What changed in this filing

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Item 3. Legal Proceedings

2022-03-16 compared with 2021-03-31 · 108 added, 105 removed, 14 unchanged (94% of the section changed)

have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental

to our business.

Certain of the claims that have been made against us allege, among other things, breach of contract or breach

of express and implied warranties with regard to our products.

Although litigation is inherently uncertain, and we believe we

are insured against many such instances, based on past experience and the information currently available, management does not

believe that any currently pending and threatened litigation or claims will have a material adverse effect on our financial position,

liquidity or results of operations.

However, future events or circumstances, currently unknown to management, will determine whether

the resolution of pending or threatened litigation or claims will ultimately have a material effect on our financial position,

liquidity or results of operations in any future reporting periods.

March 26, 2020, James Christodoulou, the former President and Chief Operating Officer of the Company, filed a Complaint in the

Miami-Dade County Court, State of Florida, James Christodoulou vs.

Blink Charging Co.

The Complaint asserts claims against

the Company, as well as Michael Farkas, Aviv Hillo and Yechiel Baron.

Farkas is Chairman of the Board and Chief Executive

Hillo and Baron are the Company’s General Counsel and Assistant General Counsel, respectively.

The Complaint

asserted claims for breach of contract in connection with Mr.

Christodoulou’s termination by the Company in March

2020, as well as claims under Florida state law for alleged retaliatory termination and slander.

Among other things, Mr.

Christodoulou

asserted that the Company terminated his employment without cause and in retaliation for his alleged plan to disclose that

Company executives had engaged in alleged “questionable business practices.”

previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2020, the litigation between

the Company and its former President pending in Miami-Dade County Court, State of Florida, James Christodoulou vs.

Blink Charging

et al., has been settled for an aggregate sum of $400,000, of which $125,000 related to compensation related matters.

result, the Company has recorded a loss on settlement of $400,000 within operating expenses on its consolidated statement of operations

during the year ended December 31, 2020 .

On August 24, 2020, a

purported securities class action lawsuit, captioned Bush v.

have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental to our

Certain of the claims that have been made against us allege, among other things, breach of contract or breach of express and

implied warranties with regard to our products.

Although litigation is inherently uncertain, and we believe we are insured against many

such instances, based on past experience and the information currently available, management does not believe that any currently pending

and threatened litigation or claims will have a material adverse effect on our financial position, liquidity or results of operations.

However, future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened

litigation or claims will ultimately have a material effect on our financial position, liquidity or results of operations in any future

reporting periods.

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

Blink Charging Co.

et al., Case No.

20-cv-23527, was filed in the United

States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman of the Board and

Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

On September 1,

2020, another purported securities class action lawsuit, captioned Vittoria v.

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v.

Blink Charging Co.

et al., Case No.

20-cv-23643, was filed

in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same

alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit

and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the

Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs.

Plaintiffs filed an Amended Complaint on February 19, 2021.

The Amended Complaint alleges, among other things, that the defendants made

false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and 20(a)

of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf of investors

who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

Currently, the deadline for

Blink’s motion to dismiss the Amended Complaint is April 20, 2021;

the deadline for the Co-Lead Plaintiffs to file an opposition

brief in response to the motion to dismiss is June 21, 2021;

and the deadline for Blink to file a reply in support of the motion to dismiss

is July 21, 2021.

On September 15,

2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al., Case

20-19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and Michael Rama (the “Klein Lawsuit”).

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

The Amended Complaint alleges, among other things, that the defendants

made false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and

20(a) of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf

of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021,

Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review.

The Company believes that the claim has no merit, and wholly and completely disputes the allegations therein.

The Company has retained

legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December

31, 2021 as was determined that any such loss contingency was either not probable or estimable.

September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and Michael Rama (the “Klein Lawsuit”).

Blink is named as a nominal defendant.

The Klein Lawsuit

asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class action and,

as a result, the Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste and against

all of the defendants for unjust enrichment.

Klein did not quantify the alleged damages in his complaint, but he seeks damages

sustained by the Company as a result of the defendants’

breaches of fiduciary duties, corporate governance changes, restitution,

and disgorgement of profits from the defendants and attorneys’

fees and other litigation expenses.

The parties agreed to

temporarily stay the Klein Lawsuit until there is a ruling on the yet-to-be-filed motion to dismiss in the consolidated Bush Lawsuit.

The Klein Lawsuit asserts

that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the

Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserts

claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust

Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of

the defendants’ breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants

and attorneys’ fees and other litigation expenses.

The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling

on the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of

December 31, 2021 as was determined that any such loss contingency was either not probable or estimable.

December 22, 2020, JMJ Financial v.

Blink Charging Co.

was filed in the United States District Court for the Southern District

of New York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”).

The complaint

alleges that JMJ Financial purchased warrants to acquire 147,057 shares of Blink common stock on or about April 9, 2018, which

permitted a cashless exercise, and that on November 23, 2020, JMJ Financial delivered a notice of warrant exercise to Blink and

that the Company failed to deliver the shares.

was filed in the United States District Court for the Southern District of New

York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”).

The complaint alleges that

JMJ Financial purchased warrants to acquire 147,057 shares of Blink common stock on or about April 9, 2018, which permitted a cashless

exercise, and that on November 23, 2020, JMJ Financial delivered a notice of warrant exercise to Blink and that the Company failed to

deliver the shares.

The claim alleges breach of contract and conversion;

the plaintiff requests damages

of at least $4.2 million, attorneys’

the plaintiff requests damages of at least $4,200,000, attorneys’

fees, and specific enforcement requiring delivery of the shares.

In January 2021, the

Company entered into a settlement agreement with JMJ under which the parties exchanged releases and the litigation was discontinued

with prejudice.

The Company did not make a cash payment in the settlement, but rather delivered 66,000 shares of stock, representing

a modification of the initial terms of the warrant grant.

In January 2021, the Company entered into a settlement agreement with

JMJ under which the parties exchanged releases and the litigation was discontinued with prejudice.

The Company did not make a cash payment

in the settlement, but rather delivered 66,000 shares of stock, representing a modification of the initial warrant exercise but did not

result in the recognition of any incremental expense.

December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v.

et al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein

Lawsuit and asserting similar claims, as well as additional claims relating to the Company’s nomination, appointment and

hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

On February 17, 2021, the parties agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption

In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No.

al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting

similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women

and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

On February 17, 2021, the parties

agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder

Derivative Litigation, Lead Case No.

2020-019815-CA-01.

The parties also agreed to keep

in place the temporary stay.

The parties also agreed to keep in place the temporary stay.

The court subsequently

vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done.

believes that the claim has no merit, and wholly and completely disputes the allegations therein.

The Company has retained legal counsel

in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2021 as was

determined that any such loss contingency was either not probable or estimable.

February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v.

Buffalino et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue

claims belonging to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as

a nominal defendant.

The Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors

in December 2020 exceeded the amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to

rescind the excess restricted stock awards, as well as other relief.

The parties agreed that the defendants could have 60 days

to respond to the complaint (i.e., until April 22, 2021).

et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging

to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a nominal defendant.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind the excess restricted stock awards,

as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject

to the court’s approval.

On January 25, 2022 the court preliminarily approved the settlement and subsequently scheduled a final

hearing for April 12, 2022.

If the court gives final approval to the settlement, the Company has agreed to make certain changes to its

compensation practices for its directors and officers, including, among other things, eliminating the practice of making cash payments

to directors to cover expected income taxes on stock grants and placing a $200,000 annual limit for two years on the combined stock and

cash Awards to outside directors.

The defendants do not admit any liability or wrongdoing in the settlement and will not make any cash

payment as part of the settlement, but the Company will be responsible for paying the costs to give notice of the settlement to the Company’s

shareholders and to pay $190,000 in attorney’s fees to the plaintiff’s counsel which was accrued for as of December 31, 2021.

February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

et al., Case No.

A-22-847894-C, was filed in the Eighth Judicial District Court in Clark County, Nevada, seeking to pursue claims belonging

to the Company against six of Blink’s directors and Michael Rama (the “McCauley Lawsuit”).

Blink is named as a nominal

The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at

issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment.

The McCauley Lawsuit seeks

both injunctive and monetary relief from the individual defendants, as well as an award of attorneys’ fees and costs.

has not recorded an accrual related to this matter as of December 31, 2021 as was determined that any such loss contingency was either

not probable or estimable.

November 12, 2021, our Board of Directors approved a Confidential Settlement and Release Agreement with Aviv Hillo, our General

In consideration for Mr.

Hillo releasing any and all claims of harassment involving a former executive, we issued

Hillo 60,000 shares of our common stock in full settlement of the matter.

SAFETY DISCLOSURES.

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 3. Legal Proceedings