What changed in this filing

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Item 1A. Risk Factors

2023-03-14 compared with 2022-03-16 · 330 added, 187 removed, 357 unchanged (59% 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 (“SEC”), 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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net losses of $91.6 million, $55.1 million and $17.8 million for the years ended December 31, 2022, 2021 and 2020, 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.

December 31, 2022, we had net working capital of approximately $49 million and an accumulated deficit of approximately $334 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.

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.

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.

While we recently completed an

underwritten public offering raising $100 million in gross proceeds, we may need to borrow additional funds or sell our debt or

equity securities, or some combination of both, to provide funding for our operations in the future.

Such additional funding may not be available

on commercially reasonable terms, or at all.

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.

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

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

and operating results will be harmed.

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

regarding the stability of the electrical grid;

in the fuel economy of the internal combustion engine;

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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 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.

are unable to predict the ultimate impact of continuing equipment order delays, chip shortages and presence of COVID-19 on our business

and future results of operations, financial position and cash flows.

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

We continue to receive orders for our 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 our contract manufacturer.

As federal, state, local and foreign economies are beginning to return to pre-pandemic

levels, we expect demand for charging station usage to increase;

however, we are unable to predict the extent of such recovery due to

the uncertainty of the possible recurrence or spread of Covid-19 and its variants.

As a result, we are unable to predict the ultimate

impact that continuing equipment order delays, chip shortages and presence of Covid-19 will have on our business and our future results

of operations, financial position and cash flows.

terrorism, other acts of violence or natural or man-made disasters may affect the markets in which we operate, our customers, our delivery

of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of

cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, flood,

fire, earthquake, storm or pandemic events and spread of disease.

Such events may cause customers to suspend their decisions on using

our services, make it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional

and global economic conditions and cycles.

These events also pose significant risks to our personnel and to physical facilities and operations,

which could materially adversely affect our financial results.

the current Russia-Ukraine conflict has created extreme volatility in the global financial markets and is expected to have further global

economic consequences, including disruptions of the global supply chain and energy markets and heightened volatility of commodity and

raw material prices.

In addition, recently there has been increasing geopolitical tension between China and Taiwan that may affect future

shipments from Taiwan based electronics suppliers for certain of our EV chargers.

Any such volatility or disruptions may have adverse

consequences on us or the third parties on whom we rely.

If the equity and credit markets deteriorate, including as a result of political

unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms,

more costly or more dilutive.

Our business, financial condition and results of operations may be materially and adversely affected by

any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the conflict in Ukraine,

the recent geopolitical tensions between China and Taiwan or any other geopolitical tensions.

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

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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.

Our hourly employees could be affected by wage rate increases in

the federal or state minimum wage rates, wage inflation or local job market adjustments.

We do 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

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.

will need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from

potential sources, and we may have to limit the scope of our operations or take actions that may dilute your financial interest.

will need additional capital to fund our growing operations in the future.

The proceeds from our recent underwritten public offering

and funds from other potential sources, along with our cash and cash equivalents, may not be sufficient to fund our long-term

operations and we may not be able to obtain additional financing.

If adequate additional financing is not available on reasonable

terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify

our business plans accordingly.

The extent of our capital needs will depend on numerous factors, including (i) our profitability;

(ii) the release of competitive products and/or services by our competition;

(iii) the level of our investment in research and

product development;

(iv) the amount of our capital expenditures, including acquisitions;

and (v) our growth.

We cannot be certain

that additional funding and incremental working capital will be available to us on acceptable terms, if at all, or that it will

exist in a timely and/or adequate manner to allow for the proper execution of our near and long-term business strategy.

sufficient funds are not available on terms and conditions acceptable to management and stockholders, we may be required to delay,

reduce the scope of, or eliminate further development of our business operations.

if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants

or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business.

Additional funding, if obtained, may also result in significant dilution to our stockholders.

quarterly operating results may fluctuate significantly.

expect that our operating results may be subject to substantial quarterly fluctuations.

If our quarterly operating results fall below

the expectations of investors or securities analysts, the price of our common stock could decline substantially.

We believe that quarterly

comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

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

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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.

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

and Bowie, Maryland are vulnerable to climate change effects.

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

storm intensity.

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

encroaching seas.

In 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

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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.

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

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

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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

plan to upgrade or adapt our EV charging stations and Blink Networks’ 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.

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;

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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 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.

may be unable to successfully integrate recent acquisitions in a cost-effective and non-disruptive manner.

success depends on our ability to grow our business and enhance and broaden our product offerings in response to changing customer

demands, competitive pressures and advances in technologies.

We continue to search for viable acquisition candidates or strategic

alliances that would expand our market opportunity and/or global presence.

Accordingly, we have previously and may in the future

pursue the acquisition of, investments in or joint ventures relating to, new businesses, products or technologies as a part of our

growth strategy instead of developing them internally.

Our future success will depend, in part, upon our ability to manage the

expanded business following these transactions, including challenges related to the management and monitoring of new operations and

associated increased costs and complexity associated with the recent acquisitions of SemaConnect and Electric Blue, as well as future acquisitions.

Other risks involving potential future and completed acquisitions and strategic investments include:

associated with conducting due diligence;

integrating the purchased businesses, products and technologies;

to achieve the anticipated synergies and overpaying for acquisitions or unanticipated costs associated with acquisitions;

sales assumptions for potential acquisitions;

maintaining uniform standards, procedures, controls and policies;

of management’s attention from our core business;

effects on existing business relationships with suppliers, distributors and customers;

associated with entering new markets in which we have limited or no experience;

loss of key employees of acquired businesses;

legal, accounting and compliance costs.

compete with other companies for these opportunities, and we may be unable to consummate such acquisitions or joint ventures on commercially

reasonable terms, or at all.

In addition, acquired businesses may have ongoing or potential liabilities, legal claims (including tort

and/or personal injury claims) or adverse operating issues that we fail to discover through due diligence prior to the acquisition.

if we are aware of such liabilities, claims or issues, we may not be able to accurately estimate the magnitude of the related liabilities

In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise

violated applicable laws or regulations, failed to fulfill their contractual obligations to their customers, or failed to satisfy legal

obligations to employees or third parties, we, as the successor, may be financially responsible for these violations and failures and

may suffer reputational harm or otherwise be adversely affected.

Acquisitions also frequently result in the recording of goodwill and

other intangible assets which are subject to potential impairment in the future that could harm our financial results.

If we were to

issue additional equity in connection with such acquisitions, this may dilute our stockholders.

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

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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,

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.

We maintain business interruption

insurance for key locations.

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.

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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.

Although we have an employment agreement in place with Mr.

Farkas that extends to May 28, 2024, which includes

automatic successive one-year renewal terms thereafter if not otherwise timely terminated by either party, the loss of Mr.

services for any reason 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.

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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 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

customer failed to purchase product from us at anticipated levels.

the year ended December 31, 2022, there were no customers that accounted for more than 10% of total revenues.

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.

Our revenue levels would likely decline if any significant customer

failed to purchase product from us at anticipated levels.

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

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

Risks Related to Legal Matters and Regulations

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

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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.

addition to government and regulatory agency activity, ESG and privacy advocacy groups, the technology industry, and other industries

have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on

technology companies.

Customers may expect that we will meet voluntary certifications or adhere to other standards established by them

or third parties.

If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions

and adversely affect our business.

concerns and laws, or other domestic or foreign regulations, may adversely affect our business.

are currently subject, and/or may in the future be subject, to numerous privacy and data security laws.

For example, some U.S.

members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted some form of

privacy and data security laws and regulations which impose significant compliance obligations.

European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act of 2018 (“CCPA”),

the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), and the Connecticut Act Concerning

Personal Data Privacy and Online Monitoring (“CDPA”) exemplify the vulnerability of our business to the evolving regulatory

environment related to personal data.

Management’s attention may be diverted, and our compliance costs and potential liability may increase

as a result of additional national and international regulatory requirements related to data privacy and data security.

to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside

of the United States, could subject us to penalties and other adverse consequences.

are subject to the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

§ 201, the U.S.

Travel Act, the USA PATRIOT Act,

the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities.

faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees

and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits

to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business,

directing business to any person or securing any advantage.

Any violation of the FCPA, other applicable anti-corruption laws, and anti-money

laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe

criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects.

In addition, ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant

diversion of management’s attention and resources, significant defense costs, and other professional fees.

and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs

or construction costs and restrictions.

Failure to comply with such laws and regulations may result in substantial fines or other limitations

that may adversely impact our financial results or the results of operation.

and its operations, as well as those of its contractors, suppliers, and customers, are subject to certain environmental laws and regulations,

including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic

wastes and hardware, whether hazardous or not.

These laws may require us or others in our value chain to obtain permits and comply with

procedures that impose various restrictions and obligations that may have material effects on our operations.

If key permits and approvals

cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations

or on a timeline that meets our commercial obligations, it may adversely impact our business.

Environmental

and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the

supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law.

The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects

on our business.

Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including

those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions, and delays

in connection with our operations as well as other future projects, the extent of which cannot be predicted.

Further, we currently rely on third parties

to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes.

Any failure to properly handle or dispose of such wastes, regardless of whether such failure is Blink’s or its contractors, may

result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and

Liability Act (“CERCLA”), under which liability may be imposed without regard to fault or degree of contribution for the

investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources.

Additionally,

we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business,

which may result in increased costs for compliance with environmental laws and regulations.

enactment of legislation implementing changes in tax legislation or policies in different geographic jurisdictions including the United

States and several European countries could materially impact our business, financial condition and results of operations.

conduct business globally and file income tax returns in multiple jurisdictions.

Our consolidated effective income tax rate could be

materially adversely affected by several factors, including:

changing tax laws, regulations and treaties, or the interpretation thereof

(such as the United States Inflation Reduction Act of 2022 which, among other changes, introduced a 15% corporate minimum tax on certain

United States corporations and a 1% excise tax on certain stock redemptions by United States corporations);

tax policy initiatives and

reforms under consideration (such as those related to the Organization for Economic Co-Operation and Development’s (“OECD”)

Base Erosion and Profit Shifting, or BEPS, project, the European Commission’s state aid investigations and other initiatives);

the practices of tax authorities in jurisdictions in which we operate;

the resolution of issues arising from tax audits or examinations

and any related interest or penalties.

Such changes may include (but are not limited to) the taxation of operating income, investment

income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid.

are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business,

but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we

operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our Consolidated Statement of

Financial Position, and otherwise affect our future results of operations, cash flows in a particular period and overall or effective

tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity,

burden and cost of tax compliance.

failure to 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.

During the fourth quarter of 2022, we identified IT deficiencies relating to change management and the restriction of access to a sub-system

at a subsidiary.

Fiscal 2022 was the initial year that this subsidiary was subjected to testing its internal controls over financial reporting.

Further, we did not detect a miscalculation of a certain non-cash share-based compensation transaction which management views as an isolated

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 2023.

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

As disclosed under Item 9A.

Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2021, management concluded that a material weakness in our internal control over financial reporting existed as of December 31, 2021.

We identified certain design deficiencies in our management and analytical review controls associated with the financial close, revenue and inventory processes.

During 2022, we completed the remediation measures related to this material weakness as of December 31, 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.

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

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Associated with Our Securities

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.

common stock price fluctuated significantly in 2022 and is likely to continue to fluctuate from its current level in 2023.

market price of shares of our common stock fluctuated significantly in

2022 and is likely to continue to fluctuate from its current level in 2023.

During 2022 and through December 31, 2022, for example, the

market closing price of our shares ranged from a low of $10.01 per share to a high of $29.29 per share and, as of March 10, 2023, our stock

price was $7.92 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.

Investors seeking short-term liquidity should be aware that we cannot assure that our stock price will increase to previously

higher levels.

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

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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.

have a number of shares of common stock issuable upon exercise of outstanding warrants and stock options, and an ATM common

stock program in place;

the issuance of such shares could have a significant dilutive impact on our stockholders.

As of March 10, 2023, we had outstanding warrants to purchase 1,164,793 shares of common stock and stock options to purchase 1,060,535

shares of common stock.

Our Articles of Incorporation authorize us to issue up to 500 million shares of common stock, which would permit

us to issue up to an additional approximately 405 million authorized, unissued shares of common stock, after giving effect to the approximate

number of shares of common stock currently outstanding and the number of shares reserved for issuance under warrants and stock options

We also have an at-the-market (“ATM”) program in place pursuant to which we may issue up to $250 million of our common stock

from time to time in the public markets and have reserved shares of common stock for this purpose.

Accordingly, 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.

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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

executive officers and directors, including our Chairman and Chief Executive Officer and his affiliates, concentrated insider

ownership of our common stock, which will limit your influence on corporate matters.

As of March 10, 2023, our directors and executive officers collectively beneficially owned approximately 15% of our

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

Farkas and his affiliates of approximately 12% of

our outstanding shares of common stock.

a result, our insiders have the ability to 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

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transaction that may otherwise be beneficial to our stockholders.

Further, this concentrated control will limit the practical effect

Further, this concentrated insider ownership will limit the practical effect

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

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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.

about our business, our share price and/or 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

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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

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prospects of our business.

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.

STAFF COMMENTS.

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