What changed in this filing

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Item 3. Legal Proceedings

2023-03-14 compared with 2022-03-16 · 34 added, 67 removed, 55 unchanged (65% of the section changed)

12 unchanged sentences

20-cv-23527, was

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

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

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

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

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

1 unchanged sentence

et al., Case No.

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

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

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

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

20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same

defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court

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

Marc Joseph to serve as the Co-Lead Plaintiffs.

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

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

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

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

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

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

On April 20, 2021,

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

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

The Company has retained

legal counsel in order to defend the action vigorously.

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

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

Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality of

the Blink Network and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The Amended Complaint

does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s

common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021, Blink and the other defendants filed a motion to dismiss

the Amended Complaint, which has now been fully briefed and is ready for review.

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.

has retained legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter

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

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

13 unchanged sentences

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

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

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

December 22, 2020, JMJ Financial v.

Blink Charging Co.

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

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

The complaint alleges that

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

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

deliver the shares.

The claim alleges breach of contract and conversion;

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

fees, and specific enforcement requiring delivery of the shares.

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

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

The Company did not make a cash payment

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

result in the recognition of any incremental expense.

On June 17, 2022, the court substituted the executrix of Klein’s

estate as the plaintiff.

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

10 unchanged sentences

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

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

The Company has retained legal counsel

in order to defend the action vigorously.

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

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

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

et al., Case No.

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

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

Blink is named as a nominal defendant.

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

amounts permitted by Blink’s incentive compensation plan.

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

as well as other relief.

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

to the court’s approval.

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

hearing for April 12, 2022.

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

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

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

cash Awards to outside directors.

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

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

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

22, 2022, the court re-consolidated the Klein and Bhatia actions and reinstated the temporary stay.

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 December 31, 2022 as it determined that any such loss contingency was either not probable

or estimable.

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

7 unchanged sentences

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

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

not probable or estimable.

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

In consideration for Mr.

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

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

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 December

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

SAFETY DISCLOSURES.

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

What changed 10-K

Item 3. Legal Proceedings