Blink Charging Co.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 9A. CONTROLS AND PROCEDURES
| ITEM 9A. | CONTROLS AND PROCEDURES. |
|---|
Disclosure Controls and Procedures
Management, with participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the CEO and CFO concluded that as a result of the material weakness in internal control over financial reporting as described below in Management’s Annual Report on Internal Controls Over Financial Reporting, the Company’s disclosure controls and procedures were ineffective as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Policies (“U.S. GAAP”). Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework), management of the Company under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.
Based on our assessment under the framework in Internal Control - Integrated Framework (2013) issued by COSO, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following material weakness identified:
The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial reporting processes.
This material weakness creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiency above represents a material weakness in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2025.
Management has been actively engaged in developing and implementing remediation plans to address the material weakness, as described in the section below.
The Company’s independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial reporting, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in its report.
Following the identification of the material weakness and prior to filing this Annual Report on Form 10-K, we performed additional analyses and other procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S. GAAP. Our CEO and CFO have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report.
Remediation Plan and Status
During 2025 and continuing into 2026, we continued to make progress on the remediation plans to address previously identified material weaknesses. The Company continues to remediate the remaining material weakness outlined above. The remediation measures are ongoing and include the following:
| ● | Establishing a change process to control access to accounts that can make changes directly to production infrastructure and ensuring the changes made are reviewed post-production; |
| ● | Reviewing the use cases for administrative accounts to ensure they are restricted to appropriate users without change management access (i.e. development, migration, etc.); |
| ● | Identifying and implementing key controls to address design gaps within the Company’s control environment, particularly for the in-scope business processes; |
| ● | Establishing a structured controls testing program to continuously monitor the design and operating effectiveness of key controls. |
Management believes that these remediation actions, when fully implemented and tested, will remediate the material weakness that has been identified and will strengthen internal controls over financial reporting. However, remediation efforts are ongoing, and additional remediation initiatives may be necessary to fully remediate. Additionally, Management will be establishing an internal controls team to assist the Company effectively achieve internal controls compliance and provide internal controls training to key control owners. The Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the remediation process.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over the financial reporting during the quarter ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013Internal Control—Integrated Framework issued by COSO.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.
The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial reporting processes.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 31, 2026 which expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tampa, Florida
March 31, 2026
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