What changed in this filing

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Item 1A. Risk Factors

2022-03-16 compared with 2021-03-31 · 497 added, 407 removed, 47 unchanged (95% of the section changed)

addition to other information in this Annual Report on Form 10-K and in other filings we make with the Securities and Exchange

Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant

impact on our business, operating results and financial condition.

If any of the following risks occurs, our business,

financial condition, results of operations and future prospects could be materially and adversely affected.

Because of the following

factors, as well as other variables affecting our operating results, past financial performance should not be considered as a

reliable indicator of future performance and stockholders and investors should not use historical trends to anticipate results

or trends in future periods.

addition to other information in this Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission,

the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business,

operating results and financial condition.

If any of the following risks occurs, our business, financial condition, results of operations

and future prospects could be materially and adversely affected.

Because of the following factors, as well as other variables affecting

our operating results, past financial performance should not be considered as a reliable indicator of future performance and stockholders

and investors should not use historical trends to anticipate results or trends in future periods.

to Our Business

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have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future.

incurred net losses of approximately $17.8 million and $9.6 million for the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2020, we had net working capital of approximately $19.6 million and an accumulated deficit of approximately

$187.4 million.

We have not yet achieved profitability.

our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve

profitability and our financial condition could suffer.

net losses of $55.1 million, $17.8 million and $9.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

December 31, 2021, we had net working capital of $176.3 million and an accumulated deficit of $242.5 million.

We have not yet achieved

profitability.

our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability

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 profitability in subsequent periods.

can achieve cash flow levels sufficient to support our operations cannot be accurately predicted.

Unless such cash flow levels

are achieved, 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.

Such additional funding may not be available on commercially reasonable terms, or at all.

revenue growth ultimately depends on consumers’

willingness to adopt electric vehicles in a market which is still in its

early stages.

Even if we achieve

profitability in the future, we may not be able to sustain profitability in subsequent periods.

Whether we can achieve cash flow levels

sufficient to support our operations cannot be accurately predicted.

Unless such cash flow levels are achieved, 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.

Such additional

funding may not be available on commercially reasonable terms, or at all.

revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles in a market which is still in its early

growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs.

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 will be harmed.

The market for alternative fuel vehicles is 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 alternative fuel vehicles, and specifically

EVs, include:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially

if adverse events or accidents occur that are linked to the quality or safety of EVs;

market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition

and operating results will be harmed.

The market for alternative fuel vehicles is 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 alternative fuel vehicles, specifically EVs, include:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse

events or accidents occur that are linked to the quality or safety of EVs;

limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use;

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;

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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

perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

to charging stations, standardization of EV charging systems and consumers’

perceptions about convenience and cost to

charge an EV;

availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased

use of nonpolluting vehicles.

to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge

availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of

nonpolluting vehicles.

influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially

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consumer acceptance of electric and other alternative vehicles is increasing.

To meet higher fuel efficiency and greenhouse gas

emission standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging,

direct injection and higher compression ratios, which require high octane gasoline.

If fuel efficiency of vehicles continues to

rise, and affordability of vehicles using renewable transportation fuels increases, the demand for electric and high energy vehicles

could diminish.

If consumers no longer purchase EVs, it would materially and adversely affect our business, operating results,

financial condition and prospects.

To meet higher fuel efficiency and greenhouse gas emission

standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging, direct injection

and higher compression ratios, which require high octane gasoline.

If fuel efficiency of vehicles continues to rise, and affordability

of vehicles using renewable transportation fuels increases, the demand for electric and high energy vehicles could diminish.

no longer purchase EVs, it would materially and adversely affect our business, operating results, financial condition and prospects.

have global operations and face risks related to health crises that could negatively impact our financial condition.

business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely

affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the pressure

of the coronavirus COVID-19.

A significant component supplier of our Blink IQ 200 charging station is located in Taiwan and it,

in turn, sources assembly parts from China.

A significant outbreak of contagious diseases in the human population could result

in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in

an economic downturn that could affect demand for our electric vehicle supply equipment and related networked services and likely

impact our operating results.

Such events could result in the complete or partial closure of our Taiwan supplier’s manufacturing

facility, the interruption of our distribution system, temporary or long-term disruption in our supply chains from Asia and other

international suppliers, disruptions, or restrictions on our employees to work or travel, delays in the delivery of our

charging stations to customers, and potential claims of exposure to diseases through contact with our charging stations.

impact of an outbreak continues for an extended period, it could materially adversely impact our supply chain, access to capital

and the growth of our revenues.

malware, viruses, hacking, phishing attacks and spamming that could result in security and privacy breaches and interruption in

service could harm our business and our customers.

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services

and operations and loss, misuse or theft of data.

Computer malware, viruses, computer hacking and phishing attacks against online

networking platforms have become more prevalent and may occur on our systems in the future.

Any attempts by hackers to disrupt

our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation

Our network security business disruption insurance may not be sufficient to cover significant expenses and losses related

to direct attacks on our website or internal systems.

Efforts to prevent hackers from entering our computer systems are expensive

to implement and may limit the functionality of our services.

Though it is difficult to determine what, if any, harm may directly

result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of

our products and services and technical infrastructure may harm our reputation, brand and our ability to attract customers.

significant disruption to our website or internal computer systems could result in a loss of customers and could adversely affect

our business and results of operations.

have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due

to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity

If our mobile application is unavailable when customers attempt to access it or it does not load as quickly as they

expect, customers may seek other services.

platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs,

or vulnerabilities.

business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely affected

by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the ongoing presence of the

coronavirus COVID-19 and its variants.

A significant component supplier of our Blink IQ 200 charging station is located in Taiwan and

it, in turn, sources assembly parts from China, which has been particularly impacted.

A significant or prolonged outbreak of contagious

diseases like COVID-19 and its variants in the human population could result in a widespread health crisis that could adversely affect

the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our EV supply equipment

and related networked services and likely impact our operating results.

Such events could result in the complete or partial closure of

our Taiwan supplier’s manufacturing facility, the interruption of our distribution system, temporary or long-term disruption in

our supply chains from Asia and other international suppliers, disruptions, or restrictions on our employees to work or travel, delays

in the delivery of our charging stations to customers, and potential claims of exposure to diseases through contact with our charging

If the impact of an outbreak continues for an extended period, it could materially adversely impact our supply chain, access

to capital and the growth of our revenues.

impact of the military action in Ukraine may affect our current and future operations in the European Union.

current invasion of Ukraine by Russia has escalated tensions among the United States, the North Atlantic Treaty Organization (NATO) and

The United States and other NATO member states, as well as non-member states, have announced new sanctions against Russia and

certain Russian banks, enterprises and individuals.

These and any future additional sanctions and any resulting conflict between Russia,

the United States and NATO countries could have an adverse impact on our current operations in Belgium, Greece and the United Kingdom,

which are NATO members, and could restrict our ability to expand our operations and EV charger sites into other countries in the European

Union in the future.

In addition, we maintain a business relationship with a supplier of certain electronic equipment located in Ukraine,

which will likely be adversely impacted.

We are not currently dependent on this supplier to provide our services as there are multiple

sources of supply available to us.

Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures

by NATO states, the United States and other countries are likely to lead to market disruptions, including significant volatility in commodity

prices, credit and capital markets, as well as supply chain interruptions for equipment.

In light of these events, we are developing

a plan designed to mitigate the impact of this conflict on our business, but it is unclear if it will successfully mitigate all disruptions,

which could have an adverse impact on our operations and financial performance.

rely on a limited number of vendors for our EV charging equipment and related support services.

A loss of any of these partners would

negatively affect our business.

rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which generally singularly sourced

with respect to components as well as aftermarket maintenance and warranty services.

The reliance on a limited number of vendors increases

our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties.

In the event of

production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors,

we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring

material additional costs and substantial delays.

Therefore, our business would be adversely affected if one or more of our vendors is

impacted by any interruption at a particular location.

the demand for public charging increases, the EV charging equipment vendors may not be able to dedicate sufficient supply chain, production,

or sales channel capacity to keep up with the required pace of charging infrastructure expansion.

In addition, as the EV market grows,

the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment

and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers.

If we or our suppliers

experience a significant increase in demand, or if we need to replace an existing supplier, we may not be able to supplement service

or replace them on acceptable terms, which may impact our ability to install chargers in a timely manner.

Thus, a loss of any significant

vendor would have an adverse effect on our business, financial condition and operating results.

may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of products consumed in providing

our services or our cost of labor.

prices we pay for the principal items we consume in performing our services are dependent primarily on current market prices.

consolidated certain supply purchases with national vendors through agreements containing negotiated prospective pricing.

such vendors are not able to comply with their obligations under the agreements and we are required to seek alternative suppliers, we

may incur increased costs of supplies.

chargers are impacted by commodity pricing factors, including the impact of tariffs, which in many cases are unpredictable and outside

of our control.

We seek to pass on to customers such increased costs but sometimes we are unable to do so.

Even when we are able to pass

on such costs to our customers, from time to time, sporadic unanticipated increases in the costs of certain supply items due to market

or economic conditions may result in a timing delay in passing on such increases to our customers.

This type of spike and unanticipated

increase in EV charger costs could adversely affect our operating performance, and the adverse effect could be greater if we are delayed

in passing on such additional costs to our customers (e.g., where we may not be able to pass such increase on to our customers until

the time of our next scheduled service billing review).

We seek to mitigate the impact of an unanticipated increase in such supplies’

costs through consolidation of vendors, which increases our ability to obtain more favorable pricing.

cost of labor may be influenced by factors in certain market areas.

A substantial number of our employees are hourly employees whose

wage rates are affected by increases in the federal or state minimum wage rates, wage inflation or local job market adjustments.

not have a contractual right to automatically pass through all wage rate increases resulting from wage rate inflation or local job market

adjustments, and we may be delayed in doing so.

Our delay in, or inability to pass such wage increases through to our customers could

have a material adverse effect on our financial condition, results of operations, and cash flows.

change may have a long-term impact on our business.

we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are

inherent risks wherever business is conducted.

Access to clean water and reliable energy in the communities where we conduct our business,

whether for our offices or for our vendors, is a priority.

Our major sites in Miami, Florida, Los Angeles, California and Tempe, Arizona

are vulnerable to climate change effects.

For example, in Florida, residents are facing increasing flood risk and storm intensity.

is especially evident in Miami, due to its low-lying topography, porous limestone, dense coastal development and encroaching seas.

California, increasing intensity of drought throughout the state and annual periods of wildfire danger increase the probability of planned

power outages in the communities where we work and live.

While this danger has a low-assessed risk of disrupting normal business operations,

it has the potential impact on employees’ abilities to commute to work or to work from home and stay connected effectively.

Climate-related

events, including the increasing frequency of extreme weather events and their impact on critical infrastructure throughout the United

States and in other countries where we have operations, have the potential to disrupt our business, our third-party suppliers and/or

the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume our

EV charging operations.

malware, viruses, hacking, phishing attacks and spamming that could result in security and privacy breaches and interruption in service

could harm our business and our customers.

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and

operations and loss, misuse or theft of data.

Computer malware, viruses, computer hacking and phishing attacks against online networking

platforms have become more prevalent and may occur on our systems in the future.

Any attempts by hackers to disrupt our website service

or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand.

security business disruption insurance may not be sufficient to cover significant expenses and losses related to direct attacks on our

website or internal systems.

Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the

functionality of our services.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption

or attack, any failure to maintain performance, reliability, security and availability of our products and services and technical infrastructure

may harm our reputation, brand and our ability to attract customers.

Any significant disruption to our website or internal computer systems

could result in a loss of customers and could adversely affect our business and results of operations.

have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety

of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints.

mobile application is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek

other services.

platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or

vulnerabilities.

Some errors in our software code may only be discovered after the code has been deployed.

Any errors, bugs

or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems

within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during

peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which

could adversely affect our business and financial results.

expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid

releases of new features and products.

To the extent that we do not effectively address capacity constraints, upgrade our systems

Any errors, bugs or vulnerabilities

discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period

of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result

in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business and

financial results.

expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases

of new features and products.

To the extent that we do not effectively address capacity constraints, upgrade our systems and equipment

as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology,

our business and operating results may be harmed.

have a disaster recovery program to transition our operating platform and data to a failover location in the event of a catastrophe

and have tested this capability under controlled circumstances.

However, there are several factors ranging from human error to

data corruption that could materially lengthen the time our platform is partially or fully unavailable to our user base as a result

of the transition.

If our platform is unavailable for a significant period of time as a result of such a transition, especially

during peak periods, we could suffer damage to our reputation or brand, or loss of revenues any of which could adversely affect

our business and financial results.

our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and

standards that we do not control.

are dependent on the interoperability of our mobile applications with popular mobile operating systems that we do not control,

such as Google’s Android and iOS, and any changes in such systems that degrade our products’

functionality or give

preferential treatment to competitive products could adversely affect the usage of our applications on mobile devices.

Additionally,

to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies,

systems, networks and standards that we do not control.

We may not be successful in developing relationships with key participants

in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.

If we do not make the necessary investments or upgrades to maintain a network capable

of operating on current and future generations of broadband cellular network technology, namely the 4G and 5G systems, our business and

operating results could be adversely impacted.

have a disaster recovery program to transition our operating platform and data to a failover location in the event of a catastrophe and

have tested this capability under controlled circumstances.

However, there are several factors ranging from human error to data corruption

that could materially lengthen the time our platform is partially or fully unavailable to our user base as a result of the transition.

If our platform is unavailable for a significant period of time as a result of such a transition, especially during peak periods, we

could suffer damage to our reputation or brand, or loss of revenues any of which could adversely affect our business and financial results.

our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards

that we do not control.

are dependent on the interoperability of our mobile applications with popular mobile operating systems that we do not control, such as

Google’s Android and iOS, and any changes in such systems that degrade our products’ functionality or give preferential treatment

to competitive products could adversely affect the usage of our applications on mobile devices.

Additionally, to deliver high quality

mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that

we do not control.

We may not be successful in developing relationships with key participants in the mobile industry or in developing

products that operate effectively with these technologies, systems, networks or standards.

we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position.

The EV industry

is characterized by rapid technological change.

If we are unable to keep up with changes in EV technology, our competitive position

may deteriorate which would materially and adversely affect our business, prospects, operating results and financial condition.

As technologies change, we plan to upgrade or adapt our EV charging stations and Blink Network software in order to continue to

provide EV charging services with the latest technology.

However, due to our limited cash resources, our efforts to do so may

For example, the EV charging network that we acquired from ECOtality was originally funded in part by the U.S.

of Energy, which funding is no longer available to us.

As a result, we may be unable to grow, maintain and enhance the network

of charging stations that we acquired from ECOtality at the same rate and scale as ECOtality did prior to the acquisition or at

levels comparable our current competitors.

Any failure of our charging stations to compete effectively with other manufacturers’

charging stations will harm our business, operating results and prospects.

The EV industry is characterized

by rapid technological change.

If we are unable to keep up with changes in EV technology, our competitive position may deteriorate which

would materially and adversely affect our business, prospects, operating results and financial condition.

As technologies change, we

plan to upgrade or adapt our EV charging stations and Blink Network software in order to continue to provide EV charging services with

the latest technology.

However, due to our limited cash resources, our efforts to do so may be limited.

For example, the EV charging

network that we acquired from Ecotality was originally funded in part by the U.S.

Department of Energy, which funding is no longer available

As a result, we may be unable to grow, maintain and enhance the network of charging stations that we acquired from Ecotality at

the same rate and scale as Ecotality did prior to the acquisition or at levels comparable our current competitors.

Any failure of our

charging stations to compete effectively with other manufacturers’ charging stations will harm our business, operating results

and prospects.

need to manage growth in operations to realize our growth potential and achieve expected revenues;

our failure to manage growth

could disrupt our operations and ultimately prevent us from generating the revenues we expect.

order to take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand

our marketing operations.

This expansion will place a significant strain on our management and our operational, accounting, and

information systems.

We expect that we will need to continue to improve our financial controls, operating procedures and management

information systems.

We will also need to effectively train, motivate and manage our employees.

Our failure to manage our growth

could disrupt our operations and ultimately prevent us from generating the revenues we expect.

order to achieve the above-mentioned targets, the general strategies of our company are to maintain and search for hard-working

employees who have innovative initiatives, as well as to keep a close eye on expansion opportunities through merger and/or acquisition.

growth strategy depends in part on our acquiring businesses and expanding our operations, which we may not be able to do due to

the risks inherent in acquisitions.

our failure to manage growth could

disrupt our operations and ultimately prevent us from generating the revenues we expect.

order to take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand our marketing

This expansion will place a significant strain on our management and our operational, accounting, and information systems.

We expect that we will need to continue to improve our financial controls, operating procedures and management information systems.

will also need to effectively train, motivate and manage our employees.

Our failure to manage our growth could disrupt our operations

and ultimately prevent us from generating the revenues we expect.

order to achieve the above-mentioned targets, the general strategies of our company are to maintain and search for hard-working employees

who have innovative initiatives, as well as to keep a close eye on expansion opportunities through merger and/or acquisition.

growth strategy depends in part on our acquiring businesses and expanding our operations, which we may not be able to do due to the risks

inherent in acquisitions.

may pursue strategic acquisitions in the future.

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

Fully integrating an acquired company or business into our operations may take a significant amount of time.

assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other

strategic transactions.

These risks may prevent us from realizing the expected benefits from acquisitions and could result in

the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets

recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition or multiple acquisitions

within a short period of time.

have limited insurance coverage for various liabilities and damages, including potential injuries, and such insurance coverage

may not be adequate in a catastrophic situation.

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.

We cannot assure you that we will be successful

in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

These risks may prevent

us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic

transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened

if we complete a large acquisition or multiple acquisitions within a short period of time.

have limited insurance coverage for various liabilities and damages, including potential injuries, and such insurance coverage may not

be adequate in a catastrophic situation.

hold employer liability insurance generally covering death or work-related injury of employees.

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insurance covering certain incidents involving third parties that occur on or in the premises of our company.

We do not maintain

business interruption insurance.

Our insurance coverage may be insufficient to cover any claim for product liability, damage to

our fixed assets or employee injuries.

Any liability or damage to, or caused by, our facilities or our personnel beyond our insurance

coverage may result in our incurring substantial costs and a diversion of resources.

We do not maintain business

interruption insurance.

Our insurance coverage may be insufficient to cover any claim for product liability, damage to our fixed assets,

inventory or employee injuries.

Any liability or damage to, or caused by, our facilities or our personnel beyond our insurance coverage

may result in our incurring substantial costs and a diversion of resources.

future success is largely dependent on the performance and continued service of Michael D.

Farkas, our Chairman and Chief Executive

Farkas, our Chairman and Chief Executive Officer.

presently depend to a significant extent upon the experience, abilities and continued services of Michael D.

Farkas, our Chairman

and Chief Executive Officer.

Even with a replacement, the loss of Mr.

Farkas’

services could prove disruptive to

our daily operations, require a disproportionate amount of resources and management attention and could have an adverse

effect on our business, financial condition and results of operations.

Farkas, our Chairman and

Chief Executive Officer.

The loss of Mr.

Farkas’ services could prove disruptive to our daily operations, require a disproportionate

amount of resources and management attention and could have a material and adverse effect on our business, financial condition and results

of operations.

future success also depends on our ability to attract and retain highly qualified personnel.

future success also depends upon our ability to attract and retain highly qualified personnel.

Expansion of our business and the

management and operation of our company will require additional managers and employees with industry experience, and our success

will be highly dependent on our ability to attract and retain skilled management personnel and other employees.

There can be no

assurance that we will be able to attract or retain highly qualified personnel.

As our industry continues to evolve, competition

for skilled personnel with the requisite experience will be significant.

This competition may make it more difficult and expensive

to attract, hire and retain qualified managers and employees.

are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with many

of our competitors which are larger and have greater financial resources.

Expansion of our business and the management

and operation of our company will require additional managers and employees with industry experience, and our success will be highly

dependent on our ability to attract and retain skilled management personnel and other employees.

There can be no assurance that we will

be able to attract or retain highly qualified personnel.

As our industry continues to evolve, competition for skilled personnel with

the requisite experience will be significant.

This competition may make it more difficult and expensive to attract, hire and retain qualified

managers and employees.

are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with many of

our competitors which are larger and have greater financial resources.

face strong competition from competitors in the EV charging services industry, including competitors who could duplicate our model.

Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities

In addition, there are very few barriers to entry into the market for our services.

There can be no assurance, therefore,

that any of our current and future competitors, many of whom may have far greater resources, will not independently develop services

that are substantially equivalent or superior to our services.

Therefore, an investment in our company is very risky and speculative

due to the competitive environment in which we may operate.

competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such

as technical qualifications, past contract performance, geographic presence and driver price.

Further, many of our competitors

may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies,

divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

In the event that the market for EV charging stations expands, we expect that competition will intensify as additional competitors

enter the market and current competitors expand their product lines.

In order to secure contracts successfully when competing

with larger, well-financed companies, we may be forced to agree to contractual terms that provide for lower aggregate payments

to us over the life of the contract, which could adversely affect our margins.

Our failure to compete effectively with respect

to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating

of these competitors may have substantially greater financial, marketing and development resources and other capabilities than us.

addition, there are very few barriers to entry into the market for our services.

There can be no assurance, therefore, that any of our

current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially

equivalent or superior to our services.

Therefore, an investment in our company is very risky and speculative due to the competitive

environment in which we may operate.

competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as

technical qualifications, past contract performance, geographic presence and driver price.

Further, many of our competitors may be able

to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from

us by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

In the event that the market

for EV charging stations expands, we expect that competition will intensify as additional competitors enter the market and current competitors

expand their product lines.

In order to secure contracts successfully when competing with larger, well-financed companies, we may be

forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely

affect our margins.

Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect

on our business, prospects, financial condition or operating results.

have experienced significant customer concentration in recent periods, and our revenue levels would likely decline if any significant

customer failed to purchase product from us at anticipated levels or auto manufacturers do not extend driver incentive

are subject to customer concentration risk because of our reliance on a relatively small number of customers for a significant

portion of our revenues.

The relative magnitude and the mix of revenue from our largest customers have significantly varied

quarter to quarter.

During the year ended December 31, 2020, sales to a significant customer represented 25% and 34% of total

revenue and product sales, respectively;

sales to another significant customer represented 11% and 15% of total revenue and product

sales, respectively;

and sales to another significant customer represented 12% of product sales.

These customers are not contractually

bound to purchase products from us on a long-term basis.

The loss of these customers or their reduction in business would likely

cause our revenues to decline.

a third party asserts that we are infringing upon its intellectual property rights, whether successful or not, it could subject

us to costly and time-consuming litigation or expensive licenses, and our business may be harmed.

customer failed to purchase product from us at anticipated levels or auto manufacturers do not extend driver incentive programs.

of December 31, 2021, accounts receivable from a significant customer were approximately 18%

of total accounts receivable.

During the year ended December 31, 2021, sales to a significant

customer represented 12% of total revenue.

During the year ended December 31, 2020, sales to a

significant customer represented 25% of total revenue.

During the year ended December 31, 2020, sales to another significant customer

represented 11% of total revenue.

During the year ended December 31, 2019, sales to a significant customer represented 11% of product

a third party asserts that we are infringing upon its intellectual property rights, whether successful or not, it could subject us to

costly and time-consuming litigation or expensive licenses, and our business may be harmed.

EV and EV charging industries are characterized by the existence of many patents, copyrights, trademarks and trade secrets.

As we face increasing competition, the possibility of intellectual property rights claims against us grows.

Our technologies may

not be able to withstand any third-party claims or rights against their use.

Additionally, although we have acquired from other

companies’

proprietary technology covered by patents, we cannot be certain that any such patents will not be challenged,

invalidated or circumvented.

Intellectual property infringement claims against us could harm our relationships with our customers,

may deter future customers from subscribing to our services or could expose us to litigation with respect to these claims.

if we are not a party to any litigation involving a customer and third party, an adverse outcome in any such litigation could

make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are a named party.

increasing competition, the possibility of intellectual property rights claims against us grows.

Our technologies may not be able to

withstand any third-party claims or rights against their use.

Additionally, although we have acquired from other companies’ proprietary

technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented.

property infringement claims against us could harm our relationships with our customers, may deter future customers from subscribing

to our services or could expose us to litigation with respect to these claims.

Even if we are not a party to any litigation involving

a customer and third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual

property in any subsequent litigation in which we are a named party.

Any of these results could harm our brand and operating results.

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or settle and could divert management resources and attention.

An adverse determination also could prevent us from offering our

services to our customers and may require that we procure or develop substitute services that do not infringe.

respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology

found to be in violation of a third party’s rights.

We may have to seek a license for the technology, which may not be available

on reasonable terms, may significantly increase our operating expenses or require us to restrict our business activities in one

or more respects.

The technology also may not be available for license to us at all.

As a result, we may also be required to develop

alternative non-infringing technology, which could require significant effort and expense.

success of our business depends in large part on our ability to protect our proprietary information and technology and enforce

our intellectual property rights against third parties.

rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures

and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection.

cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives

us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented.

Our currently issued patents and any patents that may issue in the future with respect to pending or future patent applications

may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged infringers.

we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications

or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights.

endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit

access to and disclosure of our proprietary information.

We cannot be certain that the steps we have taken will prevent unauthorized

use of our technology or the reverse engineering of our technology.

Moreover, others may independently develop technologies that

are competitive to ours or infringe our intellectual property.

The enforcement of our intellectual property rights also depends

on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when

our rights have been infringed.

effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which

our services are available over the Internet.

In addition, the legal standards relating to the validity, enforceability and scope

of protection of intellectual property rights in EV-related industries are uncertain and still evolving.

to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive

business is subject to a variety of federal, state and international laws and regulations, including those with respect 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.

If we fail to comply with these applicable laws or regulations, we could be subject to

significant liabilities which could adversely affect our business.

An adverse determination also could prevent us from offering our services

to our customers and may require that we procure or develop substitute services that do not infringe.

respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found

to be in violation of a third party’s rights.

We may have to seek a license for the technology, which may not be available on reasonable

terms, may significantly increase our operating expenses or require us to restrict our business activities in one or more respects.

technology also may not be available for license to us at all.

As a result, we may also be required to develop alternative non-infringing

technology, which could require significant effort and expense.

success of our business depends in large part on our ability to protect our proprietary information and technology and enforce our intellectual

property rights against third parties.

rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and

contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection.

We cannot assure

you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that

we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented.

Our currently issued

patents and any patents that may issue in the future with respect to pending or future patent applications may not provide sufficiently

broad protection or they may not prove to be enforceable in actions against alleged infringers.

Also, we cannot assure you that any future

service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be

enforceable or provide adequate protection of our proprietary rights.

endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access

to and disclosure of our proprietary information.

We cannot be certain that the steps we have taken will prevent unauthorized use of

our technology or the reverse engineering of our technology.

Moreover, others may independently develop technologies that are competitive

to ours or infringe our intellectual property.

The enforcement of our intellectual property rights also depends on our legal actions

against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.

effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services

are available over the Internet.

In addition, the legal standards relating to the validity, enforceability and scope of protection of

intellectual property rights in EV-related industries are uncertain and still evolving.

to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive strengths.

business is subject to a variety of federal, state and international laws and regulations, including those with respect 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.

and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our

are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems.

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affect our business.

are a number of significant matters under review and discussion with respect to government regulations which may affect business

and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations.

have identified material weaknesses in our internal control over financial reporting and failure to maintain effective internal

controls could cause our stockholders and investors to lose confidence in us and adversely affect the market price of our common

identified certain material weaknesses in our internal controls related to (i) not maintaining effective controls over the management

of logical and administrative access.

Specifically, effective controls were not in place to ensure that only authorized individuals

with adequate segregation of duties are permitted access to IT systems, resources and facilities or to administer IT applications,

and (ii) we were not able to complete the operational effectiveness of some of the controls due to the timing of the remediation

we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report

our financial results or prevent fraud.

As a result, stockholders and investors could lose confidence in our financial and other

public reporting, which would harm our business and the trading price of our shares.

See Item 9A –

Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting for further information on material weaknesses.

our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results

of operations could be adversely affected.

are a number of significant matters under review and discussion with respect to government regulations which may affect business and/or

harm our customers, and thereby adversely affect our business, financial condition and results of operations.

maintain effective internal control over financial reporting could have a material adverse effect on our ability to report our financial

results on a timely and accurate basis.

We identified certain design deficiencies in our management and analytical

review controls associated with the financial close, revenue and inventory processes.

These deficiencies, individually or in the aggregate,

combined with inadequate compensating controls, created a reasonable possibility that a material misstatement to the consolidated financial

statements might not be prevented or detected on a timely basis.

We expect to remediate these control deficiencies during 2022.

failure to maintain appropriate

and effective internal controls over our financial reporting could result in misstatements in our financial statements and potentially

subject us to sanctions or investigations by the SEC or other regulatory authorities and could cause us to delay the filing of required

reports with the SEC and our reporting of financial results.

Any of these events could result in a decline in the market price of our

common stock.

Although we have taken steps to maintain our internal control structure as required, we cannot guarantee that a control

deficiency will not result in a misstatement in the future.

Item 9A – Controls

and Procedures – Management’s Annual Report on Internal Control over Financial Reporting for further information on material

our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of

operations could be adversely affected.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the amounts reported in the consolidated financial statements and accompanying notes.

We base our estimates on historical experience

and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,”

included elsewhere in this Annual Report and

in our consolidated financial statements included herein.

The results of these estimates form the basis for making judgments about

the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from

other sources.

Significant assumptions and estimates used in preparing our consolidated financial statements include those related

to revenue recognition, allowance for doubtful accounts, inventory reserves, impairment of goodwill, indefinite-lived and long-lived

assets, pension and other post-retirement benefits, product warranty, valuation allowances for deferred tax assets, valuation

of common stock warrants, and share-based compensation.

Our financial condition and results of operations may be adversely affected

if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations

to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

GAAP requires management to make estimates and assumptions that affect the

amounts reported in the consolidated financial statements and accompanying notes.

We base our estimates on historical experience and

on various other assumptions that we believe to be reasonable under the circumstances, as discussed under “Management’s Discussion

and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Annual Report and in our consolidated

financial statements included herein.

The results of these estimates form the basis for making judgments about the carrying values of

assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance

for doubtful accounts, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, pension and other post-retirement

benefits, product warranty, valuation allowances for deferred tax assets, valuation of common stock warrants, and share-based compensation.

Our financial condition and results of operations may be adversely affected if our assumptions change or if actual circumstances differ

from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and

investors, resulting in a decline in the price of our common stock.

Associated with Our Securities

common stock price has fluctuated considerably and has recently reached our highest price levels, which may not be sustained.

market price of shares of our common stock has fluctuated substantially in recent years and is likely to fluctuate significantly

from its current level.

During the 52-week period prior to the filing of this Annual Report, for example, the market price of

our shares has ranged from a low of $1.25 per share to a recent high of $64.50 per share.

Future announcements concerning the

introduction of new products, services or technologies or changes in product pricing policies by us or our competitors or changes

in earnings estimates by analysts, among other factors, could cause the market price of our common stock to fluctuate substantially.

Also, stock markets have experienced extreme price and volume volatility in the last year.

This volatility has had a substantial

effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance

of the specific companies.

These broad market fluctuations may also cause declines in the market price of our common stock.

seeking short-term liquidity should be aware that we cannot assure that the stock price will continue at these or any higher levels.

possible “short squeeze”

due to a sudden increase in demand of our common stock that largely exceeds supply may lead

to further price volatility in our common stock.

may purchase shares of our common stock to hedge existing exposure in our common stock or to speculate on the price of our common

common stock price has fluctuated in recent years and is likely to fluctuate significantly from its current level.

market price of shares of our common stock has fluctuated substantially in recent years and is likely to fluctuate significantly from

its current level.

During the 52-week period prior to the filing of this Annual Report, for example, the market closing price of our

shares has ranged from a low of $17.93 per share to a high of $49.00 per share.

Future announcements concerning the introduction of new

products, services or technologies or changes in product pricing policies by us or our competitors or changes in earnings estimates by

analysts, among other factors, could cause the market price of our common stock to fluctuate substantially.

Also, stock markets have

experienced extreme price and volume volatility in the last year.

This volatility has had a substantial effect on the market prices of

securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies.

market fluctuations may also cause declines in the market price of our common stock.

Investors seeking short-term liquidity should be

aware that we cannot assure that the stock price will continue at these or any higher levels.

possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further

price volatility in our common stock.

may purchase shares of our common stock to hedge existing exposure in our common stock or to speculate on the price of our common stock.

Speculation on the price of our common stock may involve long and short exposures.

To the extent aggregate short exposure

exceeds the number of shares of our common stock available for purchase in the open market, investors with short exposure may

have to pay a premium to repurchase our common stock for delivery to lenders of our common stock.

Those repurchases may in turn,

dramatically increase the price of our common stock until investors with short exposure are able to purchase additional shares

of common stock to cover their short position.

This is often referred to as a “short squeeze.”

A short squeeze could

lead to volatile price movements in shares of our common stock that are not directly correlated to the performance or prospects

of our company and once investors purchase the shares necessary to cover their short position the price of our common stock may

We believe that the recent volatility in our common stock may be due, in part, to short squeezes that may be temporarily

increasing the price of our common stock, which could result in a loss of some or all of your investment in our common stock.

have a significant number of shares of common stock issuable upon exercise or conversion of outstanding warrants, convertible

preferred stock and stock options, and the issuance of such shares could have a significant dilutive impact on our stockholders.

of March 29, 2021, we had outstanding warrants to purchase 3,446,466 shares of common stock, and outstanding stock options to

purchase 650,487 shares of common stock.

In addition, our Articles of Incorporation permit us to issue up to approximately 500

million additional shares of common stock.

Thus, we have the ability to issue a substantial number of additional shares of common

stock in the future, which would dilute the percentage ownership held by existing stockholders.

of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to

If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price

of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and

sellers remain willing to sell the shares.

executive officers and directors, including our Chairman and Chief Executive Officer and his affiliates, possess significant voting

power with respect to our common stock, which will limit your influence on corporate matters.

of March 29, 2021, our directors and executive officers collectively beneficially owned approximately 17% of our outstanding

shares of common stock, including the beneficial ownership of Michael D.

Farkas and his affiliates of approximately 16% of our

outstanding shares of common stock.

a result, our insiders have the ability to significantly influence our management and affairs through the election and removal

of our Board and all other matters requiring stockholder approval, including any future merger, consolidation or sale of all or

substantially all of our assets.

This concentrated voting power could discourage others from initiating any potential merger,

takeover or other change-of-control transaction that may otherwise be beneficial to our stockholders.

Further, this concentrated

control will limit the practical effect of your influence over our business and affairs, through any stockholder vote or otherwise.

Any of these effects could depress the price of our common stock.

Articles of Incorporation grant our board the power to issue additional shares of common and preferred stock and to designate

additional series of preferred stock, all without stockholder approval.

To the extent aggregate short exposure exceeds the

number of shares of our common stock available for purchase in the open market, investors with short exposure may have to pay a premium

to repurchase our common stock for delivery to lenders of our common stock.

Those repurchases may in turn, dramatically increase the

price of our common stock until investors with short exposure are able to purchase additional shares of common stock to cover their short

This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in shares

of our common stock that are not directly correlated to the performance or prospects of our company and once investors purchase the shares

necessary to cover their short position the price of our common stock may decline.

We believe that the recent volatility in our common

stock may be due, in part, to short squeezes that may be temporarily increasing the price of our common stock, which could result in

a loss of some or all of your investment in our common stock.

have a significant number of shares of common stock issuable upon exercise or conversion of outstanding warrants, convertible preferred

stock and stock options, and the issuance of such shares could have a significant dilutive impact on our stockholders.

of March 10, 2022, we had outstanding warrants to purchase 3,264,641 shares of common stock, and outstanding stock options

to purchase 977,473 shares of common stock.

In addition, our Articles of Incorporation permit us to issue up to approximately 400 million

additional shares of common stock.

Thus, we have the ability to issue a substantial number of additional shares of common stock in the

future, which would dilute the percentage ownership held by existing stockholders.

of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to decline.

If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock

may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to

sell the shares.

executive officers and directors, including our Chairman and Chief Executive Officer and his affiliates, possess significant voting power

with respect to our common stock, which will limit your influence on corporate matters.

of March 10, 2022, our directors and executive officers collectively beneficially owned approximately 16% of our outstanding shares

of common stock, including the beneficial ownership of Michael D.

Farkas and his affiliates of approximately 15% of our outstanding shares

of common stock.

a result, our insiders have the ability to significantly influence our management and affairs through the election and removal of our

Board and all other matters requiring stockholder approval, including any future merger, consolidation or sale of all or substantially

all of our assets.

This concentrated voting power could discourage others from initiating any potential merger, takeover or other change-of-control

transaction that may otherwise be beneficial to our stockholders.

Further, this concentrated control will limit the practical effect

of your influence over our business and affairs, through any stockholder vote or otherwise.

Any of these effects could depress the price

of our common stock.

Articles of Incorporation grant our board the power to issue additional shares of common and preferred stock and to designate additional

series of preferred stock, all without stockholder approval.

are authorized to issue 540,000,000 shares of capital stock, of which, 40,000,000 shares are authorized as preferred stock.

Board, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate

and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided

it is consistent with Nevada law.

rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common

The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights

appurtenant to shares of our common stock.

Further, any issuances of additional stock (common or preferred) will dilute the percentage

of ownership interest of then-current holders of our capital stock and may dilute our book value per share.

provisions of our corporate governing documents and Nevada law could discourage, delay or prevent a merger or acquisition at a

premium price.

provisions of our organizational documents and Nevada law could discourage potential acquisition proposals, delay or prevent a

change in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common

For example, our Articles of Incorporation and Bylaws permit us to issue, without any further vote or action by the stockholders,

up to 40,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares

constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences

and relative, participating, optional, and other special rights, if any, and any qualifications, limitations or restrictions of

the shares of the series.

securities or industry analysts do not publish research or reports about our business or publish inaccurate or unfavorable research

reports about our business, our share price and trading volume could decline.

trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts

publish about us or our business.

without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and

establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent

with Nevada law.

rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock.

The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to

shares of our common stock.

Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership

interest of then-current holders of our capital stock and may dilute our book value per share.

provisions of our corporate governing documents and Nevada law could discourage, delay or prevent a merger or acquisition at a premium

provisions of our organizational documents and Nevada law could discourage potential acquisition proposals, delay or prevent a change

in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common stock.

example, our Articles of Incorporation and Bylaws permit us to issue, without any further vote or action by stockholders, up to 40,000,000

shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series

and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating,

optional, and other special rights, if any, and any qualifications, limitations or restrictions of the shares of the series.

securities or industry analysts do not publish research or reports about our business or publish inaccurate or unfavorable research reports

about our business, our share price and trading volume could decline.

trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish

about us or our business.

We do not have any control over these analysts.

If one or more of the analysts who cover us

from time to time should downgrade our shares or change their opinion of our business prospects, our share price would likely

If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could

lose visibility in the financial markets, which could cause our share price or trading volume to decline.

do not intend to pay cash dividends on our common stock for the foreseeable future, and you must rely on increases in the market

prices of our common stock for returns on your investment.

the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not

anticipate paying any cash dividends on our common stock.

Accordingly, stockholders and investors must be prepared to rely on

sales of their common stock after price appreciation to earn an investment return, which may never occur.

Stockholders and investors

seeking cash dividends should not purchase our common stock.

Any determination to pay dividends in the future will be made at

the discretion of our Board and will depend on our results of operations, financial condition, contractual restrictions, restrictions

imposed by applicable law and other factors the Board deems relevant.

If one or more of the analysts who cover us from time to time

should downgrade our shares or change their opinion of our business prospects, our share price would likely decline.

If one or more of

these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial

markets, which could cause our share price or trading volume to decline.

do not intend to pay cash dividends on our common stock for the foreseeable future, and you must rely on increases in the market price

of our common stock for returns on your investment.

the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate

paying any cash dividends on our common stock.

Accordingly, stockholders and investors must be prepared to rely on sales of their common

stock after price appreciation to earn an investment return, which may never occur.

Stockholders and investors seeking cash dividends

should not purchase our common stock.

Any determination to pay dividends in the future will be made at the discretion of our Board and

will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other

factors the Board deems relevant.

business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value

of our securities.

may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise attempt to effect changes and assert

influence on our Board of Directors and management.

Activist campaigns that contest or conflict with our strategic direction or seek

changes in the composition of our Board of Directors could have an adverse effect on our operating results and financial condition.

proxy contest would require us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated

costs and require significant time and attention by our Board of Directors and management, diverting their attention from the pursuit

of our business strategy.

Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy,

or changes to the composition of our Board of Directors or senior management team arising from a proxy contest could lead to the perception

of a change in the direction of our business or instability which may result in the loss of potential business opportunities, make it

more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners,

any of which could adversely affect our business and operating results.

If individuals are ultimately elected to our Board of Directors

with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value

for our shareholders.

We may choose to initiate, or may become subject to, litigation as a result of a proxy contest or matters arising

from a proxy contest, which would serve as a further distraction to our Board of Directors and management and would require us to incur

significant additional costs.

In addition, actions such as those described above could cause significant fluctuations in our stock price

based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and

prospects of our business.

STAFF COMMENTS.

information is not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors