What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-11 · 425 added, 360 removed, 284 unchanged (73% of the section changed)

FINANCIAL STATEMENTS.

BLINK CHARGING CO.

Condensed Consolidated Balance Sheets

1 unchanged sentence

Current Assets:

Cash and cash

Cash and cash equivalents

Accounts receivable, net

Inventory, net

expenses and other current assets

Prepaid expenses and other current assets

Total Current Assets

3 unchanged sentences

Intangible assets, net

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable, accrued

expenses and other current liabilities

Current portion of earn-out

Accounts payable, accrued expenses and other current liabilities

Current portion of earn-out liabilities

Notes payable

Current portion of operating

lease liabilities

Current portion of financing

lease liabilities

portion of deferred revenue

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Current portion of deferred revenue

Total Current Liabilities

4 unchanged sentences

Other liabilities

Total Liabilities

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

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as

of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 143,779,491 and 142,128,133 shares

issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated other comprehensive

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Operations

thousands, except for share and per share amounts)

For The Three

For The Three Months Ended

For The Six Months Ended

Product revenue

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Other revenue

Car-sharing revenue

Total Revenues

Cost of Revenues:

1 unchanged sentence

Cost of service revenue

Costs of other revenue

Cost of other revenue

Cost of car-sharing revenue

and amortization

Cost of Revenues

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

General and administrative

General and administrative expenses

Other operating expenses

in fair value of consideration payable

Operating Expenses

From Operations

Other Income:

and amortization

Change in fair value of consideration payable and earn-out liabilities

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Other income, net

Total Other Income, Net

Loss Before Income Taxes

for income taxes

Provision for income taxes

Net Loss Per Share:

Weighted Average Number

of Common Shares Outstanding:

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Weighted Average Number of Common Shares Outstanding:

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Loss

For the Three

For the Three Months Ended

For the Six Months Ended

Other Comprehensive (Loss) Income:

currency translation adjustments

Total Comprehensive

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Foreign currency translation adjustments

Total Comprehensive Loss

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2026

the Three and Six Months Ended June 30, 2026

thousands, except for share amounts)

Preferred Stock

Comprehensive

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Other comprehensive loss

- March 31, 2026

Balance - March 31, 2026

$ ( 833,989 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - June 30, 2026

$ ( 840,028 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2025

the Three and Six Months Ended June 30, 2025

thousands, except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

Income (Loss)

Balance - January 1, 2025

$ ( 735,855 )

Common stock issued in public offering, net of issuance costs [1]

Stock-based compensation

Other comprehensive income

Balance - March 31, 2025

$ ( 756,863 )

Common stock issued in public offering, net

of issuance costs [1]

$ ( 756,863 )

Stock-based compensation

Other comprehensive loss

- March 31, 2025

Other comprehensive income

Balance - June 30, 2025

$ ( 786,175 )

[1] Includes gross

proceeds of $ 909 , less issuance costs of $ 18 .

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

[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.

Condensed Consolidated Statements of Cash Flows

the Three Months Ended

Cash Flows From Operating

Adjustments to reconcile

net loss to net cash provided by (used in) operating activities:

For the Six Months Ended

Cash Flows From Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash lease expense

Change in fair value of

derivative and other accrued liabilities

Provision (benefit) for

credit losses

(Gain) loss on disposal

of property and equipment

Provision for

slow moving and obsolete inventory

Change in fair value of

consideration payable

Change in fair value of derivative and other accrued liabilities

Provision for credit losses

Loss on disposal of property and equipment

Gain on sale of Envoy Technologies Inc.

Non-cash gain on lease termination

Provision for slow moving and obsolete inventory

Change in fair value of consideration payable and earn-out liabilities

Stock-based compensation

1 unchanged sentence

Accounts receivable

Prepaid expenses and other

current assets

Accounts payable, accrued

expenses, and other current liabilities

Prepaid expenses and other current assets

Accounts payable, accrued expenses, and other current liabilities

Other liabilities

Operating lease liabilities

Cash Provided By (Used In) Operating Activities

Cash Flows From Investing

Proceeds from sale of marketable

Capitalization of engineering

of property and equipment

Cash (Used In) Provided By Investing Activities

Cash Flows From Financing

Proceeds from sale of common

stock in public offering [1]

of financing liability in connection with finance lease

Cash (Used In) Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Period

and Cash Equivalents and Restricted Cash - End of Period

Cash and cash equivalents and restricted cash

consisted of the following:

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Proceeds from sale of equity method investment

Envoy Technologies, Inc.

disposed of in sale

Proceeds from government grants

Capitalization of engineering costs

Purchases of property and equipment

Net Cash (Used In) Provided By Investing Activities

Cash Flows From Financing Activities:

Proceeds from sale of common stock in public offering [1]

Repayment of financing liability

Net Cash (Used In) Provided By Financing Activities

Effect of Exchange Rate Changes on Cash

and Cash Equivalents and Restricted Cash

Net Decrease In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash - End of Period

Cash and cash equivalents and restricted cash consisted of the following:

Cash and cash equivalents

Restricted cash

and Cash Equivalents and Restricted Cash - End of Year

[1] For the three months

ended March 31, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

accompanying notes are an integral part of these condensed consolidated financial statements.

[1] For the six months

ended June 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows — Continued

For The Three

Supplemental Disclosures

of Cash Flow Information:

Cash paid during the period

For The Six Months Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Non-cash investing and financing activities:

Right-of-use assets obtained

in exchange for lease obligations

Transfer of inventory to

property and equipment

Proceeds to be received

from government grants

accompanying notes are an integral part of these condensed consolidated financial statements.

Right-of-use assets obtained in exchange for lease obligations

Transfer of inventory to property and equipment

Proceeds to be received from government grants

Right-of-use assets derecognized in connection with lease termination

Receivable recognized in sale of Envoy Technologies,

Property and equipment obtained in exchange for accounts payable

The accompanying notes are an integral part of these condensed consolidated financial statements.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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and Operations

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

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

and international markets for EVs.

Blink offers EV charging equipment and services, enabling EV drivers to recharge at various locations.

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.

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.

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) .

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).

of Presentation

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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.

items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2026 and for the three and six months then ended.

results of operations for the three and six months ended June 30, 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.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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policies, except as disclosed in this note.

of March 31, 2026, the Company had cash and cash equivalents of $ 37,991

of June 30, 2026, the Company had cash and cash equivalents of $ 34,004

and working capital of $ 10,264 .

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 .

During the three and six months ended June 30, 2026, the Company incurred a net loss of $ 6,039 and $ 17,602 ,

respectively, and used cash in operating activities of $ 3,382 .

Company has not yet achieved profitability and expects to continue to incur operating losses.

6 unchanged sentences

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.

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

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.

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.

Listing Compliance

January 26, 2026, the Company received written notice (the “Notice”) from the Listing Qualifications Department (the

“Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30

consecutive business 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 Marketplace Rule 5550(a)(2) (the

“Bid Price Rule”).

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 Marketplace Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days from the date

of the Notice, or until July 27, 2026, to regain compliance with the Bid Price Rule.

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 business days during the compliance

Nasdaq may, in its discretion, require the Company to maintain a closing bid price of at least $ 1.00 per share for a period in

excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company

has demonstrated an ability to maintain long-term compliance.

initial compliance period expired on July 27, 2026 without the Company having regained compliance with the Bid Price Rule.

2026, the Company received a second notice (the “Second Notice”) from Nasdaq indicating that, while the Company has not yet

regained compliance with the Bid Price Rule, the Company is eligible for an additional 180-calendar-day compliance period, or until January

25, 2027 (the “Second Compliance Period”), to regain compliance.

According to the Second Notice, this determination was based

on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements

for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Rule, and (ii) the Company’s written notice

of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

Company chooses to implement a reverse stock split, it must complete the split no later than 10 business days prior to the expiration

of the Second Compliance Period.

If the Company does not demonstrate compliance by January 25, 2027, Nasdaq will provide written notification

that the Company’s securities will be delisted, and the Company may then appeal the delisting determination to a Nasdaq Hearings

There can be no assurance that the Company will regain compliance during the Second Compliance Period or otherwise maintain compliance

with the other listing requirements of The Nasdaq Capital Market.

May 2025, the Company announced the BlinkForward Initiative (the “Initiative”) as part of a broader strategic restructuring

7 unchanged sentences

2026, and Blink no longer maintains manufacturing facilities in-house.

of June 30, 2026, the Company’s inventory was comprised of $ 2,946 of finished goods that were available for sale and $ 8,341 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.

CURRENCY TRANSACTIONS AND TRANSLATION

gains (losses) attributable to foreign exchange were $ 5 and $( 1,522 ) during the three months ended June 30, 2026 and 2025, respectively.

Transaction gains (losses) attributable to foreign exchange were $ 19 and $( 1,781 ) during the six months ended June 30, 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 six months ended June 30, 2026 and 2025.

currency translation gains (losses) related to the translation of the financial statements of the Company’s foreign subsidiaries

from their functional currency to the US dollar were $( 884 ) and $ 4,663 for the three months ended June 30, 2026 and 2025, respectively.

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 $( 1,117 ) and $ 7,414 for the six months ended June 30, 2026 and 2025, respectively.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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.

CURRENCY TRANSACTIONS AND TRANSLATION

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.

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 )

for the three months ended March 31, 2026 and 2025, respectively.

Company recognizes revenue primarily from the following different types of contracts:

3 unchanged sentences

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.

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

Revenue is recognized at the point in time when a particular charging session is

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.

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.

– Primarily related to transaction fees recognized at a point in time.

Other revenues are also comprised of sales related to

alternative fuel credits.

– 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

and fees rebate – Grants and rebates related to EV charging stations and associated

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● Car-sharing

revenue – Relate to revenues and expenses from electric vehicle-sharing and electric

revenue – Relates 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.

and guests and is recognized in accordance with ASC 842.

Revenue is recognized over the duration

of the rental agreements which are short term in nature.

These services were provided through Envoy Technologies, Inc., which

the Company sold on June 5, 2026.

Accordingly, car-sharing revenue for the three and six months ended June 30, 2026 reflects activity

only through the disposal date, and the comparative periods presented for 2025 reflect a full period of activity.

See Note 9 – Sale

of Envoy Technologies.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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For The Three Months Ended

For The Six Months Ended

Revenues - Recognized at a Point in Time

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Total Revenue

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

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revenue recognized on the contract.

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.

of June 30, 2026, the Company had $ 15,119 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 June 30, 2026.

The Company expects

3 unchanged sentences

the expected amortization period is one year or less.

During the three months ended March 31, 2026 and 2025 there was no revenue recognized

During the three months ended June 30, 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.

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.

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.

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).

the three and six months ended June 30, 2026, the Company recognized $ 2,581 and $ 5,355 of revenues, respectively, related to network

fees and warranty contracts, which were included in deferred revenues as of December 31, 2025.

During the three and six months ended

June 30, 2025, the Company recognized $ 2,529 and $ 5,390 of revenues, respectively, related to network fees and warranty contracts, which

were included in deferred revenues as of December 31, 2024.

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.

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

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.

Company receives grants from federal, state, and foreign government agencies related to capital investments in electric vehicle charging

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.

Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying

services were provided through Envoy Technologies, Inc., which the Company sold on June 5, 2026.

Accordingly, car-sharing revenue for

the three and six months ended June 30, 2026 reflects activity only through the disposal date, and the comparative periods presented

for 2025 reflect a full period of activity.

See Note 9 – Sale of Envoy Technologies.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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.

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

Proceeds received from asset-based grants are presented as cash inflows from investing activities on the condensed

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

receivables are included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets.

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and non-current liabilities related to government grants are included within other liabilities.

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.

of June 30, 2026, the Company had government grant receivables of $ 456 and government grant liabilities of $ 10,918 , of which $ 2,971 were

current and $ 7,947 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 June 30, 2026 and 2025,

government grants of $ 857 and $ 580 , respectively, were recognized as a reduction to depreciation expense on the condensed consolidated

statements of operations.

During the six months ended June 30, 2026 and 2025, government grants of $ 1,579 and $ 1,120 , respectively, were

recognized as a reduction to depreciation expense on the condensed consolidated statements of operations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion

following potential common stock are excluded from the calculation of weighted average common shares outstanding because their inclusion

would have been anti-dilutive:

SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three

For the Three and Six Months Ended

Restricted stock units

Total potentially dilutive

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.

Total potentially dilutive shares

addition, warrants

to purchase 2,750,152

and 1,150,152

shares for the three and six months ended June 30, 2026 and 2025, respectively, and options to purchase 424,437

shares for the three and six months ended June 30, 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.

ADOPTED ACCOUNTING STANDARDS

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consolidated financial statements and related disclosures.

ISSUED ACCOUNTING PRONOUNCEMENTS

May 2026, the FASB issued ASU No.

2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

The ASU establishes

authoritative guidance on the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit

The ASU is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim reporting

periods within those annual periods, with early adoption permitted.

The amendments are to be applied using a modified retrospective transition

The Company is currently evaluating the impact of this ASU on its 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.

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.

In addition, depreciation and amortization expense previously included

within general and administrative expenses is presented as a separate operating expense caption.

Amounts reclassified were $ 1,432

for the three and six months ended June 30, 2025, respectively.

These reclassifications have no effect on previously reported total operating expenses, loss from operations, results of operations or

net loss per share.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

June 30, 2026

December 31, 2025

Accounts payable

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Other accrued expenses

Government grant liabilities

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

Grant liabilities

Total accounts payable and accrued expenses

STOCKHOLDERS’ EQUITY

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.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and six months

ended June 30, 2026 of $ 694

and $ 2,022 ,

respectively, which is included within compensation expense on the condensed consolidated statements of operations.

recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and six months

ended June 30, 2025 of $ 787

and $ 1,753 ,

respectively, which is included within compensation expense on the condensed consolidated statements of operations.

As of June 30,

2026, there was $ 3,044

of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.98

Company grants Restricted Stock Units (“RSUs”) to employees, executives, and members of the Board of Directors under the

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The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant.

summary of the RSU activity during the three months ended March 31, 2026 is presented below:

summary of the RSU activity during the six months ended June 30, 2026 is presented below:

SCHEDULE OF RSU ACTIVITY

Value Per Share

Outstanding, January 1, 2026

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Cancelled/forfeited/expired

Outstanding, March 31,

of March 31, 2026, 1,216,811 of RSUs that vested during the three months ended March 31, 2026

remain unissued.

Outstanding, June 30, 2026

of June 30, 2026, 1,515,698 of RSUs that vested during the six months ended June 30, 2026 remain unissued.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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AND FINANCE LEASES

operating lease expenses for the three months ended March 31, 2026 and 2025 were $ 815

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

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

respectively, of interest expense related to finance leases, which were recorded within interest expense on the condensed

consolidated statements of operations.

operating lease expenses for the three and six months ended June 30, 2026 were $ 839 and $ 1,654 , respectively.

Of these amounts, $ 568

and $ 994 , respectively, were recorded in other operating expenses and $ 271 and $ 660 , respectively, were recorded in cost of car-sharing

revenue on the condensed consolidated statements of operations.

Total operating lease expenses for the three and six months ended June

30, 2025 were $ 1,063 and $ 2,024 , respectively.

Of these amounts, $ 629 and $ 1,230 , respectively, were recorded in other operating expenses

and $ 434 and $ 794 , 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.

June 2026, the Company terminated its lease for its facility located at 17301 Melford Boulevard, Bowie, Maryland and accrued a lease

termination fee .

The Company derecognized the operating lease right-of-use asset and corresponding lease liabilities and recognized

a gain on lease termination of $ 193

within other operating expenses during the three and six months ended June 30, 2026.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Three Months Ended March 31,

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash

flows from operating leases

Financing cash flows from

finance leases

Weighted Average Remaining

For The Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Financing cash flows from finance leases

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount

Weighted Average Discount Rate

Operating leases

Finance leases

minimum payments under non-cancellable leases as of March 31, 2026 were as follows:

minimum payments under non-cancellable leases as of June 30, 2026 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

Total future minimum lease

For the Years Ending December 31,

Operating Lease

Total future minimum lease payments

imputed interest

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

LEASES – CONTINUED

January 2026, the Company commenced a sublease of a portion of its facility located at 5081 Howerton Way, Bowie, Maryland.

has a term through March 31, 2031, with rent commencing February 1, 2026 following an initial abatement period.

has a term through March 31, 2031, and rent commenced February 1, 2026 following an initial abatement period.

Under the sublease, aggregate

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date, subject to no defaults.

The following table presents future undiscounted sublease

lease payments to be received as of March 31, 2026:

following table presents future undiscounted sublease lease payments to be received as of June 30, 2026:

SCHEDULE OF FUTURE UNDISCOUNTED SUBLEASE LEASE PAYMENTS

For the Years Ending December 31,

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

the Years Ending December 31,

FAIR VALUE MEASUREMENT

1 unchanged sentence

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

June 30, 2026

Money market funds

Warrant liability

1 unchanged sentence

Total liabilities

December 31, 2025

Money market funds

Warrant liability

1 unchanged sentence

Total liabilities

addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities

addition to assets and liabilities that are measured at fair value on a recurring basis, The Company also measures certain assets and liabilities

at fair value on a nonrecurring basis.

Our non-financial assets, including goodwill, intangible assets, operating lease right of use

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

1 unchanged sentence

These assets are recorded at fair value only when an impairment charge is

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

Company’s earn-out and consideration payable liabilities represent contingent consideration recognized in connection with the Company’s

business acquisitions and are classified within Level 3 of the fair value hierarchy.

The Company remeasures these liabilities at fair

value on a recurring basis at each reporting date using a probability-based approach that reflects management’s estimate of the

likelihood that the performance thresholds underlying the arrangements will be achieved.

During the three and six months ended June 30,

2026, changes in these estimates were recognized in the condensed consolidated statements of operations.

following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring

basis during the six months ended June 30, 2026:

SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Earn-Out Liabilities

Beginning balance as of January 1,

Change in fair value of earn-out liabilities

Ending balance as of June 30,

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

and subject to change.

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of March 31, 2026,

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of June 30, 2026,

and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in

6 unchanged sentences

have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period.

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.

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.

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 .

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

SEGMENT REPORTING

2 unchanged sentences

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.

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.

CODM is provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

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.

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:

The Company sells, owns, and operates residential and commercial

EV charging solutions, including its Blink Network and EVSE, to support EV drivers at various locations.

Through June 5, 2026, the Company

also owned and operated an EV car-sharing and ride-sharing program.

measure of segment assets reviewed by the CODM is total consolidated assets, as reported in the condensed consolidated balance

The CODM reviews the following information on a consolidated basis:

assets, revenues, cost of revenues, gross profit,

compensation expense and operating loss in order to allocate operating and capital resources within the segment and to assess

performance of the Company by comparing actual results to historical results and previously forecasted financial information.

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

SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

For The Three Months Ended

For The Six Months Ended

Other operating expenses

Total other operating expenses

(1) Includes operating lease expense, insurance expense, office expenses and travel expenses.

operating lease expense, gain on sale of Envoy Technologies, Inc., insurance expense, office expenses and travel expenses.

following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease

1 unchanged sentence

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

International - Other

following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical

Revenues by Geographical Area

following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For the Three Months Ended

United States

For the Six Months Ended

Revenues by Geographical Area

International (1)

Total Revenue

International revenue primarily consists of Belgium, United Kingdom and The Netherlands.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SALE OF ENVOY TECHNOLOGIES

June 5, 2026, the Company sold all of the outstanding common stock of Envoy Technologies, Inc.

(“Envoy Technologies”), its

electric vehicle car-sharing business, to BladeRanger Ltd., an unrelated third party, and deconsolidated Envoy Technologies as of that

The disposal was undertaken as part of the Company’s strategy to focus its resources on its core electric vehicle charging

operations and did not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial

Consideration for the sale consisted

of $ 1,000 in cash, subject to a post-closing working capital adjustment, and a $ 12,500 convertible promissory note to be issued by Envoy

Technologies, which would be settled at the earlier of a qualified liquidity event as defined within the convertible promissory note agreement

or the maturity date.

The maturity date of the convertible promissory note is July 22, 2029 and may be extended two years at the Company’s

Based on management’s assessment of historical market and industry considerations, current financial results of Envoy Technologies,

and the probability of the qualified liquidity events, the Company concluded the fair value of the convertible promissory note was $ 0 .

As of June 30, 2026, the cash consideration had not been received and is included in prepaid expenses and other current assets on the

condensed consolidated balance sheet.

The Company recognized a gain on sale of $ 802 , which is included in other operating expenses in

the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

the sale, the Company provides transitional HR, finance, accounting, legal and technology services to Envoy Technologies on a cost-reimbursement

basis under a transition services agreement with a term of six months, which may be extended for up to six additional months.

SUBSEQUENT EVENTS

On July 28, 2026, the Company received the Second Notice from

Nasdaq relating to its continued non-compliance with the Bid Price Rule.

See Note 2 – Summary of Significant Accounting Policies for

a discussion of the Second Notice and the

Second Compliance Period.

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

What changed 10-Q

Item 1. Financial Statements