Note 21 - Subsequent Events

On July 22, 2026, the Company entered into a Securities Purchase Agreement under which investors agreed to invest $6 million through the purchase of 400,000 shares of the Company’s Series AA Convertible Non - Redeemable Preferred Stock, par value $0.0001 per share (“Series AA Preferred Stock”) for an aggregate purchase price of $2 million (the “Series AA Purchase Price”), and 800,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) for an aggregate purchase price of $4 million (the “Series B Purchase Price”). The transaction creates new preferred stock classes with significant conversion, liquidation, dividend, anti-dilution, and board-designation rights, including the potential for investors to designate a majority of the Board under certain circumstances. The $4 million Series B investment will initially be held in a restricted account and released only after specified conditions, including SEC registration, stockholder approval, and certain stock-price and trading-volume requirements. The agreement also restricts the Company from taking certain financing, debt, corporate-governance, and other actions without investor consent and requires stockholder approval for the issuance of conversion shares and other matters. The Company will enter into registration-rights, voting, and employment agreements, appoint Joseph Risico as a director and Ryan Daiss as President following the Series AA closing, and establish a performance-based equity program for Mr. Daiss. The transaction is also intended to help the Company address Nasdaq listing-compliance deficiencies, while a special committee will evaluate a potential sale of certain operating assets.

On July 27, 2026, the lead investor  delivered a notice of termination (the “Termination Notice”) to the Company terminated the Securities Purchase Agreement entered into on July 22, 2026, under which investors had agreed to purchase the Company’s Series AA and Series B Convertible Preferred Stock. The investor claimed that the Company failed to satisfy certain closing conditions and breached representations and warranties. As a result, the planned financing transactions and related agreements will not proceed unless the parties reach another agreement. The Company disputes the investor’s allegations, and the Company believes it was ready and able to complete the transaction; the Company is evaluating its legal rights and remedies and is also exploring options for its creditors.

On August 6, 2026, the Company received a Nasdaq Staff Determination stating that its common stock would be subject to delisting because the Company failed to regain compliance with Nasdaq’s $50 million minimum market value of listed securities (“MVLS”) requirement by the August 4, 2026 deadline. The Company had previously also been deficient with respect to Nasdaq’s $1.00 minimum bid price requirement and $15 million minimum market value of publicly held shares (“MVPHS”) requirement. The Company regained compliance with the minimum bid price requirement in June 2026, while the MVPHS deficiency remained outstanding. Following receipt of the August 6, 2026 Staff Determination, the Company timely requested a hearing before the Nasdaq Hearings Panel and paid the required $20,000 hearing fee. The hearing request stays the suspension of trading and delisting of the Company’s common stock pending the Hearings Panel’s decision, and the Company’s common stock remains listed on Nasdaq while the appeal is pending. There can be no assurance that the Hearings Panel will determine to continue the listing of the Company’s common stock or that the Company will be able to regain compliance with the applicable Nasdaq listing requirements.

On August 10, 2026, the Company received an additional Nasdaq delisting determination after it failed to regain compliance with the $15 million MVPHS requirement by the August 10, 2026 deadline, in addition to its previously reported failure to satisfy the $50 million MVLS requirement. The Company’s appeal before the Nasdaq Hearings Panel encompasses both the MVLS and MVPHS deficiencies, and the Company’s common stock remains listed on Nasdaq pending the outcome of the appeal. On August 12, 2026, the Company received a Notice of Default and Demand to Assemble Collateral (the “Default Notice”) from counsel to LHT I. According to the Default Notice, the amount due under the Loan Agreement was $1,057,417.37, inclusive of attorneys’ fees and costs. LHT I LLC demanded that the Company surrender the collateral securing the Loan Agreement and indicated that it may pursue foreclosure. The Company expects that any such foreclosure could result in the transfer of a material portion of the Company’s operations and assets.

On August 27, 2026, the Company received a written notification (the “Additional Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) identifying an additional basis for the potential delisting of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq. As set forth in the Additional Staff Determination, the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Delinquent Filing”), and therefore no longer complies with Nasdaq’s Listing Rules for continued listing. Accordingly, Nasdaq determined that this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

On September 10, 2026, the Company issued a $550,000 unsecured convertible promissory note (the “H Capital Note”) to H Capital Ventures Management Consultancies Co. LLC, with H Capital providing $500,000 in cash, reflecting a 10% original issue discount. The note bears 8% annual interest, with the first six months of interest accruing immediately, and matures six months after issuance. H Capital may convert the note into Common Stock of the Company, par value $0.0001 at any time, from time to time. The Conversion Price is equal to the lower of $1.50 per share of Common Stock and 90% of the applicable ten Trading Day volume-weighted average price of the Common Stock (the “VWAP”), subject to a $0.50 floor, (the “Floor Price”).  The note includes beneficial ownership and conversion limitations, customary events of default, and a provision reducing the conversion price to $0.01 per share upon an event of default. The Company may prepay the note at any time.

On September 14, 2026, the Company entered into a legally binding and enforceable Binding Summary of Principal Terms (the “Term Sheet”) with BladeRanger Ltd. and Envoy Technologies, Inc. to acquire 100% of Envoy’s outstanding common stock. BladeRanger holds 100% of Envoy’s outstanding capital stock. Blink Charging Co. holds $12.5 million convertible notes in Envoy that will convert  into 20% of Envoy’s equity prior to closing.   At Closing, the Company will issue shares equal to an aggregate of 10,833,333 shares of Common Stock. The consideration issued at Closing includes 233,543 shares Common Stock to BladeRanger and shares of newly authorized Series C Convertible Preferred Stock, of which 2,166,667 shares will be issued to Blink Charging Co. and 8,433,123 shares will be issued to BladeRanger. The Series C Preferred will have a $6.00 stated value per share and generally will convert one-for-one basis into Common Stock automatically upon stockholder approval, subject to a 19.99% conversion limitation. The Closing of the Acquisition is targeted for October 6, 2026, with definitive agreements expected by September 25, 2026, subject to customary closing conditions and required Israeli and Tel Aviv Stock Exchange approvals.  Stockholder approval will be required under applicable Nasdaq rules, for certain share issuances and the change of control, although such approval is not a condition to Closing and is targeted for January 2027. Following closing, BladeRanger will have the right to designate one director and one executive management member, while the Company will assume approximately $700,000 of certain Envoy vehicle lease obligations. BladeRanger’s shares will be subject to a six-month lock-up and Blink’s shares to a 12-month lock-up.

On September 15, 2026, the Company, See ID, Inc., ShoulderUp Technology Acquisition Corp., and Dot Works, Inc. (collectively, the “Debtors”) entered into a Settlement Agreement with LHT I, LLC (the “Lender”) to resolve the defaults and all outstanding obligations owed to the Lender under the Loan Agreement dated December 4, 2025, which had been assigned to the Lender, and the $500,000 Junior Secured Convertible Promissory Note dated June 23, 2026 (the “Phillips Note”), which was originally issued to Phillips Equities & Trust, LLC, an affiliate of the Lender, and subsequently assigned to LHT I, LLC. Pursuant to the Settlement Agreement, LHT I, LLC will convert $924,616 of outstanding principal, together with $132,169.41 of accrued and unpaid interest and $30,000 of attorneys’ fees and costs, totaling $1,086,785, into 2,815,506 shares of Common Stock at a conversion price of $0.386 per share. In addition, See ID, Inc. and Dot Works, Inc. will transfer certain assets to the Lender in full and complete satisfaction and discharge of all obligations under the $500,000 Phillips Note. Upon issuance of the conversion shares and completion of the asset transfer, all remaining obligations of the Debtors under the Loan Agreement and the Phillips Note will be fully satisfied and canceled, all related liens and security interests will be released, and the Lender will release the Debtors from claims arising under the Loan Agreement.

Also on September 15, 2026, the Company appeared before a Nasdaq Hearings Panel and presented a compliance plan addressing its previously disclosed deficiencies with respect to Nasdaq’s $50 million minimum Market Value of Listed Securities requirement, the $15 million minimum market value of publicly held shares requirement, and the Company’s delinquent Quarterly Report on Form 10-Q for the period ended June 30, 2026. The Company’s Common Stock remains listed on Nasdaq under the symbol “DAIC” pending the outcome of the hearing and issuance of the Hearings Panel’s written decision. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will regain compliance with Nasdaq’s continued listing requirements within any period that may be granted by the Hearings Panel.

Subsequent to June 30, 2026, White Lion Capital exercised approximately $200,000 of warrants, resulting in the issuance of an aggregate of 371,725 shares of the Company’s Common Stock at various exercise prices.