stock issuance, net $ - $ 825 Transfer of inventory to property and equipment $ 3,313 $ 5,111 Proceeds to be received from government grants $ 3,104 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION ORGANIZATION AND 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 for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks is a proprietary, cloud-based system that operates, maintains and manages Blink charging stations and handles the associated charging data, back-end operations and payment processing. The Blink Networks provide property owners, managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability, and fees. Blink also operates an EV based ride-sharing business through its wholly-owned subsidiary, Blink Mobility LLC. On August 4, 2025, the Company’s 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 equityholders’ 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 three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 5 - Stockholders’ Equity for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. See Note 13- Subsequent Events for additional information. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2025 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 9, 2025 as part of the Company’s Annual Report on Form 10-K. 8 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. LIQUIDITY As of September 30, 2025, the Company had cash and cash equivalents of $ 23,110 and working capital of $ 36,572 . During the three and nine months ended September 30, 2025, the Company incurred a net loss of $ 86 and $ 52,752 , respectively. During the nine months ended September 30, 2025, the Company used cash in operating activities of $ 31,540 . The Company’s total comprehensive income of $ 6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. Absent a near-term capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned operations raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the time the condensed consolidated financial statements are issued. Historically, the Company has been able to raise funds to support its business operations. During the nine months ended September 30, 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. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future. Management is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential restructuring or fundraising opportunities. However, there can be no assurance that any of these efforts will result in additional liquidity or resolve the Company’s current financial challenges. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. Lastly, there can be no assurances that these other initiatives will be achieved. Therefore, the Company has concluded that management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty. MARKETABLE SECURITIES The Company had equity securities of $ 0 and $ 13,630 as of September 30, 2025 and December 31, 2024, respectively. These securities consist primarily of mutual funds and were used for working capital needs. The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value, with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s condensed consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair value. The following table provides supplemental information related to marketable securities: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES 2025 2024 2025 2024 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net gains recognized during the period on trading securities $ - $ 56 $ 47 $ 155 Less: net gains recognized during the period on trading securities sold during the period - ( 13 ) ( 47 ) ( 63 ) Unrealized gains recognized during the reporting period on trading securities still held at the reporting date $ - $ 43 $ - $ 92 INVENTORY As of September 30, 2025, the Company’s inventory was comprised of $ 17,219 of finished goods that were available for sale and $ 14,208 of raw material and work in process. As of December 31, 2024, the Company’s inventory was comprised of $ 18,659 of finished goods that were available for sale and $ 19,621 of raw material and work in process. As of September 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory was $ 4,129 and $ 3,129 , respectively. PROPERTY AND EQUIPMENT During the three and nine months ended September 30, 2025, the Company recorded a (gain) loss on disposal of property and equipment of $ ( 50 ) and $ 5,712 , respectively. The write-offs during the nine months ended September 30, 2025 were comprised of the following: (i) certain installed chargers that were determined to be not performing to specifications of $ 4,092 and (ii) the write-off of older, incomplete charger deployment projects of $ 1,620 . During the three and nine months ended September 30, 2024, the Company recorded a loss on disposal of property and equipment of $ 559 and $ 598 , respectively. The loss on disposals during the 2024 period were due to the normal course of business. 9 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED FOREIGN CURRENCY TRANSLATION Translation adjustments attributable to foreign exchange were $ 6,793 and $ 2,599 for the three months ended September 30, 2025 and 2024, respectively. Translation adjustments attributable to foreign exchange were $ 8,865 and $ 962 for the nine months ended September 30, 2025 and 2024, respectively. Foreign currency transactions gains (losses) were $ 641 and $ ( 1,140 ) during the three and nine months ended September 30, 2025, respectively. Foreign currency transactions losses were $ 144 and $ 925 during the three and nine months ended September 30, 2024, respectively. Foreign currency transactions gains and losses are included within general and administrative expenses on the condensed consolidated statements of operations. REVENUE RECOGNITION The Company recognizes revenue primarily from the following: ● Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer. ● Charging service revenue – Revenue is recognized at the point when a particular charging session is completed. ● Network fees – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually. ● Warranty – Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. The Company also sells third-party warranties which are recorded at the point in time of sale. Furthermore, standard warranties are generally not accounted for as separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will function as expected. ● Grant and fees rebate – Grants and rebates related to EV charging stations and their installation are deferred and recognized as revenue in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging station. ● Car-sharing services – Relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. Revenue is recognized over the duration of the rental agreement which are short term in nature. ● Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative fuel credits. The following table summarizes revenue recognized in the condensed consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION 2025 2024 2025 2024 For The Three Months Ended For The Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues - Recognized at a Point in Time Product sales $ 13,035 $ 13,448 $ 35,924 $ 64,538 Charging service revenue 7,758 5,254 22,229 15,217 Warranty 512 - 1,052 - Other 587 598 2,053 1,176 Total Revenues - Recognized at a Point in Time 21,892 19,300 61,258 80,931 Revenues - Recognized Over a Period of Time: Network fees 2,874 2,332 8,454 6,304 Warranty 974 1,405 2,971 3,698 Total Revenues - Recognized Over a Period of Time 3,848 3,737 11,425 10,002 Revenues- Other Car-sharing services 1,231 1,168 3,517 3,467 Grant and fees rebate 59 982 251 1,617 Total Revenues - Other 1,290 2,150 3,768 5,084 Total Revenue $ 27,030 $ 25,187 $ 76,451 $ 96,017 10 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION – CONTINUED The following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area: SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA 2025 2024 2025 2024 For The Three Months Ended For The Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues by Geographical Area U.S.A $ 18,605 $ 17,656 $ 48,875 $ 69,475 International 8,425 7,531 27,576 26,542 Total Revenue $ 27,030 $ 25,187 $ 76,451 $ 96,017 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions, such as sales returns, and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against revenues at the time revenues are recognized. The Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract. As of September 30, 2025, the Company had $ 23,892 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2025. The Company expects to satisfy $ 16,578 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months. The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when the expected amortization period is one year or less. During the three and nine months ended September 30, 2025 and 2024, 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 three and nine months ended September 30, 2025, the Company recognized $ 1,837 and $ 7,227 of revenues, respectively, related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2024. Grants, rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives. During the three months ended September 30, 2025 and 2024, the Company recorded $ 59 and $ 982 , respectively, related to grant and rebate revenue. During the nine months ended September 30, 2025 and 2024, the Company recorded $ 251 and $ 1,617 , respectively, related to grant and rebate revenue. During the three months ended September 30, 2025 and 2024, the Company recognized $ 92 and $ 117 , respectively, of revenue related to alternative fuel credits. During the nine months ended September 30, 2025 and 2024, the Company recognized $ 443 and $ 168 , respectively, of revenue related to alternative fuel credits. Car-sharing services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end of the lease. The Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe upon return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle. 11 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION For the Three and Nine Months Ended September 30, 2025 2024 Warrants 5,048,329 1,150,152 Options 569,038 905,297 Restricted stock units 1,681,564 8,537 Total potentially dilutive shares 7,298,931 2,063,986 CONCENTRATIONS As of September 30, 2025, accounts payable to one significant vendor represented 12 % of total accounts payable. During the three months ended September 30, 2024, sales to a significant customer represented 10 % of total revenue. There were no revenue concentrations during the three and nine months ended September 30, 2025 and no revenue concentrations for the nine months ended September 30, 2024. RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. 12 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RECENTLY ISSUED ACCOUNTING STANDARDS In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s condensed consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted. While the Company does not believe the adoption will have a material impact. However, additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and interim reporting periods beginning January 1, 2026. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Company is currently evaluating the effects of adopting this new accounting guidance. In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for internal-use 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 all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted (provided the entity’s financial statements for that interim or annual period have not yet been issued or made available for issuance). The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures. In September 2025, the FASB issued ASU 2025-07 , “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer.” This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash consideration received from a customer under Topic 606. The amendments specify that an entity should apply the revenue guidance to share-based consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair value are recognized outside of revenue. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures. 13 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION ZEMETRIC, INC. On July 7, 2025, Blink Charging Co. entered into a Stock Purchase Agreement (“SPA”) with the shareholders of Zemetric, Inc. (“Zemetric”), a Delaware corporation. Under the terms of the SPA, Blink acquired 100 % of the issued and outstanding shares of common stock of Zemetric, thereby obtaining control of Zemetric and its subsidiaries, Zemetric EV Solutions Private Limited and Evy Energy Private Limited, both organized under the laws of India. Under the terms of the SPA, the aggregate acquisition consideration totaled approximately $ 3,595 , comprised of: (i) $ 250 in cash paid at closing; (ii) 1,462,841 shares of the Company’s common stock with an aggregate fair value of $ 1,151 (“Common Stock Consideration”), and (iii) an earn-out payment in the form of additional shares of the Company’s common stock with an aggregate value up to $ 3,438 , contingent upon the achievement of specified milestones pursuant to the SPA. Additionally, in the event a milestone is met, the Company may elect to settle that obligation in cash or a combination of cash and common stock. No portion of the earn-out shares shall be payable unless the applicable milestone is met and any underachievement shall reduce the corresponding earn-out proportionally. In the event the milestones exceed 100% of the specified targets, the Company agrees to issue additional shares capped at a maximum of 100% or $ 3,438 . As of September 30, 2025, 61,598 shares of common stock issuable in connection with the Common Stock Consideration have not been issued. The Company has accrued for this obligation of September 30, 2025. See Note 4 - Accrued Expenses for additional details. The earn-out is contingent upon the achievement of certain revenue, gross profit, operational and performance targets over the 18-month period following the closing date. The earn-out is classified as a liability because it may be settled in a variable number of restricted shares and, therefore, does not meet the criteria for equity classification under ASC 815-40. The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Zemetric. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable and certain fixed assets. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Preliminary Purchase Price Allocation Purchase Consideration: Cash (net of excess cash of $ 43 ) $ 207 Common stock consideration 1,151 Earn-out liabilities 2,194 Total Purchase Consideration $ 3,552 Less: Trade names $ 162 Customer relationships 6 Developed technology 1,541 Property and equipment 6 Non-compete agreements 62 Note payable-related party ( 114 ) Net working capital 147 Fair Value of Identified Net Assets $ 1,810 Remaining Unidentified Goodwill Value $ 1,742 14 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION – CONTINUED ZEMETRIC, INC. – CONTINUED The components of net working capital are as follows: Preliminary Purchase Price Allocation Current assets: Accounts receivable $ 176 Inventory 119 Other current assets 6 Total current assets $ 301 Less current liabilities: Accounts payable $ 123 Accrued expenses 24 Deferred revenue 7 Total current liabilities $ 154 Net working capital $ 147 In connection with the acquisition of Zemetric, the Company acquired intangible assets in the form of trade names, customer relationships, developed technology, and non-compete agreements. The Company engaged a third-party valuation specialist to assist in determining the fair values of these identifiable intangible assets as of the acquisition date. The Company utilized the relief-from-royalty method to determine the fair value of the acquired trade names. This method estimates the value a market participant would be willing to pay in royalties if it did not own the assets and had to license them from a third party. The fair value was calculated by applying an estimated royalty rate to projected revenues associated with the assets and discounting the resulting royalty savings to present value using an appropriate discount rate. The trade names were assigned an estimated useful life of 13 years. When determining the fair value of developed technology, a form of income approach, known as the multi-period excess earnings method, was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the technology, less costs to realize the revenue. The Company applied a discount rate of 30 %, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the developed technology include an assumed income tax rate of 26 %. The developed technology was assigned a useful life of five years for hardware and three years for software. When determining the fair value of customer relationships, the Company applied the distributor method, a form of the income approach, which is based on a discounted cash flow model. The model incorporated an assumed income tax rate of 26 % and a discount rate of approximately 30 %, reflecting the risk profile of the underlying assets. The resulting useful life of customer relationships was estimated at 5.3 years. The fair value of the non-compete agreements was determined using a discounted cash flow model based on the expected benefit of reducing competition during the restricted period. Key assumptions included a discount rate of 30 % and an income tax rate of 26 %. The non-compete agreements were assigned a useful life of two years . The fair value of working capital accounts was determined to approximate their carrying values due to the short-term nature of the underlying assets and liabilities. The fair value of property and equipment was estimated using the cost approach, which measures fair value based on current replacement cost adjusted for physical and functional depreciation. Assumptions included replacement cost new, estimated remaining useful life, and physical deterioration factors. The fair value of the earn-out liabilities were estimated using a Monte Carlo simulation and a probability weighted expected return model that considered the probability of achieving various operational and revenue milestones. The valuation incorporated risk-adjusted discount rates ranging from approximately 4% to 28% and a 13% liquidity discount to reflect the unregistered status of the shares to be issued upon settlement. Significant increases or decreases in projected revenues or gross margins could materially affect the estimated fair value of the earn-out liabilities. Goodwill was recorded for the amount by which the purchase price exceeded the fair value of the net assets acquired, and the amount is attributable to the assembled workforce, the reputation of Zemetric’s brand, and the synergies expected to be realized through the integration of Zemetric with the Company’s existing product offerings. Goodwill of $ 1,742 resulting from the acquisition of Zemetric is not expected to be deductible for income tax purposes. 15 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION - CONTINUED ZEMETRIC, INC. – CONTINUED The condensed consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition date) through September 30, 2025 and do not include results of operations for periods prior to July 7, 2025. The results of operations of Zemetric from July 7, 2025 through September 30, 2025 included revenues of approximately $ 14 and net loss of approximately $ 40 . The following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 as if the acquisition of Zemetric had occurred on January 1, 2024. The pro forma information presented below is based on the pre-acquisition financial information of Zemetric and includes adjustments to give effect to amortization expense associated with the acquired intangible assets. The pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor are they necessarily indicative of future operating results. SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS 2025 2024 2025 2024 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 27,062 $ 25,458 $ 76,920 $ 96,618 Net loss $ ( 60 ) $ ( 87,460 ) $ ( 52,763 ) $ ( 125,140 ) As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs were immaterial. 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, 2025 December 31, 2024 Accrued professional, board and other fees $ 2,916 $ 2,923 Accrued wages 3,522 3,487 Warranty payable 1,548 1,721 Accrued income, property and sales taxes payable 2,573 972 Other accrued expenses 4,287 1,169 Total accrued expenses $ 14,846 $ 10,272 16 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 5. STOCKHOLDERS’ EQUITY AT-THE-MARKET OFFERING On September 2, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as our sales agents (collectively, the “Agents”) to conduct an at-the-market (“ATM”) equity offering program, pursuant to which we may publicly issue and sell from time to time shares of our common stock having an aggregate offering price of up to $ 250,000 through the Agents. On November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with the Agents. The Amendment revised the term “Registration Statement,” as used in the Sales Agreement, to our new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revised the term “Prospectus Supplement,” as used in the Sales Agreement, to our prospectus supplement dated November 2, 2023, relating to the ATM equity offering program contemplated by the Sales Agreement. During the nine months ended September 30, 2025, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of $ 909 , less issuance costs of $ 18 , for net proceeds of $ 891 . 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 See Note 3 - Business Combination for additional details. See Note 8 - Fair Value Measurement for additional details. STOCK WARRANTS See Note 8 - Fair Value Measurement for additional details. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and nine months ended September 30, 2025 of $ 433 and $ 2,186 , respectively, which is included within compensation expense on the condensed consolidated statements of operations. The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and nine months ended September 30, 2024 of $ 927 and $ 2,877 , respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of September 30, 2025, there was $ 2,086 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.5 years. Restricted Stock Units During the nine months ended September 30, 2025, the Company granted an aggregate of 1,449,696 shares of restricted stock with an aggregate grant date fair value of $ 1,525 which will be recognized ratably over the vesting term. The restricted stock has vesting dates ranging from February 24, 2026 to June 10 , 2028. Expenses related to this award are included within compensation expense on the condensed consolidated statements of operations. During the nine months ended September 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’ Long-Term Incentive (“LTI”) Plan equal to 50% of the executives’ annual base salary. Such awards will be issued in the form of restricted stock units. Of the RSUs granted, 50% of the restricted stock units are designated as performance-based stock awards and will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted stock units are designated as time-based awards and will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance indicators and other performance criteria . The escalating stock price thresholds are as follows: 1) First 1/4 Vesting: The first 1/4 will vest when the stock price exceeds $ 3.00 for a period of 90 consecutive days. 2) Second 1/4 Vesting: The next 1/4 will vest when the stock price exceeds $ 5.00 for a period of 90 consecutive days . 3) Third 1/4 Vesting: The next 1/4 will vest when the stock price exceeds $ 7.50 for a period of 90 consecutive days . 4) Final 1/4 Vesting: The final 1/4 will vest when the stock price exceeds $ 9.50 for a period of 90 consecutive days. Stock Options During the nine months ended September 30, 2025, the Company granted ten-year stock options to purchase 63,252 shares of common stock at an exercise price of $ 0.97 per share to employees. The shares vest ratably over three years from the date of grant. The stock options had a grant date fair value of $ 0.76 per share. The assumptions utilized in the valuation of stock options are described as follows: risk-free interest rate is 4.12 %, expected term is 6.5 years, expected volatility is 81 % and an expected dividend yield of 0 %. 17 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 6. RELATED PARTY TRANSACTIONS JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity. Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties. The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece. The obligation to fund the future operations of the Entity is limited to the Company’s 40 % ownership. During the three and nine months ended September 30, 2025 and 2024, the Company did not recognize any sales to Hellas. As of September 30, 2025 and December 31, 2024, the Company had a payable of approximately $ 0 and $ 129 , respectively, to Hellas. Furthermore, the Company has provided working capital of $ 274 through September 30, 2025 and December 31, 2024 to Hellas. The Company has written off this working capital contribution, since Company’s proportion of Hellas’s net losses exceed the working capital contribution. The Company determined that the Entity is a variable interest entity; however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through September 30, 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 three and nine months ended September 30, 2025 and 2024. 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 condensed consolidated statements of operations. BLINK CHARGING UK LIMITED As of September 30, 2025, few family members of a senior management employee, who is a former founder of EB Charging Ltd., are providing services to Blink Charging UK Limited. For the three and nine months ended September 30, 2025, these related parties have collectively provided services worth $ 32 and $ 84 , respectively, to Blink Charging UK Limited. For the three and nine months ended September 30, 2024, these related parties have collectively provided services worth $ 68 and $ 185 , respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024. 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. As of September 30, 2025, the balance on the note payable was $ 114 , which was repaid in full in October 2025. 18 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 7. INCOME TAXES On July 4, 2025, the President signed into law significant federal tax legislation, H.R. 1 (the “Tax Reform Act of 2025”). The Act introduces numerous changes to U.S. corporate income tax law, including, among others: 1) the reinstatement of 100% bonus depreciation for qualified property placed in service after 2024; 2) the immediate expensing of domestic research and experimental (R&E) expenditures; 3) modifications to the limitation on business interest expense under Section 163(j); 4) increased expensing thresholds under Section 179; 5) changes to the international tax regime, including revisions to the GILTI and FDII provisions; and 6) expanded limitations on the deductibility of executive compensation under Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, subject to specified transition rules and exceptions. While the Tax Reform Act of 2025 introduces significant U.S. income tax provisions, given the Company’s ongoing losses and historical NOLs, the Company does not anticipate significant change to its U.S. federal cash tax payments for the remainder of 2025 and near future thereafter, until it reaches profitability. Therefore, the Tax Reform Act of 2025 does not have material impact on the Company’s condensed consolidated financial statements, with exception of the related disclosures to the valuation allowance for the deferred tax assets to be recorded in the consolidated financial statements as of December 31, 2025. 8. LEASES OPERATING LEASES Total operating lease expenses for the three and nine months ended September 30, 2025 were $ 555 and $ 1,785 , respectively, and for the three and nine months ended September 30, 2024 were $ 540 and $ 1,675 respectively, which were recorded in other operating expenses on the condensed consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments and other expenses. As of September 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced. As of September 30, 2025, the Company had $ 106 of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and are included as a component of property and equipment on the condensed consolidated balance sheet as of September 30, 2025. 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 three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2025, the Company recorded $ 1 and $ 5 , respectively, of interest expense related to finance leases, which was recorded within interest expense on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recorded $ 6 and $ 29 , respectively, of interest expense related to finance leases. Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES For The Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,645 $ 1,289 Financing cash flows from finance leases $ 26 $ 582 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,015 $ 1,076 Finance leases $ - $ 53 Weighted Average Remaining Lease Term Operating leases 2.33 2.71 Finance leases 2.92 3.74 Weighted Average Discount Rate Operating leases 7.2 % 7.4 % Finance leases 6.2 % 6.3 % Future minimum payments under non-cancellable leases as of September 30, 2025 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Twelve Months Ended September 30, Operating Lease Finance Lease 2026 $ 3,914 $ 41 2027 2,118 39 2028 1,529 32 2029 929 3 2030 896 - Thereafter 772 - Total future minimum lease payments 10,158 115 Less: imputed interest ( 2,188 ) ( 9 ) Total $ 7,970 $ 106 19 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 9. 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 September 30, 2025 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 13,861 $ - $ - $ 13,861 Total assets $ 13,861 $ - $ - $ 13,861 Liabilities: Warrant liability $ - $ - $ 30 $ 30 Earn-out liabilities - - 2,194 2,194 Total liabilities $ - $ - $ 2,224 $ 2,224 Level 1 Level 2 Level 3 Total December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 13,630 $ - $ - $ 13,630 Money market funds 27,347 - - 27,347 Alternative fuel credits - 51 - 51 Total assets $ 40,977 $ 51 $ - $ 41,028 Liabilities: Warrant liability $ - $ - $ 22 $ 22 Common stock consideration payable - - 21,028 21,028 Total liabilities $ - $ - $ 21,050 $ 21,050 In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. 20 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 9. FAIR VALUE MEASUREMENT – CONTINUED 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 during the nine months ended September 30, 2025: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS 2025 Common Stock Consideration Payable Beginning balance as of January 1, $ 21,028 Change in fair value of consideration payable and gain on settlement ( 9,238 ) Issuance of common stock and warrants in satisfaction of consideration payable ( 11,790 ) Ending balance as of September 30, $ - Warrant Liability Beginning balance as of January 1, $ 22 Change in fair value of warrant liability 8 Ending balance as of September 30, $ 30 Earn-Out Liabilities Beginning balance as of January 1, $ - Contingent consideration assumed in Zemetric acquisition 2,194 Ending balance as of September 30, $ 2,194 COMMON STOCK CONSIDERATION PAYABLE The common stock consideration payable is recorded at fair value of $ 0 and $ 21,028 as of September 30, 2025 and December 31, 2024, respectively, and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. During the three months ended September 30, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882 shares of the Company’s common stock with an aggregate issuance date fair value of $ 9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $ 0.01 per share with an aggregate issuance date fair value of $ 2,772 , both of which were classified within stockholders’ equity on the condensed consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $ 23,491 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $ 11,701 and $ 9,238 during the three and nine months ended September 30, 2025, respectively. Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days . The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. Subsequent to September 30, 2025, the market conditions related to the first and second price targets were met. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above. 21 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 9. FAIR VALUE MEASUREMENT - CONTINUED WARRANT LIABILITY Assumptions utilized in the valuation of warrant liabilities are as follows: SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Risk-free interest rate 3.96 % 3.98 % 3.96 %- 4.03 % 3.98 %- 5.09 % Contractual term (years) 1.00 1.00 1.00 1.00 Expected volatility 80 % 92 % 74 %- 80 % 88 %- 92 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % EARN-OUT LIABILITIES See Note 3 – Business Combination for details. 22 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 10. COMMITMENTS AND CONTINGENCIES LITIGATION, DISPUTES AND SETTLEMENTS The Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. The Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of September 30, 2025, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in 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 Company’s financial position, liquidity or results of operations in any future reporting period. In September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527, filed in the U.S. District Court for the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties and a final judgment was entered in October 2024. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia Lawsuit, the “Derivative Actions”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit. Following a 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 Company’s 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. The Florida Action remains stayed, but as part of the Settlement, plaintiffs are required to file a notice of voluntary dismissal by no later than December 2, 2025. 23 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 11. SEGMENT REPORTING The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription services and charge those cars through charging stations. The CODM is provided with asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss in order to allocate operating and capital resources and assesses the performance of the Company by comparing actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is also regularly provided with disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below: SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES 2025 2024 2025 2024 For The Three Months Ended For The Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Other operating expenses: Software $ 1,647 $ 1,213 $ 4,906 $ 3,462 Other (1) 2,942 3,526 11,971 12,673 Total other operating expenses $ 4,589 $ 4,739 $ 16,877 $ 16,135 (1) Includes operating lease expense, insurance expense, office expenses and travel expenses. The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease right-of-use assets: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA September 30, 2025 December 31, 2024 United States $ 30,273 $ 35,035 International 14,349 12,848 Total $ 44,622 $ 47,883 For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies. 24 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 12. REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company identified a classification misstatement in the Company’s previously issued financial statements related to the classification of marketable securities that were previously included within cash and cash equivalents. The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the condensed consolidated financial statements included in the Form 10-Q for the quarterly period ended September 30, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality). Based on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its previously issued condensed consolidated financial statements as of and for the nine months ended September 30, 2024. However, the Company concluded the financial statements should be revised for these errors. A summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed consolidated balance sheet and condensed consolidated statement of cash flows as of and for the nine months ended September 30, 2024 are as follows: SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets (In thousands) As of September 30, 2024 As Previously Revision As Reported Adjustments Revised Assets Current Assets: Cash and cash equivalents $ 64,584 $ ( 17,178 ) $ 47,406 Marketable securities $ - $ 17,178 $ 17,178 Total Current Assets $ 160,259 $ - $ 160,259 Total Assets $ 303,023 $ - $ 303,023 Condensed Consolidated Statements of Cash Flows (in thousands) For the Nine Months Ended September 30, 2024 As Previously Revision As Reported Adjustments Revised Cash Flows From Investing Activities: Proceeds from sale of marketable securities $ - $ 6,750 $ 6,750 Purchase of marketable securities $ - $ ( 958 ) $ ( 958 ) Net Cash Used In Investing Activities $ ( 9,738 ) $ 5,792 $ ( 3,946 ) Net Decrease In Cash and Cash Equivalents and Restricted Cash $ ( 57,109 ) $ 5,792 $ ( 51,317 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Period $ 121,770 $ ( 22,970 ) $ 98,800 Cash and Cash Equivalents and Restricted Cash - End of Period $ 64,661 $ ( 17,178 ) $ 47,483 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 64,584 $ ( 17,178 ) $ 47,406 Restricted cash $ 77 $ - $ 77 Cash and cash equivalents and restricted cash $ 64,661 $ ( 17,178 ) $ 47,483 25 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 13. SUBSEQUENT EVENTS 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 selling stockholders. The shares offered for resale under the registration statement consist of (i) 9,696,882 shares of common stock and (ii) 3,898,177 shares of common stock issuable upon the exercise of warrants, which were issued by the Company to the selling stockholders in connection with the Company’s acquisition of Envoy Technologies pursuant to the Merger Agreement described in Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements. The Company will bear all costs, expenses and fees in connection with the registration of shares for resale by the selling stockholders, other than the selling stockholders’ respective discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses attributable to the sale or disposition of the shares. The registration statement is not currently effective. 26 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Information The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (together with its subsidiaries, “Blink” or the “Company”) as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our” and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Part 1, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic reports, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors. Any one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. U.S. dollars are reported in thousands, except for share and per share amounts. Overview We are a leading owner, operator, provider of EV charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various locations. Blink’s principal line of products and services is its Blink Networks and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks are a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Networks provide Property Partners, among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability, and fees (as applicable). To capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into one of the business models below, differentiated by who owns the equipment and who bears the costs of installation, equipment, maintenance, and the percentage of revenue shared. ● In our Blink-owned turnkey business model, we incur the charging equipment and installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink Networks. In this model, which favors recurring revenues, we incur most costs associated with the EV charging stations; thus, we retain substantially all EV charging revenues after deducting network connectivity and processing fees. Our agreement with the Property Partner typically lasts nine years, with extensions that can bring it to 27 years. ● In our Blink-owned hybrid business model, we typically incur the charging equipment costs while the Property Partner incurs the installation costs. We own and operate the EV charging station and provide connectivity to the Blink Networks. In this model, since the Property Partner typically incurs the installation costs; we share a more generous portion of the EV charging revenues with the Property Partner after deducting Blink network connectivity and processing fees. Our agreement with the Property Partner typically lasts seven years, with extensions that can bring it to 21 years. ● In our host-owned business model, the Property Partner purchases, owns, and operates the Blink EV charging station and incurs the installation costs. We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting Blink network connectivity and processing fees. We also own and operate EV car-sharing programs through our wholly owned subsidiary, Blink Mobility. These programs allow customers to share electric vehicles through subscription services and charge those cars through our charging stations. As of September 30, 2025, there were 65,586 chargers connected to the Blink networks. Of those, 63,775 were Level 2 commercial chargers and 1,811 DCFC were commercial chargers, Included on Blink networks are 8,112 chargers owned by us. Another estimated 22,790 units were non-networked, on other networks, international sales, or deployments. In total, we have deployed, contracted or sold 110,188 units, which includes public and private chargers, as designated by stations owners, and is net of swap-outs, replacement units, and decommissioned units. Certain commercial chargers include chargers installed in residential settings for commercial purposes. All chargers, including at all international Blink locations, are categorized based on US Department of Energy guidelines. As reflected in our condensed consolidated financial statements as of September 30, 2025, we had cash and cash equivalents of $23,110, working capital of $36,752 and an accumulated deficit of $788,607. During the three and nine months ended September 30, 2025, we incurred net losses of $86 and $52,752, respectively. The Company’s total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. We have not yet achieved profitability. 27 Recent Developments Envoy Technologies, Inc. On August 4, 2025, the Company’s 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 equityholders’ 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 three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 5 - Stockholders’ Equity for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. See Note 13 - Subsequent Events for additional information. Acquisition On July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc. (“Zemetric”), a Silicon Valley–based provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations. The consideration for the acquisition includes cash, the Company’s restricted stock and a performance based earn-out. Shortly thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer. 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 Company’s ongoing losses and historical NOLs, the Company does not anticipate significant change to its U.S. federal cash tax payments for the remainder of 2025 and near future thereafter, until it reaches a sight of profitability. Therefore, the Tax Reform Act of 2025 does not have material impact on the Company’s condensed consolidated financial statements, with exception of the related disclosures to the valuation allowance for the deferred tax assets recorded in the consolidated financial statements as of December 31, 2025. Product and Service Offerings We offer a variety of EV charging products and services to Property Partners and EV drivers. EV Charging Solutions ● Level 2 . We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial and residential use, with the North American standard J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles in Europe and across Latin America. ● Our commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series 4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations. The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management system. Additionally, we offer three residential Level 2 chargers for the Americas: the wall-mounted HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets. Our commercial and residential chargers (except the non-networked HQ 150) can connect to the Blink Networks or a local network. Level 2 charging stations typically provide a full charge in two to eight hours. Level 2 chargers are ideally suited for low-cost installations and frequently used parking locations, such as workplaces, multifamily residential, retail, hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals and airports. ● International Products . We offer Level 2 AC and DC products for the rapidly expanding international markets targeted at the residential, workplace, retail, parking garages, leasing companies, hospitality, and other locations. These products are available with the Type 2, GBT, and CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles), and the EQ 200. ● Mobile Charger . We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market which requires a portable charger to be used for roadside or other use cases where a connection to the electricity grid is not available. ● DCFC. We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges from 30kW to 360kW, supports the ‘CHAdeMo’, CCS1, and NACS connectors, and typically provide an 80% charge in less than 30 minutes. Installation of DCFC stations and grid requirements are typically greater than Level 2 charging stations and are ideally suited for transportation hubs and locations between travel destinations. These include the Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW – 360kW DC Fast Charger that provides from 140 to 500 amps of power 28 ● Blink Network . The Blink Network is a cloud-based platform that manages our network of EV chargers around the world for remote monitoring, management, payment processing, customer support, and other features required for operating the Blink Networks of EV charging locations ● Blink Charging Mobile App. We offer Blink Charging Mobile Apps (iOS and Android) that provide EV drivers control by giving them improved search capabilities which allows them to search for nearby amenities, as well as chargers by zip-codes, city, business, category, or address, and expanded keyword search. The app also includes payment functionality, eliminating the need for a credit card. ● Fleet Management. We offer Energy Management System (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. Key Factors Affecting Operating Results We believe our performance and future success depend on several factors, including those discussed below: Competition - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted. Growth - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The market for alternative fuel vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to battery chemistries), design, performance and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected. Regulations - Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affecting our business, financial condition and results of operations. Expansion through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results of operations would be negatively impacted. Liquidity, Capital Resources, and Going Concern As of September 30, 2025, the Company had cash and cash equivalents of $23,110 compared to $41,774 in cash and cash equivalents and $13,630 in marketable securities as of December 31, 2024, representing a decrease of $32,294 in available liquidity due to ongoing operating losses, working capital requirements, and limited cash inflows from operations. Absent a near-term capital infusion or significant improvement in cash flow from operations, the Company expects that its current cash resources will be insufficient to fund operations for the next twelve months. As such, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year from the date of issuance of these financial statements. Management is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential restructuring or fundraising opportunities. However, there can be no assurance that any of these efforts will result in additional liquidity or resolve the Company’s current financial challenges. The Company has no agreements, commitments, or understandings with respect to any financing alternatives. Any equity issuance would be dilutive to stockholders. 29 Results of Operations Three and Nine Months Ended September 30, 2025 Compared With Three and Nine Months Ended September 30, 2024 For The Three Months Ended For The Nine Months Ended September 30, September 30, 3 Months 9 Months 2025 2024 2025 2024 Difference $ Difference % Difference $ Difference % Revenues: Product sales $ 13,035 $ 13,448 $ 35,924 $ 64,538 $ (413 ) -3 % $ (28,614 ) -44 % Charging service revenue - company-owned charging stations 7,758 5,254 22,229 15,217 2,504 48 % 7,012 46 % Network fees 2,874 2,332 8,454 6,304 542 23 % 2,150 34 % Warranty 1,486 1,405 4,023 3,698 81 6 % 325 9 % Grant and rebate 59 982 251 1,617 (923 ) -94 % (1,366 ) -84 % Car-sharing services 1,231 1,168 3,517 3,467 63 5 % 50 1 % Other 587 598 2,053 1,176 (11 ) -2 % 877 75 % Total Revenues 27,030 25,187 76,451 96,017 1,843 7 % (19,566 ) -20 % Cost of Revenues: Cost of product sales 7,987 9,122 30,571 39,965 (1,135 ) -12 % (9,394 ) -24 % Cost of charging services - company-owned charging stations 1,354 724 3,320 1,924 630 87 % 1,396 73 % Host provider fees 3,852 2,982 11,779 9,306 870 29 % 2,473 27 % Network costs 627 577 1,726 1,816 50 9 % (90 ) -5 % Warranty and repairs and maintenance 784 294 2,915 1,880 490 167 % 1,035 55 % Car-sharing services 1,439 1,156 3,190 3,302 283 24 % (112 ) -3 % Depreciation and amortization 1,321 1,213 3,821 4,573 108 9 % (752 ) -16 % Total Cost of Revenues 17,364 16,068 57,322 62,766 1,296 8 % (5,444 ) -9 % Gross Profit 9,666 9,119 19,129 33,251 547 6 % (14,122 ) -42 % Operating Expenses: Compensation 11,528 15,159 38,849 47,770 (3,631 ) -24 % (8,921 ) -19 % General and administrative expenses 5,455 7,972 26,135 23,782 (2,517 ) -32 % 2,353 10 % Other operating expenses 4,589 4,739 16,877 16,135 (150 ) -3 % 742 5 % Change in fair value of consideration payable and gain on settlement (11,701 ) 364 (9,238 ) 2,811 (12,065 ) -3315 % (12,049 ) -429 % Impairment of goodwill - 69,111 - 69,111 (69,111 ) -100 % (69,111 ) -100 % Total Operating Expenses 9,871 97,345 72,623 159,609 (87,474 ) -90 % (86,986 ) -54 % Loss From Operations (205 ) (88,226 ) (53,494 ) (126,358 ) 88,021 -100 % 72,864 -58 % Other Income (Expense): Interest income (expense) 13 (2 ) 28 (475 ) 15 -750 % 503 -106 % Gain on extinguishment of notes payable - 36 - 36 (36 ) -100 % (36 ) -100 % Change in fair value of derivative and other accrued liabilities (1 ) 4 (8 ) (11 ) (5 ) -125 % 3 -27 % Other income (expense) 2 (2 ) 2 (2 ) 4 -200 % 4 -200 % Dividend and interest income 145 783 883 2,363 (638 ) -81 % (1,480 ) -63 % Total Other Income, Net 159 819 905 1,911 (660 ) -81 % (1,006 ) -53 % Loss Before Income Taxes $ (46 ) $ (87,407 ) $ (52,589 ) $ (124,447 ) $ 87,361 -100 % $ 71,858 -58 % Provision for income taxes (40 ) 18 (163 ) (174 ) (58 ) -322 % 11 -6 % Net Loss $ (86 ) $ (87,389 ) $ (52,752 ) $ (124,621 ) $ 87,303 -100 % $ 71,869 -58 % 30 Three Months Ended September 30, 2025 Compared With Three Months Ended September 30, 2024 Revenues Total revenue for the three months ended September 30, 2025 increased by $1,843, or 7%, to $27,030 compared to $25,187 during the three months ended September 30, 2024, primarily due to the increase in network fees and charging service revenues. Revenue from product sales was $13,035 for the three months ended September 30, 2025 as compared to $13,448 during the three months ended September 30, 2024, a decrease of $413, or 3%. This decrease was attributable to the mix of products and shipment priorities by the customers when compared to the same period in 2024. Charging service revenue from Company-owned charging stations was $7,758 for the three months ended September 30, 2025 as compared to $5,254 for the three months ended September 30, 2024, an increase of $2,504 or 48%. The increase is due to the increased number of chargers on the Blink Networks. Network fees revenues were $2,874 for the three months ended September 30, 2025 as compared to $2,332 for the three months ended September 30, 2024, an increase of $542, or 23%. The increase was attributable to increases in host owned units during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Warranty revenues were $1,486 for the three months ended September 30, 2025 as compared to $1,405 for the three months ended September 30, 2024, an increase of $81, or 6%. The increase was primarily attributable to an increase in warranty contracts sold for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. As of September 30, 2025, we recorded a liability of $1,548 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 three months ended September 30, 2025 were $17,364 as compared to $16,068 for the three months ended September 30, 2024, an increase of $1,296 or 8%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to: ● Mix of products between DC fast chargers, and L-2 chargers; ● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements; ● revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers; ● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period; ● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue; ● provisions for excess and obsolete inventory; and ● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period. Cost of product sales decreased by $1,135 or 12%, from $9,122 for the three months ended September 30, 2024 as compared to $7,987 for the three months ended September 30, 2025. The decrease was primarily due the mix in business between the DC fast chargers and L-2 chargers, and variability in installation costs. Cost of charging services (electricity reimbursements) increased by $630, or 87%, to $1,354 for the three months ended September 30, 2025 as compared to $724 for the three months ended September 30, 2024. The increase in 2025 was attributable to the increased number and mix of charging stations generating charging service revenues subject to electricity reimbursement. Host provider fees increased by $870, or 29%, to $3,852 during the three months ended September 30, 2025 as compared to $2,982 during the three months ended September 30, 2024. This increase was a result of the increased number and mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements. Network costs increased by $50 or 9%, to $627 during the three months ended September 30, 2025 as compared to $577 during the three months ended September 30, 2024. 31 The costs remained relatively consistent for the three months ended September 30, 2025, despite the increase in revenue. The additions of the new chargers do not drive proportionally the increase in network costs, and this performance is aligned with our long-term strategy to improve margins and move toward profitability as we grow network fees revenue. Warranty and repairs and maintenance costs increased by $490, or 167%, to $784 during the three months ended September 30, 2025 from $294 during the three months ended September 30, 2024. The increase for the three months ended September 30, 2025 is attributable to the outsourcing of the warranty repairs to the 3 rd parties, and alignment of the revenue with costs strategy. Depreciation and amortization expense increased by $108 or 9%, to $1,321 for the three months ended September 30, 2025 as compared to $1,213 for the three months ended September 30, 2024. The increase in depreciation expense was attributable to additional operational assets launch and their depreciation expense. Operating Expenses Compensation expense decreased by $3,631 or 24%, to $11,528 (consisting of approximately $11.1 million of cash compensation and benefits and approximately $0.4 million of non-cash compensation) for the three months ended September 30, 2025. Compensation expense was $15,159 (consisting of approximately $14.3 million of cash compensation and benefits and approximately $0.9 million of non-cash compensation) for the three months ended September 30, 2024. The decrease in compensation expense for the three months ended September 30, 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 $2,517, or 32%, to $5,455 for the three months ended September 30, 2025 as compared to $7,972 for the three months ended September 30, 2024. The decrease was primarily attributable to the favorable impact in the credit loss reserve reversal of $2,990, as a result of improved working capital practices during the three months ended September 30, 2025. It was also offset primarily by the higher legal services expenses during the quarter. Other operating expenses decreased by $150, or 3%, to $4,589 for the three months ended September 30, 2025 from $4,739 for the three months ended September 30, 2024. The Company recorded a gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of $11,701 for the three months ended September 30, 2025 as compared to a loss of $364 for the three months ended September 30, 2024 due to the change in the inputs to the probability-weighted discounted cash flow model, due to settlement of the consideration payable and full satisfaction of the liability. During the three months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024 period. There was no impairment of goodwill during the 2025 period. Other Income (Expense) We recorded other income of $159 during the three months ended September 30, 2025 as compared to other income of $819 for the three months ended September 30, 2024. The decrease in other income was primarily related to a decrease in dividend and interest income of $638 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, and as a result of the depletion of the cash and cash equivalents invested in money market funds and other interest bearing programs. Net Loss Our net loss for the three months ended September 30, 2025 decreased by $87,303, or 100%, to $86 as compared to $87,389 for the three months ended September 30, 2024. The decrease was primarily attributable to the decrease in operating expenses, primarily the reduction in impairment of goodwill and the gain on change in fair value of consideration payable related to the Envoy acquisition. Total Comprehensive Income (Loss) Our total comprehensive income for the three months ended September 30, 2025 was $6,707 whereas our total comprehensive loss for the three months ended September 30, 2024 was ($84,790). 32 Nine Months Ended September 30, 2025 Compared With Nine Months Ended September 30, 2024 Revenues Total revenue for the nine months ended September 30, 2025 decreased by $19,566, or 20%, to $76,451 compared to $96,017 during the nine months ended September 30, 2024. Revenue from product sales was $35,924 for the nine months ended September 30, 2025 as compared to $64,538 during the nine months ended September 30, 2024, a decrease of $28,614, or 44%. This decrease was attributable to decreased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2024. Charging service revenue from Company-owned charging stations was $22,229 for the nine months ended September 30, 2025 as compared to $15,217 for the nine months ended September 30, 2024, an increase of $7,012, or 46%. The increase is due to the increase in number of chargers on the Blink Networks. Network fee revenues were $8,454 for the nine months ended September 30, 2025 as compared to $6,304 for the nine months ended September 30, 2024, an increase of $2,150, or 34%. The increase was attributable to increases in host owned units during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Warranty revenues were $4,023 for the nine months ended September 30, 2025 as compared to $3,698 for the nine months ended September 30, 2024, an increase of $325, or 9%. The increase was primarily attributable to an increase in warranty contracts sold for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. As of September 30, 2025, we recorded a liability of $1,548 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 nine months ended September 30, 2025 were $57,322 as compared to $62,766 for the nine months ended September 30, 2024, a decrease of $5,444 or 9%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to: ● Mix of products between DC fast chargers, and L-2 chargers; ● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements; ● revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers; ● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period; ● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue; ● provisions for excess and obsolete inventory; and ● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period. Cost of product sales decreased by $9,394, or 24%, from $39,965 for the nine months ended September 30, 2024 as compared to $30,571 for the nine months ended September 30, 2025. The decrease was primarily due to the decrease in product sales, and the mix in business between the DC fast chargers and L-2 chargers, and variability in installation costs, partially offset by the increase for the adjustment for excess and obsolete inventory in the amount of $6,768 during the nine months ended September 30, 2025, the adjustment for excess and obsolete inventory was comprised of inventory write-offs of $4,571 and $2,197 related to the write-off of older, incomplete proposed charger deployments. Furthermore, the Company recorded a loss on disposal of non-performing chargers of $4,131 during the nine months ended September 30, 2025. Absent the impact of the adjustments for excess and obsolete inventory and the write-off of older, incomplete charger deployment proposals, the total cost of product sales was $23,803 for the nine months ended September 30, 2025. This represents a decrease of $16,162, or 40% compared to the same period in 2024. Cost of charging services (electricity reimbursements) increased by $1,396, or 73%, to $3,320 for the nine months ended September 30, 2025 as compared to $1,924 for the nine months ended September 30, 2024. The increase in 2025 was attributable to the increased number and mix of charging stations generating charging service revenues subject to electricity reimbursement. 33 Host provider fees increased by $2,473, or 27%, to $11,779 during the nine months ended September 30, 2025 as compared to $9,306 during the nine months ended September 30, 2024. This increase was a result of the increased number and mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements. Network costs decreased by $90 or 5%, to $1,726 during the nine months ended September 30, 2025 as compared to $1,816 during the nine months ended September 30, 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 $1,035, or 55%, to $2,915 during the nine months ended September 30, 2025 from $1,880 during the nine months ended September 30, 2024. The increase in 2025 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases in the field, and also in a strategic move to outsource the warranty and repairs services. Depreciation and amortization expense decreased by $752, or 16%, to $3,821 for the nine months ended September 30, 2025 as compared to $4,573 for the nine months ended September 30, 2024. The decrease in depreciation expense was attributable to an increase in the grant revenue that is presented as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services. Operating Expenses Compensation expense decreased by $8,921, or 19%, to $38,849 (consisting of approximately $36.9 million of cash compensation and benefits and approximately $2.0 million of non-cash compensation) for the nine months ended September 30, 2025. Compensation expense was $47,770 (consisting of approximately $44.8 million of cash compensation and benefits and approximately $3.0 million of non-cash compensation) for the nine months ended September 30, 2024. The decrease in compensation expense for the nine months ended September 30, 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 increased by $2,353, or 10%, to $26,135 for the nine months ended September 30, 2025 as compared to $23,782 for the nine months ended September 30, 2024. The increase was primarily attributable to the difference in the credit loss reserve of $3,367, offset primarily by decreases in various professional services expenses of $1,247. Other operating expenses increased by $742, or 5%, to $16,877 for the nine months ended September 30, 2025 from $16,135 for the nine months ended September 30, 2024. The increase was primarily attributable to the assets impairment in the amount of $1,620, offset by the decrease in $672 attributable to software development and professional services infrastructure projects , and other various consulting engagement expenditures. The Company recorded a gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of $9,238 for the nine months ended September 30, 2025 as compared to $2,811 for the nine months ended September 30, 2024 due to the change in the inputs to the probability-weighted discounted cash flow model. During the nine months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024 period. There was no impairment of goodwill during the 2025 period. Other Income (Expense) We recorded other income of $905 during the nine months ended September 30, 2025 as compared to $1,911 for the nine months ended September 30, 2024. The decrease in other income was primarily related to a decrease of $1,480 in dividend and interest income, partially offset by a change in interest income of $503, and as a result of the depletion of the cash and cash equivalents invested in money market funds and other interest bearing programs. Net Loss Our net loss for the nine months ended September 30, 2025 decreased by $71,869 or 58%, to $52,752 as compared to $124,621 for the nine months ended September 30, 2024. The decrease was primarily due to the reduction in operating expenses, gain on change in fair value of consideration payable related to the Envoy acquisition and the reduction in goodwill impairment as compared to the nine months ended September 30, 2024. Total Comprehensive Income (Loss) Our total comprehensive loss for the nine months ended September 30, 2025 was $43,887 whereas our total comprehensive loss for the nine months ended September 30, 2024 was $123,659. 34 Liquidity and Capital Resources We measure our liquidity in a number of ways, including the following: September 30, 2025 December 31, 2024 (Unaudited) Cash and Cash Equivalents $ 23,110 $ 41,774 Marketable Securities $ - $ 13,630 Working Capital $ 36,752 $ 81,908 Notes Payable $ 265 $ 265 Note Payable- Related Party $ 114 $ - During the nine months ended September 30, 2025, we financed our activities from proceeds derived from equity financings occurring in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees. For the nine months ended September 30, 2025 and 2024, we used cash of $31,540 and $34,830, respectively, in operations. Our cash use for the nine months ended September 30, 2025 was primarily attributable to our net loss of $52,752 adjusted for net non-cash expenses in the aggregate amount of $19,552, partially offset by $1,660 of net cash provided by changes in the levels of operating assets and liabilities. Our cash use for the nine months ended September 30, 2024, was primarily attributable to our net loss of $124,621, adjusted for net non-cash expenses in the aggregate amount of $89,612, partially offset by $179 of net cash provided by changes in the levels of operating assets and liabilities. During the nine months ended September 30, 2025, net cash provided by investing activities was $11,168 of which $13,360 was provided by the sale of marketable securities and $223 was provided by the sale of an equity method investment, $1,952 was provided by proceeds from government grants, offset by $207 was used as cash consideration for Zemetric (net of cash acquired), $205 of capitalized engineering costs and $4,225 of which was used to purchase charging stations and other fixed assets. During the nine months ended September 30, 2024, net cash used in investing activities was $3,946 of which $9,577 was used to purchase charging stations and other fixed assets and $161 related to the capitalization of certain engineering costs, $958 was used in the purchase of marketable securities, offset by proceeds from sales of marketable securities of $6,750. During the nine months ended September 30, 2025, cash provided by financing activities was $865, of which, $26 was used to pay down our liability in connection with a finance lease and offset by $891 provided by offering proceeds related to the sale of common stock. During the nine months ended September 30, 2024, cash used in financing activities was $13,731, of which, $37,881 was used to repay notes payable, $582 was used to pay down our liability in connection with a finance lease and $338 was used to pay down our liability in connection with internal use software, partially offset by $25,070 provided by offering proceeds related to the sale of common stock. As of September 30, 2025, we had cash and cash equivalents, working capital and an accumulated deficit of $23,110, $36,752 and $788,607, respectively. During the three and nine months ended September 30, 2025, we had a net loss of $86 and $52,752, respectively. Historically, the Company has been able to raise funds to support its business operations. During the nine months ended September 30, 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. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future. Management is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential restructuring or fundraising opportunities. However, there can be no assurance that any of these efforts will result in additional liquidity or resolve the Company’s current financial challenges. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. Lastly, there can be no assurances that these other initiatives will be achieved. Contractual Obligations and Commitments We have operating and finance lease obligations over the next five years of approximately $7,637. These operating lease and financing lease obligations are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services. 35 Critical Accounting Estimates The preparation of financial statements and related disclosures are in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Management has identified certain critical accounting estimates which are outlined below. In addition, there are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. Our accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our financial statements included elsewhere in this quarterly report. For a comprehensive list of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024 except as described below. Current Expected Credit Losses Accounts receivable has been reduced by an allowance that reflects the current expected credit losses associated with the receivables. This estimated allowance is based on historical write-offs, current macroeconomic conditions, reasonable and supportable forecasts of future economic conditions and management’s evaluation of the financial condition of the customer. The Company generally considers an account past due or delinquent when a student or customer misses a scheduled payment. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses following the passage of a certain period of time. Management believes that the allowances are appropriate to cover anticipated losses under current conditions. However, due to the amount and timing of aged receivables, monitoring of specific customers, and collection efforts by the Company, unexpected changes in the aforementioned or deterioration in economic conditions could have a material impact on Company’s results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Risk We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the euro, causing both our revenue and our operating results to be impacted by fluctuations in the exchange rates. Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign currency loss on foreign-denominated balances, as of September 30, 2025. As our foreign operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial instruments to hedge our foreign currency exchange risk. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of September 30, 2025, being the end of the period covered by this Quarterly Report, our management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2024, under the heading “Management’s Annual Report on Internal Control Over Financial Reporting”. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Control over Financial Reporting During the quarter ended September 30, 2025, management continued to commit resources to the remediation of the material weaknesses reported in the Company’s Form 10-K for the fiscal year ended December 31, 2024. Furthermore, management continued to augment its resources for remediating the identified deficiencies in information technology general controls and in other internal controls over financial reporting. Except for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 36 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. For a description of our legal proceedings, see Note 10 – Commitments and Contingencies – Litigation, Disputes, and Settlements in Part 1, Item 1 of this Quarterly Report on Form 10-Q. The Farkas Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO Michael D. Farkas, filed a demand for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement between the parties. The Company filed an answer denying the claim and counterclaimed against FGI, Mr. Farkas, and one of his companies, NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in violation of non-compete agreements. NEXT later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT. The Florida Court denied NEXT’s petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025, the Arbitrator issued an interim award which requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding the Commission Agreement. The Company anticipates that the accounting will result in a final award of less than $100,000 with an ongoing obligation to pay a de minimis monthly amount that is expected to decline to zero over time. The Arbitrator denied the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’ fees to either party. ITEM 1A. RISK FACTORS. In addition to the information set forth under Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic reports, the information set forth at the beginning of Management’s Discussion and Analysis entitled “Special Note Regarding Forward-Looking Information,” and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. We have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability our financial condition could suffer, and we have concluded that substantial doubt exits about our ability to continue as a going concern. We have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred net losses of $86 for the quarter ended September 30, 2025. As of September 30, 2025, we had net working capital of $36,752 and an accumulated deficit of $788,607. Our total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. We have not yet achieved profitability. If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability, and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. We may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations in the future. Such additional funding may not be available on commercially reasonable terms, or at all. In addition, the United States federal government is currently experiencing a shutdown. A prolonged government shutdown could have a negative impact on our business. Such a shutdown could disrupt our supply chain, delay required government approvals, restrict our ability to access capital markets and negatively impact consumer and investor confidence, all of which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION None. 37 ITEM 6. EXHIBITS Incorporated by Reference Filed or Furnished Exhibit Number Exhibit Description Form Exhibit Number Exhibit Description 2.1 Amendment No. 4 to Agreement and Plan of Merger, dated as of August 4, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent. 8-K 2.1 08/06/2025 4.1 Warrant Agreement, dated as of August 19, 2025, by and between Blink Charging Co. and the former equityholders of Envoy Technologies, Inc., through their agent, Fortis Advisors LLC. 8-K 4.1 08/29/2025 3.1 Articles of Incorporation, as amended most recently on August 17, 2017 10-K 3.1 04/17/2018 3.2 Bylaws, as amended most recently on January 29, 2018 10-K 3.2 04/17/2018 3.4 Certificate of Withdrawal for Series A Convertible Preferred Stock 8-K 3.1 04/07/2022 3.5 Certificate of Withdrawal for Series B Preferred Stock 8-K 3.2 04/07/2022 3.6 Certificate of Withdrawal for Series C Convertible Preferred Stock 8-K 3.3 04/07/2022 3.7 Certificate of Withdrawal for Series D Convertible Preferred Stock 8-K 3.4 04/07/2022 31.1 Rule 13a-14(a) or 15d-14(a) Certification of Principal Executive Officer X 31.2 Rule 13a-14(a) or 15d-14(a) Certification of Principal Financial Officer X 32.1* Section 1350 Certification of Principal Executive Officer X 32.2* Section 1350 Certification of Principal Financial Officer X 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2024; (ii) Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025, 2024 and Nine Months Ended September 30, 2025, 2024; (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended September 30, 2025, 2024 and Nine Months Ended September 30, 2025, 2024; (iv) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2025; (v) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2024; (vi) Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024; and (vii) Notes to Unaudited Condensed Consolidated Financial Statements. X 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101). X * 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. 38 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 7, 2025 BLINK CHARGING CO. By: /s/ Michael Battaglia Michael Battaglia President and Chief Executive Officer (Principal Executive Officer) Date: November 7, 2025 By: /s/ Michael Bercovich Michael Bercovich Chief Financial Officer (Principal Financial and Accounting Officer) 39