Blink Charging Co.

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 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.

On August 4, 2025, the Company’s wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy Technologies, Envoy Mobility, Inc. (“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equityholders’ agent (as previously amended, the “Merger Agreement”). Pursuant to the Fourth Amendment, the sole remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and the Company and Mobility were released from all claims and liabilities relating to such obligation, with the issuance of (x) $10,000 in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on specific stock price achievements. During the three months ended September 30, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 5 - Stockholders’ Equity for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. See Note 13- Subsequent Events for additional information.

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 September 30, 2025 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 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

As of September 30, 2025, the Company had cash and cash equivalents of $23,110 and working capital of $36,572. During the three and nine months ended September 30, 2025, the Company incurred a net loss of $86 and $52,752, respectively. During the nine months ended September 30, 2025, the Company used cash in operating activities of $31,540. The Company’s total comprehensive income of $6,707 for the three months ended September 30, 2025 was the result of non-cash foreign currency translation adjustments. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. Absent a near-term capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned operations raises substantial doubt regarding 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.

Historically, the Company has been able to raise funds to support its business operations. During the nine months ended September 30, 2025, the Company sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $909, less issuance costs of $18, which were recorded as a reduction to additional paid-in capital. The Company is required to file a Form S-1 to issue new equity and raise proceeds in the future.

Management is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential restructuring or fundraising opportunities. However, there can be no assurance that any of these efforts will result in additional liquidity or resolve the Company’s current financial challenges. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. Lastly, there can be no assurances that these other initiatives will be achieved. Therefore, the Company has concluded that management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

MARKETABLE SECURITIES

The Company had equity securities of $0 and$13,630 as of September 30, 2025 and December 31, 2024, respectively. These securities consist primarily of mutual funds and were used for 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 condensed 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 following table provides supplemental information related to marketable securities:

INVENTORY

As of September 30, 2025, the Company’s inventory was comprised of $17,219 of finished goods that were available for sale and $14,208 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. As of September 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory was $4,129 and $3,129, respectively.

PROPERTY AND EQUIPMENT

During the three and nine months ended September 30, 2025, the Company recorded a (gain) loss on disposal of property and equipment of $(50) and $5,712, respectively. The write-offs during the nine months ended September 30, 2025 were comprised of the following: (i) certain installed chargers that were determined to be not performing to specifications of $4,092 and (ii) the write-off of older, incomplete charger deployment projects of $1,620.

During the three and nine months ended September 30, 2024, the Company recorded a loss on disposal of property and equipment of $559 and $598, respectively. The loss on disposals during the 2024 period were due to the normal course of business.

FOREIGN CURRENCY TRANSLATION

Translation adjustments attributable to foreign exchange were $6,793 and $2,599 for the three months ended September 30, 2025 and 2024, respectively. Translation adjustments attributable to foreign exchange were $8,865 and $962 for the nine months ended September 30, 2025 and 2024, respectively.

Foreign currency transactions gains (losses) were $641 and $(1,140) during the three and nine months ended September 30, 2025, respectively. Foreign currency transactions losses were $144 and $925 during the three and nine months ended September 30, 2024, respectively. Foreign currency transactions gains and losses are included within general and administrative expenses on the condensed consolidated statements of operations.

REVENUE RECOGNITION

The Company recognizes revenue primarily from the following:

●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.

●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:

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:

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 September 30, 2025, the Company had $23,892 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2025. The Company expects to satisfy $16,578 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 and nine months ended September 30, 2025 and 2024, there wasno revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. During the three and nine months ended September 30, 2025, the Company recognized $1,837 and $7,227 of revenues, respectively, related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2024.

Grants, rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance 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 September 30, 2025 and 2024, the Company recorded $59 and $982, respectively, related to grant and rebate revenue. During the nine months ended September 30, 2025 and 2024, the Company recorded $251 and $1,617, respectively, related to grant and rebate revenue. During the three months ended September 30, 2025 and 2024, the Company recognized $92 and $117, respectively, of revenue related to alternative fuel credits. During the nine months ended September 30, 2025 and 2024, the Company recognized $443 and $168, 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 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.

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:

CONCENTRATIONS

As of September 30, 2025, accounts payable to one significant vendor represented 12% of total accounts payable.

During the three months ended September 30, 2024, sales to a significant customer represented 10% of total revenue.

There wereno revenue concentrations during the three and nine months ended September 30, 2025 andno revenue concentrations for the nine months ended September 30, 2024.

RECLASSIFICATIONS

Certain prior year balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

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 the Company does not believe the adoption will have a material impact. However, additional disclosures will be included in the Company’s 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.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for internal-use software by eliminating the previous project-stage model and replacing it with a “probable-to-complete” threshold. It also relocates and supersedes the guidance for website development costs (previously in Subtopic 350-50) into Subtopic 350-40, and requires entities to apply the presentation and disclosure requirements in Subtopic 360-10 to capitalized internal-use software costs regardless of how those costs are presented in the financial statements. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted (provided the entity’s financial statements for that interim or annual period have not yet been issued or made available for issuance). The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures.

In September 2025, the FASB issued ASU 2025-07**,**“Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer.” This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash consideration received from a customer under Topic 606. The amendments specify that an entity should apply the revenue guidance to share-based consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair value are recognized outside of revenue. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements and footnote disclosures.

3. BUSINESS COMBINATION

ZEMETRIC, INC.

On July 7, 2025, Blink Charging Co. entered into a Stock Purchase Agreement (“SPA”) with the shareholders of Zemetric, Inc. (“Zemetric”), a Delaware corporation. Under the terms of the SPA, Blink acquired 100% of the issued and outstanding shares of common stock of Zemetric, thereby obtaining control of Zemetric and its subsidiaries, Zemetric EV Solutions Private Limited and Evy Energy Private Limited, both organized under the laws of India.

Under the terms of the SPA, the aggregate acquisition consideration totaled approximately $3,595, comprised of: (i) $250 in cash paid at closing; (ii)1,462,841 shares of the Company’s common stock with an aggregate fair value of $1,151 (“Common Stock Consideration”), and (iii) an earn-out payment in the form of additional shares of the Company’s common stock with an aggregate value up to $3,438, contingent upon the achievement of specified milestones pursuant to the SPA. Additionally, in the event a milestone is met, the Company may elect to settle that obligation in cash or a combination of cash and common stock. No portion of the earn-out shares shall be payable unless the applicable milestone is met and any underachievement shall reduce the corresponding earn-out proportionally. In the event the milestones exceed 100% of the specified targets, the Company agrees to issue additional shares capped at a maximum of 100% or $3,438.

As of September 30, 2025,61,598 shares of common stock issuable in connection with the Common Stock Consideration have not been issued. The Company has accrued for this obligation of September 30, 2025. See Note 4 - Accrued Expenses for additional details.

The earn-out is contingent upon the achievement of certain revenue, gross profit, operational and performance targets over the 18-month period following the closing date. The earn-out is classified as a liability because it may be settled in a variable number of restricted shares and, therefore, does not meet the criteria for equity classification under ASC 815-40.

The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Zemetric. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable and certain fixed assets.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:

3. BUSINESS COMBINATION– CONTINUED

ZEMETRIC, INC. – CONTINUED

The components of net working capital are as follows:

In connection with the acquisition of Zemetric, the Company acquired intangible assets in the form of trade names, customer relationships, developed technology, and non-compete agreements. The Company engaged a third-party valuation specialist to assist in determining the fair values of these identifiable intangible assets as of the acquisition date.

The Company utilized the relief-from-royalty method to determine the fair value of the acquired trade names. This method estimates the value a market participant would be willing to pay in royalties if it did not own the assets and had to license them from a third party. The fair value was calculated by applying an estimated royalty rate to projected revenues associated with the assets and discounting the resulting royalty savings to present value using an appropriate discount rate. The trade names were assigned an estimated useful life of 13 years.

When determining the fair value of developed technology, a form of income approach, known as the multi-period excess earnings method, was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the technology, less costs to realize the revenue. The Company applied a discount rate of 30%, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the developed technology include an assumed income tax rate of 26%. The developed technology was assigned a useful life offive years for hardware and three years for software.

When determining the fair value of customer relationships, the Company applied the distributor method, a form of the income approach, which is based on a discounted cash flow model. The model incorporated an assumed income tax rate of 26% and a discount rate of approximately 30%, reflecting the risk profile of the underlying assets. The resulting useful life of customer relationships was estimated at 5.3 years.

The fair value of the non-compete agreements was determined using a discounted cash flow model based on the expected benefit of reducing competition during the restricted period. Key assumptions included a discount rate of 30% and an income tax rate of 26%. The non-compete agreements were assigned a useful life oftwo years. The fair value of working capital accounts was determined to approximate their carrying values due to the short-term nature of the underlying assets and liabilities. The fair value of property and equipment was estimated using the cost approach, which measures fair value based on current replacement cost adjusted for physical and functional depreciation. Assumptions included replacement cost new, estimated remaining useful life, and physical deterioration factors.

The fair value of the earn-out liabilities were estimated using a Monte Carlo simulation and a probability weighted expected return model that considered the probability of achieving various operational and revenue milestones. The valuation incorporated risk-adjusted discount rates ranging from approximately 4% to 28% and a 13% liquidity discount to reflect the unregistered status of the shares to be issued upon settlement. Significant increases or decreases in projected revenues or gross margins could materially affect the estimated fair value of the earn-out liabilities.

Goodwill was recorded for the amount by which the purchase price exceeded the fair value of the net assets acquired, and the amount is attributable to the assembled workforce, the reputation of Zemetric’s brand, and the synergies expected to be realized through the integration of Zemetric with the Company’s existing product offerings. Goodwill of $1,742 resulting from the acquisition of Zemetric is not expected to be deductible for income tax purposes.

3. BUSINESS COMBINATION- CONTINUED

ZEMETRIC, INC. – CONTINUED

The condensed consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition date) through September 30, 2025 and do not include results of operations for periods prior to July 7, 2025. The results of operations of Zemetric from July 7, 2025 through September 30, 2025 included revenues of approximately $14 and net loss of approximately $40.

The following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 as if the acquisition of Zemetric had occurred on January 1, 2024. The pro forma information presented below is based on the pre-acquisition financial information of Zemetric and includes adjustments to give effect to amortization expense associated with the acquired intangible assets. The pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor are they necessarily indicative of future operating results.

As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs were immaterial.

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

5. 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 nine months ended September 30, 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 the Company does not have an effective shelf registration statement covering the shares of common stock issuable thereunder.

COMMON STOCK

See Note 3 - Business Combination for additional details.

See Note 8 - Fair Value Measurement for additional details.

STOCK WARRANTS

See Note 8 - Fair Value Measurement for additional details.

STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and nine months ended September 30, 2025 of $433 and $2,186, 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 nine months ended September 30, 2024 of $927 and $2,877, respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of September 30, 2025, there was $2,086 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.5 years.

Restricted Stock Units

During the nine months ended September 30, 2025, the Company granted an aggregate of 1,449,696 shares of restricted stock with an aggregate grant date fair value of$1,525 which will be recognized ratably over the vesting term. The restricted stock has vesting dates ranging from February 24, 2026 to June 10, 2028. Expenses related to this award are included within compensation expense on the condensed consolidated statements of operations.

During the nine months ended September 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’ Long-Term Incentive (“LTI”) Plan equal to 50% of the executives’ annual base salary. Such awards will be issued in the form of restricted stock units. Of the RSUs granted, 50% of the restricted stock units are designated as performance-based stock awards and will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted stock units are designated as time-based awards and will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance indicators and other performance criteria.

The escalating stock price thresholds are as follows:

Stock Options

During the nine months ended September 30, 2025, the Company granted ten-year stock options to purchase 63,252 shares of common stock at an exercise price of$0.97 per share to employees. The shares vest ratably over three years from the date of grant. The stock options had a grant date fair value of$0.76 per share. The assumptions utilized in the valuation of stock options are described as follows: risk-free interest rate is 4.12%, expected term is 6.5 years, expected volatility is 81%and an expected dividend yield of 0%.

6. RELATED PARTY TRANSACTIONS

JOINT VENTURE

The Company and a group ofthree 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 and nine months ended September 30, 2025 and 2024, the Company did not recognize any sales to Hellas. As of September 30, 2025 and December 31, 2024, the Company had a payable of approximately $0 and $129, respectively, to Hellas. Furthermore, the Company has provided working capital of $274 through September 30, 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 September 30, 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 and nine months ended September 30, 2025 and 2024.

In May 2025, the Company sold its equity interest in the Entity and recorded a gain on sale of investment of $223, which was included within general and administrative expenses on the condensed consolidated statements of operations.

BLINK CHARGING UK LIMITED

As of September 30, 2025, few family members of a senior management employee, who is a former founder of EB Charging Ltd., are providing services to Blink Charging UK Limited. For the three and nine months ended September 30, 2025, these related parties have collectively provided services worth $32 and $84, respectively, to Blink Charging UK Limited. For the three and nine months ended September 30, 2024, these related parties have collectively provided services worth $68 and $185**,** respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024.

NOTE PAYABLE – RELATED PARTY

In connection with the acquisition of Zemetric, the Company assumed a liability to repay a note payable to one of the sellers of Zemetric, who assumed the role of Chief Technology Officer of the Company upon closing of the acquisition. As of September 30, 2025, the balance on the note payable was $114, which was repaid in full in October 2025.

7. INCOME TAXES

On July 4, 2025, the President signed into law significant federal tax legislation, H.R. 1 (the “Tax Reform Act of 2025”). The Act introduces numerous changes to U.S. corporate income tax law, including, among others:

Most provisions are effective for tax years beginning after December 31, 2024, subject to specified transition rules and exceptions.

While the Tax Reform Act of 2025 introduces significant U.S. income tax provisions, given the Company’s ongoing losses and historical NOLs, the Company does not anticipate significant change to its U.S. federal cash tax payments for the remainder of 2025 and near future thereafter, until it reaches profitability. Therefore, the Tax Reform Act of 2025 does not have material impact on the Company’s condensed consolidated financial statements, with exception of the related disclosures to the valuation allowance for the deferred tax assets to be recorded in the consolidated financial statements as of December 31, 2025.****

8. LEASES

OPERATING LEASES

Total operating lease expenses for the three and nine months ended September 30, 2025 were $555 and $1,785, respectively, and for the three and nine months ended September 30, 2024 were $540 and $1,675 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 September 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced. As of September 30, 2025, the Company had $106 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 September 30, 2025.

In September 2025, the Company terminated its lease for its facility in Tempe, Arizona and paid a lease termination fee of $130. The Company derecognized the operating lease right-of-use asset and corresponding lease liabilities and recognized a loss on lease termination of $58 within other operating expenses during the three and nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company recorded $1 and $5, respectively, of interest expense related to finance leases, which was recorded within interest expense on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recorded $6 and $29, respectively, of interest expense related to finance leases.

Supplemental cash flows information related to leases was as follows:

Future minimum payments under non-cancellable leases as of September 30, 2025 were as follows:

9. FAIR VALUE MEASUREMENT

Assets and liabilities measured at fair value on a recurring basis are as follows:

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.

9. FAIR VALUE MEASUREMENT– CONTINUED

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 nine months ended September 30, 2025:

COMMON STOCK CONSIDERATION PAYABLE

The common stock consideration payable is recorded at fair value of $0 and $21,028 as of September 30, 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.

During the three months ended September 30, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882 shares of the Company’s common stock with an aggregate issuance date fair value of $9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $0.01 per share with an aggregate issuance date fair value of $2,772, both of which were classified within stockholders’ equity on the condensed consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $23,491 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $11,701 and $9,238 during the three and nine months ended September 30, 2025, respectively.

Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days. The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. Subsequent to September 30, 2025, the market conditions related to the first and second price targets were met. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above.

9. FAIR VALUE MEASUREMENT - CONTINUED

WARRANT LIABILITY

Assumptions utilized in the valuation of warrant liabilities are as follows:

EARN-OUT LIABILITIES

See Note 3 – Business Combination for details.

10. 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 September 30, 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 former Chief Financial Officer Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527, filed in the U.S. District Court for the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties and a final judgment was entered in October 2024. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against 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. In February 2022, a third 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” and together with the Klein Lawsuit and the Bhatia Lawsuit, the “Derivative Actions”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit.

Following a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated June 26, 2025. The Settlement resolves the Derivative Actions in exchange for the Company undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part of the Settlement. The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $533 (the “Fee and Expense Award”), which the Company’s insurance carriers have paid.

On September 29, 2025, plaintiffs’ counsel in the Derivative Actions filed a motion asking the Nevada court to grant final approval of the Settlement. On October 24, 2025, the Nevada court granted the motion. On October 29, 2025, the Nevada court issued an order and final judgment, approving the settlement and closing the case. The Florida Action remains stayed, but as part of the Settlement, plaintiffs are required to file a notice of voluntary dismissal by no later than December 2, 2025.

11. 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 with 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 the 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 with disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below:

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:

For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies.

12. 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 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.

The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the condensed consolidated financial statements included in the Form 10-Q for the quarterly period ended September 30, 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 nine months ended September 30, 2024. However, the Company concluded the financial statements should be revised for these errors.

A summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed consolidated balance sheet and condensed consolidated statement of cash flows as of and for the nine months ended September 30, 2024 are as follows:

Condensed Consolidated Balance Sheets

(In thousands)

Condensed Consolidated Statements of Cash Flows

(in thousands)

13. SUBSEQUENT EVENTS

On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059 shares of common stock that may be offered for resale or otherwise disposed of selling stockholders. The shares offered for resale under the registration statement consist of (i)9,696,882 shares of common stock and (ii)3,898,177 shares of common stock issuable upon the exercise of warrants, which were issued by the Company to the selling stockholders in connection with the Company’s acquisition of Envoy Technologies pursuant to the Merger Agreement described in Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements. The Company will bear all costs, expenses and fees in connection with the registration of shares for resale by the selling stockholders, other than the selling stockholders’ respective discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses attributable to the sale or disposition of the shares. The registration statement is not currently effective.