What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-18 · 314 added, 337 removed, 269 unchanged (71% of the section changed)

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(together with its subsidiaries,

“Blink” or the “Company”) as of June 30, 2025 and for the six months ended June 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

“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.

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

are a leading owner, operator, provider of EV charging equipment and networked EV charging services in the rapidly

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).

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

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).

capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV

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can bring it to 27 years.

our Blink-owned hybrid business model, we typically incur the charging equipment costs while the Property Partner incurs the

installation costs.

our Blink-owned hybrid business model, we typically incur the charging equipment costs while the Property Partner incurs the installation

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 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.

our host-owned business model, the Property Partner purchases, owns, and operates the Blink EV charging station and incurs the installation

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also own and operate EV car-sharing programs through our wholly owned subsidiary, Blink Mobility.

These programs allow

customers to share electric vehicles through subscription services and charge those cars through our charging stations.

As of June 30, 2025, we contracted, sold or deployed 110,828 chargers, of which 88,168 were on Blink Networks (comprised

of 63,312 Level 2 commercial chargers, 1,717 DCFC commercial chargers, 714 residential chargers, and 22,425 chargers pending to

be commissioned).

Included on Blink Networks are 7,917 chargers owned by us.

The remaining 22,660 were non-networked, on other networks,

international sales, or deployments (comprised of 4,810 Level 2 commercial chargers, 64 DC Fast Charging chargers, 12,639 residential

Level 2 Blink EV chargers, 3,122 sold to other U.S.

networks and, 2,025 sold internationally).

Blink networked chargers include public

and private chargers, as designated by stations owners, and are net of swap-outs, replacement units, and decommissioned units.

commercial chargers include chargers installed in residential settings for commercial purposes.

All chargers, including all international

Blink locations, are categorized based on US Department of Energy guidelines.

reflected in our condensed consolidated financial statements as of June 30, 2025, we had cash and cash equivalents of $25,318, working

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.

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 six months ended June 30, 2025, we incurred net losses

of $31,959 and $52,666, respectively.

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.

Technologies, Inc.

Technologies, Inc., the Company’s wholly owned electric car share subsidiary, filed a registration statement on Form S-1 to go

public via a proposed direct listing of its common stock with the U.S.

Securities and Exchange Commission on May 1, 2025.

On August 4, 2025, Envoy Technologies, Inc.

entered into the Fourth Amendment to the Merger Agreement to the by and among the Company, Envoy Mobility, Inc.

(formerly Blink

Mobility, LLC) (“Mobility”), Envoy Technologies and Fortis Advisors LLC, as equity holders’ agent.

The Fourth Amendment provides that the sole

remaining payment obligation to the former equity holders of Envoy will be fully satisfied, and the Company and Envoy Mobility will

be released from all claims and liabilities relating to such obligation, following the issuance of (x) $10,000 in shares of Company

common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y)

warrants exercisable for shares of Company common stock with an aggregate value of $11,000, divided into three tranches with vesting

conditions based on specific stock price achievements.

All warrants granted per the agreement have expiration period of 20 months from the date of issuance.

All shares of Company common

stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial

issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day, with a cap of 20% per month.

The former equity holders of Envoy

Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant to the

exercise of warrants.

The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment

date and use commercially reasonable efforts to have it declared effective within 90 days thereafter.

The amendment includes

indemnification provisions for both the Company and the former equity holders against claims related to the registration

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.

July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc.

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Valley–based provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations.

consideration for the acquisition includes cash, the Company’s restricted stock and a performance driven earn-out.

Shortly thereafter,

Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.

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.

consideration for the acquisition includes cash, the Company’s restricted stock and a performance based earn-out.

thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.

July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications

to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded

limitations on the deductibility of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning

after December 31, 2024, with certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform

Act of 2025 on its condensed consolidated financial statements.

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense,

will be reflected in the period of enactment and in future periods as the Company completes its analysis.

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.

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.

and Service Offerings

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Fleet Management.

We offer Fleet Management applications, targeted at commercial, municipal, and federal fleets for planning,

managing, and optimizing their departure schedules and energy costs.

Our Fleet Management applications can be used as standalone tools

or integrated into existing fleet management solutions, which allows Blink to be a flexible and value-added solution within existing

software stacks.

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

Factors Affecting Operating Results

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Capital Resources, and Going Concern

of June 30, 2025, the Company had cash and cash equivalents of $25,318, compared to $41,774 in cash and cash equivalents and $13,630 in

marketable securities as of December 31, 2024, representing a decrease of $30,086 in available liquidity due to ongoing

operating losses, working capital requirements, and limited cash inflows from operations.

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.

a near-term capital infusion or significant improvement in cash flow from operations, the Company expects that its current cash resources

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of Operations

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

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

For The Three Months Ended

For The Six Months Ended

For The Nine Months Ended

September 30,

Product sales

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Other operating expenses

Change in fair value of consideration payable

Change in fair value of consideration payable and gain on settlement

Impairment of goodwill

Total Operating Expenses

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Interest income (expense)

Gain on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other income (expense)

Dividend and interest income

Total Other Income

Total Other Income, Net

Loss Before Income Taxes

Provision for income taxes

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

revenue for the three months ended June 30, 2025 decreased by $4,595, or 14%, to $28,667 compared to $33,262 during the three months

ended June 30, 2024.

from product sales was $14,508 for the three months ended June 30, 2025 as compared to $23,582 during the three months ended June 30,

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

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.

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 decreased sales of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2024.

service revenue from Company-owned charging stations was $7,691 for the three months ended June 30, 2025 as compared to $4,936 for the

three months ended June 30, 2024, an increase of $2,755 or 56%.

The increase is due to the increase in utilization of chargers and an

increased number of chargers on the Blink Networks.

fee revenues were $2,954 for the three months ended June 30, 2025 as compared to $1,907 for the three months ended June 30, 2024, an

increase of $1,047, or 55%.

The increase was attributable to increases in host owned units during the three months ended June 30, 2025,

as compared to the three months ended June 30, 2024.

revenues were $1,582 for the three months ended June 30, 2025 as compared to $1,340 for the three months ended June 30, 2024, an increase

This decrease was attributable to the mix of products and shipment priorities by the customers

when compared to the same period in 2024.

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.

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.

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.

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%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended June 30,

2025 as compared to the three months ended June 30, 2024.

As of June 30, 2025, we recorded a liability of $553 which represents the estimated

cost of existing backlog of warranty cases.

and rebate revenues were $32 during the three months ended June 30, 2025 as compared to $52 during the three months ended June 30, 2024,

a decrease of $20, or 38%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner

consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily related

to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the

three months ended June 30, 2025 and 2024.

services revenues were $1,111 during the three months ended June 30, 2025 as compared to $1,202 during the three months ended June 30,

2024, a decrease of $91, or 8%.

These revenues are derived from car-sharing subscription services that tend to fluctuate from time to

revenue increased by $546 or 225% to $789 for the three months ended June 30, 2025 as compared to $243 for the three months ended June

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months

ended June 30, 2025 compared to the same period in 2024.

We generate these credits from the electricity utilized by our electric car

charging stations as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the three months ended June 30, 2025 were $26,573 as compared to $22,549 for

the three months ended June 30, 2024, an increase of $4,024 or 18%.

There is a degree of variability in our costs in relationship to

our revenues from period to period, primarily due to:

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due

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;

share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the

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and repairs and maintenance expenses are based on both the number of service cases completed during the period.

of product sales increased by $2,795 or 20%, from $14,241 for the three months ended June 30, 2024 as compared to $17,036 for the

three months ended June 30, 2025.

The increase was primarily due the adjustment for

excess and obsolete inventory in the amount of

$6,427 during the three months ended June 30, 2025 compared to the same period in 2024 , the

adjustment for excess and obsolete inventory was comprised of inventory write-offs of $4,571 and $1,856 related to the write-off of

older, incomplete charger deployment proposals .

Furthermore, the Company recorded a

loss on disposal of non-performing chargers of $3,856 during the three months ended June 30, 2025.

Absent the impact of the

provision for excess and obsolete inventory , the cost of product during the three

months ended June 30, 2025 would have been $10,609, a decrease of $3,632 as a result of the decrease in product sales compared to

the same period in 2024.

of charging services (electricity reimbursements) increased by $567, or 115%, to $1,062 for the three months ended June 30, 2025 as

compared to $495 for the three months ended June 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.

provider fees increased by $993, or 30%, to $4,275 during the three months ended June 30, 2025 as compared to $3,282 during the

three months ended June 30, 2024.

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.

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.

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.

costs decreased by $14 or 2%, to $636 during the three months ended June 30, 2025 as compared to $650 during the three months ended June

costs remained relatively consistent for the three months ended June 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

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.

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.

and repairs and maintenance costs increased by $310, or 32%, to $1,291 during the three months ended June 30, 2025 from $981 during

the three months ended June 30, 2024.

The increase in three months ended June 30, 2025 is attributable to higher rate of charger

failures in the field and backlog of services issues related to the components.

The Company is actively working with the suppliers

to address the part quality concerns and implement corrective actions to reduce future failure rates.

of car-sharing services was $1,066 during the three months ended June 30, 2025 as compared to $1,284 during the 2024 period.

was due to a reduction in costs related to vehicles used in this operation during the period.

and amortization expense decreased by $409 or 25%, to $1,207 for the three months ended June 30, 2025 as compared to $1,616 for the three

months ended June 30, 2024.

The decrease in depreciation expense was attributable to an increase in the grant revenue that is presented

as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services.

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

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.

expense decreased by $3,631 or 24%, to $11,528 (consisting of approximately $11.1 million of cash compensation and benefits and approximately

$0.8 million of non-cash compensation) for the three months ended June 30, 2025.

Compensation expense was $17,654 (consisting of approximately

$16.7 million of cash compensation and benefits and approximately $1.0 million of non-cash compensation) for the three months ended June

The decrease in compensation expense for the three months ended June 30, 2025 compared

to the same period in 2024 was primarily related to decreases in personnel and compensation in executive, marketing, sales and operations

departments as a result of cost savings and synergies realized.

and administrative expenses increased by $3,805, or 48%, to $11,808 for the three months ended June 30, 2025 as compared to $8,003 for

the three months ended June 30, 2024.

The increase was primarily attributable to the difference in the credit loss reserve of $5,387,

offset primarily by the decrease in professional services of $1,569 as we ceased certain research and consulting activities in prior

operating expenses increased by $1,981, or 40%, to $6,939 for the three months ended June 30, 2025 from $4,958 for the three months

ended June 30, 2024.

The increase was attributable to the assets impairment in the amount of $1,732, and $282 for the rent of the

new US facilities.

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $1,784 for the three months

ended June 30, 2025 as compared to $747 for the three months ended June 30, 2024 due to the change in the inputs to the probability-weighted

discounted cash flow model.

$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.

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.

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.

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.

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

There was no impairment of goodwill during the 2025 period.

Income (Expense)

recorded other income of $345 during the three months ended June 30, 2025 as compared to other income of $754 for the three months ended

June 30, 2024.

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 June 30, 2025 as compared to the three months ended June 30, 2024.

net loss for the three months ended June 30, 2025 increased by $11,900, or 59%, to $31,959 as compared to $20,059 for the three months

ended June 30, 2024.

The increase was primarily attributable to an increase in operating expenses, partially offset by a decrease in

gross profit, and a decline in revenues.

Comprehensive Loss

total comprehensive loss for the three months ended June 30, 2025 was $32,638 whereas our total comprehensive loss for the three months

ended June 30, 2024 was $20,459.

Months Ended June 30, 2025 Compared With Six Months Ended June 30, 2024

revenue for the six months ended June 30, 2025 decreased by $21,409, or 30%, to $49,421 compared to $70,830 during the six months

ended June 30, 2024.

from product sales was $22,889 for the six months ended June 30, 2025 as compared to $51,090 during the six months ended June 30, 2024,

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 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

Comprehensive Income (Loss)

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).

Months Ended September 30, 2025 Compared With Nine Months Ended September 30, 2024

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.

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.

service revenue from Company-owned charging stations was $14,471 for the six months ended June 30, 2025 as compared to $9,963 for the

six months ended June 30, 2024, an increase of $4,508, or 45%.

The increase is due to the increase in utilization of chargers and an

increased number of chargers on the Blink Networks.

fee revenues were $5,580 for the six months ended June 30, 2025 as compared to $3,972 for the six months ended June 30, 2024, an increase

of $1,608, or 40%.

The increase was attributable to increases in host owned units during the six months ended June 30, 2025, as compared

to the six months ended June 30, 2024.

revenues were $2,537 for the six months ended June 30, 2025 as compared to $2,293 for the six months ended June 30, 2024, an increase

This decrease was attributable to decreased sales of commercial chargers, DC fast chargers and

residential chargers when compared to the same period in 2024.

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.

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.

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.

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%.

The increase was primarily attributable to an increase in warranty contracts sold for the six months ended June 30,

2025 as compared to the six months ended June 30, 2024.

As of June 30, 2025, we recorded a liability of $553 which represents the estimated

cost of existing backlog of warranty cases.

and rebate revenues were $192 during the six months ended June 30, 2025 as compared to $635 during the six months ended June 30, 2024,

a decrease of $443, or 70%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner

consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily related

to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the

six months ended June 30, 2025 and 2024.

services revenues were $2,286 during the six months ended June 30, 2025 as compared to $2,299 during the six months ended June 30, 2024,

a decrease of $13, or 1%.

These revenues are derived from car-sharing subscription services.

revenue increased by $888 or 154% to $1,466 for the six months ended June 30, 2025 as compared to $578 for the six months ended June

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months ended

June 30, 2025 compared to the same period in 2024.

We generate these credits from the electricity utilized by our electric car charging

stations as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the six months ended June 30, 2025 were $39,958 as compared to $46,698 for the

six months ended June 30, 2024, a decrease of $6,740 or 14%.

There is a degree of variability in our costs in relationship to our revenues

from period to period, primarily due to:

There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

of products between DC fast chargers, and L-2 chargers;

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

5 unchanged sentences

and repairs and maintenance expenses are based on both the number of service cases completed during the period.

of product sales decreased by $8,259, or 27%, from $30,843 for the six months ended June 30, 2024 as compared to $22,584 for the six

months ended June 30, 2025.

The decrease was primarily due to the decrease in product sales,

and coupled with t he increase for the adjustment for excess and obsolete inventory in the amount of $6,427 during the six

months ended June 30, 2025, the adjustment for excess and obsolete inventory was comprised of

inventory write-offs of $4,571 and $1,856 related to the write-off of older, incomplete proposed charger deployments .

the Company recorded a loss on disposal of non-performing chargers of $4,030 during the six months ended June 30, 2025.

Compared to the same period in 2024, the total cost of product sales was $16,157 for the six months ended June 30, 2025.

represents a decrease of $14,686, or 48% compared to the same period in 2024, absent the impact of the adjustment for excess and

obsolete inventory.

of charging services (electricity reimbursements) increased by $766, or 64%, to $1,966 for the six months ended June 30, 2025 as

compared to $1,200 for the six months ended June 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.

provider fees increased by $1,603, or 25%, to $7,927 during the six months ended June 30, 2025 as compared to $6,324 during the six

months ended June 30, 2024.

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.

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.

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.

costs decreased by $140 or 11%, to $1,099 during the six months ended June 30, 2025 as compared to $1,239 during the six months

ended June 30, 2024.

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.

and repairs and maintenance costs increased by $545, or 34%, to $2,131 during the six months ended June 30, 2025 from $1,586 during

the six months ended June 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.

of car-sharing services was $1,751 during the six months ended June 30, 2025 as compared to $2,146 during the 2024 period.

was due to a reduction in costs related to vehicles used in this operation during the period.

and amortization expense decreased by $860, or 26%, to $2,500 for the six months ended June 30, 2025 as compared to $3,360 for the six

months ended June 30, 2024.

The decrease in depreciation expense was attributable to an increase in the grant revenue that is presented

as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services.

Compensation expense decreased by $5,290, or 16%, to $27,321 (consisting

of approximately $25.5 million of cash compensation and benefits and approximately $1.8 million of non-cash compensation) for the six

months ended June 30, 2025.

Compensation expense was $32,611 (consisting of approximately $30.6.0 million of cash compensation and benefits

and approximately $2.0 million of non-cash compensation) for the six months ended June 30, 2024.

decrease in compensation expense for the six months ended June 30, 2024 compared to the same period in 2023 was primarily related to decreases

in personnel and compensation in executive, marketing, sales and operations departments as a result of cost savings and synergies realized.

and administrative expenses increased by $4,870, or 31%, to $20,680 for the six months ended June 30, 2025 as compared to $15,810 for

the six months ended June 30, 2024.

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.

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.

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.

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

offset primarily by decreases in legal expenses of $912 and marketing expenditure of $325.

Other operating

expenses increased by $893, or 8%, to $12,289 for the six months ended June 30, 2025 from $11,396 for the six months ended June 30,

The increase was primarily attributable to the assets impairment in the amount of $1,732, offset by the decrease in $731

attributable to website, and various employee-related engagement expenditures .

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $2,463 for the six months

ended June 30, 2025 as compared to $2,447 for the six months ended June 30, 2024 due to the change in the inputs to the probability-weighted

discounted cash flow model.

$3,367, offset primarily by decreases in various professional services expenses of $1,247.

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.

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.

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

There was no impairment of goodwill during the 2025 period.

Income (Expense)

recorded other income of $746 during the six months ended June 30, 2025 as compared

to $1,092 for the six months ended June 30, 2024.

The decrease in other income was primarily related to a decrease of $842 in dividend

and interest income, partially offset by a change in interest income of $488.

net loss for the six months ended June 30, 2025 increased by $15,434 or 41%, to $52,666

as compared to $37,232 for the six months ended June 30, 2024.

The increase was primarily due to the decline in revenues and gross profits.

Comprehensive Loss

total comprehensive loss for the six months ended June 30, 2025 was $50,594 whereas our total comprehensive loss for the six months ended

June 30, 2024 was $38,869.

recorded other income of $905 during the nine months ended September 30, 2025 as compared to $1,911 for the nine months ended September

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 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.

Comprehensive Income (Loss)

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.

and Capital Resources

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

June 30, 2025

December 31, 2024

Cash and Cash Equivalents

Cash Equivalents

Marketable Securities

1 unchanged sentence

Notes Payable

the six months ended June 30, 2025, we financed our activities from proceeds derived from equity financings occurring in prior periods.

Note Payable- Related

the nine months ended September 30, 2025, we financed our activities from proceeds derived from equity financings occurring in prior

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.

the six months ended June 30, 2025 and 2024, we used cash of $28,524 and $25,735, respectively, in operations.

Our cash use for the six

months ended June 30, 2025 was primarily attributable to our net loss of $52,666 adjusted for net non-cash expenses in the aggregate

amount of $29,629, partially offset by $5,487 of net cash provided by changes in the levels of operating assets and liabilities.

cash use for the six months ended June 30, 2024, was primarily attributable to our net loss of $37,232, adjusted for net non-cash expenses

in the aggregate amount of $15,163, partially offset by $3,666 of net cash provided by changes in the levels of operating assets and

the six months ended June 30, 2025, net cash provided by investing activities was $10,106 of which $13,630 was provided by the sale of

marketable securities and $223 was provided by the sale of an equity method investment, offset by $205 of capitalized engineering costs

and $3,542 of which was used to purchase charging stations and other fixed assets.

During the six months ended June 30, 2024, net cash

used in investing activities was $3,873, of which $8,584 was used to purchase charging stations and other fixed assets, offset by $155

of capitalized engineering costs $634 was used in the purchase of marketable securities, offset by $5,500 provided by the sale of marketable

the six months ended June 30, 2025, cash provided by financing activities was $874, of which, $17 was used to pay down our liability

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.

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.

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 six

months ended June 30, 2024, cash used in financing activities was $13,472, of which, $37,881 was used to pay down notes payable, $375

was used to pay down our liability in connection with a finance lease and $286 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.

of June 30, 2025, we had cash and cash equivalents, working capital and an accumulated deficit of $25,318, $40,491 and $788,521, respectively.

During the three and six months ended June 30, 2025, we had a net loss of $31,959 and $52,666, respectively.

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.

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 six months ended June 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

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.

5 unchanged sentences

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.

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

35 unchanged sentences

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.

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

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis