Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS.
BLINK CHARGING CO.
Unaudited
Condensed Consolidated Balance Sheets
(in
thousands, except for share and per share amounts)
June 30,
December 31,
2026
2025
Assets
Current Assets:
Cash and cash equivalents
$ 34,004
$ 39,568
Accounts receivable, net
18,923
29,532
Inventory, net
11,287
14,153
Prepaid expenses and other current assets
6,856
6,065
Total Current Assets
71,070
89,318
Restricted cash
619
89
Property and equipment, net
40,649
42,691
Operating lease right-of-use assets
2,781
6,331
Intangible assets, net
4,765
6,634
Goodwill
1,742
1,742
Other assets
711
648
Total Assets
$ 122,337
$ 147,453
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
$ 45,960
$ 47,242
Current portion of earn-out liabilities
713
1,005
Notes payable
265
265
Current portion of operating lease liabilities
1,305
2,781
Current portion of financing lease liabilities
-
42
Current portion of deferred revenue
12,563
12,137
Total Current Liabilities
60,806
63,472
Earn-out liabilities, non-current portion
-
981
Operating lease liabilities, non-current portion
2,899
4,804
Financing lease liabilities, non-current portion
-
64
Deferred revenue, non-current portion
2,556
5,145
Other liabilities
8,283
8,497
Total Liabilities
74,544
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 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
144
142
Additional paid-in capital
897,525
895,505
Accumulated other comprehensive loss
( 9,848 )
( 8,731 )
Accumulated deficit
( 840,028 )
( 822,426 )
Total Stockholders’ Equity
47,793
64,490
Total Liabilities and Stockholders’ Equity
$ 122,337
$ 147,453
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Operations
(in
thousands, except for share and per share amounts)
2026
2025
2026
2025
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Revenues:
Product revenue
$ 7,439
$ 14,509
$ 13,633
$ 22,889
Service revenue
11,484
10,809
23,714
20,315
Other revenue
1,928
2,276
3,164
3,933
Car-sharing revenue
823
1,111
1,942
2,286
Total Revenues
21,674
28,705
42,453
49,423
Cost of Revenues:
Cost of product revenue
4,948
14,074
8,671
19,622
Cost of service revenue
5,823
6,222
13,202
11,503
Cost of other revenue
766
1,302
1,575
2,142
Cost of car-sharing revenue
598
1,067
1,632
1,752
Depreciation and amortization
1,098
1,208
2,293
2,503
Total Cost of Revenues
13,233
23,873
27,373
37,522
Gross Profit
8,441
4,832
15,080
11,901
Operating Expenses:
Compensation
8,352
13,767
18,515
27,321
General and administrative expenses
1,750
10,686
5,302
17,899
Other operating expenses
4,122
6,725
7,755
12,074
Depreciation
and amortization
1,715
1,432
2,782
3,087
Change in fair value of consideration payable and earn-out liabilities
( 1,273 )
1,784
( 1,273 )
2,463
Total Operating Expenses
14,666
34,394
33,081
62,844
Loss From Operations
( 6,225 )
( 29,562 )
( 18,001 )
( 50,943 )
Other Income (Expense):
Other income, net
250
345
492
746
Total Other Income, Net
250
345
492
746
Loss Before Income Taxes
$ ( 5,975 )
$ ( 29,217 )
$ ( 17,509 )
$ ( 50,197 )
Provision for income taxes
( 64 )
( 95 )
( 93 )
( 123 )
Net Loss
$ ( 6,039 )
$ ( 29,312 )
$ ( 17,602 )
$ ( 50,320 )
Net Loss Per Share:
Basic
$ ( 0.04 )
$ ( 0.28 )
$ ( 0.12 )
$ ( 0.49 )
Diluted
$ ( 0.04 )
$ ( 0.28 )
$ ( 0.12 )
$ ( 0.49 )
Weighted Average Number of Common Shares Outstanding:
Basic
144,260,561
102,899,705
143,713,633
102,684,303
Diluted
144,260,561
102,899,705
143,713,633
102,684,303
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Comprehensive Loss
(in
thousands)
2026
2025
2026
2025
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net Loss
$ ( 6,039 )
$ ( 29,312 )
$ ( 17,602 )
$ ( 50,320 )
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments
( 884 )
4,663
( 1,117 )
7,414
Total Comprehensive Loss
$ ( 6,923 )
$ ( 24,649 )
$ ( 18,719 )
$ ( 42,906 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three and Six Months Ended June 30, 2026
(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, 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
Stock-based compensation
-
-
627,722
1
693
-
-
694
Common stock issued upon warrant exercise
-
-
4,087
-
-
-
-
-
Other comprehensive loss
-
-
-
-
-
( 884 )
-
( 884 )
Net loss
-
-
-
-
-
-
( 6,039 )
( 6,039 )
Balance - June 30, 2026
-
$ -
143,779,491
$ 144
$ 897,525
$ ( 9,848 )
$ ( 840,028 )
$ 47,793
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three and Six Months Ended June 30, 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
Income (Loss)
Deficit
Equity
Balance - January 1, 2025
-
$ -
101,970,907
$ 102
$ 860,300
$ ( 5,845 )
$ ( 735,855 )
$ 118,702
Common stock issued in public offering, net of issuance costs [1]
-
-
681,330
1
890
-
-
891
Stock-based compensation
-
-
70,681
-
966
-
-
966
Other comprehensive income
-
-
-
-
-
2,751
-
2,751
Net loss
-
-
-
-
-
-
( 21,008 )
( 21,008 )
Balance - March 31, 2025
-
$ -
102,722,918
$ 103
$ 862,156
$ ( 3,094 )
$ ( 756,863 )
$ 102,302
Balance
-
$ -
102,722,918
$ 103
$ 862,156
$ ( 3,094 )
$ ( 756,863 )
$ 102,302
Stock-based compensation
-
-
377,567
-
787
-
-
787
Other comprehensive income
-
-
-
-
-
4,663
-
4,663
Net loss
-
-
-
-
-
-
( 29,312 )
( 29,312 )
Balance - June 30, 2025
-
$ -
103,100,485
$ 103
$ 862,943
$ 1,569
$ ( 786,175 )
$ 78,440
Balance
-
$ -
103,100,485
$ 103
$ 862,943
$ 1,569
$ ( 786,175 )
$ 78,440
[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.
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CHARGING CO.
Unaudited
Condensed Consolidated Statements of Cash Flows
(in
thousands)
2026
2025
For the Six Months Ended
June 30,
2026
2025
Cash Flows From Operating Activities:
Net loss
$ ( 17,602 )
$ ( 50,320 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
5,075
5,590
Non-cash lease expense
1,582
2,254
Change in fair value of derivative and other accrued liabilities
-
( 7 )
Provision for credit losses
451
306
Loss on disposal of property and equipment
734
5,762
Gain on sale of Envoy Technologies Inc.
( 802 )
-
Non-cash gain on lease termination
( 309 )
-
Provision for slow moving and obsolete inventory
-
4,571
Change in fair value of consideration payable and earn-out liabilities
( 1,273 )
2,463
Stock-based compensation
2,022
1,753
Changes in operating assets and liabilities:
Accounts receivable
9,203
9,447
Inventory
710
( 369 )
Prepaid expenses and other current assets
( 530 )
( 1,251 )
Other assets
( 154 )
( 25 )
Accounts payable, accrued expenses, and other current liabilities
576
( 7,877 )
Other liabilities
( 126 )
( 400 )
Operating lease liabilities
( 1,631 )
( 1,794 )
Deferred revenue
( 1,308 )
1,356
Total Adjustments
14,220
21,779
Net Cash Used In Operating Activities
( 3,382 )
( 28,541 )
Cash Flows From Investing Activities:
Proceeds from sale of marketable securities
-
13,630
Proceeds from sale of equity method investment
-
223
Cash of
Envoy Technologies, Inc. disposed of in sale
( 485 )
-
Proceeds from government grants
852
-
Capitalization of engineering costs
( 29 )
( 205 )
Purchases of property and equipment
( 954 )
( 3,542 )
Net Cash (Used In) Provided By Investing Activities
( 616 )
10,106
Cash Flows From Financing Activities:
Proceeds from sale of common stock in public offering [1]
-
891
Repayment of financing liability
( 63 )
( 17 )
Net Cash (Used In) Provided By Financing Activities
( 63 )
874
Effect of Exchange Rate Changes on Cash
and Cash Equivalents and Restricted Cash
( 973 )
1,111
Net Decrease In Cash and Cash Equivalents and Restricted Cash
( 5,034 )
( 16,450 )
Cash and Cash Equivalents and Restricted Cash - Beginning of Period
39,657
41,852
Cash and Cash Equivalents and Restricted Cash - End of Period
$ 34,623
$ 25,402
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents
$ 34,004
$ 25,318
Restricted cash
619
84
Cash
and Cash Equivalents and Restricted Cash - End of Year
$ 34,623
$ 25,402
[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.
6
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Cash Flows — Continued
(in
thousands)
For The Six Months Ended
June 30,
2026
2025
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest
$ 39
$ 71
Income taxes
$ 156
$ 28
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations
$ 330
$ 351
Transfer of inventory to property and equipment
$ ( 2,053 )
$ ( 952 )
Proceeds to be received from government grants
$ 456
$ -
Right-of-use assets derecognized in connection with lease termination
$ 1,195
$ -
Receivable recognized in sale of Envoy Technologies,
Inc.
$ 1,000
$ -
Property and equipment obtained in exchange for accounts payable
$ 854
$ -
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
1.
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
and Operations
Blink
Charging Co., through its 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 June 30, 2026 and for the three and six months then ended. The
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.
8
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Since
the Annual Report for the year ended December 31, 2025, there have been no material changes to the Company’s significant accounting
policies, except as disclosed in this note.
LIQUIDITY
As
of June 30, 2026, the Company had cash and cash equivalents of $ 34,004
and working capital of $ 10,264 .
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 .
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 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”).
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 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
period. 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.
The
initial compliance period expired on July 27, 2026 without the Company having regained compliance with the Bid Price Rule. On July 28,
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. If the
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
Panel. 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.
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.
INVENTORY
As
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.
FOREIGN
CURRENCY TRANSACTIONS AND TRANSLATION
Transaction
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.
Foreign
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.
9
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
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:
○ Other
– Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to
alternative fuel credits.
○ 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.
○ 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 – 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 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.
10
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
REVENUE
RECOGNITION – CONTINUED
The
following table summarizes revenue recognized in the condensed consolidated statements of operations:
SCHEDULE
OF REVENUE RECOGNITION
2026
2025
2026
2025
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Revenues - Recognized at a Point in Time
Product revenue
$ 7,439
$ 14,509
$ 13,633
$ 22,889
Service revenue - charging services
8,296
7,940
17,421
14,982
Other revenues - warranty and other
1,895
2,244
3,072
3,741
Total Revenues - Recognized at a Point in Time
17,630
24,693
34,126
41,612
Revenues - Recognized Over a Period of Time
Service revenue - network fees
3,188
2,869
6,293
5,333
Total Revenues - Recognized Over a Period of Time
3,188
2,869
6,293
5,333
ASC 842 - Revenues
Car-sharing revenue
823
1,111
1,942
2,286
Revenues - Other
Other revenues - grant and fees rebate
33
32
92
192
Total Revenue
$ 21,674
$ 28,705
$ 42,453
$ 49,423
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 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
to satisfy $ 12,563 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 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.
During
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.
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.
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.
11
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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
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 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
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 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.
12
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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
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 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 and Six Months Ended
June 30,
2026
2025
Warrants
2,427,589
-
Restricted stock units
1,340,849
1,691,148
Total potentially dilutive shares
3,768,438
1,691,148
In
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
and 558,359
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.
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.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In
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
obligations. 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
method. 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. 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
and $ 3,087
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.
13
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CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
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
June 30, 2026
December 31, 2025
Accounts payable
27,777
28,404
Accrued professional, board and other fees
1,592
3,239
Accrued wages
2,586
2,723
Warranty payable
307
1,277
Accrued income, property and sales taxes payable
2,700
2,780
Accrued purchases
3,454
3,343
Other accrued expenses
4,573
2,607
Grant liabilities
2,971
2,869
Total accounts payable and accrued expenses
$ 45,960
$ 47,242
4.
STOCKHOLDERS’ EQUITY
STOCK-BASED
COMPENSATION
The
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. The Company
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
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 six months ended June 30, 2026 is presented below:
SCHEDULE OF RSU ACTIVITY
Weighted
Average
Number of
Grant Date
Shares
Fair Value
Outstanding, January 1, 2026
1,474,443
$ 1.57
Granted
8,789,929
0.51
Vested
( 2,983,949 )
0.96
Cancelled/forfeited/expired
( 158,280 )
2.14
Outstanding, June 30, 2026
7,122,143
$ 0.51
As
of June 30, 2026, 1,515,698 of RSUs that vested during the six months ended June 30, 2026 remain unissued.
14
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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 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.
In
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.
Supplemental
cash flows information related to leases was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES
For The Six Months Ended June 30,
2026
2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 1,631
$ 1,794
Financing cash flows from finance leases
$ 63
$ 17
Weighted Average Remaining Lease Term
Operating leases
2.07
2.38
Finance leases
-
3.16
Weighted Average Discount Rate
Operating leases
7.6 %
7.2 %
Finance leases
0.0 %
6.2 %
Future
minimum payments under non-cancellable leases as of June 30, 2026 were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
For the Years Ending December 31,
Operating Lease
2026
$ 1,028
2027
1,233
2028
1,053
2029
583
2030
579
2031
145
Total future minimum lease payments
4,621
Less: imputed interest
( 417 )
Total
$ 4,204
15
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CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
5.
LEASES – CONTINUED
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, and rent commenced 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 June 30, 2026:
SCHEDULE OF FUTURE UNDISCOUNTED SUBLEASE LEASE PAYMENTS
For
the Years Ending December 31,
Total
2026
$ 155
2027
367
2028
482
2029
504
2030
518
2031
132
Total
$ 2,158
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
June 30, 2026
Level 1
Level 2
Level 3
Total
Assets:
Money market funds
$ 29,039
$ -
$ -
$ 29,039
Total assets
$ 29,039
$ -
$ -
$ 29,039
Liabilities:
Warrant liability
$ -
$ -
$ 30
$ 30
Earn-out liabilities
-
-
713
713
Total liabilities
$ -
$ -
$ 743
$ 743
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, The Company also measures certain assets and liabilities
at fair value on a nonrecurring basis. 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.
The
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.
The
following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring
basis during the six months ended June 30, 2026:
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS
2026
Earn-Out Liabilities
Beginning balance as of January 1,
$ 1,986
Change in fair value of earn-out liabilities
( 1,273 )
Ending balance as of June 30,
$ 713
16
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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 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
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.
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 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.
The
measure of segment assets reviewed by the CODM is total consolidated assets, as reported in the condensed consolidated balance
sheets. 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. 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
2026
2025
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Other operating expenses
Software
$ 1,442
$ 1,466
$ 2,818
$ 3,259
Other (1)
2,680
5,259
4,937
8,815
Total other operating expenses
$ 4,122
$ 6,725
$ 7,755
$ 12,074
(1)
Includes
operating lease expense, gain on sale of Envoy Technologies, Inc., 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
June 30, 2026
December 31, 2025
United States
$ 30,980
$ 35,296
United Kingdom
8,399
8,754
International - Other
4,051
4,972
Total
$ 43,430
$ 49,022
The
following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA
2026
2025
2026
2025
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Revenues by Geographical Area
U.S.A
$ 14,216
$ 18,046
$ 26,469
$ 30,272
International (1)
7,458
10,659
15,984
19,151
Total Revenue
$ 21,674
$ 28,705
$ 42,453
$ 49,423
(1)
International revenue primarily consists of Belgium, United Kingdom and The Netherlands.
17
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CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
9.
SALE OF ENVOY TECHNOLOGIES
On
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
date. 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
results.
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
discretion. 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.
Following
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.
10.
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.
18
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.