Blink Charging Co. 10-Q

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.