UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to _____________
Commission
File No. 001-38392
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CHARGING CO.
(Exact
name of registrant as specified in its charter)
Nevada
03-0608147
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
17301 Melford Blvd,
Bowie ,
Maryland
20715
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (305) 521-0200
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of Each Exchange on Which Registered
Common
Stock
BLNK
The
NASDAQ Stock Market LLC
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☒
Non-accelerated
filer
☐
Smaller
reporting company
☐
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As
of May 8, 2026, the registrant had 143,682,259 shares of common stock outstanding.
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CHARGING CO.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE
OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
1
Item 1. Financial Statements.
1
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
1
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025
2
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025
3
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026
4
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025
5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
6
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
25
Item 4. Controls and Procedures.
25
PART II - OTHER INFORMATION
26
Item 1. Legal Proceedings.
26
Item 1A. Risk Factors.
26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
26
Item 3. Defaults Upon Senior Securities.
26
Item 4. Mine Safety Disclosures.
26
Item 5. Other Information.
26
Item 6. Exhibits.
27
SIGNATURES
28
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS.
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CHARGING CO.
Unaudited
Condensed Consolidated Balance Sheets
(in
thousands, except for share and per share amounts)
March 31,
December 31,
2026
2025
Assets
Current Assets:
Cash and cash
equivalents
$ 37,991
$ 39,568
Accounts receivable, net
19,113
29,532
Inventory, net
12,045
14,153
Prepaid
expenses and other current assets
6,933
6,065
Total Current Assets
76,082
89,318
Restricted cash
613
89
Property and equipment, net
42,434
42,691
Operating lease right-of-use assets
5,805
6,331
Intangible assets, net
5,759
6,634
Goodwill
1,742
1,742
Other assets
729
648
Total
Assets
$ 133,164
$ 147,453
Liabilities and Stockholders’
Equity
Current Liabilities:
Accounts payable, accrued
expenses and other current liabilities
46,376
$ 47,242
Current portion of earn-out
liabilities
1,005
1,005
Notes payable
265
265
Current portion of operating
lease liabilities
2,498
2,781
Current portion of financing
lease liabilities
42
42
Current
portion of deferred revenue
11,686
12,137
Total Current Liabilities
61,872
63,472
Earn-out liabilities, non-current portion
981
981
Operating lease liabilities, non-current portion
4,537
4,804
Financing lease liabilities, non-current portion
53
64
Deferred revenue, non-current portion
2,545
5,145
Other liabilities
9,154
8,497
Total
Liabilities
79,142
82,963
Commitments and contingencies (Note 7)
-
-
Stockholders’ Equity:
Preferred stock, $ 0.001
par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025
-
-
Common stock, $ 0.001 par
value, 500,000,000 shares authorized, 143,147,682 and 142,128,133 shares issued and outstanding as of March 31, 2026 and December
31, 2025, respectively
143
142
Additional paid-in capital
896,832
895,505
Accumulated other comprehensive
loss
( 8,964 )
( 8,731 )
Accumulated
deficit
( 833,989 )
( 822,426 )
Total
Stockholders’ Equity
54,022
64,490
Total
Liabilities and Stockholders’ Equity
$ 133,164
$ 147,453
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Operations
(in
thousands, except for share and per share amounts)
2026
2025
For The Three
Months Ended
March
31,
2026
2025
Revenues:
Product revenue
$ 6,194
$ 8,380
Service revenue
12,230
9,506
Other revenue
1,236
1,657
Car-sharing
revenue
1,119
1,175
Total
Revenues
20,779
20,718
Cost of Revenues:
Cost of product revenue
3,723
5,548
Cost of service revenue
7,379
5,281
Costs of other revenue
809
840
Cost of car-sharing revenue
1,034
685
Depreciation
and amortization
1,195
1,295
Total
Cost of Revenues
14,140
13,649
Gross
Profit
6,639
7,069
Operating Expenses:
Compensation
10,163
13,554
General and administrative
expenses
4,619
8,868
Other operating expenses
3,633
5,349
Change
in fair value of consideration payable
-
679
Total
Operating Expenses
18,415
28,450
Loss
From Operations
( 11,776 )
( 21,381 )
Other Income:
Other
income , net
242
401
Total
Other Income, Net
242
401
Loss Before Income Taxes
$ ( 11,534 )
$ ( 20,980 )
Provision
for income taxes
( 29 )
( 28 )
Net
Loss
$ ( 11,563 )
$ ( 21,008 )
Net Loss Per Share:
Basic
$ ( 0.08 )
$ ( 0.21 )
Diluted
$ ( 0.08 )
$ ( 0.21 )
Weighted Average Number
of Common Shares Outstanding:
Basic
143,160,628
102,466,507
Diluted
143,160,628
102,466,507
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Comprehensive Loss
(in
thousands)
2026
2025
For the Three
Months Ended
March
31,
2026
2025
Net Loss
$ ( 11,563 )
$ ( 21,008 )
Other Comprehensive (Loss) Income:
Foreign
currency translation adjustments
( 233 )
2,798
Total Comprehensive
Loss
$ ( 11,796 )
$ ( 18,210 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three Months Ended March 31, 2026
(in
thousands, except for share amounts)
Shares
Amount
Shares
Amount
Capital
Loss
Deficit
Equity
Additional
Accumulated
Total
Preferred
Stock
Common
Stock
Paid-In
Other
Comprehensive
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Loss
Deficit
Equity
Balance - January
1, 2026
-
$ -
142,128,133
$ 142
$ 895,505
$ ( 8,731 )
$ ( 822,426 )
$ 64,490
Stock-based compensation
-
-
840,529
1
1,327
-
-
1,328
Common stock issued upon warrant exercise
-
-
179,020
-
-
-
-
-
Other comprehensive loss
-
-
-
-
-
( 233 )
-
( 233 )
Net loss
-
-
-
-
-
-
( 11,563 )
( 11,563 )
Balance
- March 31, 2026
-
$ -
143,147,682
$ 143
$ 896,832
$ ( 8,964 )
$ ( 833,989 )
$ 54,022
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three Months Ended March 31, 2025
(in
thousands, except for share amounts)
Accumulated
Additional
Other
Total
Preferred
Stock
Common
Stock
Paid-In
Comprehensive
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Loss
Deficit
Equity
Balance - January
1, 2025
-
$ -
101,970,907
$ 102
$ 860,300
$ ( 5,845 )
$ ( 735,855 )
$ 118,702
Balance
-
$ -
101,970,907
$ 102
$ 860,300
$ ( 5,845 )
$ ( 735,855 )
$ 118,702
Common stock issued in public offering, net
of issuance costs [1]
-
-
681,330
1
890
-
-
891
Stock-based compensation
-
-
70,681
-
966
-
-
966
Other comprehensive loss
-
-
-
-
-
2,798
-
2,798
Net loss
-
-
-
-
-
-
( 21,008 )
( 21,008 )
Balance
- March 31, 2025
-
$ -
102,722,918
$ 103
$ 862,156
$ ( 3,047 )
$ ( 756,863 )
$ 102,349
Balance
-
$ -
102,722,918
$ 103
$ 862,156
$ ( 3,047 )
$ ( 756,863 )
$ 102,349
[1] Includes gross
proceeds of $ 909 , less issuance costs of $ 18 .
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Cash Flows
(in
thousands)
2026
2025
For
the Three Months Ended
March
31,
2026
2025
Cash Flows From Operating
Activities:
Net loss
$ ( 11,563 )
$ ( 21,008 )
Adjustments to reconcile
net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
2,262
2,950
Non-cash lease expense
821
931
Change in fair value of
derivative and other accrued liabilities
-
2
Provision (benefit) for
credit losses
217
( 86 )
(Gain) loss on disposal
of property and equipment
( 209 )
174
Provision for
slow moving and obsolete inventory
-
29
Change in fair value of
consideration payable
-
679
Stock-based compensation
1,328
966
Changes in operating assets and liabilities:
Accounts receivable
10,054
4,337
Inventory
1,743
( 373 )
Prepaid expenses and other
current assets
( 203 )
( 237 )
Other assets
( 98 )
17
Accounts payable, accrued
expenses, and other current liabilities
116
( 915 )
Other liabilities
8
( 300 )
Operating lease liabilities
( 845 )
( 821 )
Deferred
revenue
( 2,960 )
629
Total
Adjustments
12,234
7,982
Net
Cash Provided By (Used In) Operating Activities
671
( 13,026 )
Cash Flows From Investing
Activities:
Proceeds from sale of marketable
securities
-
13,630
Capitalization of engineering
costs
( 29 )
( 173 )
Purchases
of property and equipment
( 1,632 )
( 1,087 )
Net
Cash (Used In) Provided By Investing Activities
( 1,661 )
12,370
Cash Flows From Financing
Activities:
Proceeds from sale of common
stock in public offering [1]
-
891
Repayment
of financing liability in connection with finance lease
( 10 )
( 8 )
Net
Cash (Used In) Provided By Financing Activities
( 10 )
883
Effect
of Exchange Rate Changes on Cash and Cash Equivalents
( 53 )
138
Net
(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash
( 1,053 )
365
Cash
and Cash Equivalents and Restricted Cash - Beginning of Period
39,657
41,852
Cash
and Cash Equivalents and Restricted Cash - End of Period
$ 38,604
$ 42,217
Cash and cash equivalents and restricted cash
consisted of the following:
Cash and cash equivalents
$ 37,991
$ 42,140
Restricted
cash
613
77
Cash
and Cash Equivalents and Restricted Cash - End of Year
$ 38,604
$ 42,217
[1] For the three months
ended March 31, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
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Unaudited
Condensed Consolidated Statements of Cash Flows — Continued
(in
thousands)
2026
2025
For The Three
Months Ended
March
31,
2026
2025
Supplemental Disclosures
of Cash Flow Information:
Cash paid during the period
for:
Interest
$ 19
$ 71
Income taxes
$ 10
$ 28
Non-cash investing and financing activities:
Right-of-use assets obtained
in exchange for lease obligations
$ 330
$ 321
Transfer of inventory to
property and equipment
$ ( 271 )
$ ( 400 )
Proceeds to be received
from government grants
$ 764
$ -
The
accompanying notes are an integral part of these condensed consolidated financial statements.
7
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CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
1.
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
and Operations
Blink
Charging Co., through its consolidated subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and provider of electric vehicle
(“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for
EVs. Blink offers EV charging equipment and services, enabling EV drivers to recharge at various locations. Blink’s
principal line of products and services is its Blink EV charging networks (the “Blink Network”) and Blink EV charging
equipment and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains, and
manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink
Network provides fleets, property owners, managers, parking companies, and state and municipal entities (“Property
Partners”), among other types of commercial customers, with cloud-based services that enable the remote monitoring and
management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station
location, availability, and fees (as applicable) .
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form
10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for
complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring
items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of
March 31, 2026 and for the three months then ended. The results of operations for the three months ended March 31, 2026 are not necessarily
indicative of the operating results for the full year ending December 31, 2026 or any other period. These unaudited condensed consolidated
financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the
Company as of December 31, 2025 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)
on March 31, 2026 as part of the Company’s Annual Report on Form 10-K.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Since
the Annual Report for the year ended December 31, 2025, there have been no material changes to the Company’s significant accounting
policies, except as disclosed in this note.
LIQUIDITY
As
of March 31, 2026, the Company had cash and cash equivalents of $ 37,991
and working capital of $ 14,210 .
During the three months ended March 31, 2026, the Company incurred a net loss of $ 11,563 and
generated cash in operating activities of $ 671 .
The
Company has not yet achieved profitability and expects to continue to incur operating losses. While the BlinkForward Initiative (as defined
elsewhere) has substantially decreased operating expenses and cash burn, in the near future the Company needs to generate significant
additional revenues to achieve profitability. Historically, the Company has been able to raise funds to support business operations,
although there can be no assurance that the Company will be successful in raising significant additional funds in the future. The Company
expects that cash and cash equivalents, and future cash flows from operations, will fund operations for at least 12 months after the
issuance date of the financial statements included in this Quarterly Report.
The Company’s operations have primarily been
funded through proceeds from equity and debt financings, and the Company continues to evaluate additional financing opportunities. The
Company’s at-the-market (“ATM”) equity offering program, under which the Company may publicly issue and sell shares
of its common stock, was reactivated upon the timely filing of the Company’s Annual Report on Form 10-K for the year ended December
31, 2025. There can be no assurance that the Company will be able to obtain additional funds on commercially acceptable terms, if at all,
or that any funds raised will be sufficient to complete the Company’s EV development initiatives or attain profitable operations.
NASDAQ Listing Compliance
On January 26, 2026, the Company received a deficiency
letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding
30 consecutive trading days, the closing bid price of its common stock had been below the $ 1.00 per share minimum required for continued
listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Notice has no immediate effect on the listing
or trading of the Company’s common stock on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company has a compliance period of 180 calendar days from the date of the Notice, or until July 27, 2026, to regain compliance with the
Minimum Bid Requirement. Compliance may be regained if the closing bid price of the Company’s common stock meets or exceeds $ 1.00
per share for a minimum of 10 consecutive trading days during the compliance period.
If the Company does not regain compliance by July
27, 2026, it may be eligible for an additional 180-calendar-day compliance period, provided it meets all other applicable initial listing
standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement. There can be no assurance that the Company
will regain compliance during the initial or any additional compliance period.
BlinkForward
Initiative
In
May 2025, the Company announced the BlinkForward Initiative (the “Initiative”) as part of a broader strategic restructuring
plan aimed at accelerating the Company’s path to profitability and enhancing operational efficiency. Key pillars of the Initiative
were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce,
reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for EV hardware to reduce overhead
expenses and focus on intellectual property and customer support efforts. The transition to contract manufacturing was completed in January
2026, and Blink no longer maintains manufacturing facilities in-house.
8
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
INVENTORY
As
of March 31, 2026, the Company’s inventory was comprised of $ 3,607
of finished goods that were available for sale and $ 8,438
of raw material and work in process. As of December 31, 2025, the Company’s inventory was comprised of $ 5,532
of finished goods that were available for sale and $ 8,621
of raw material and work in process.
FOREIGN
CURRENCY TRANSACTIONS AND TRANSLATION
Transaction
gains (losses) attributable to foreign exchange were $ 14 and ($ 259 ) during the three months ended March 31, 2026 and 2025, respectively.
Transaction gains and losses attributable to foreign exchange are included within general and administrative expenses on the condensed
consolidated statements of operations for the three months ended March 31, 2026 and 2025.
Foreign
currency translation adjustments related to the translation of the financial statements of the Company’s foreign subsidiaries
from their functional currency to the US dollar were ($ 233 )
and $ 2,798
for the three months ended March 31, 2026 and 2025, respectively.
REVENUE
RECOGNITION
The
Company recognizes revenue primarily from the following different types of contracts:
● Product
revenues – Revenue is recognized at the point where the customer obtains control of
the goods and the Company satisfies its performance obligation, which generally is at the
time it ships the product to the customer or installation of the product.
● Service
revenues are comprised of the following:
○ Charging services revenues –
The Company generates charging service revenue from fees charged to users for the use of charging stations, including per-session connection
fees and usage-based charges. Revenue is recognized at the point in time when a particular charging session is completed.
○ Network fees – Represents
a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on
a straight-line basis over the contract term. Network fees are billed annually.
● Other
revenues are comprised of the following:
○ Warranty – Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time
and, as a result, revenue is recognized on a gross basis on a straight-line basis over the contract term. The Company also facilitates
the sale of third-party warranties for which it acts as an agent; accordingly, revenue from third-party warranties is recognized on a
net basis at the point in time of sale. Further, standard warranties are generally not accounted for as separate performance obligations
as warranties do not provide a service in addition to the assurance that the charging stations will function as expected.
○ Other- Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative
fuel credits. Other is included within Other revenues on the condensed consolidated statements of operations.
○ Grant
and fees rebate – Grants and rebates related to EV charging stations and associated
installation costs are accounted for by analogy to IAS 20. Grant proceeds are initially deferred
and recognized in revenue in a manner consistent with the terms of the grant.
● Car-sharing
revenue – Relate to revenues and expenses from electric vehicle-sharing and electric
vehicle charging services provided to apartments, offices and hotels for use by their residents
and guests and are recognized in accordance with ASC 842. Revenue is recognized over the
duration of the rental agreements which are short term in nature.
9
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CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
REVENUE
RECOGNITION – CONTINUED
The
following table summarizes revenue recognized in the condensed consolidated statements of operations:
SCHEDULE
OF REVENUE RECOGNITION
For The Three Months Ended
March 31,
2026
2025
Revenues - Recognized at a Point in Time
Product revenue
$ 6,194
$ 8,380
Service revenue - charging services
9,125
7,042
Other revenues - warranty and other
1,177
1,497
Total Revenues - Recognized at a Point in Time
16,496
16,919
Revenues - Recognized Over a Period of Time:
Service revenue - network fees
3,105
2,464
Total Revenues - Recognized Over a Period of Time
3,105
2,464
ASC 842- Revenues
Car-sharing revenue
1,119
1,175
Revenues- Other
Other revenues - grant and fees rebate
59
160
Total Revenue
$ 20,779
$ 20,718
10
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
REVENUE
RECOGNITION – CONTINUED
The
timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally
thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment.
Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance
obligations are satisfied.
The
Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates
the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying
each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product
or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation
of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total
revenue recognized on the contract.
As
of March 31, 2026, the Company had $ 14,231 related to contract liabilities where performance obligations have not yet been satisfied,
which has been included within deferred revenue on the condensed consolidated balance sheets as of March 31, 2026. The Company expects
to satisfy $ 11,686 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize
the revenue within the next twelve months.
The
Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when
the expected amortization period is one year or less. During the three months ended March 31, 2026 and 2025 there was no revenue recognized
from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A.
During
the three months ended March 31, 2026, the Company recognized $ 2,774 revenues related to network fees and warranty contracts, which were
included in deferred revenues as of December 31, 2025.
Car-sharing
services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments,
offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric
vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement
signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided
specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such
rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s
contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include
material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end
of the lease.
The
Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe upon
return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles are generally
rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Company’s
vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle.
GOVERNMENT
GRANTS
The
Company receives grants from federal, state, and foreign government agencies related to capital investments in electric vehicle charging
equipment. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government
Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions
of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related
expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of
the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the
relevant conditions of the grant. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived
asset are considered asset-based grants and are recognized as a liability. Other government grants not related to long-lived assets are
considered income-based grants, which are initially recognized as “Government grants receivable” and are also recognized
as a reduction to the related cost of activities that generated the benefit. Proceeds received from asset-based grants are presented
as cash inflows from investing activities on the consolidated statements of cash flows, whereas proceeds received from income-based grants
are presented as cash inflows from operating activities. Private and government grants and rebates related to EV charging stations and
their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of the
related asset over their useful lives.
Grant
receivables are included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets.
Current liabilities related to government grants are included within accounts payable, accrued expenses and other current liabilities,
and non-current liabilities related to government grants are included within other liabilities.
As
of March 31, 2026, the Company had government grant receivables of $ 758 and government grant liabilities of $ 11,663 , of which $ 3,062 were current
and $ 8,601 were non-current. As of December 31, 2025, the Company had government grant receivables of $ 0 and government grant liabilities
of $ 11,067 , of which $ 2,869 were current and $ 8,198 were non-current. During the three months ended March 31, 2026 and 2025, government
grants of $ 722 and $ 540 , respectively, were recognized as a reduction to depreciation expense on the condensed consolidated statements
of operations.
11
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
NET
LOSS PER COMMON SHARE
Basic
net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders
by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding
if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.
The
following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion
would have been anti-dilutive:
SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION
2026
2025
For the Three
Months Ended
March
31,
2026
2025
Warrants
3,058,885
-
Restricted stock units
1,340,849
1,145,269
Total potentially dilutive
shares
4,399,734
1,145,269
In
addition, 2,118,856 and 1,150,152 warrants for the three months ended March 31, 2026 and 2025, respectively, and 431,215 and 987,843
options for the three months ended March 31, 2026 and 2025, respectively, were excluded from the above table because their exercise prices
exceeded the average market price of the Company’s common stock during the respective periods, and would have been anti-dilutive
regardless of the Company’s net loss position.
RECENTLY
ADOPTED ACCOUNTING STANDARDS
In
July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The
amendments provide a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date
will remain unchanged over the remaining life of current accounts receivable and current contract assets when developing reasonable and
supportable forecasts for estimating expected credit losses under ASC 326. The ASU is effective for fiscal years beginning after December
15, 2025, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively.
The Company adopted this guidance on January 1, 2026, and its adoption did not have a material impact on the Company’s condensed
consolidated financial statements and related disclosures.
RECLASSIFICATIONS
Certain prior year balances have been reclassified in order to conform to current period presentation, primarily
related to revenue and cost of revenues line items, which were reorganized to better align with how management views and operates the
business and to conform the cost of revenue captions to the Company’s revenue categories. These reclassifications have no effect
on previously reported results of operations or loss per share.
3.
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts
payable, accrued expenses and other current liabilities consisted of the following:
SCHEDULE
OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
March
31, 2026
December
31, 2025
Accounts payable
$ 26,538
$
28,404
Accrued professional, board and other fees
2,997
3,239
Accrued wages
2,371
2,723
Warranty payable
857
1,277
Accrued income, property and sales taxes payable
4,388
2,780
Accrued purchases
2,288
3,343
Other accrued expenses
3,875
2,607
Government grant liabilities
3,062
2,869
Total
$ 46,376
$
47,242
12
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
4.
STOCKHOLDERS’ EQUITY
STOCK-BASED
COMPENSATION
The
Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months ended March
31, 2026 and 2025 of $ 1,328 and $ 966 , respectively, which is included within compensation expense on the condensed consolidated statements
of operations. As of March 31, 2026, there was $ 2,014 of unrecognized stock-based compensation expense that will be recognized over the
weighted average remaining vesting period of 1.98 years.
RESTRICTED
STOCK UNITS
The
Company grants Restricted Stock Units (“RSUs”) to employees, executives, and members of the Board of Directors under the
Company’s equity incentive plan. RSUs represent a right to receive shares of the Company’s common stock upon vesting and
have no exercise price. The RSUs vest ratably over service periods of one to three years from the date of grant, subject to the recipient’s
continued service with the Company. Upon vesting, the RSUs automatically settle and convert into unrestricted shares of the Company’s
common stock. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant.
A
summary of the RSU activity during the three months ended March 31, 2026 is presented below:
SCHEDULE OF RSU ACTIVITY
Weighted
Average
Grant Date
Number
of Shares
Fair
Value Per Share
Outstanding, January 1, 2026
1,474,443
$ 1.57
Granted
3,677,979
0.71
Vested
( 2,057,340 )
0.81
Cancelled/forfeited/expired
( 109,634 )
2.41
Outstanding, March 31,
2026
2,985,448
$ 1.00
As
of March 31, 2026, 1,216,811 of RSUs that vested during the three months ended March 31, 2026
remain unissued.
13
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
5.
LEASES
OPERATING
AND FINANCE LEASES
Total
operating lease expenses for the three months ended March 31, 2026 and 2025 were $ 815
and $ 840 ,
respectively. Of these amounts, $ 425 and $ 479 , respectively,
were recorded in other operating expenses and $ 390 and $ 361 , respectively, were recorded in cost of car-sharing revenue on the condensed
consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments and other
expenses.
During the three months ended March 31, 2026, the Company entered into new operating leases, which resulted in approximately
$ 330 of additional operating lease right-of-use assets and corresponding lease liabilities recorded during the period. As of March 31,
2026, the Company had not entered into additional finance or operating lease obligations that have not yet commenced.
As of March 31,
2026, the Company had $ 96 of
right-of-use assets that were classified as financing leases for vehicles associated with the operations of Envoy Mobility, Inc.
(formerly Blink Mobility, LLC) and are included as a component of property
and equipment on the condensed consolidated
balance sheet as of March 31, 2026. During the three months ended March 31, 2026 and 2025, the Company recorded $ 12 and
$ 2 ,
respectively, of interest expense related to finance leases, which were recorded within interest expense on the condensed
consolidated statements of operations.
Supplemental
cash flows information related to leases was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES
For
The Three Months Ended March 31,
2026
2025
Cash paid for amounts included in the measurement
of lease liabilities:
Operating cash
flows from operating leases
$ 845
$ 821
Financing cash flows from
finance leases
$ 10
$ 8
Weighted Average Remaining
Lease Term
Operating leases
1.96
2.47
Finance leases
2.36
0.28
Weighted Average Discount
Rate
Operating leases
7.4 %
7.3 %
Finance leases
6.2 %
6.2 %
Future
minimum payments under non-cancellable leases as of March 31, 2026 were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
For
the Years Ending December 31,
Operating
Lease
Finance
Lease
2026
$ 2,423
$ 47
2027
2,013
38
2028
1,399
18
2029
894
-
2030
898
-
Thereafter
500
-
Total future minimum lease
payments
8,127
103
Less:
imputed interest
( 1,092 )
( 8 )
Total
$ 7,035
$ 95
SUBLEASE
In
January 2026, the Company commenced a sublease of a portion of its facility located at 5081 Howerton Way, Bowie, Maryland. The sublease
has a term through March 31, 2031, with rent commencing February 1, 2026 following an initial abatement period. Under the sublease, aggregate
base rental income is approximately $ 2,286 over the sublease term. In connection with the sublease, the Company received from the sublessee
an irrevocable letter of credit of approximately $ 70 , equal to the first and last months’ base rent, as security for the sublessee’s
obligations under the sublease. The letter of credit is reducible to approximately $ 26 on the second anniversary of the rent commencement
date, subject to no defaults.
The following table presents future undiscounted sublease
lease payments to be received as of March 31, 2026:
SCHEDULE OF FUTURE UNDISCOUNTED SUBLEASE LEASE PAYMENTS
For the Years Ending December 31,
Total
2026
$ 232
2027
367
2028
482
2029
504
2030
518
Thereafter
132
Total
$ 2,235
14
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
6.
FAIR VALUE MEASUREMENT
Assets
and liabilities measured at fair value on a recurring basis are as follows:
SCHEDULE
OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Level
1
Level
2
Level
3
Total
March
31, 2026
Level
1
Level
2
Level
3
Total
Assets:
Money market
funds
$ 32,762
$ -
$ -
$ 32,762
Total assets
$ 32,762
$ -
$ -
$ 32,762
Liabilities:
Warrant liability
$ -
$ -
$ 30
$ 30
Earn-out liabilities
-
-
1,986
1,986
Total liabilities
$ -
$ -
$ 2,016
$ 2,016
Level
1
Level
2
Level
3
Total
December
31, 2025
Level
1
Level
2
Level
3
Total
Assets:
Money market
funds
$ 32,500
$ -
$ -
$ 32,500
Total assets
$ 32,500
$ -
$ -
$ 32,500
Liabilities:
Warrant liability
$ -
$ -
$ 30
$ 30
Earn-out liabilities
-
-
1,986
1,986
Total liabilities
$ -
$ -
$ 2,016
$ 2,016
In
addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities
at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use
assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount
exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is
recognized.
15
BLINK CHARGING
CO.
NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands,
except for share and per share amounts)
7.
COMMITMENTS AND CONTINGENCIES
LITIGATION,
DISPUTES AND SETTLEMENTS
The
Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited
to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in
the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are
subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex
and subject to change.
The
Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of March 31, 2026,
and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in
the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described
herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with
respect to the legal matters pending against it. However, future events or circumstances, currently unknown to management, may potentially
have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period.
The
Farkas Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO, Michael D. Farkas, filed a
demand for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission
agreement between the parties. The amount of commission was not stated but application of the theories articulated in the pleading
would have required payment of more than $ 20,000
in commissions. The Company filed an answer denying the claim and counterclaimed against FGI, Mr. Farkas, and one of his companies,
NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in violation of non-compete agreements. NEXT
later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT. The Florida Court denied NEXT’s
petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025, the
Arbitrator issued an interim award which rejected many of the theories advocated by FGI and requires the Company to provide an
accounting within 90 days applying the Arbitrator’s determinations regarding the Commission Agreement. The Arbitrator denied
the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’ fees to either party. The Company
later prepared the accounting which resulted in a final award requiring the Company to pay $ 72 ,
plus quarterly commissions on revenue derived from certain chargers installed prior to June 30, 2017. The Company estimates the
quarterly payments will be less than $ 10
per quarter, declining over time to zero. The first payment was approximately $ 10
in April 2026 .
16
BLINK CHARGING
CO.
NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands,
except for share and per share amounts)
8.
SEGMENT REPORTING
The
Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource
allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential
and commercial EV charging solutions, including its Blink Network and EVSE, to support EV drivers at various locations. Furthermore,
the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription
services and charge those cars through charging stations.
The
CODM is provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. Total
segments assets are disclosed in the condensed consolidated balance sheets. The CODM reviews the following information on a
consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss in order to allocate operating
and capital resources and assesses performance of the Company by comparing actual results to historical results and previously
forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating
expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is
also regularly provided disaggregated expense information for other operating expenses, which is disaggregated between software
costs and other expenses as shown in the table below:
SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES
2026
2025
For The Three Months Ended
March 31,
2026
2025
Other operating expenses
Software
$ 1,376
$ 1,793
Other (1)
2,257
3,556
Total other operating expenses
$ 3,633
$ 5,349
(1) Includes operating lease expense, insurance expense, office expenses and travel expenses.
The
following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease
right-of-use assets:
SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA
March 31, 2026
December 31, 2025
United States
$ 34,971
$ 35,296
United Kingdom
9,092
8,754
International - Other
4,176
4,972
Total
$ 48,239
$ 49,022
The
following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical
area:
Revenues by Geographical Area
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA
2026
2025
For The Three Months Ended
March 31,
2026
2025
United States
$ 12,253
$ 12,226
International
8,526
8,492
Total Revenue
$ 20,779
$ 20,718
17
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 March 31, 2026 and for the three months ended March 31, 2026
and 2025 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 and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K
for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026. 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 I, Item 1A, “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025, and under a similar item in subsequent periodic reports, as discussed
elsewhere in this Quarterly Report, particularly in Part II, Item 1A - 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 Network and Blink EV charging equipment, also known as
EVSE, and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains, and manages Blink
charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Network provides Property
Partners, among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV
charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability,
and fees (as applicable).
To
capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV
infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that
generally fall into one of the business models below, differentiated by who owns the equipment and who bears the costs of installation,
equipment, maintenance, and the percentage of revenue shared.
●
In
our Blink-owned turnkey business model, we incur the charging equipment and installation costs. We own and operate the EV charging
station and provide connectivity of the charging station to the Blink Network. In this model, which favors recurring revenues, we
incur most costs associated with the EV charging stations; thus, we retain substantially all EV charging revenues after deducting
network connectivity and processing fees. Our agreement with the Property Partner typically lasts nine years, with extensions that
can bring it to 27 years.
●
In
our Blink-owned hybrid business model, we 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 Network. 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 Network, payment processing,
and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting
Blink network connectivity and processing fees.
We
also own and operate EV car-sharing programs through our wholly owned subsidiary, Envoy Mobility, Inc. These programs allow customers
to share electric vehicles through subscription services and charge those cars through our charging stations.
As of March 31, 2026,
there were approximately 47,559 chargers connected to the Blink Network. Of those, approximately 44,491 were Level 2 commercial
chargers and approximately 1,964 DCFC were commercial chargers. Included on Blink Network are approximately 6,745 chargers
owned by us. Another estimated 23,700 units were non-networked, on other networks, international sales, or deployments.
18
Recent
Developments
BlinkForward
Initiative
In
May 2025, we announced the BlinkForward Initiative strategic restructuring plan, aimed at accelerating the Company’s path to profitability
and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile
and lean organization. This included a significant reduction in our global workforce from 513 to approximately 296 as of the filing of this Quarterly Report, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for
our EV hardware, to reduce overhead expenses and focus on our intellectual property and customer experience efforts. The transition to
contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. Additionally,
we focused on expansion of our DC Fast Charging network through deployment of high-speed chargers in strategic, high-utilization locations.
As a part of this focus, we launched a capital raise process and completed an underwritten registered public offering of 26,666,666 shares
of common stock at a public offering price of $0.75 per share, raising gross proceeds of $20,000, less underwriting discounts and offering
expenses of $1,474, for net proceeds of $18,526, in December 2025.
As
a part of the BlinkForward Initiative announced in May 2025, the Company shifted to contract manufacturing for its EV hardware, to
focus on Blink’s intellectual property and service, while reducing overhead. The transition to contract manufacturing was
completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. In connection with the transition, the
Company entered into a sublease of its former manufacturing facility located in Bowie, Maryland from in January 2026 through March
2031.
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 Charging Equipment. We offer a wide range of Level 2 (AC) EV charging equipment, for commercial, residential, and public locations.
Our Level 2 chargers support the J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector
used in Europe.
Our
commercial Level 2 chargers consist of the EQ product family in Europe and the United Kingdom and the Series 7, Series 8, and Series
10 product families in North America. We also offer the Shasta charger, a next-generation Level 2 platform designed to support ISO
15118 and “Plug & Charge” functionality. Certain Level 2 chargers offer optional cable management systems and connectivity
to the Blink Network. Level 2 charging stations typically provide a full vehicle charge in approximately five to ten hours and are
commonly deployed at workplaces, multifamily residential properties, retail and hospitality locations, parking facilities, such as
those operated by municipalities, educational campuses, healthcare facilities, and airports.
●
International
Products. We offer Level 2 AC and DC charging products for international markets, including residential, workplace, retail, parking,
hospitality, and fleet applications. These products are available with the Type 2, GBT, and CCS2 connectors and include Blink branded
chargers and other hardware sourced or configured to meet regional and customer specific requirements.
●
DC
Fast Charging (DCFC ). We offer a complete line of DC Fast Charging equipment that ranges from 30kW to 600kW. Our DCFC products
support NACS, CCS1, CHAdeMO connectors and are capable of producing up to an 80% battery charge in less than 30 minutes, depending
on vehicle and conditions. DC fast charging stations typically require greater electrical infrastructure than Level 2 chargers and
are deployed in high-traffic urban locations and along long-distance travel corridors. Our DCFC portfolio includes both all-in-one
chargers and distributed cabinet and dispenser systems.
●
Blink
Network. The Blink Network is a cloud-based software platform that supports the operation and management of EV charging stations.
The platform enables remote monitoring, management, payment processing, customer support, load management, roaming, reporting, and
other network services.
●
Blink
Charging Mobile App. We offer Blink Charging Mobile Apps for iOS and Android devices that allow EV drivers to locate charging
stations, view charger availability and charging speeds, initiate and pay for charging sessions, and manage their charging activity.
●
Energy
Management and Fleet Management. We offer energy management and fleet focused software solutions designed to help commercial,
municipal, and other fleet operators manage charging operations and optimize energy usage and costs. These solutions may be deployed
as standalone offerings or integrated with existing fleet and charging management systems.
19
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, customer experience, 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, the Company’s revenue and ability to generate profits
in the future may be impacted.
Growth
- Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The
market for electric vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition,
additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles
for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use
of electric vehicles, include perceptions about EV quality, safety (in particular with respect to battery chemistries), design, performance,
and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in
use; improvements in the fuel economy of the internal combustion engine; consumers’ desire and ability to purchase a luxury automobile
or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers’
perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;
government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations,
standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and the availability
of tax and other governmental incentives to purchase and operate EVs and future regulation requiring increased use of zero emissions
vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial
condition and operating results may be adversely affected.
Regulations
- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to
government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations,
and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application
of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished
revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business
could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of 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 the operations would be negatively impacted.
Liquidity,
Capital Resources, and Going Concern
As
of March 31, 2026, the Company had cash and cash equivalents of $37,991 compared to $39,568 in cash and cash equivalents as of December
31, 2025, representing a decrease of $1,577 in available liquidity due to ongoing operating losses and working capital requirements.
In
May 2025, we announced the BlinkForward Initiative a strategic restructuring plan aimed at accelerating the Company’s path to
profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the
Company into a more agile and lean organization. This included a significant reduction in our global workforce from 513 to
approximately 296 as of the filing of this Quarterly Report, reductions in other operating, general and administrative expenses, and
a shift to contract manufacturing for our EV hardware to reduce overhead expenses and focus on our intellectual property and
customer support efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains
manufacturing facilities in-house.
As
reflected in our condensed consolidated financial statements as of March 31, 2026, we had cash and cash equivalents of $37,991, working
capital of $14,210 and an accumulated deficit of $833,989. During the three months ended March 31, 2026, we incurred a net loss of $11,563.
We have not yet achieved profitability.
In
December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering
price of $0.75 per share. We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses
of $1,474, for net proceeds of $18,526. The public offering was made pursuant to our registration statement on Form S-1 filed with the
SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement
agents in connection with the offering.
We
have not yet achieved profitability and expect cash flows from operations to be volatile. While the BlinkForward Initiative substantially
decreased our operating expenses and cash burn, we still need to generate substantial revenues in the near future to achieve
profitability, even as our repeatable and recurring revenue from network and charging fees continues to grow. Historically, we have been
able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant
additional funds in the future. We expect that our cash on hand and future cash flows from operations will fund our operations for at
least 12 months after the issuance date of the financial statements included in this Quarterly Report.
Since
inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access
to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us
to complete our EV charging development initiatives or attain profitable operations.
20
Results
of Operations
Three
Months Ended March 31, 2026 Compared With Three Months Ended March 31, 2025
For The Three Months Ended
March 31,
2026
2025
Difference $
Difference %
Revenues:
Product revenue
$ 6,194
$ 8,380
$ (2,186 )
-26 %
Service revenue
12,230
9,506
2,724
29 %
Other revenue
1,236
1,657
(421 )
-25 %
Car-sharing revenue
1,119
1,175
(56 )
-5 %
Total Revenues
20,779
20,718
61
0 %
Cost of Revenues:
Cost of product revenue
3,723
5,548
(1,825 )
-33 %
Cost of service revenue
7,379
5,281
2,098
40 %
Costs of other revenue
809
840
(31 )
-4 %
Cost of car-sharing revenue
1,034
685
349
51 %
Depreciation and amortization
1,195
1,295
(100 )
-8 %
Total Cost of Revenues
14,140
13,649
491
4 %
Gross Profit
6,639
7,069
(430 )
-6 %
Operating Expenses:
Compensation
10,163
13,554
(3,391 )
-25 %
General and administrative expenses
4,619
8,868
(4,249 )
-48 %
Other operating expenses
3,633
5,349
(1,716 )
-32 %
Change in fair value of consideration payable
-
679
(679 )
-100 %
Total Operating Expenses
18,415
28,450
(10,035 )
-35 %
Loss From Operations
(11,776 )
(21,381 )
9,605
-45 %
Other Income:
Other income, net
242
401
(159 )
-40 %
Total Other Income, Net
242
401
(159 )
-40 %
Loss Before Income Taxes
$ (11,534 )
$ (20,980 )
$ 9,446
-45 %
Provision for income taxes
(29 )
(28 )
(1 )
4 %
Net Loss
$ (11,563 )
$ (21,008 )
$ 9,445
-45 %
21
Three
Months Ended March 31, 2026 Compared With Three Months Ended March 31, 2025
Revenues
Total
revenue for the three months ended March 31, 2026 increased by $61, or less than 1%, to $20,779 compared to $20,718 during the three
months ended March 31, 2025, primarily due to the decrease in product revenue, offset by the increase in charging revenue.
Revenue
from product sales was $6,194 for the three months ended March 31, 2026 as compared to $8,380 during the three months ended March 31,
2025, a decrease of $2,186, or 26%. This decrease was attributable to the decrease in the number of chargers sold when compared to the
same period in 2025.
Service
revenue was $12,230 for the three months ended March 31, 2026 as compared to $9,506 for the three months ended March 31, 2025, an
increase of $2,724, or 29%, primarily due to the increase in Company owned chargers generating charging revenue, and the increase in
the number of chargers in the Blink Network, which resulted in an increase in network fees. Service revenue includes charging
service revenue, network fees, warranty revenue and grants and rebates.
Car-sharing
services revenues were $1,119 during the three months ended March 31, 2026 as compared to $1,175 during the three months ended March
31, 2025, a decrease of $56, or 5%.
Other
revenue decreased by $421, or 25%, to $1,236 for the three months ended March 31, 2026 as compared to $1,657 for the three months ended
March 31, 2025 primarily due to the reduction in warranty revenue and the timing of certain revenue transactions.
Cost
of Revenues
Cost
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 other networks, warranty, repairs and maintenance services, and depreciation of our installed
charging stations. Cost of revenues for the three months ended March 31, 2026 were $14,140 as compared to $13,649 for the three months
ended March 31, 2025, an increase of $491, or 4%, due to the decrease in cost of product revenue, which is offset by the increase
in cost of service revenue and cost of car-sharing revenue.
There
is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:
●
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 was $3,723 for the three months ended March 31, 2026 as compared to $5,548 for the three months ended March 31, 2025, a decrease
of $1,825, or 33%, which is primarily attributable to a decreased number of chargers being sold during the current quarter.
Cost
of service was $7,379 for the three months ended March 31, 2026 as compared to $5,281 for the three months ended March 31, 2025, an increase
of $2,098, or 40%, primarily due to the increase in cost of energy and network expenses. Cost of service includes electricity reimbursements,
host provider fees, network costs and warranty and repairs and maintenance costs.
Cost of other revenues was $809
for the three months ended March 31, 2026 as compared to $840 for the three months ended March 31, 2025, a decrease of $31, or 4%.
Cost of car-sharing services was
$1,034 for the three months ended March 31, 2026 as compared to $685 for the three months ended March 31, 2025, an increase of $349, or
51%, due to the timing of certain non-periodic expenses.
Depreciation and amortization
expense decreased by $100, or 8%, to $1,195 for the three months ended March 31, 2026, as compared to $1,295 for the three months ended
March 31, 2025, due to the timing of grants earned, which offset depreciation expense in cost of revenues.
22
Operating
Expenses
Compensation
expense decreased by $3,391, or 25%, to $10,163 (consisting of approximately $8.9 million of cash compensation and benefits and approximately
$1.3 million of non-cash compensation) for the three months ended March 31, 2026. Compensation expense was $13,554 (consisting of approximately
$12.6 million of cash compensation and benefits and approximately $1.0 million of non-cash compensation) for the three months ended March
31, 2025. This decrease 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 $4,249, or 48%, to $4,619 for the three months ended March 31, 2026 as compared to $8,868 for
the three months ended March 31, 2025. This decrease is primarily attributable to the termination of certain research and consulting
activities after the quarter ended March 31, 2025, as well as the decrease in amortization expense and provision for expected credit
losses.
Other
operating expenses decreased by $1,716, or 32%, to $3,633 for the three months ended March 31, 2026 from $5,349 for the three months
ended March 31, 2025, primarily due to the decrease in insurance expense, rent and software expense.
The
Company recorded no change in the fair value of consideration payable related to the Envoy acquisition during the three months ended
March 31, 2026 since this obligation was fully settled during the third quarter of 2025.
Other
Income
Total
other income, net, decreased by $159, or 40%, to $242 for the three months ended March 31, 2026 as compared to $401 for the three months
ended March 31, 2025. The decrease was primarily attributable to a decrease in dividend and interest income of $193 (to $262 from $455),
partially offset by a $36 decrease in interest expense (to $20 from $56).
Net
Loss
Our
net loss for the three months ended March 31, 2026 decreased by $9,445, or 45%, to $11,563 as compared to $21,008 for the three months
ended March 31, 2025. The decrease in net loss was primarily attributable to a decrease in operating expenses.
Total
Comprehensive Loss
Our
total comprehensive loss for the three months ended March 31, 2026 was $11,796, whereas our total comprehensive loss for the three months
ended March 31, 2025 was $18,210, a decrease of $6,414, or 35%. The change reflects the decrease in net loss for the period, and foreign
currency translation adjustments of ($233) and $2,798 for the three months ended March 31, 2026 and 2025, respectively.
23
Liquidity
and Capital Resources
We
measure our liquidity in a number of ways, including the following:
March 31, 2026
December 31, 2025
(Unaudited)
Cash and Cash Equivalents
$ 37,991
$ 39,568
Working Capital
$ 14,210
$ 25,846
Notes Payable
$ 265
$ 265
During
the three months ended March 31, 2026, 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 three months ended March 31, 2026, net cash provided by operating activities was $671, as compared to net cash used in operating
activities of $13,026 for the three months ended March 31, 2025. Cash provided by operations for the three months ended March 31, 2026
was attributable to our net loss of $11,563, adjusted for net non-cash expenses in the aggregate amount of approximately $4,419, plus
approximately $7,815 of net cash provided by changes in the levels of operating assets and liabilities. Cash used in operations for the
three months ended March 31, 2025 was primarily attributable to our net loss of $21,008, adjusted for net non-cash expenses in the aggregate
amount of approximately $5,645, and approximately $2,337 of net cash provided by changes in the levels of operating assets and liabilities.
During
the three months ended March 31, 2026, net cash used in investing activities was $1,661, consisting of $1,632 related to purchases
of charging stations and other fixed assets and $29 related to the capitalization of engineering costs. During the three months ended March 31, 2025, net cash provided by investing
activities was $12,370, consisting of $13,630 provided by the sale of marketable securities, partially offset by $1,087 used to
purchase charging stations and other fixed assets and $173 used for capitalized engineering costs.
During
the three months ended March 31, 2026, net cash used in financing activities was $10, consisting of repayments of finance lease obligations.
During the three months ended March 31, 2025, net cash provided by financing activities was $883, consisting of $891 in proceeds from
the sale of common stock, partially offset by $8 of finance-lease repayments.
As
of March 31, 2026, we had cash and cash equivalents, working capital and an accumulated deficit of $37,991, $14,210, and $833,989, respectively.
During the three months ended March 31, 2026, we had a net loss of $11,563 and generated $671 of cash from
operating activities. The Company has not yet achieved profitability and expects cash flows from operations to be volatile. The
Company’s future operating needs include the planned costs to operate its business, including amounts required to fund working
capital and future liquidity needs.
The
Company has no agreements, commitments, or understandings with respect to any financing alternatives. Any equity issuance would be dilutive
to stockholders.
In
December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering
price of $0.75 per share. We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses
of $1,474, for net proceeds of $18,526. The public offering was made pursuant to our registration statement on Form S-1 filed with the
SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement
agents in connection with the offering.
Contractual
Obligations and Commitments
We
have operating and finance lease obligations over the next five years of approximately $7,130. These operating lease and financing lease
obligations are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services.
24
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue and expense, and the related disclosures. We base our estimates on historical
experience and on assumptions that we believe are reasonable under the circumstances; actual results may differ from these estimates.
Our
critical accounting estimates are described in Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the
year ended December 31, 2025, and our significant accounting policies are described in Note 2 – Summary of Significant Accounting
Policies in our financial statements included elsewhere in this quarterly report. There have been no material changes to our critical
accounting estimates or significant accounting policies since the filing of our Annual Report on Form 10-K for the year ended December
31, 2025.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign
Currency Risk
We
have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily
the euro, causing both our revenue and our operating results to be impacted by fluctuations in the exchange rates. Gains or losses from
the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies
impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign
currency loss on foreign-denominated balances as of March 31, 2026. As our foreign operations expand, our results may be more materially
impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial
instruments to hedge our foreign currency exchange risk.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of March 31, 2026, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision
and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls
and procedures (as defined in 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based
on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2026, our disclosure controls
and procedures were not effective due to the material weakness in our internal control over financial reporting as discussed in Item
9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2025, under the heading “Management’s
Annual Report on Internal Control Over Financial Reporting”.
Limitations
on Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of
possible controls and procedures relative to their costs.
Changes
in Internal Control over Financial Reporting
During
the quarter ended March 31, 2026, management continued to commit effort and resources to the remediation of the material weakness reported
in the Company’s Form 10-K for the fiscal year ended December 31, 2025.
Except
for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended March
31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
For
a description of our legal proceedings, see Note 7 – Commitments and Contingencies – Litigation, Disputes, and Settlements
in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The Farkas
Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO, Michael D. Farkas, filed a demand for
arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement
between the parties. The amount of commission was not stated but application of the theories articulated in the pleading would have
required payment of more than $20 million in commissions. The Company filed an answer denying the claim and counterclaimed against
FGI, Mr. Farkas, and one of his companies, NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in
violation of non-compete agreements. NEXT later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT.
The Florida Court denied NEXT’s petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in
August 2025. In October 2025, the Arbitrator issued an interim award which rejected many of the theories advocated by FGI and
requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding the Commission
Agreement. The Arbitrator denied the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’
fees to either party. The Company later prepared the accounting which resulted in a final award requiring the Company to pay
approximately $72,000, plus quarterly commissions on revenue derived from certain chargers installed prior to June 30, 2017. The
Company estimates the quarterly payments will be less than $10,000 per quarter, declining over time to zero. The first payment
was approximately $10,000 and paid in April 2026.
ITEM
1A. RISK FACTORS.
In
addition to the information set forth under Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2025,
and under a similar item in subsequent periodic reports, the information set forth at the beginning of Management’s Discussion
and Analysis entitled “Special Note Regarding Forward-Looking Information,” and updates noted below, you should consider
that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually
occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading
price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify
all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider
to be immaterial to our operations.
We
have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability,
our financial condition could suffer.
We
have experienced annual and quarterly net losses which may continue and which may negatively impact our ability to achieve our business
objectives. We incurred a net loss of approximately $11.6 million for the three months ended March 31, 2026. As of March 31, 2026, we
had net working capital of approximately $14 million and an accumulated deficit of approximately $834 million. We have not yet achieved
profitability.
If
our revenues grow slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability
on an annual or quarterly basis in the future and our financial condition could suffer. We can give no assurance that we will ever achieve
profitable operations. Even if we achieve profitability in the future, we may not be able to sustain it in subsequent periods. Whether
we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. We may need to borrow additional
funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations in the future. Such additional
funding may not be available on commercially reasonable terms, or at all.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
26
ITEM
6. EXHIBITS
Incorporated
by Reference
Filed
or Furnished
Exhibit
Number
Exhibit
Description
Form
Exhibit
Number
Exhibit
Description
3.1
Articles of Incorporation, as amended most recently on August 17, 2017
10-K
3.1
04/17/2018
3.2
Bylaws, as amended most recently on January 29, 2018
10-K
3.2
04/17/2018
3.4
Certificate of Withdrawal for Series A Convertible Preferred Stock
8-K
3.1
04/07/2022
3.5
Certificate of Withdrawal for Series B Preferred Stock
8-K
3.2
04/07/2022
3.6
Certificate of Withdrawal for Series C Convertible Preferred Stock
8-K
3.3
04/07/2022
3.7
Certificate of Withdrawal for Series D Convertible Preferred Stock
8-K
3.4
04/07/2022
10.1
Separation and General Release, dated as of February 3, 2026, by and between Blink Charging Co. and Aviv Hillo.
8-K
10.1
02/05/2026
31.1
Rule 13a-14(a) or 15d-14(a) Certification of Principal Executive Officer
X
31.2
Rule 13a-14(a) or 15d-14(a) Certification of Principal Financial Officer
X
32.1*
Section 1350 Certification of Principal Executive Officer
X
32.2*
Section 1350 Certification of Principal Financial Officer
X
101
The
following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026,
formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025; (ii)
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025; (iii) Unaudited Condensed
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025; (iv) Unaudited Condensed Consolidated
Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026; (v) Unaudited Condensed Consolidated
Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025; (vi) Unaudited Condensed Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025; and (vii) Notes to Unaudited Condensed Consolidated
Financial Statements.
X
104
The
cover page from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline
XBRL (included as Exhibit 101).
X
*
In
accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of
the Exchange Act.
27
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
May 11, 2026
BLINK
CHARGING CO.
By:
/s/
Michael Battaglia
Michael
Battaglia
President
and Chief Executive Officer
(Principal
Executive Officer)
Date:
May 11, 2026
By:
/s/
Michael Bercovich
Michael
Bercovich
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.