Blink Charging Co. 10-Q

ITEM 1. FINANCIAL STATEMENTS. BLINK CHARGING CO. Unaudited Condensed Consolidated Balance Sheets (in thousands, except for share amounts) March 31, December 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 42,024 $ 41,774 Marketable securities - 13,630 Accounts receivable, net 37,627 43,201 Inventory, net 38,841 38,280 Prepaid expenses and other current assets 4,584 4,267 Total Current Assets 123,076 141,152 Restricted cash 77 78 Property and equipment, net 39,835 38,671 Operating lease right-of-use asset 8,668 9,212 Intangible assets, net 8,945 10,388 Goodwill 17,897 17,897 Other assets 580 590 Total Assets $ 199,078 $ 217,988 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 26,057 $ 28,888 Accrued expenses and other current liabilities 9,688 9,482 Notes payable 265 265 Current portion of operating lease liabilities 3,856 3,216 Current portion of financing lease liabilities 35 34 Current portion of deferred revenue 17,455 17,359 Total Current Liabilities 57,356 59,244 Consideration payable 21,707 21,028 Operating lease liabilities, non-current portion 6,092 7,162 Financing lease liabilities, non-current portion 88 97 Deferred revenue, non-current portion 10,380 10,603 Other liabilities 852 1,152 Total Liabilities 96,475 99,286 Commitments and contingencies (Note 8) - Stockholders’ Equity: Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively - - Common stock, $ 0.001 par value, 500,000,000 shares authorized, 102,722,918 and 101,970,907 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 103 102 Additional paid-in capital 862,156 860,300 Accumulated other comprehensive loss ( 3,094 ) ( 5,845 ) Accumulated deficit ( 756,562 ) ( 735,855 ) Total Stockholders’ Equity 102,603 118,702 Total Liabilities and Stockholders’ Equity $ 199,078 $ 217,988 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) 2025 2024 For The Three Months Ended March 31, 2025 2024 Revenues: Product sales $ 8,381 $ 27,508 Charging service revenue 6,780 5,027 Network fees 2,626 2,065 Warranty 955 953 Grant and rebate 160 583 Car-sharing services 1,175 1,097 Other 677 335 Total Revenues 20,754 37,568 Cost of Revenues: Cost of product sales 5,548 16,602 Cost of charging services 904 705 Host provider fees 3,652 3,042 Network costs 463 589 Warranty and repairs and maintenance 840 605 Car-sharing services 685 862 Depreciation and amortization 1,293 1,744 Total Cost of Revenues 13,385 24,149 Gross Profit 7,369 13,419 Operating Expenses: Compensation 13,549 14,957 General and administrative expenses 8,872 7,807 Other operating expenses 5,349 6,438 Change in fair value of consideration payable 679 1,700 Total Operating Expenses 28,449 30,902 Loss From Operations ( 21,080 ) ( 17,483 ) Other (Expense) Income, Net: Interest expense ( 56 ) ( 427 ) Change in fair value of derivative and other accrued liabilities 2 2 Dividend and interest income 455 763 Total Other Income 401 338 Loss Before Income Taxes $ ( 20,679 ) $ ( 17,145 ) Provision for income taxes ( 28 ) ( 28 ) Net Loss $ ( 20,707 ) $ ( 17,173 ) Net Loss Per Share: Basic $ ( 0.20 ) $ ( 0.17 ) Diluted $ ( 0.20 ) $ ( 0.17 ) Weighted Average Number of Common Shares Outstanding: Weighted Average Number of Common Shares Outstanding: Basic 102,466,507 99,902,470 Diluted 102,466,507 99,902,470 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) 2025 2024 For the Three Months Ended March 31, 2025 2024 Net Loss $ ( 20,707 ) $ ( 17,173 ) Other Comprehensive Loss: Cumulative translation adjustments 2,751 ( 1,237 ) Total Comprehensive Loss $ ( 17,956 ) $ ( 18,410 ) 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 Months Ended March 31, 2025 (in thousands, except for share amounts) Shares Amount Shares Amount Capital Loss Deficit Equity Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2025 - $ - 101,970,907 $ 102 $ 860,300 $ ( 5,845 ) $ ( 735,855 ) $ 118,702 Common stock issued in public offering, net of issuance costs [1] - - 681,330 1 890 - - 891 Stock-based compensation - - 70,681 - 966 - - 966 Other comprehensive loss - - - - - 2,751 - 2,751 Net loss - - - - - - ( 20,707 ) ( 20,707 ) Balance - March 31, 2025 - $ - 102,722,918 $ 103 $ 862,156 $ ( 3,094 ) $ ( 756,562 ) $ 102,603 [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. 4 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity For the Three Months Ended March 31, 2024 (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, 2024 - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Balance - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Common stock issued in public offering, net of issuance costs [1] - - 8,177,472 8 25,062 - - 25,070 Stock-based compensation - - 837 - 681 - - 681 Other comprehensive loss - - - - - ( 1,237 ) - ( 1,237 ) Net loss - - - - - - ( 17,173 ) ( 17,173 ) Balance - March 31, 2024 - $ - 100,996,542 $ 101 $ 855,306 $ ( 3,773 ) $ ( 554,896 ) $ 296,738 Balance - $ - 100,996,542 $ 101 $ 855,306 $ ( 3,773 ) $ ( 554,896 ) $ 296,738 [1] Includes gross proceeds of $ 25,651 , less issuance costs of $ 581 . The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) 2025 2024 For The Three Months Ended March 31, 2025 2024 Cash Flows From Operating Activities: Net loss $ ( 20,707 ) $ ( 17,173 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,489 3,343 Non-cash lease expense 931 497 Loss (gain) on disposal of fixed assets 174 ( 32 ) Change in fair value of derivative and other accrued liabilities 2 2 Change in fair value of consideration payable 679 1,700 Provision for slow moving and obsolete inventory 29 762 Provision for credit losses 1,515 548 Stock-based compensation: 966 917 Changes in operating assets and liabilities: Accounts receivable 4,514 ( 10,629 ) Inventory ( 716 ) 1,981 Prepaid expenses and other current assets ( 237 ) 615 Other assets 17 ( 459 ) Accounts payable, accrued expenses, and other current liabilities ( 1,035 ) ( 5,271 ) Other liabilities ( 300 ) - Lease liabilities ( 821 ) ( 339 ) Deferred revenue ( 355 ) 2,062 Total Adjustments 8,852 ( 4,303 ) Net Cash Used In Operating Activities ( 11,855 ) ( 21,476 ) Cash Flows From Investing Activities: Proceeds from sale of marketable securities 13,630 3,000 Purchase of marketable securities - ( 341 ) Capitalization of engineering costs ( 173 ) - Purchases of property and equipment ( 2,366 ) ( 2,830 ) Net Cash Provided By (Used In) Investing Activities 11,091 ( 171 ) Cash Flows From Financing Activities: Proceeds from sale of common stock in public offering, net [1] 891 25,070 Repayment of note payable - ( 31,354 ) Repayment of financing liability in connection with finance lease ( 8 ) ( 169 ) Payment of financing liability in connection with internal use software - ( 250 ) Net Cash Provided By (Used In) Financing Activities 883 ( 6,703 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents 130 2,774 Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Cash 249 ( 25,576 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Period 41,852 98,800 Cash and Cash Equivalents and Restricted Cash - End of Period $ 42,101 $ 73,224 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 42,024 $ 73,147 Restricted cash 77 77 Cash and cash equivalents and restricted cash $ 42,101 $ 73,224 [1] For the three months ended March 31, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 . [1] For the three months ended March 31, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 . The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BLINK CHARGING CO. Unaudited Condensed Consolidated Statements of Cash Flows — Continued (in thousands) For The Three Months Ended March 31, 2025 2024 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ 71 $ 1,139 Income taxes $ 28 $ - Non-cash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations $ 321 $ 375 Property and equipment obtained in exchange for finance lease obligations $ - $ 53 Transfer of inventory to property and equipment $ ( 400 ) $ ( 307 ) The accompanying notes are an integral part of these unaudited 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 wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading manufacturer, 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 residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks 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 Networks provide property owners, managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability and fees. Blink also operates an EV based ride-sharing business through its wholly-owned subsidiary, Blink Mobility LLC. Blink’s wholly owned subsidiary, Envoy, filed a registration statement on Form S-1 dated February 11, 2025 to register shares in connection with its contemplated initial public offering as well as the issuance of shares to its former shareholders in connection with Blink’s acquisition of Envoy. On March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete an underwritten initial public offering by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement. In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $ 23,000 from $ 22,500 . See Note 11- Subsequent Events for additional information regarding the second amendment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2025 and for the three months then ended. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 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, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 9, 2025 as part of the Company’s Annual Report on Form 10-K. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. LIQUIDITY The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2025, the Company had cash and cash equivalents of $ 42,024 and working capital of $ 65,720 . During the three months ended March 31, 2025, the Company incurred a net loss of $ 20,707 and used $ 11,855 of cash in operating activities. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. The Company’s future operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Because of the uncertainty of the timing to achieving profitability and cash flows provided by operating activities to support the Company’s future operating needs, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the time the condensed consolidated financial statements are issued. Management is undertaking, or has undertaken, several initiatives to mitigate the conditions or events that raise substantial doubt about our ability to continue as a going concern, which include the following: ● Engaging with third parties to raise debt or equity capital; ● Evaluating the Company’s existing arrangements to minimize current and future obligations; ● Successfully optimizing its products and services and entering into collaborations with other companies; ● Pursuing initiatives to reduce operating expenses, including fully recognizing the synergies of prior acquisitions. Historically, the Company has been able to raise funds to support its business operations. During the three months ended March 31, 2025, the Company sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 909 , less issuance costs of $ 18 which were recorded as a reduction to additional paid-in capital. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. Lastly, there can be no assurances that these other initiatives will be achieved. However, based on its considerations, management believes these initiatives can be effectively implemented and will be sufficient to mitigate the circumstances resulting in substantial doubt for a period not less than one year from the date the condensed consolidated financial statements are issued. 8 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED MARKETABLE SECURITIES The Company had equity securities of $ 0 and $ 13,630 as of March 31, 2025 and December 31, 2024, respectively. These securities consist primarily of mutual funds and will be used for future working capital needs. The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value, with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair value. The below table provides supplemental information related to marketable securities: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES 2025 2024 For the Three Months Ended March 31, 2025 2024 Net gains recognized during the period on trading securities $ 47 $ 69 Less: net gains recognized during the period on trading securities sold during the period ( 47 ) ( 29 ) Unrealized gains recognized during the reporting period on trading securities still held at the reporting date $ - $ 40 INVENTORY As of March 31, 2025, the Company’s inventory was comprised $ 24,113 of finished goods that were available for sale and $ 14 ,728 of raw material and work in process. As of December 31, 2024, the Company’s inventory was comprised of $ 18,659 of finished goods that were available for sale and $ 19,621 of raw material and work in process. FOREIGN CURRENCY TRANSLATION Transaction losses attributable to foreign exchange were $ 259 and $ 30 during the three months ended March 31, 2025 and 2024, 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, 2025 and 2024. 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 following different types of contracts: ● Product sales – 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. ● Charging service revenue – Revenue is recognized at the point 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. ● 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 straight-line basis over the contract term. The Company also sells third-party warranties which are recorded at the point in time of sale. Furthermore, 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. ● 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. ● Grant and fees rebate – Grants and rebates related to EV charging stations and their installation are deferred and recognized as revenue in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging station. ● 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. Revenue is recognized over the duration of the rental agreement which are short term in nature. ● Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative fuel credits. The following table summarizes revenue recognized in the condensed consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION 2025 2024 For The Three Months Ended March 31, 2025 2024 Revenues - Recognized at a Point in Time Product sales $ 8,381 $ 27,508 Charging service revenue 6,780 5,027 Warranty ( 19 ) - Other 677 335 Total Revenues - Recognized at a Point in Time 15,819 32,870 Revenues - Recognized Over a Period of Time: Network fees 2,626 2,065 Warranty 974 953 Total Revenues - Recognized Over a Period of Time 3,600 3,018 Revenues- Other Car-sharing services 1,175 1,097 Grant and fees rebate 160 583 Total Revenues - Other 1,335 1,680 Total Revenue $ 20,754 $ 37,568 10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION - CONTINUED The following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area: SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA 2025 2024 For The Three Months Ended March 31, 2025 2024 Revenues by Geographical Area United States $ 12,262 $ 27,976 International 8,492 9,592 Total Revenue $ 20,754 $ 37,568 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. Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions, such as sales returns, and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against revenues at the time revenues are recognized. The Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract. As of March 31, 2025, the Company had $ 27,835 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, 2025. The Company expects to satisfy $ 17,455 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months. The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when the expected amortization period is one year or less. During the three months ended March 31, 2025 and 2024 there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. During the three months ended March 31, 2025, the Company recognized $ 2,861 revenues related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2024. During the three months ended March 31, 2025, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Grants, rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for under ASC 832 are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives. During the three months ended March 31, 2025 and 2024, the Company recorded $ 160 and $ 583 , respectively, related to grant and rebate revenue. During the three months ended March 31, 2025 and 2024, the Company recognized $ 48 and $ 44 , respectively, of revenue related to alternative fuel credits. 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 it 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 expects to derive significant future benefits from its vehicles following the end of the rental term. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle. The Company is unsure of when the customer will return rented equipment. As such, the Company does not know how much the customer will owe it upon return of the equipment and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s equipment is generally rented for short periods of time (generally a few minutes to a few hours). Lessees do not provide residual value guarantees on rented equipment. The Company expects to derive significant future benefits from its equipment following the end of the rental term. The Company’s equipment is typically rented for the majority of the time that the Company owns it. The Company recognizes revenue over the contractual period of performance of the subscription which are short term in nature. 11 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION 2025 2024 For the Three Months Ended March 31, 2025 2024 Warrants 1,150,152 1,150,152 Options 987,843 387,569 Restricted stock units 1,145,269 971,671 Total potentially dilutive shares 3,283,264 2,509,392 CONCENTRATIONS During the three months ended March 31, 2025 and 2024, sales to a significant customer represented less than 10 % and 14 % of total revenue, respectively. During the three months ended March 31, 2025 and 2024, the Company made purchases from a significant supplier that represented less than 10% and 10% of total purchases, respectively. RECENTLY ISSUED ACCOUNTING STANDARDS In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s condensed consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted. While this adoption did not have a material impact on its consolidated financial statements, additional disclosures will be included for our Annual Report on Form 10-K for the year ending December 31, 2025 and interim reporting periods beginning January 1, 2026. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Company is currently evaluating the effects of adopting this new accounting guidance. 3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2025 December 31, 2024 Accrued professional, board and other fees $ 4,677 $ 2,923 Accrued wages 3,651 3,487 Warranty payable 591 1,721 Accrued income, property and sales taxes payable 707 972 Other accrued expenses 62 379 Total accrued expenses $ 9,688 $ 9,482 12 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 4. STOCKHOLDERS’ EQUITY AT-THE-MARKET OFFERING On September 2, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as our sales agents (collectively, the “Agents”) to conduct an at-the-market (“ATM”) equity offering program, pursuant to which we may publicly issue and sell from time to time shares of our common stock having an aggregate offering price of up to $ 250,000 through the Agents. On November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with the Agents. The Amendment revised the term “Registration Statement,” as used in the Sales Agreement, to our new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revised the term “Prospectus Supplement,” as used in the Sales Agreement, to our prospectus supplement dated November 2, 2023, relating to the ATM equity offering program contemplated by the Sales Agreement. During the three months ended March 31, 2025, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of $ 909 , less issuance costs of $ 18 , for net proceeds of $ 891 . The ATM is not currently active since we do not have an effective shelf registration statement covering the shares of common stock issuable thereunder. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months ended March 31, 2025 and 2024 of $ 966 and $ 917 , respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of March 31, 2025, there was $ 2,514 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.04 years. 5. RELATED PARTY TRANSACTIONS JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity. Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties. The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece. The obligation to fund the future operations of the Entity is limited to the Company’s 40 % ownership. During the three months ended March 31, 2025 and 2024, the Company did not recognized any sales to Hellas. As of March 31, 2025 and December 31, 2024, had a payable of approximately $ 226 and $ 129 , respectively, to Hellas. Furthermore, the Company has provided working capital of $ 274 through March 31, 2025 and December 31, 2024 to Hellas. The Company has written off this working capital contribution, since Company’s proportion of Hellas’s net losses exceed the working capital contribution. The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through March 31, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the three months ended March 31, 2025 and 2024. BLINK CHARGING UK LIMITED As of March 31, 2025, several close family members of a senior management employee are providing services to Electric Blue Limited. For the three months ended March 31, 2025 and 2024, these related parties have collectively provided services worth $ 24 and $ 82 to Electric Blue Limited, respectively. These expenses are included within general and administrative expenses on the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024. 13 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 6. LEASES OPERATING LEASES Total operating lease expenses for the three months ended March 31, 2025 and 2024 were $ 479 and $ 788 , respectively, which were recorded in other operating expenses on the condensed consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments and other expenses. As of March 31, 2025, the Company did not have additional operating and financing leases that have not yet commenced. A s of March 31, 2025, the Company had $ 126 of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and are included as a component of property and equipment on the condensed consolidated balance sheet as of March 31, 2025. During the three months ended March 31, 2025 and 2024, the Company recorded $ 2 and $ 10 , respectively, of interest expense related to finance leases, which were recorded within interest expense on the condensed consolidated statements of operations. During the three months ended March 31, 2025 and 2024, the Company recorded amortization expense of $ 9 and $ 48 , respectively, related to finance leases. Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES For The Three Months Ended March 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 821 $ 339 Financing cash flows from finance leases $ 8 $ 169 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 321 $ 375 Finance leases $ - $ 53 Weighted Average Remaining Lease Term Operating leases 2.47 2.72 Finance leases 0.28 2.27 Weighted Average Discount Rate Operating leases 7.3 % 7.3 % Finance leases 6.2 % 6.3 % Future minimum payments under non-cancellable leases as of March 31, 2025 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Years Ending December 31, Operating Lease Finance Lease 2025 $ 4,538 $ 41 2026 2,498 41 2027 1,707 35 2028 991 18 2029 893 - Thereafter 1,173 - Total future minimum lease payments 11,800 135 Less: imputed interest ( 1,852 ) ( 12 ) Total $ 9,948 $ 123 14 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 7. FAIR VALUE MEASUREMENT Assets and liabilities measured at fair value on a recurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total March 31, 2025 Level 1 Level 2 Level 3 Total Assets: Marketable securities Money market funds $ 32,932 $ - $ - $ 32,932 Alternative fuel credits - 47 - 47 Total assets $ 32,932 $ 47 $ - $ 32,979 Liabilities: Warrant liability $ - $ - $ 24 $ 24 Common stock consideration payable - - 21,707 21,707 Total liabilities $ - $ - $ 21,731 $ 21,731 Level 1 Level 2 Level 3 Total December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 13,630 $ - $ - $ 13,630 Money market funds 27,347 - - 27,347 Alternative fuel credits - 51 - 51 Total assets $ 40,977 $ 51 $ - $ 41,028 Liabilities: Warrant liability $ - $ - $ 22 $ 22 Common stock consideration payable - - 21,028 21,028 Total liabilities $ - $ - $ 21,050 $ 21,050 In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. Assumptions utilized in the valuation of warrant liabilities are described as follows: SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES 2025 2024 For the Three Months Ended March 31, 2025 2024 Risk-free interest rate 4.03 % 5.03 % Contractual term (years) 1.00 1.00 Expected volatility 74.00 % 88.00 % Expected dividend yield 0.00 % 0.00 % Warrant liabilities measurement input 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS 2025 Common Stock Consideration Payable Beginning balance as of January 1 $ 21,028 Change in fair value of consideration payable 679 Ending balance as of March 31, $ 21,707 Warrant Liability Beginning balance as of January 1 $ 22 Change in fair value of warrant liability 2 Ending balance as of March 31, $ 24 The common stock consideration payable is recorded at fair value of $ 21,707 and $ 21,028 as of March 31, 2025 and December 31, 2024, respectively, and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. 15 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 8. COMMITMENTS AND CONTINGENCIES LITIGATION, DISPUTES AND SETTLEMENTS The Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. The Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of March 31, 2025, 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. In September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make the statements at issue in the securities class action and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. The action remains stayed. The Company wholly and completely disputes the allegations. The Company has retained legal counsel to defend the action vigorously. The Company has not recorded an accrual related to this matter as of March 31, 2025, as it determined that any such loss contingency was either not probable or estimable. In February 2022, a shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit. The action remains stayed. The Company wholly and completely disputes the allegations. The Company has retained legal counsel to defend the action vigorously. The Company has not recorded an accrual related to this matter as of March 31, 2025, as it determined that any such loss contingency was either not probable or estimable. 16 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 9. SEGMENT REPORTING The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription services and charge those cars through charging stations. The CODM is provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss in order to allocate operating and capital resources and assesses performance of the Company by comparing actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is also regularly provided disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below: SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES 2025 2024 For The Three Months Ended March 31, 2025 2024 Other operating expenses Software $ 1,793 $ 882 Other (1) 3,556 5,556 Total other operating expenses $ 5,349 $ 6,438 (1) Includes operating lease expense, insuance expense, office expenses and travel expenses. The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease right-of-use assets: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA March 31, 2025 December 31, 2024 United States $ 34,868 $ 35,035 International 13,635 12,848 Total $ 48,503 $ 47,883 For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies. 17 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 10. REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company identified a number of misstatements and omitted disclosure items in the Company’s previously issued financial statements as summarized below. The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the consolidated financial statements included in the Form 10-Q for the Quarterly Period ended March 31, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality). Based on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2024. However, the Company concluded the financial statements should be revised for these errors. Note 2 — Summary of Significant Accounting Policies - Marketable Securities The Company identified a classification misstatement in the Company’s previously issued financial statements related to the classification of marketable securities that were previously included within cash and cash equivalents. A summary of the corrections to the impacted financial statement line items in the Company’s previously issued consolidated balance sheet and consolidated statement of cash flows as of and for the three months ended March 31, 2024. SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Balance Sheet- Unaudited (in thousands) As Previously Revision As Reported Adjustments Revised Assets Current Assets: Cash and cash equivalents $ 93,458 $ ( 20,311 ) $ 73,147 Marketable securities $ - $ 20,311 $ 20,311 Total Current Assets $ 197,735 $ - $ 197,735 Total Assets $ 404,495 $ - $ 404,495 Condensed Consolidated Statements of Cash Flows – Unaudited (in thousands) As Previously Revision As Reported Adjustments Revised Cash Flows From Investing Activities: Proceeds from sale of marketable securities $ - $ 3,000 $ 3,000 Purchase of marketable securities $ - $ ( 341 ) $ ( 341 ) Net Cash Used In Investing Activities $ ( 2,830 ) $ 2,659 $ ( 171 ) Net Decrease In Cash and Cash Equivalents and Restricted Cash $ ( 28,235 ) $ 2,659 $ ( 25,576 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Period $ 121,770 $ ( 22,970 ) $ 98,800 Cash and Cash Equivalents and Restricted Cash - End of Period $ 93,535 $ ( 20,311 ) $ 73,224 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 93,458 $ ( 20,311 ) $ 73,147 Restricted cash $ 77 $ - $ 77 Cash and cash equivalents and restricted cash $ 93,535 $ ( 20,311 ) $ 73,224 18 BLINK CHARGING CO. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share amounts) 11. SUBSEQUENT EVENTS MERGER AGREEMENT AMENDMENT On April 4, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete a direct listing by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, provided that such direct listing is consummated on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market. Additionally, it was agreed that, in the event of a direct listing on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market, the shares of common stock of Envoy Technologies to be listed shall include the shares issuable to the former shareholders of Envoy Technologies pursuant to the Merger Agreement. 19