Blink Charging reported a net loss of $6.7 million for Q3 2026.

Cover page 29 changes

telephone number, including area code: (305) 521-0200

Melford Blvd , Bowie , Maryland , 20715

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)

has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 the quarterly period ended June 30, 2026 or

For the quarterly period ended JUNE September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 the transition period from _____________ to _____________ (Exact name of registrant as specified in its charter)

For the transition period from _____________ to _____________ (Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

1489 West Warm Springs Rd. Suite 110

(Address of principal executive offices)

Registrant's telephone number, including area code: ( 305 ) 521-0200 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on Which Registered

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ of August 4, 2026, the registrant had 144,938,716 shares of common stock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 3, 2026, the registrant had 145,201,164 shares of common stock outstanding.

FOR THE QUARTERLY PERIOD ENDED September 30, 2026

1 unchanged paragraph

Financial statements 324 changes

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025

(in thousands, except for share and per share amounts)

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total Current Assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

Current portion of earn-out liabilities

Current portion of operating lease liabilities

Current portion of deferred revenue

Total Current Liabilities

Earn-out liabilities, non-current portion

Operating lease liabilities, non-current portion

Deferred revenue, non-current portion

Commitments and contingencies (Note 7)

Stockholders' Equity:

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 145,188,351 and 142,128,133 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

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

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

For the Three Months Ended

For the Nine Months Ended

Cost of product revenue

Cost of service revenue

Cost of other revenue

Cost of car-sharing revenue

Depreciation and amortization

Total Cost of Revenues

General and administrative expenses

Other operating expenses

Depreciation and amortization

Change in fair value of consideration payable and earn-out liabilities ( 11,701 ( 1,273 ( 9,238

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Total Other Income, Net

Loss Before Income Taxes

Provision for income taxes

Weighted Average Number of Common Shares Outstanding:

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

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

For the Three Months Ended

For the Nine Months Ended

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

Total Comprehensive Income (Loss)

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

Unaudited Condensed Consolidated Statements of Changes in Stockholders ' Equity for the Three and Six Months Ended June 30, 2026

For the Three and Nine Months Ended September 30, 2026

(in thousands, except for share amounts)

Balance - January 1, 2026

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - March 31, 2026

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - June 30, 2026

Stock-based compensation

Common stock issued upon warrant exercise

Common stock issued in settlement of earn-out liabilities

Other comprehensive income

Balance - September 30, 2026

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

Unaudited Condensed Consolidated Statements of Changes in Stockholders ' Equity for the Three and Six Months Ended June 30, 2025

For the Three and Nine Months Ended September 30, 2025

(in thousands, except for share amounts)

and 244 more changes in the filing

MD&A 123 changes

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (together with its subsidiaries, " Blink " or the " Company " ) as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management ' s Discussion and Analysis of Financial Condition and Results of Operations to " us, " " we, " " our " and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words " may, " " will, " " expect, " " believe, " " anticipate, " " project, " " plan, " " intend, " " estimate, " and " continue, " and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Part I, Item 1A, " Risk Factors " in the Company ' s Annual Report on Form 10-K for the year ended December 31, 2025, and under a similar item in subsequent periodic reports, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item 1A - Risk Factors.

Any one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

U.S. dollars are reported in thousands, except for share and per share amounts.

We are a leading owner, operator, and provider of electric vehicle ("EV") charging equipment, networked EV charging services, and energy management solutions in the U.S. and international EV markets.

Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various locations. Blink's principal line of products and services is its Blink Networks and Blink EV charging equipment, also known as EVSE, and other EV-related services. The Blink Networks are 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 Partners, among other types of commercial customers, 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 (as applicable).

Blink's energy management solution, EnergyConnect , is designed to help commercial customers and charging site operators monitor, manage, and optimize energy consumption associated with EV charging infrastructure.

To capture more revenues derived from providing EV charging solutions to commercial customers and to help differentiate Blink in the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into one of the business models below, differentiated by who owns the equipment and who bears the costs of installation, equipment, maintenance, and the percentage of revenue shared.

In our Blink-owned turnkey business model, we incur the charging equipment and installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink Networks. In this model, which favors recurring revenues, we incur most costs associated with the EV charging stations; thus, we retain substantially all EV charging revenues after deducting network connectivity and processing fees. Our agreement with the Property Partner typically lasts nine years, with extensions that can bring it to 27 years.

In our Blink-owned hybrid business model, we typically incur the charging equipment costs while the Property Partner incurs the installation costs. We own and operate the EV charging station and provide connectivity to the Blink Networks. In this model, since the Property Partner typically incurs the installation costs; we share a more generous portion of the EV charging revenues with the Property Partner after deducting Blink network connectivity and processing fees. Our agreement with the Property Partner typically lasts seven years, with extensions that can bring it to 21 years.

In our host-owned business model, the Property Partner purchases, owns, and operates the Blink EV charging station and incurs the installation costs. We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting Blink network connectivity and processing fees.

As of September 30, 2026, there were approximately 45,833 chargers connected to the Blink Network. Of those, approximately 42,571 were Level 2 commercial chargers and approximately 2,069 were DCFC commercial chargers. Included on Blink Network are approximately 6,582 chargers owned by us. Another estimated 23,573 units were non-networked, on other networks, international sales, or deployments.

Product and Service Offerings

We offer a variety of EV charging products and services to Property Partners and EV drivers.

EV Charging Solutions

Level 2 Charging Equipment. We offer a wide range of Level 2 (AC) EV charging equipment, for commercial, residential, and public locations. Our Level 2 chargers support the J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector used in Europe.

Our commercial Level 2 chargers consist of the EQ product family in Europe and the United Kingdom and the Series 7, Series 8, and Series 10 product families in North America. We also offer the Shasta charger, a next-generation Level 2 platform designed to support ISO 15118 and "Plug & Charge" functionality. Certain Level 2 chargers offer optional cable management systems and connectivity to the Blink Network. Level 2 charging stations typically provide a full vehicle charge in approximately five to ten hours and are commonly deployed at workplaces, multifamily residential properties, retail and hospitality locations, parking facilities, such as those operated by municipalities, educational campuses, healthcare facilities, and airports.

International Products. We offer Level 2 AC and DC charging products for international markets, including multifamily residential, workplace, retail, parking, hospitality, and fleet applications. These products are available with the Type 2, GBT, and CCS2 connectors and include Blink branded chargers and other hardware sourced or configured to meet regional and customer specific requirements .

DC Fast Charging (DCFC ). We offer a complete line of DC Fast Charging equipment that ranges from 30kW to 600kW. Our DCFC products support NACS, CCS1, CHAdeMO connectors and are capable of producing up to an 80% battery charge in less than 30 minutes, depending on vehicle and conditions. DC fast charging stations typically require greater electrical infrastructure than Level 2 chargers and are deployed in high-traffic urban locations and along long-distance travel corridors. Our DCFC portfolio includes both all-in-one chargers and distributed cabinet and dispenser systems.

Blink Networks. The Blink Networks are a cloud-based software platform that supports the operation and management of EV charging stations. The platform enables remote monitoring, management, payment processing, customer support, load management, roaming, reporting, and other network services.

Blink Charging Mobile App. We offer Blink Charging Mobile Apps for iOS and Android devices that allow EV drivers to locate charging stations, view charger availability and charging speeds, initiate and pay for charging sessions, and manage their charging activity.

Energy Management and Fleet Management. We offer energy management and fleet focused software solutions designed to help commercial, municipal, and other fleet operators manage charging operations and optimize energy usage and costs. These solutions may be deployed as standalone offerings or integrated with existing fleet and charging management systems.

Energy Management Solution

EnergyConnect. The solution enables intelligent optimization of EV charging loads by managing charging activity in response to site-specific electrical capacity, energy demand, and operational requirements. Through enhanced visibility and control over energy usage, EnergyConnect is designed to help customers improve energy efficiency, manage peak electricity demand, reduce energy-related operating costs, and support the integration and scalability of EV charging infrastructure.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors, including those discussed below:

Competition - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, customer experience, and the installed base's size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share decreases due to increased competition, the Company's revenue and ability to generate profits in the future may be impacted.

Growth - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The market for electric vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of electric vehicles, include perceptions about EV quality, safety (in particular with respect to battery chemistries), design, performance, and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers' desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers' perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers' perceptions about convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs and future regulation requiring increased use of zero emissions vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.

Regulations - Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management's attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affecting our business, financial condition and results of operations.

Expansion through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results of operations would be negatively impacted.

Liquidity, Capital Resources, and Going Concern

As of September 30, 2026, the Company had cash and cash equivalents of $30,499 compared to $39,568 in cash and cash equivalents as of December 31, 2025, representing a decrease of $9,069 in available liquidity due to ongoing operating losses and working capital requirements.

In May 2025, we announced the BlinkForward Initiative, a strategic restructuring plan aimed at accelerating the Company's path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization, with the shift to contract manufacturing for our EV hardware to reduce overhead expenses and focus on our intellectual property and customer support efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. As of the filing of this Quarterly Report, the BlinkForward Initiative is substantially complete.

As reflected in our condensed consolidated financial statements as of September 30, 2026, we had cash and cash equivalents of $30,499, working capital of $8,500 and an accumulated deficit of $846,729. During the nine months ended September 30, 2026, we incurred a net loss of $24,303. We have not yet achieved profitability. In December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $0.75 per share. We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses of $1,474, for net proceeds of $18,526. The public offering was made pursuant to our registration statement on Form S-1 filed with the SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement agents in connection with the offering.

We have not yet achieved profitability and expect cash flows from operations to be volatile. While the BlinkForward Initiative substantially decreased our operating expenses and cash burn, we still need to generate substantial revenues in the near future to achieve profitability, even as our repeatable and recurring revenue from network and charging fees continued to grow. Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the future. We expect that our cash on hand and future cash flows from operations will fund our operations for at least 12 months after the issuance date of the financial statements included in this Quarterly Report.

Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our EV charging development initiatives or attain profitable operations.

Results of Operations

Three and Nine Months Ended September 30, 2026 Compared With Three and Nine Months Ended September 30, 2025

For the Three Months Ended

For the Nine Months Ended

Cost of product revenue

Cost of service revenue

Cost of other revenue

Cost of car-sharing revenue

Depreciation and amortization

Total Cost of Revenues

General and administrative expenses

Other operating expenses

Depreciation and amortization

Change in fair value of consideration payable and earn-out liabilities (11,701 (1,273 (9,238

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Total Other Income, Net

Loss Before Income Taxes

Provision for income taxes

Three Months Ended September 30, 2026 Compared With Three Months Ended September 30, 2025

Total revenue for the three months ended September 30, 2026 decreased by $8,658 or 32%, to $18,397 compared to $27,055 during the three months ended September 30, 2025.

Revenue from product sales was $6,413 for the three months ended September 30, 2026 as compared to $13,035 during the three months ended September 30, 2025, a decrease of $6,622, or 51%. The decrease was primarily attributable to the Company's strategic repositioning toward higher-margin market segments and more disciplined customer selection, including a reduction in lower-margin sales. Product revenue was also adversely affected by continued softness in the electric vehicle charging market, particularly lower demand for commercial Level 2 chargers and DC fast chargers, compared to the prior-year period.

Service revenue including charging service revenue from Blink-owned charging stations and network fees was $10,035 for the three months ended September 30, 2026 as compared to $10,782 for the three months ended September 30, 2025, a decrease of $747 or 7%. The decrease is due to the Company exiting lower-margin charging service contracts in Europe.

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the three months ended September 30, 2026 were $13,552 as compared to $17,727 for the three months ended September 30, 2025, a decrease of $4,175 or 24%, and in line with the decline in the product revenues as discussed above.

There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;

cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;

provisions for excess and obsolete inventory; and

warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of product sales decreased by $1,544, or 19%, from $8,095 for the three months ended September 30, 2025 as compared to $6,551 for the three months ended September 30, 2026. Approximately $4,576 of this decrease is due to the reduction in product sales volume, partially offset by increase in the provision of slow moving and obsolete inventory of $2,069 during the three months ended September 30, 2026 compared to the same period in 2025, and increase in other inventory related costs.

Cost of service revenue including cost of charging services (electricity reimbursements) decreased by $1,333, or 22%, to $4,758 for the three months ended September 30, 2026 as compared to $6,091 for the three months ended September 30, 2025. Similar to the reason for decrease in service revenue, this decrease is also due to the Company exiting lower-margin charging service contracts in Europe and optimization of the charging infrastructure.

Depreciation and amortization expense increased by $366 or 28%, to $1,684 for the three months ended September 30, 2026 as compared to $1,318 for the three months ended September 30, 2025. The increase in depreciation expense was attributable to the increase in Company-owned DC Fast chargers that are operational.

Compensation expense decreased by $4,904 or 42%, to $6,787 (consisting of $6,282 of cash compensation and benefits and $505 of non-cash compensation) for the three months ended September 30, 2026. Compensation expense was $11,691 (consisting of $11,258 of cash compensation and benefits and $433 of non-cash compensation) for the three months ended September 30, 2025. The decrease in compensation expense for the three months ended September 30, 2026 compared to the same period in 2025 was primarily related to decreases in personnel across the Company as a result of cost savings and synergies realized in transformation program.

General and administrative expenses decreased by $2,536 or 68%, to $1,206 for the three months ended September 30, 2026 as compared to $3,742 for the three months ended September 30, 2025. The decrease was attributable to the general decrease in most expense categories, with legal and professional services contributing to $1,405 of the decrease, due to the transformation initiatives launched during 2025 and realized this year.

Other operating expenses decreased by $2,041, or 42%, to $2,762 for the three months ended September 30, 2026 from $4,803 for the three months ended September 30, 2025. The decrease was attributable to the general decrease in most expense categories, with software related expenses contributing to $1,239 of the decrease as a result of the transformation initiative.

Depreciation and amortization expense included in operating expenses decreased by $213, or 17%, to $1,031 for the three months ended September 30, 2026 as compared to $1,244 for the three months ended September 30, 2025.

The Company recorded a gain on settlement related to the Envoy acquisition of $11,701 for the three months ended September 30, 2025.

Other Income (Expense)

We recorded other income of $259 during the three months ended September 30, 2026 as compared to other income of $159 for the three months ended September 30, 2025. The increase in other income was primarily related to an increase in dividend and interest income of $107 during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, due to higher cash balances compared to prior periods.

Our net loss for the three months ended September 30, 2026 increased by $6,369, or 1918%, to $6,701 as compared to $332 for the three months ended September 30, 2025. The increase was primarily attributable to a gain on settlement related to the Envoy consideration payable recorded during the three months ended September 30, 2025.

Total Comprehensive Loss

and 43 more changes in the filing

Market risk 2 changes

Foreign Currency Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the euro, causing both our revenue and our operating results to be impacted by fluctuations in the exchange rates. Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign currency loss on foreign-denominated balances as of September 30, 2026. As our foreign operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial instruments to hedge our foreign currency exchange risk.

Controls and procedures 8 changes

Evaluation of Disclosure Controls and Procedures

As of September 30, 2026, being the end of the period covered by this Quarterly Report, our management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company's Form 10-K for the fiscal year ended December 31, 2025, under the heading "Management's Annual Report on Internal Control Over Financial Reporting".

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2026, management continued to commit effort and resources to the remediation of the material weakness reported in the Company's Form 10-K for the fiscal year ended December 31, 2025.

Except for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 1 change

For a description of our legal proceedings, see Note 7 – Commitments and Contingencies – Litigation, Disputes, and Settlements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Risk factors 4 changes

In addition to the information set forth under Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2025, and under a similar item in subsequent periodic reports, the information set forth at the beginning of Management ' s Discussion and Analysis entitled " Special Note Regarding Forward-Looking Information, " and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

We have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability, our financial condition could suffer.

We have experienced annual and quarterly net losses which may continue and which may negatively impact our ability to achieve our business objectives. We incurred a net loss of approximately $24,303 and used cash of $6,646 for operations during the nine months ended September 30, 2026. As of September 30, 2026, we had net working capital of approximately $8,500 and an accumulated deficit of approximately $846,729. We have not yet achieved profitability.

If our revenues grow slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability on an annual or quarterly basis in the future and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain it in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. We may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations in the future. Such additional funding may not be available on commercially reasonable terms, or at all.

Other information 7 changes

On October 30, 2026, we entered into an at the market offering agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Selling Agent"), Roth Capital Partners, LLC and StoneX Financial Inc. (each, a "Sales Agent" and collectively, the "Sales Agents"), pursuant to which we may sell from time to time, in a continuous equity offering program under our Registration Statement on Form S- 3 (File No. 333 - 299745 ) (the "Form S- 3" ) once it is declared effective by the SEC, shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $100,000,000 (the "Shares") through the Selling Agent, acting as our selling agent, or directly to the Selling Agent, acting as principal. Sales of the Shares under the ATM Agreement may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 (a)( 4 ) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Selling Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. The Sales Agents will be entitled to compensation under the terms of the ATM Agreement at a commission rate of 3.0% of the gross proceeds from each sale of the Shares.

We made certain customary representations, warranties and covenants in the ATM Agreement and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act.

We are not obligated to sell any Shares under the ATM Agreement. No assurance can be given that we will sell any Shares under the ATM Agreement, or, if we do, as to the price or amount of Shares that we will sell, or the dates when such sales will take place.

Each Sales Agent and/or its affiliates may have in the past and may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they have received and may in the future receive customary fees. In the course of their business, each Sales Agent may actively trade our securities for its own account or for the accounts of customers, and, accordingly, the Sales Agents may at any time hold long or short positions in such securities. Each Sales Agent and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such securities and instruments.

This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the ATM Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ATM Agreement, filed as Exhibit 1.2 to the Form S- 3.

Securities Trading Plans of Directors and Executive Officers

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or may represent a non-Rule 10b5 - 1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2026, none of the Company's directors or officers (as defined in Rule 16a - 1 (f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any "non-Rule 10b5 - 1 trading arrangement".

Exhibits 499 changes

I – FINANCIAL INFORMATION

1. FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets

thousands, except for share and per share amounts)

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total Current Assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

Current portion of earn-out liabilities

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Current portion of deferred revenue

Total Current Liabilities

Earn-out liabilities, non-current portion

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Deferred revenue, non-current portion

Commitments and contingencies (Note 7)

Stockholders' Equity:

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 143,779,491 and 142,128,133 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

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

Condensed Consolidated Statements of Operations

thousands, except for share and per share amounts)

For The Three Months Ended

For The Six Months Ended

Cost of product revenue

Cost of service revenue

Cost of other revenue

Cost of car-sharing revenue

Depreciation and amortization

Total Cost of Revenues

General and administrative expenses

Other operating expenses

Change in fair value of consideration payable and earn-out liabilities ( 1,273 )

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Total Other Income, Net

Loss Before Income Taxes

Provision for income taxes

Weighted Average Number of Common Shares Outstanding:

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

Condensed Consolidated Statements of Comprehensive Loss

For the Three Months Ended

For the Six Months Ended

Other Comprehensive (Loss) Income:

Foreign currency translation adjustments

Total Comprehensive Loss

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

Condensed Consolidated Statements of Changes in Stockholders' Equity the Three and Six Months Ended June 30, 2026 (in thousands, except for share amounts)

Balance - January 1, 2026

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - March 31, 2026

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - June 30, 2026

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

Condensed Consolidated Statements of Changes in Stockholders' Equity the Three and Six Months Ended June 30, 2025 (in thousands, except for share amounts)

Balance - January 1, 2025

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

Stock-based compensation

Other comprehensive income

Balance - March 31, 2025

Stock-based compensation

Other comprehensive income

Balance - June 30, 2025

11 unchanged paragraphs

and 419 more changes in the filing