What changed in this filing

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Item 1. Financial Statements

2022-05-10 compared with 2021-11-12 · 354 added, 660 removed, 250 unchanged (80% of the section changed)

3 unchanged sentences

Current Assets:

receivable and other receivables, net

expenses and other current assets

Current Assets

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total Current Assets

Restricted cash

Property and equipment, net

Operating lease right-of-use

Operating lease right-of-use asset

Intangible assets, net

and Stockholders’ Equity

Current Liabilities:

expenses and other current liabilities

portion of notes payable

portion of operating lease liabilities

portion of deferred revenue

Liabilities and Stockholders’ Equity

Current Liabilities:

Operating lease liabilities,

non-current portion

Accounts payable

Accrued expenses and other current liabilities

Current portion of notes payable

Current portion of operating lease liabilities

Current portion of deferred revenue

Total Current Liabilities

Operating lease liabilities, non-current portion

Other liabilities

Notes payable, non-current

Deferred revenue, non-current

Series B Convertible Preferred Stock, 10,000 shares

designated, 0 issued and outstanding as of September 30, 2021 and December 31, 2020

Commitments and contingencies

Stockholders’ Equity:

Preferred stock, $ 0.001

par value, 40,000,000 shares authorized;

Series A Convertible Preferred

Stock, 20,000,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020

Series C Convertible Preferred

Stock, 250,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020

Series D Convertible Preferred

Stock, 13,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020

Preferred stock, $ 0.001

par value, 40,000,000 shares authorized;

Common stock, $ 0.001 par

value, 500,000,000 shares authorized, 42,199,744 and 35,951,097 shares issued and outstanding as of September 30, 2021 and December

31, 2020, respectively

paid-in capital

other comprehensive loss

Deferred revenue, non-current portion

Total Liabilities

Commitments and contingencies (Note 7)

Stockholders’ Equity:

Liabilities and Stockholders’ Equity

Common stock, $ 0.001

par value, 500,000,000 shares

authorized, 42,584,822 and

42,423,514 shares issued and outstanding

as of March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

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thousands except for share and per share amounts)

The Three Months Ended

The Nine Months Ended

service revenue - company-owned charging stations

of product sales

of charging services - company-owned charging stations

provider fees

and repairs and maintenance

and amortization

For The Three Months Ended

Product sales

Charging service revenue - company-owned charging stations

Grant and rebate

Ride-sharing services

Total Revenues

Cost of Revenues:

and administrative expenses

operating expenses

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Ride-sharing services

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

From Operations

(Expense) Income:

(expense) income

on settlement

Dividend and interest income

on foreign exchange

on forgiveness of PPP loan

on settlement of accounts payable, net

in fair value of derivative and other accrued liabilities

(expense) income, net

General and administrative expenses

Other operating expenses

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Loss Per Share:

Average Number of

Shares Outstanding:

Interest income

Foreign transaction gain

Change in fair value of derivative and other accrued liabilities

Other expense, net

Total Other (Expense) Income

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

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

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Consolidated Statements of Comprehensive Loss

The Three Months Ended

The Nine Months Ended

Comprehensive Income (Loss):

Reclassification

adjustments of gain on sale of marketable securities included in net loss

translation adjustments

in fair value of marketable securities

For the Three Months Ended

Other Comprehensive Loss:

Cumulative translation adjustments

Change in fair value of marketable securities

Total Comprehensive Loss

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Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2021

the Three Months Ended March 31, 2022

thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

January 1, 2021

Balance - January 1, 2022

$ ( 242,470 )

Common stock issued in public

offering, net of issuance costs [1]

Issuance costs related to

common stock issued in public offering

Common stock issued pursuant

to cashless option exercise

Common stock issued pursuant

to cashless option exercise , shares

Common stock issued upon exercise

Common stock issued as purchase

consideration of Blue Corner

Common stock issued as purchase

consideration of Blue Corner , shares

Common stock issued upon cashless

option exercise

Common stock issued upon cashless

warrant exercise

Common stock issued as consideration

for property and equipment

Common stock issued upon exercises of warrants

Stock-based compensation

Common stock issued upon conversion

of Series D convertible preferred stock

Common stock issued upon conversion

of Series D convertible preferred stock , shares

Options issued in satisfaction

of accrued issuable equity

Other comprehensive loss

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$ ( 257,613 )

Issuance costs related to

common stock issued in public offering

Common stock issued pursuant

to cashless option exercise

Common stock issued upon exercise

Common stock issued as purchase

consideration of Blue Corner

Stock-based compensation

Other comprehensive loss

Balance - June 30, 2021

$ ( 208,175 )

Common stock issued upon exercise

Stock-based compensation

Other comprehensive loss

- September 30, 2021

$ ( 223,496 )

Includes gross proceeds of $ 232,060 , less issuance costs of

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

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Consolidated Statement of Changes in Stockholders’ Equity

the Nine Months Ended September 30, 2020

the Three Months Ended March 31, 2021

thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

January 1, 2020

$ ( 169,505 )

Stock-based compensation

Common stock issued upon conversion

of Series D convertible preferred stock

Other comprehensive loss

Balance - March 31, 2020

$ ( 172,466 )

Common stock issued in public

Stock-based compensation

Other comprehensive income

Balance - June 30, 2020

Balance - January 1, 2021

$ ( 187,351 )

Balance June 30, 2020

Beginning balance

$ ( 187,351 )

Common stock issued in public

Common stock issued upon exercise

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

Common stock issued upon exercise of warrants

Common stock issued upon cashless option exercise

Common stock issued upon cashless warrant exercise

Common stock issued as consideration for property and equipment

Stock-based compensation

Options issued in satisfaction

of accrued issuable equity

Other comprehensive loss

Balance - September 30,

Balance - March 31, 2021

$ ( 194,716 )

Balance September 30, 2020

Ending balance

$ ( 194,716 )

Includes gross proceeds of $ 3,999 , less issuance costs of $ 241 .

Includes gross proceeds of $ 14,954 , less issuance costs of

As of September 30, 2020, $ 419 of net proceeds had not been received by the Company and was included as a subscription receivable.

[1] Includes gross

proceeds of $ 232,060 ,

less issuance costs of $ 10,654 .

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

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

The Nine Months Ended

Statements of Cash Flows

The Three Months Ended

Flows From Operating Activities:

to reconcile net loss to net cash used in operating activities:

to reconcile net loss to net cash used

in operating activities:

and amortization

Non-cash lease expense

and interest income

lease expense

in fair value of derivative and other accrued liabilities

disposal of fixed assets

interest converted to notes payable

for slow moving and obsolete inventory

settlement of debt

settlement of accounts payable, net

compensation:

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Flows From Investing Activities:

from sale of marketable securities

of marketable securities

Capitalization

of engineering costs paid

Cash acquired

in the purchase of Blue Corner

consideration of Blue Corner

Cash acquired in the purchase of BlueLA Carsharing, LLC

of property and equipment

Cash (Used In) Provided By Investing Activities

Cash Used In Investing Activities

Flows From Financing Activities:

from sale of common stock in public offering [1]

from issuance of notes payable

Proceeds from exercise of

from exercise of options and warrants

of financing liability in connection with internal use software

Cash Provided By Financing Activities

of Exchange Rate Changes on Cash

Increase In Cash

and Restricted Cash - Beginning of Period

and Restricted Cash - End of Period

Cash and restricted cash consisted

of the following:

the nine months ended September 30, 2021, includes gross proceeds of $ 232,060 , less issuance costs of $ 10,727 .

For the nine months

ended September 30, 2020, includes gross proceeds of $ 18,521 , less issuance costs of $ 685 .

Cash (Used In) Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Period

and Cash Equivalents and Restricted Cash - End of Period

and cash equivalents and restricted cash consisted of the following:

and cash equivalents

Total Cash and cash equivalents and restricted cash

[1] Includes gross

proceeds of $ 232,060 ,

less issuance costs of $ 10,654 .

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

AND SUBSIDIARIES

Consolidated Statements of Cash Flows — Continued

The Nine Months Ended

Statements of Cash Flows — Continued

The Three Months Ended

Disclosures of Cash Flow Information:

during the period for:

paid during the period for:

investing and financing activities:

of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid

Capitalization

of non-recurring engineering costs

stock issued as consideration for property and equipment

stock issued as purchase consideration of Blue Corner

issued in satisfaction of accrued issuable equity

stock issued upon cashless option exercise

stock issued upon cashless warrant exercise

expense converted into principal

(excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC

assets obtained in exchange for lease obligations

in fair value of marketable securities

receivable, net of issuance costs of $ 19

assets obtained in exchange for financing liability

of inventory to property and equipment

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thousands except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND RISKS AND UNCERTAINTIES

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

and Operations

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location, availability and fees.

Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA

Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

of Presentation

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items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of

September 30, 2021 and for the three and nine months then ended.

The results of operations for the three and nine months ended September

30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period.

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and related disclosures of the Company as of December 31, 2020 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on March 31, 2021 as part of the Company’s Annual Report on Form 10-K for the year ended

December 31, 2020.

March 31, 2022 and for the three months then ended.

The results of operations for the three months ended March 31, 2022 are not necessarily

indicative of the operating results for the full year ending December 31, 2021 or any other period.

These unaudited condensed consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the

Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 16, 2022 as part of the Company’s Annual Report on Form 10-K.

and Uncertainties

pandemic has impacted global stock markets and economies.

The Company continues to closely monitor the impact of the ongoing

presence of Covid-19 and multiple Covid-19 variants.

The Company has taken precautions to ensure the safety of its employees,

Covid-19 pandemic has impacted global stock markets and economies.

The Company closely monitors the impact of the continuing presence

of Covid-19 and multiple Covid-19 variants.

The Company has taken and continues to take precautions to ensure the safety of its employees,

customers and business partners, while assuring business continuity and reliable service and support to its customers.

continues to receive orders for its products, although some shipments of equipment have been temporarily delayed.

The global chip

shortage and supply chain disruptions has caused some delays in the delivery of equipment orders from the Company’s contract

manufacturer.

As federal, state and local economies begin to return to pre-pandemic levels and with vaccines being administered, the

Company expects demand for charging station usage to increase;

however, the Company is unable to predict the extent of such recovery

due to the uncertainty of Covid-19 in certain areas.

As a result, the Company is unable to predict the ultimate impact that

equipment order delays, chip shortages and the ongoing presence of Covid-19 will have on its business, future results of operations,

The Company continues

to receive orders for its products, although some shipments of equipment have been temporarily delayed.

The global chip shortage and

supply chain disruption has caused some delays in equipment orders from its contract manufacturer.

As federal, state and local economies

begin to return to pre-pandemic levels, the Company expects demand for charging station usage to increase, however, the Company is unable

to predict the extent of such recovery due to the uncertainty of Covid-19.

As a result, the Company is unable to predict the ultimate

impact of equipment order delays, chip shortage and continuous presence of Covid-19 will have on its business, future results of operations,

financial position, or cash flows.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

the period covered by the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, there have been no material

changes to the Company’s significant accounting policies, except as disclosed in this Note 2.

Available-for-sale

debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component

of other comprehensive income (loss).

Realized gains and losses and charges for other-than-temporary impairments are included in determining

net income, with related purchase costs based on the first-in, first-out method.

The Company evaluates its available-for-sale-investments

for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s

fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and

intent to hold the investment for sufficient time for its market value to recover.

For impairments that are other-than-temporary, an

impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance

sheet date of the reporting period for which the assessment is made.

The fair value of the investment then becomes the new amortized

cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.

following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2021:

OF UNREALIZED GAINS, LOSSES ON INVESTMENT

Unrealized Gains

Unrealized Losses

the Annual Report for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting

policies, except as disclosed in this note.

CURRENCY TRANSLATION

The Company’s reporting currency is the

United States dollar.

The functional currency of certain subsidiaries is the Euro.

Assets and liabilities are translated based on the

exchange rates at the balance sheet date ( 1.1589 ) as of September 30, 2021, while expense accounts are translated at the weighted average

exchange rate for the period of ( 1.1801 ) and ( 1.1898 ) for the three and nine months ended September 30, 2021, respectively.

Equity accounts

are translated at historical exchange rates.

The resulting translation adjustments are recognized in stockholders’ equity as a

component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the change in equity of an entity from

all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described

Transaction gains and losses are charged to the statement of operations as incurred.

Transaction losses attributable to foreign

exchange were $ 16 and $ 124 during the three and nine months ended September 30, 2021, respectively.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company’s reporting currency is the United States dollar.

The functional currency of certain subsidiaries is the Euro and the Indian

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.1112

for the Euro and

for the Indian Rupee

as of March 31, 2022), while expense accounts are translated at the weighted average exchange rate for the period ( 1.1219

for the Euro and 0.0133

for the Indian Rupee

for the three months ended March 31, 2022).

Equity accounts are translated at historical exchange rates.

The resulting translation adjustments

are recognized in stockholders’ equity as a component of accumulated other comprehensive income.

Comprehensive income (loss) is

defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes

foreign currency translation adjustments as described above.

Transaction gains and losses are charged to the statement of operations

Transaction gains attributable to foreign exchange were $ 3

during the three

months ended March 31, 2022.

Company recognizes revenue primarily from five different types of contracts:

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Network fees are billed annually.

Ride-sharing services – Primarily related

to ride-sharing services agreement between the Company’s wholly-owned subsidiary, BlueLA Rideshare, LLC and the City of Los

Angeles which allows customers the ability to rent electric vehicles through a subscription service.

The Company recognizes revenue

over the contractual period of performance of the subscription.

services – Primarily related to ride-sharing services agreement with the City of Los Angeles which allows customers the

ability to rent electric vehicles through a subscription service.

The Company recognizes revenue over the contractual period of performance

of the subscription.

– Primarily related to charging service revenue from non-company-owned charging stations.

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the Company and the owner of the station.

Other revenues also comprise revenues generated from alternative fuel credits.

Other revenues also comprises of revenues generated from alternative fuel credits.

following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:

OF REVENUE RECOGNITION BY CONTRACT

The Three Months Ended

The Nine Months Ended

- Recognized at a Point in Time:

service revenue - company-owned charging stations

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

For The Three Months Ended

Revenues - Recognized at a Point in Time

- Recognized Over a Period of Time:

and other fees

Product sales

Charging service revenue - company-owned charging stations

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

Revenue Under ASC 606

Ride-sharing services

Network and other fees

Total Revenues - Recognized Over a Period of Time

Total Revenue

AND SUBSIDIARIES

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RECOGNITION – CONTINUED

following table summarizes our revenue recognized under ASC 606 in the consolidated statements of operations by geographical area:

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

Revenues by Geographical Area

International

Total Revenue

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

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provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied.

of September 30, 2021, the Company had $ 1,750 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2021.

The Company expects

to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next twelve

the three and nine months ended September 30, 2021, the Company recognized $ 152 and $ 399 , respectively, of revenues related to network

fees and warranty contracts, which were included in deferred revenues as of December 31, 2020.

During the three and nine months ended

September 30, 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

of March 31, 2022, the Company had $ 3,402

related to contract liabilities where performance

obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet

as of March 31, 2022.

The Company expects to satisfy $ 2,741

of its remaining performance obligations

for network fees, charging services, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

the three months ended March 31, 2022, the Company recognized $ 181 of revenues related to network fees and warranty contracts, which

were included in deferred revenues as of December 31, 2021.

During the three months ended March 31, 2022, there was no revenue recognized

from performance obligations satisfied (or partially satisfied) in previous periods.

and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the

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Grants and rebates related to EV charging stations and their installation are deferred

and amortized in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging

During the three months ended September 30,

2021 and 2020, the Company recognized $ 56 and $ 3 , respectively, related to grant and rebate revenue.

During the nine months ended September

30, 2021 and 2020, the Company recognized $ 280 and

$ 11 , respectively, related to grant and rebate revenue.

At September 30, 2021 and December 31, 2020, there was $ 70 of deferred

grant and rebate revenue to be amortized.

and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful

life of the charging station.

During the three months ended March 31, 2022 and 2021, the Company recorded $ 75 and $ 150 , respectively,

related to grant and rebate revenue.

At March 31, 2022 and December 31, 2021, there was $ 70 of deferred grant and rebate revenue to be

CONCENTRATIONS

of September 30, 2021, a significant customer represented 16 % of total accounts receivable.

During the three months ended September 30,

2021, sales to a significant customer represented 11 % of total revenue.

During the three months ended September 30, 2021, sales to another

significant customer represented 10 % of total revenue.

During the three and nine months ended September 30, 2020, revenues from one significant

customer represented 10 % and 32 % , respectively, of total revenues.

AND INTANGIBLE ASSETS

is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including

other identifiable intangible assets, and liabilities assumed in a business combination.

To determine the amount of goodwill resulting

from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s

tangible and identifiable intangible assets and liabilities.

is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances

leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

qualitative factors include:

macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific

If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount

of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount

of goodwill allocated to the reporting unit.

The Company determines fair value through multiple valuation techniques and weights the

results accordingly.

The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment

of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units.

The Company has

elected to perform its annual goodwill impairment review on November 1 of each year.

of March 31, 2022, accounts receivable from a significant customer were approximately 17 %

of total accounts

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

of total accounts receivable.

During the three months

ended March 31, 2022, sales to a significant customer represented 13 %

of total revenue and sales to another significant

customer represented 12 % of total revenue.

During the three months ended March 31, 2021, sales to a significant customer represented

of total revenue and another significant customer represented 20 %

of total revenues.

During the three months ended March 31, 2022 and 2021, the Company made purchases

from a significant supplier that represented 14 %

and 28 % of total purchases,

respectively.

AND SUBSIDIARIES

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

AND INTANGIBLE ASSETS - CONTINUED

of September 30, 2021, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during

the three and nine months ended September 30, 2021.

intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized

engineering costs and non-compete agreements.

Amortizable intangible assets are amortized on a straight-line basis over their estimated

useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired.

indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the

carrying value of the asset.

If the undiscounted cash flows exceed the carrying value, no impairment is indicated.

If the undiscounted

cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value,

with fair value typically based on a discounted cash flow model.

There were no indicators, events or changes in circumstances that would

indicate intangible assets were impaired during the three and nine months ended September 30, 2021.

LOSS PER COMMON SHARE

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would have been anti-dilutive:

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

the Three and Nine Months Ended

Unvested restricted common

Total potentially dilutive

RECLASSIFICATIONS

prior period balance sheet amounts have been reclassified to conform to the fiscal 2021 presentation.

These reclassifications have no

impact on the previously reported net loss.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ADOPTED ACCOUNTING STANDARDS

December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12,

“Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related

to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends

existing guidance to improve consistent application.

ASU 2019-12 is effective for the Company beginning in fiscal 2021.

of this ASU did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

ISSUED ACCOUNTING STANDARDS

May 2021, the FASB issued ASU 2021-04, “Earnings Per Share

(Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges

of Freestanding Equity-Classified Written Call Options.” This new standard provides clarification and reduces diversity

in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants)

that remain equity classified after modification or exchange.

This standard is effective for fiscal years beginning after December 15,

2021, including interim periods within those fiscal years.

Issuers should apply the new standard prospectively to modifications or exchanges

occurring after the effective date of the new standard.

Early adoption is permitted, including adoption in an interim period.

elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that

includes that interim period.

The Company is evaluating this new standard and its impact on its condensed consolidated financial statements

and related disclosures.

In October 2021, the

FASB issued ASU 2021-08, “Business Combinations (Topic 805)” (“ASU 2021-08”).

The ASU improves the accounting

for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related

to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

The update is effective for annual and interim periods within the fiscal year beginning after December 15, 2022, and early adoption is

permitted, including adoption in an interim period.

The Company is evaluating this new standard and its impact on its condensed consolidated

financial statements and related disclosures.

BUSINESS COMBINATION

May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly-owned subsidiary in the

Netherlands, Blink Holdings, B.V.

closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue

Corner”), of all of the outstanding capital stock of Blue Corner.

Headquartered in Belgium, with sales representative offices in

several other European cities, Blue Corner owns and operates an EV charging network across Europe.

The acquisition of Blue Corner was

made to enter the European market and provide an opportunity to expand the Company’s footprint in this region.

The purchase price

for the acquisition of all of Blue Corner’s outstanding capital stock was approximately $ 23,775

(or € 20,000 ),

consisting of approximately $ 22,985

(or € 19,000 )

in cash and approximately $ 775

represented by 32,382

shares of the Company’s common stock (the

“Consideration Shares”).

The fair value of the Consideration Shares was calculated based on the average price of the Company’s

common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled

(or € 30.88 )

per share, reduced by a discount for illiquidity due to the 12 month lockup that exists on any sales or transfers.

The Company executed

management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of the Company’s

common stock which is compensatory and not included in the purchase price for this acquisition.

The Company entered into an escrow agreement

pursuant to the Share Purchase Agreement, under which the Company paid approximately $ 2,100

of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses or damages the

Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue Corner, the Company engaged

a third-party independent valuation specialist to assist in the determination of fair values.

The final determination of the fair value

of assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, Business Combinations

The Blue Corner acquisition will necessitate the use of this measurement period to adequately analyze and

assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets,

accounts receivable, and certain fixed assets.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of Blue Corner:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Consideration:

Total Purchase

Consideration

relationships

developed technology

net working capital

of Identified Net Assets

Unidentified Goodwill Value

in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change

in foreign currency exchange rates.

components of debt free net working capital are as follows:

expenses and other current assets

Total current

payable and accrued expenses

Total current

net working capital

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable

to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition.

$ 17,764 from the acquisition of Blue Corner is not expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations from Blue Corner as of May 10, 2021 to September

30, 2021 and do not include results of operations for the three and nine months ended September 30, 2020.

The results of operations of

Blue Corner from May 10, 2021 to September 30, 2021 included revenues of $ 4,261

and a net loss of $ 1,523 .

Additionally, the results of operations of Blue Corner for the three

months ended September 30, 2021 included revenues of $ 2,370

and a net loss of $ 1 , 231 .

following table presents the unaudited, pro forma consolidated results of operations for the three and nine months ended September 30,

2021 as if the acquisition of Blue Corner had occurred at the beginning of fiscal year 2020.

The pro forma information provided below

is compiled from the pre-acquisition financial information of Blue Corner and includes pro forma adjustments for interest expense and

adjustments to certain expenses.

The pro forma results

are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually

been acquired at the beginning of fiscal year 2020 or (ii) future results of operations:

OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

above pro forma information includes pro forma adjustments to remove the effect of interest expense recognized in the results of operations

of Blue Corner during the three and nine months ended September 30, 2021 of $ 0 and $ 282 ,

respectively, and three and nine months ended September 30, 2020 of $ 0 and $ 238,

respectively .

PROPERTY AND EQUIPMENT

January 22, 2021, the Company completed its purchase of approximately 10,000 square feet of office condominium space which became the

Company’s corporate headquarters.

The purchase price was $ 4,000 , of which, $ 600 was paid in the form of the Company’s common

stock ( 13,123 shares) and $ 3,400 in cash.

Note 3 - Business Combination for additional details of the acquisition of property and equipment.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

INTANGIBLE ASSETS

OF INTANGIBLE ASSETS

Internal use software

Capitalized engineering costs

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Intangible assets, gross

accumulated amortization

Intangible assets, net

expense during the three months ended September 30, 2021 and 2020 was $ 461 and $ 15 , respectively.

Amortization expense during the nine

months ended September 30, 2021 and 2020 was $ 621 and $ 46 , respectively.

in the balance of intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign

currency exchange rates.

Note 3 - Business Combination for additional details.

SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three Months Ended

Unvested restricted common stock

Total potentially dilutive shares

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other current liabilities consist of the following:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30, 2021

December 31, 2020

expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued host fees

5 unchanged sentences

Accrued issuable equity

Accrued purchases

Internal use software liability

Other accrued expenses

Total accrued expenses and other current liabilities

NOTES PAYABLE

the nine months ended September 30, 2021, the Company obtained forgiveness of one of its PPP Loans in the amount of $ 379 and recorded

a gain on settlement of debt on the condensed consolidated statement of operations for the three and nine months ended September 30,

See Note 12 - Subsequent Events for additional details.

Total accrued expenses

AND SUBSIDIARIES

2 unchanged sentences

STOCKHOLDERS’ EQUITY

January 2021, the Company completed an underwritten registered public offering of 5,660,000 shares of common stock at a public offering

price of $ 41.00 per share.

The Company received $ 232,060 in gross proceeds from the public offering, and $ 221,406 in net proceeds after

deducting the underwriting discount and offering expenses paid by the Company.

The Company’s Chief Executive Officer and one other

officer participated in the offering by selling a total of 550,000 shares of the Company’s common stock from the exercise of the

underwriter’s option to purchase additional shares.

The public offering was made pursuant to the Company’s automatic shelf

registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

the nine months ended September 30, 2021, the Company issued 32,382

shares as partial consideration for its acquisition

of Blue Corner.

See Note 3 – Business Combination for additional details.

the nine months ended September 30, 2021, the Company issued an aggregate of 50,545 shares as compensation for services.

The shares had

an issuance date fair value of $ 1,020 .

the nine months ended September 30, 2021, the Company issued 13,123 shares as partial consideration for the purchase of property and

See Note 4 – Property and Equipment for additional details.

the nine months ended September 30, 2021, the Company issued an aggregate of 38,496 shares of the Company’s common stock pursuant

to the cashless exercise of options.

Note 11 – Commitments and Contingencies – CEO Employment Agreement for details associated with options granted to the Company’s

the nine months ended September 30, 2021, the Company issued an aggregate of 388,101 shares of the Company’s common stock pursuant

to the exercise of warrants at an exercise price of $ 4.25 per share for aggregate net proceeds of $ 1,619 .

the nine months ended September 30, 2021, the Company issued 66,000 shares of the Company’s common stock representing a modification

of the initial warrant exercise pursuant to a legal settlement.

See Note 11 – Commitments and Contingencies – Litigation

and Disputes for details.

Company recognized stock-based compensation expense related to common stock and stock options for the three and nine months ended September

30, 2021 of $ 6,224

and $ 10,308 ,

respectively, and for the three and nine months ended September 30, 2020 of $ 149

respectively, which is included within compensation expense on the condensed consolidated statements of operations.

As of September 30,

2021, there was $ 11,814

of unrecognized stock-based compensation expense

that will be recognized over the weighted average period of 0.98

years which includes $ 6,291

of unrecognized stock-based compensation of expense

relating to the special four-year performance option for the Company’s CEO which is expected to be fully recognized by January

Note 11 - Commitments and Contingencies for additional details.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

the three months ended March 31, 2022, the Company issued an aggregate of 16,811

shares of common stock pursuant to exercises of warrants to purchase an aggregate of

16,811 shares of common stock for aggregate net proceeds of $ 69 .

the three months ended March 31, 2022, the Company issued an aggregate of 144,497 shares of common stock for services to employees and

consultants with an aggregate issuance date fair value of $ 331 .

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months ended March

31, 2022 and 2021 of $ 1,962 and $ 415 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2022, there was $ 5,692 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.84 years.

RELATED PARTY TRANSACTIONS

Note 7 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

Company and a group of three

5 unchanged sentences

The Company owns 40 %

of the Entity while the other three entities

of the Entity while the other three entities own 60 %

of the Entity.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas

SA (“Hellas”), which started operations in the Greek EV market.

There are currently no plans for the Company to make any

capital contributions or investments.

During the three and nine months ended September 30, 2021, the Company recognized sales of $ 28

respectively, and $ 0

during the three and nine months ended September

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

There are currently

no plans for the Company to make any capital contributions or investments.

During the three months ended March 31, 2022 and 2021, the

Company recognized sales of $ 68

respectively, to Hellas.

The Company is also acting as a supplier of EV charging equipment and services to Hellas.

of September 30, 2021, the Company had a receivable from Hellas of approximately $ 475 .

The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling financial interest

and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment

in the Entity.

From inception through September 30, 2021, the Entity has not generated net income and, as a result, pursuant to ASC 323,

the Company has not recorded a gain or loss on its equity method investment in the Entity during the three and nine months ended September

As of March 31, 2022 and December 31, 2021 the Company had a receivable from Hellas of approximately

respectively.

The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling

financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting

to its investment in the Entity.

From inception through March 31, 2022, the Entity has not generated net income and, as a result, pursuant

to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the three months ended March

31, 2022 and 2021.

of September 30, 2021, the Company had no leases that were classified as a financing lease.

As of September 30, 2021, the Company did

not have additional operating and financing leases that have not yet commenced.

operating lease expenses for the three and nine months ended September 30, 2021 were $ 155 and $ 429 , respectively, and for the three and

nine months ended September 30, 2020 were $ 98 and $ 332 , respectively, and are recorded in other operating expenses on the condensed consolidated

statements of operations.

the nine months ended September 30, 2021, the Company entered into a lease agreement for approximately 27,540 square feet of space in

The lease commenced on January 1, 2021 and will terminate on May 31, 2028.

The lease includes a build-out allowance of $ 137 .

Monthly payments under the lease are $ 18 per month.

The lease also includes a security deposit of $ 22 .

of March 31, 2022, three senior management employees in the recently acquired entity Blue Corner had an ownership interest in a major

supplier of charging equipment for Blue Corner.

As of March 31, 2022 and December 31, 2021, the Company owed approximately $ 43

to this supplier, respectively.

During the three

months ended March 31, 2022, the Company purchased approximately $ 1,512

of inventory from this supplier.

AND SUBSIDIARIES

1 unchanged sentence

thousands except for share and per share amounts)

LEASES – CONTINUED

of March 31, 2022, the Company had no leases

that were classified as a financing lease .

As of March 31, 2022, the Company had additional operating leases for vehicles obtained in relation to the operations of Blink

As of March 31, 2022, the leases had not commenced since the vehicles were not available to the Company until the second quarter

The duration of the leases are three years and the Company is expected to pay approximately $ 1,044 throughout the term.

operating lease expenses for the three months ended March 31, 2022 and 2021 were $ 168 and $ 170 , respectively, and are recorded in other

operating expenses on the condensed consolidated statements of operations.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Nine Months Ended

September 30,

For The Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Operating leases

minimum payments under non-cancellable leases as of September 30, 2021 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Twelve Months Ending September 30,

Total future minimum lease payments

imputed interest

AND SUBSIDIARIES

1 unchanged sentence

thousands except for share and per share amounts)

LEASES – CONTINUED

minimum payments under non-cancellable leases as of March 31, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

Total future minimum lease payments

imputed interest

COMMITMENTS AND CONTINGENCIES

of September 30, 2021, the Company had a remaining purchase commitment of approximately $ 13,000 , which will become payable upon the suppliers’

delivery of the charging stations and other related items.

The purchase commitments were made primarily for future sales and deployments

of charging stations and other related items.

of March 31, 2022, the Company had purchase commitments of approximately $ 35,000

of which, approximately $ 13,000

is with a related party, which will become payable

upon the suppliers’ delivery of the charging stations and other related items.

The purchase commitments were made primarily for

future sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be

received during the next 12-24 months.

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

20 unchanged sentences

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 September

30, 2021 as it determined that any such loss contingency was either not probable or estimable.

On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision.

The Company 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 March 31, 2022 as it determined that any such loss contingency was either not probable

or estimable.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

AND DISPUTES – CONTINUED

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

14 unchanged sentences

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

September 30, 2021 as it determined that any such loss contingency was either not probable or estimable.

On 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.

claim alleges breach of contract and conversion;

the plaintiff requests damages of at least $ 4,200 ,

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

of stock, representing a modification of the initial warrant exercise but did not result in the recognition of any incremental expense.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

AND DISPUTES – CONTINUED

March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

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

8 unchanged sentences

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

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 September 30, 2021 as it determined

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

The court subsequently

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

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 March 31, 2022 as it 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.

7 unchanged sentences

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.

If the settlement is approved by the court, 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 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 an award of reasonable attorney’s fees to the plaintiff’s counsel in an amount to either be agreed

upon or decided by the court.

The parties expect to filepapers in November 2021 seeking the court’s approval of the

The Company has not recorded an accrual related to this matter as of September 30, 2021 as it determined that any such loss

contingency was not estimable.

EMPLOYMENT AGREEMENT

May 28, 2021, the Company entered into a new employment agreement (the “Employment Agreement”) with the Company’s Executive

Chairman and Chief Executive Officer (the “CEO”).

The term of the Employment Agreement is January 1, 2021 through December

31, 2023 (the “Term”).

the Employment Agreement, the CEO will receive a base salary of $ 800

for 2021 and $ 850

for 2022 and 2023, respectively.

be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100 %

of the base salary, with the CEO eligible to

receive up to 200% of the base salary based on the achievement of key performance indicators established by the Board of Directors and

the CEO (“KPIs”).

The CEO will receive equity awards (one-half in restricted stock and one-half in stock options) with a

target aggregate value of $ 1,000 ,

the CEO is eligible to receive up to 200%

of the target aggregate value based on the achievement of KPIs during each year of the Term.

The CEO also received a special four-year

performance option to purchase 475,285

shares of common stock at an exercise price

per share, which will vest if the Company’s

stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $ 90

per share during the four -year

term of the option.

The performance option had a grant date fair value of approximately $ 13,500 ,

which was estimated using a third-party provider who utilized a Monte Carlo simulation model.

The Company is recognizing the fair

value over the derived service period of the award, which was determined to be 0.64

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 April 18, 2022, the court signed a final judgment approving the settlement and dismissing the lawsuit

with prejudice.

As a result of 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 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 in attorney’s

fees to the plaintiff’s counsel which was accrued for as of March 31, 2022 and December 31, 2021, which was paid in April 2022.

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.

29, 2022, the Nevada court approved the parties’ stipulation to temporarily stay the McCauley 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 March

31, 2022 as it determined that any such loss contingency was either not probable or estimable.

Company estimates an approximate cost of $ 155 to repair deployed chargers, which the Company owns as of March 31, 2022.

AND SUBSIDIARIES

2 unchanged sentences

COMMITMENTS AND CONTINGENCIES – CONTINUED

EMPLOYMENT AGREEMENT – CONTINUED

Additionally,

the CEO received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration

of his prior agreement in September 2020.

The Employment Agreement provides that, if the CEO is terminated without cause, resigns for

good reason, dies or becomes disabled during the Term, he will receive his base salary for the remainder of the Term and payment of 2.6

times his target performance bonus/equity awards and base salary.

In the event of a termination without cause or resignation for good

reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.

Employment Agreement also contains covenants (a) restricting Mr.

Farkas from engaging in any activities competitive with the Company’s

business during the Term and one year thereafter, (b) prohibiting Mr.

Farkas from disclosure of confidential information regarding the

Company at any time and (c) confirming that all intellectual property developed by Mr.

Farkas during the term of the employment agreement

which specifically relates to the EV charging business constitutes the Company’s sole and exclusive property.

Farkas may be

entitled to additional bonuses should his developments be commercialized by the Company.

Employment Agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled by the

CEO and a predecessor to the Company will remain suspended and no payments will be due thereunder for as long as the CEO is a full-time

employee of the Company and is paid a monthly salary of at least $ 30 .

Finally, the Company and the CEO agreed to resolve a dispute over

the CEO’s transfer of 260,000 shares of the Company’s common stock to a prior institutional investor through a settlement

agreement and payment of $ 1,000 from the Company to the CEO.

The payment of $ 1,000 was recognized as a loss on settlement in the statements

of operations during the nine months ended September 30, 2021.

NETWORK UPGRADES

electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric

vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity

technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles,

conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development,

and network upgrades costs.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity

to 4G LTE during 2022 (the “Upgrade”).

As of March 31, 2022, the Company estimates the Upgrade will cost approximately

upgrade certain of the Company’s owned and operated EV charging stations.

SUBSEQUENT EVENTS

PPP LOAN FORGIVENESS

to September 30, 2021, the Company obtained forgiveness of one of its PPP Loans in the amount of $ 477 .

October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.

The amendment extends the term of the agreement for an additional five (5) years .

Accordingly, the Company could potentially incur additional

costs related to units ordered that were subsequently canceled or otherwise not fulfilled.

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company closed and acquired, through its

Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by

shares and registered in England and Wales (“EB”), from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB

is a leading, independently owned provider of electric vehicle charging and sustainable energy solutions and technologies.

EB works with

local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and

prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.

purchase price for the acquisition of all of EB’s outstanding capital stock was up to 18,000

British Pounds (“GBP”) (approximately

consisting of 10,000

GBP (approximately $ 13,000 )

in cash, and 3,000

GBP (approximately $ 3,900 )

represented by 152,803

shares of the Company’s common stock

(the “Consideration Shares”).

The number of Consideration Shares was calculated based on the volume weighted average price

of the Company’s common stock during the 30 consecutive trading days ending on the closing date of the Sale and Purchase

Agreement, which equalled $ 25.17

Company also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets

over the three years post-closing, to issue up to 5,000

GBP (approximately $ 6,500 )

in additional shares of its common stock to EB shareholders (the “Earn-Out”) .

the Consideration Shares to be issued to the EB shareholders at closing, the sum of 500 GBP (approximately $ 650 ) in cash and 25,466 shares

of common stock (valued at 500 GBP or approximately $ 650 ) are being held in escrow accounts for periods of 12 months (cash escrow) and

18 months (stock escrow), respectively, following the closing to cover any losses or damages the Company may incur by reason of, among

other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement.

April 19, 2022, the Company signed a non-binding letter of intent with a U.S.

privately-held company (the “Target”) providing

for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash,

a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares

are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company agreed to extend a loan of $ 1,000

to the Target (the “Loan”), which was subsequently made by the Company pursuant to a 6 %

Secured Convertible Promissory Note signed by

Under the terms of the Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and accrued

interest amount under the Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing.

the Company determines not to proceed with the possible stock purchase of the Target, the Loan will continue to accrue 6 %

interest per annum, and mature on the earliest

of (i) a “Change of Control” (as defined);

(ii) the closing of the next investment round by the Target;

(iii) an Event of

Default (as defined);

or (iv) May 1, 2027.

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-Q

Item 1. Financial Statements