What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-09 · 579 added, 374 removed, 388 unchanged (71% of the section changed)

FINANCIAL STATEMENTS.

Consolidated Balance Sheets

thousands, except for share amounts)

September 30,

Current Assets:

21 unchanged sentences

Financing lease liabilities, non-current portion

Other liabilities

Deferred revenue, non-current portion

Other liabilities

Total Liabilities

1 unchanged sentence

Stockholders’ Equity:

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 63,994,317 and 51,476,445 shares

issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 67,077,698 and 51,476,445 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

6 unchanged sentences

thousands, except for share and per share amounts)

The Three Months Ended

The Six Months Ended

service revenue - company-owned charging stations

Cost of Revenues:

For The Three Months Ended

For The Nine Months Ended

September 30,

Product sales

charging services - company-owned charging stations

Host provider

and repairs and maintenance

and amortization

Charging service revenue - company-owned charging stations

Grant and rebate

Car-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

Car-sharing services

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

From Operations

gain on foreign exchange

in fair value of derivative and other accrued liabilities

income (expense), net

General and administrative expenses

Other operating expenses

Impairment of intangible assets

Impairment of goodwill

Total Operating Expenses

Loss From Operations

Other Income (Expense):

for income taxes

Interest expense

Gain (loss) on foreign exchange

Loss on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other income (expense), net

Total Other Expense

Loss Before Income Taxes

$ ( 111,914 )

$ ( 182,779 )

Provision for income taxes

$ ( 112,721 )

$ ( 184,004 )

Net Loss Per Share:

Weighted Average Number

Common Shares Outstanding:

Weighted Average Number

of Common Shares Outstanding:

Weighted Average Number of Common Shares Outstanding:

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

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For the Three Months Ended

For the Six Months Ended

Other Comprehensive Income (Loss):

For the Nine Months Ended

September 30,

$ ( 112,721 )

$ ( 184,004 )

Other Comprehensive Loss:

Cumulative translation adjustments

Total Comprehensive Loss

$ ( 114,399 )

$ ( 185,387 )

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

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2023

Consolidated Statements of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2023

thousands, except for share amounts)

4 unchanged sentences

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

Common stock issued in public offering, net of issuance costs

Common stock issued upon exercises of warrants

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Common stock issued in public offering, net of issuance costs [2]

Common stock issued in public offering, net of issuance costs

Reclassification of common stock liability to equity

3 unchanged sentences

$ ( 405,313 )

[1] Includes gross

proceeds of $ 100,000 , less issuance costs of $ 5,234 .

[2] Includes gross

proceeds of $ 18,868 , less issuance costs of $ 380 .

Common stock issued in public offering, net of issuance costs [3]

Common stock issued in public offering, net of issuance costs

Surrender and cancellation of common stock

Stock-based compensation

Common stock issued in connection with extinguishment of notes payable

Common stock issued in satisfaction of accrued issuable equity

Other comprehensive loss

Balance - September 30, 2023

$ ( 518,034 )

gross proceeds of $ 100,000 , less issuance costs of $ 5,234 .

gross proceeds of $ 18,868 , less issuance costs of $ 380 .

gross proceeds of $ 9,392 , less issuance costs of $ 267 .

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

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2022

Consolidated Statements of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2022

thousands, except for share amounts)

Comprehensive

Stockholders’

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

Balance - January 1, 2022

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$ ( 280,234 )

Stock-based compensation

Common stock issued upon cashless exercise of warrants

Common stock issued upon exercise of warrants

Other comprehensive loss

Other comprehensive income (loss)

Balance - September 30, 2022

$ ( 305,881 )

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

Consolidated Statements of Cash Flows

For The Six Months Ended

For The Nine Months Ended

September 30,

Cash Flows From Operating Activities:

$ ( 184,004 )

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

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Change in fair value of contingent consideration

Loss on disposal of fixed assets

Gain on disposal of fixed assets

Change in fair value of derivative and other accrued liabilities

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Provision for slow moving and obsolete inventory

Loss on extinguishment of notes payable

Impairment of goodwill

Impairment of intangible assets

Stock-based compensation:

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Purchase consideration of Electric Blue, net of cash acquired

Note receivable

Capitalization of engineering costs

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Proceeds from exercise of options and warrants

Repayment of notes payable

Repayment of financing liability in connection with finance lease

Payment of financing liability in connection with internal use software

Repayment of financing liability in connection with internal use software

Net Cash Provided By (Used In) Financing Activities

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Restricted cash

Total Cash and cash equivalents

and restricted cash

[1] Includes gross

proceeds of $ 118,868 , less issuance costs of $ 5,614 .

Cash and cash equivalents and restricted cash

gross proceeds of $ 128,260 , less issuance costs of $ 5,881 .

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

Consolidated Statements of Cash Flows — Continued

For The Six Months Ended

For The Nine Months Ended

September 30,

Supplemental Disclosures of Cash Flow Information:

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Common stock issued as purchase consideration of Electric Blue

Common stock issued in satisfaction of accrued issuable equity

Surrender and cancellation of common stock

Right-of-use assets obtained in exchange for lease obligations

6 unchanged sentences

thousands, except for share and per share amounts)

ORGANIZATION, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION

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

and Operations

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner,

operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services.

Blink offers residential

and commercial EV charging equipment, enabling EV drivers to recharge at various location types.

Blink’s principal line of products

and services is its Blink EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric

vehicle supply equipment (“EVSE”) and other EV-related services.

The Blink Networks provide property owners, managers, parking

companies, and state and municipal entities (“Property Partners”) with cloud-based services that enable the remote monitoring

and management of EV charging stations.

The Blink Networks also provide EV drivers with vital station information, including station

location, availability and fees.

Blink also operates a car-sharing program through Blink’s wholly owned subsidiary, Blink Mobility, LLC which allows customers the ability to rent electric vehicles through a subscription service.

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading manufacturer,

owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly

and international markets for EVs.

Blink offers residential and commercial EV charging equipment and services, enabling

EV drivers to recharge at various location types.

Blink’s principal line of products and services is its nationwide Blink EV charging

networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”),

and other EV-related services.

The Blink Networks is a proprietary, cloud-based system that operates, maintains and manages Blink charging

stations and handles the associated charging data, back-end operations and payment processing.

The Blink Networks provide property owners,

managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”)

with cloud-based services that enable the remote monitoring and management of EV charging stations.

The Blink Networks also provide EV

drivers with vital station information, including station location, availability and fees.

Blink also operates an EV based ride-sharing

business through its wholly-owned subsidiary, Blink Mobility LLC.

of Presentation

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In the opinion of management, such statements include all adjustments (consisting only of normal recurring

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

June 30, 2023 and for the six months then ended.

The results of operations for the three and six months ended June 30, 2023 are not necessarily

indicative of the operating results for the full year ending December 31, 2023 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, 2022 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 14, 2023 as part of the Company’s Annual Report on Form 10-K.

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

September 30, 2023 and for the three and nine months then ended.

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

30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 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, 2022 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on March 14, 2023 as part of the Company’s Annual Report on Form 10-K.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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policies, except as disclosed in this note.

of September 30, 2023, the Company had cash and working capital of $ 66,678 and $ 94,455 , respectively.

the nine months ended September 30, 2023, the Company sold an aggregate of 5,320,635 shares of common stock under an “at-the-market”

equity offering program for aggregate gross proceeds of $ 28,260 , less issuance costs of $ 647 which were recorded as a reduction to additional

paid-in capital.

See Note 6 – Stockholders’ Equity.

February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering

price of $ 12.00 per share.

The Company received approximately $ 100,000 in gross proceeds from the public offering and approximately $ 95,000

in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

In addition, the underwriters have

a 30-day option to purchase up to an additional 1,249,999 shares of common stock from the Company at the public offering price, less

the underwriting discounts and commissions.

The Company has not yet achieved profitability and expects to continue

to incur cash outflows from operations.

It is expected that our operating expenses will continue to increase and, as a result, we will

eventually need to generate significant product revenues to achieve profitability.

Historically, we have been able to raise funds to support

our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the

Company expects that its cash on hand will fund its operations for at least 12 months after the issuance date of these financial statements.

inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings.

believes it has access to capital resources and continues to evaluate additional financing opportunities.

There is no assurance that

the Company will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds

the Company might raise will enable the Company to complete its development initiatives or attain profitable operations.

Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital

and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will depend on many

factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market

developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or

complement its product and service offerings.

2023, the Company commenced a plan designed to improve the Company’s liquidity by enhancing revenue economics and reducing selling,

general, and administrative expenses.

The plan seeks to achieve these goals by increasing gross profit through product optimization,

integration of SemaConnect, Blink UK/EB and Blue Corner acquisitions, and reduction of operating expenses through cost avoidance and

cost cutting strategies.

There can be no assurances these strategies will be achieved.

CURRENCY TRANSLATION

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Rupee, and Pound Sterling.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0846

for the Euro, 0.1219

for the Indian Rupee, and 1.2634

for the Pound Sterling as of June 30, 2023), while expense accounts are translated at the weighted average exchange rate for the

period ( 1.0763

for the Euro, 0.0122

for the Indian Rupee, and 1.2538

for the Pound Sterling for the six months ended June 30, 2023).

During the six months ended June 30, 2022, expense

accounts are translated at the weighted average exchange rate for the period ( 1.0554 for

the Euro, 0.0127 for the Indian Rupee, and 1.2281 for

the Pound Sterling) .

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0575 for

the Euro, 0.1202 for

the Indian Rupee, and 1.2202 for

the Pound Sterling as of September 30, 2023), while expense amounts are translated at the weighted average exchange rate for the

period ( 1.0644 for

the Euro, 0.0120 for

the Indian Rupee, and 1.2285 for

the Pound Sterling for the nine months ended September 30, 2023).

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 as incurred.

Transaction (losses) gains attributable to foreign exchange were $ ( 1,026 )

during the three and six months ended June 30, 2023, respectively.

During the nine months ended September 30, 2022, expense amounts are translated at the weighted average exchange rate for the period

the Euro, 0.0123 for

the Indian Rupee, and 1.1156 for

the Pound Sterling).

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 condensed consolidated statement of operations as incurred.

Transaction gains

attributable to foreign exchange were $ 144 and

during the three and nine months ended September 30, 2023, respectively.

Transaction losses attributable to foreign exchange were

during the three and six months ended June 30, 2022, respectively.

the three and nine months ended September 30, 2022, respectively.

Company recognizes revenue primarily from four different types of contracts:

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and, as a result, revenue is recognized on a straight-line basis over the contract term.

Network fees are billed annually.

Network fees are billed annually for host-owned and monthly for Blink-owned

– Other revenues primarily comprises of revenues generated from alternative fuel credits.

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

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

OF REVENUE RECOGNITION BY CONTRACT

For The Three Months Ended

For The Six Months Ended

For The Nine Months Ended

September 30,

Revenues - Recognized at a Point in Time

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

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

For The Six Months Ended

For The Nine Months Ended

September 30,

Revenues by Geographical Area

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

of June 30, 2023, the Company had $ 21,602 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 June 30, 2023.

of September 30, 2023, the Company had $ 21,935 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, 2023.

The Company expects

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other and recognize the revenue within the next twelve months.

the three and six months ended June 30, 2023, the Company recognized $ 572 and $ 1,007 of revenues, respectively, related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2022.

During the six months ended June 30, 2023,

the three and nine months ended September 30, 2023, the Company recognized $ 771 and $ 1,778 of revenues, respectively, related to network

fees and warranty contracts, which were included in deferred revenues as of December 31, 2022.

During the nine months ended September

30, 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

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useful lives over the useful life of the charging station.

During the three months ended June 30, 2023 and 2022, the Company recorded

$ 188 and $ 125 , respectively, related to grant and rebate revenue.

During the six months ended June 30, 2023 and 2022, the Company recorded

During the three months ended September 30, 2023 and 2022, the Company recorded

$ 47 and $ 83 , respectively, related to grant and rebate revenue.

During the three months ended June 30, 2023 and 2022, the Company recognized

$ 52 and $ 51 respectively, of revenue related to alternative fuel credits.

During the six months ended June 30, 2023 and 2022, the Company

recognized $ 103 and $ 117 , respectively, of revenue related to alternative fuel credits.

During the nine months ended September 30, 2023 and 2022, the Company

recorded $ 284 and $ 283 , respectively, related to grant and rebate revenue.

During the three months ended September 30, 2023 and 2022,

the Company recognized $ 65 and $ 45 , respectively, of revenue related to alternative fuel credits.

During the nine months ended September

30, 2023 and 2022, the Company recognized $ 168 and $ 162 , respectively, of revenue related to alternative fuel credits.

car-sharing services, which are not within scope of ASC 606, pertain to revenues and expenses related to a car-sharing services agreement

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During the three months

ended June 30, 2023 and 2022, the Company recognized $ 957 and $ 279 , respectively, related to car-sharing services revenue.

six months ended June 30, 2023 and 2022, the Company recognized $ 1,209 and $ 518 , respectively, related to car-sharing services revenue.

ended September 30, 2023 and 2022, the Company recognized $ 903 and $ 367 , respectively, related to car-sharing services revenue.

the nine months ended September 30, 2023 and 2022, the Company recognized $ 2,112 and $ 885 , respectively, related to car-sharing services

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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CONCENTRATIONS

the three months ended June 30, 2023 and 2022, sales to a significant customer represented 0 % and 10 % of total revenue,

respectively.

During the three months ended June 30, 2023, the Company made purchases from a significant supplier that represented

14 % of total purchases.

During the six months ended June 30, 2023 and 2022, the Company made purchases from a significant supplier

that represented 13 %

the three months ended September 30, 2023, the Company made purchases from a significant supplier that represented 17 % of total

During the nine months ended September 30, 2023 and 2022, the Company made purchases from a significant supplier that

represented 20 % and 26 %

of total purchases, respectively.

As of June 30, 2023, accounts receivable from a significant customer represented 19 % of total accounts receivable.

As of June 30, 2023, accounts payable to a significant vendor represented 16 % of total accounts payable.

As of September 30, 2023, accounts payable to two significant vendors represented

19 % and 18 % of total accounts payable, respectively.

LOSS PER COMMON SHARE

net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common

shares outstanding during the period.

Diluted net loss per common share is computed by dividing net loss attributable to common shareholders

by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding

if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

Basic net loss per common share is computed by dividing the net loss attributable

to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted net loss per common share

is computed by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding,

plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed

using the treasury stock or if converted method), if dilutive.

following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion

would have been anti-dilutive:

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

For the Three and Six Months Ended

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three and Nine Months Ended

September 30,

Total potentially dilutive shares

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have a significant impact on the Company’s condensed consolidated financial statements.

ISSUED ACCOUNTING STANDARDS

August 2023, the FASB issued ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and

Initial Measurement,” under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in

the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the

formation of the joint venture.

Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint

ventures”) must initially measure its assets and liabilities at fair value on the formation date., the amendments are effective

for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025.

Early adoption is permitted in any annual

or interim period as of the beginning of the related fiscal year.

The adoption of this pronouncement is not expected to have a material

impact on the Company’s condensed consolidated financial statements.

October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure

requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for

purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will

be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related

amendment will be removed from the Codification and will not become effective for any entity.

The adoption of this pronouncement is not

expected to have a material impact on the Company’s condensed consolidated financial statements.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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of the Company, or (c) at the Company’s option, a combination of cash and common stock of the Company with an aggregate value of

aggregate purchase price was $ 30,900 ,

which included a working capital deficit of $ 1,767 and

closing date cash of $ 19 .

fair value of the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was

paid prior to Closing in the form of a note receivable);

aggregate purchase price was $ 30,900 , which included working capital deficit of $ 1,595 and closing date cash of $ 19 .

The fair value of

the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($3,440 was paid at Closing and $2,560 was paid prior to Closing

in the form of a note receivable);

(b) $6,782 in aggregate promissory notes;

and (c) $18,118 in common stock

of Mobility subject to the conditions described above.

payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on the public offering price per

share of such stock in the initial public offering.

The payment of shares of common stock of the Company, if any, will be based on

the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof.

The common stock consideration payable in the amount of $ 18,118

is included within consideration payable on the condensed consolidated balance sheet as of June 30, 2023.

Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible

assets acquired and liabilities assumed for Envoy.

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.

The Envoy 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,

and (c) $18,118 in common stock of Mobility subject to the

conditions described above.

The payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on

the public offering price per share of such stock in the initial public offering.

The payment of shares of common stock of the Company,

if any, will be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior

to issuance thereof.

The common stock consideration payable in the amount of $ 18,118 is included within consideration payable on the

condensed consolidated balance sheet as of September 30, 2023.

The Company engaged a third-party independent valuation specialist to assist

in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Envoy.

The final determination

of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805.

recognized certain measurement period adjustments, as summarized in the fair values of assets acquired and liabilities assumed in the

tables below.

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated

as if the accounting had been completed at the acquisition date.

The 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 relevant acquisition date,

including intangible assets, accounts receivable and certain fixed assets.

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BUSINESS COMBINATIONS – CONTINUED

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

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

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

Purchase Price

(Preliminary)

Purchase Price

Purchase Consideration:

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Internally developed technology

Non-compete agreements

Property and equipment

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Lease liability - non-current portion

Net working capital deficit

Debt-free net working capital deficit

Fair Value of Identified Net Assets

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connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships,

and internally developed technology.

Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology.

internally developed technology and non-compete agreements.

Company used the relief from royalty method when determining the fair value of the acquired trade name and internally developed technology.

The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties

to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of two years and the internally developed technology was assigned a useful life of three years .

to a market participant if it did not own the trade name and internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of 2 years and the internally developed technology was assigned a useful life of 3 years.

determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used.

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of the customer contracts include an assumed income tax rate of 26 %.

The customer relationships were assigned a 15 year useful life.

The customer relationships were assigned a useful life of 5.3 years.

Company used a discounted cash flow model when determining the fair value of the non-compete agreements.

Significant assumptions included

a discount rate of 21 % and an assumed income tax rate of 26 %.

The non-compete agreements were assigned a useful life of 2 years.

fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities.

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and physical deterioration factors including economic useful life, remaining useful life, age, and effective age.

of June 30, 2023, the estimated fair value of the common stock consideration payable was $ 18,118 .

of September 30, 2023, the estimated fair value of the common stock consideration payable was $ 18,118 .

The Company uses a probability-weighted

discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the

acquisition date and at each reporting period.

The significant unobservable inputs used in the fair value measurements are the probability

outcome percentages that are assigned to each scenario.

Significant increases or decreases to either of these inputs in isolation could

result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration

discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition

date and at each reporting period.

The significant unobservable inputs used in the fair value measurements are the probability outcome

percentages that are assigned to each scenario.

Significant increases or decreases to either of these inputs in isolation could result

in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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BUSINESS COMBINATIONS – CONTINUED

components of net working capital deficit are as follows:

components of debt free net working capital deficit are as follows:

Purchase Price

(Preliminary)

Purchase Price

Current assets:

10 unchanged sentences

Net working capital deficit

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

Goodwill of $ 27,797

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.

$ 30,118 from the acquisition of Envoy is not expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to June 30,

condensed consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to September

30, 2023 and do not include results of operations for periods prior to April 18, 2023.

The results of operations of Envoy from April

2023 to June 30, 2023 included revenues of $ 654 and a net loss of $ 851 .

following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June

18, 2023 to September 30, 2023 included revenues of $ 1,896 and a net loss of $ 1,451 .

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

30, 2023 and 2022 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022.

4 unchanged sentences

actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations.

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

OF PROFORMA INFORMATION OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

$ ( 113,977 )

$ ( 185,867 )

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

3 unchanged sentences

thousands except for share and per share amounts)

IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

the three months ended September 30, 2023, the Company considered the decline in its stock price to be an indicator of impairment

and, accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets.

This assessment involved comparing the estimated

fair value of each of its reporting units to the reporting unit’s carrying value, inclusive of the goodwill balance allocated

to the reporting unit.

Estimation of the fair value of each reporting unit involved the projection

of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions related to historical and

market growth rates and gross margin improvements, as well as future operating expense synergies and optimization, among other factors.

Based on its analysis, the Company determined that the carrying value exceeded the estimated fair value as of September 30, 2023 in all

reporting units .

Consequently, the Company recognized a goodwill impairment charge of $ 89,087 in the condensed consolidated

statements of operations during the three and nine months ended September 30, 2023.

The fair value measurements used in the evaluation described above are

considered to be Level 3 valuations within the fair value hierarchy, as the measurements involve projections of discounted future cash

flows, which are derived from unobservable assumptions, the most subjective of which are the discount rates for each respective reporting

The discount rate used in for all reporting units ranged from 20 % to 22.5 %.

in goodwill during the nine months ended September 30, 2023 were as follows:

Beginning balance January 1, 2023

Impairment of goodwill

Acquisition of Envoy

Effect of translation adjustments

Ending balance September 30, 2023

Similarly, the Company determined that the carrying value of certain intangible

assets had exceeded its undiscounted cash flows and, as a result, recorded an intangible asset impairment charge of $ 5,143 in the condensed

consolidated statements of operations during the three and nine months ended September 30, 2023.

Changes in intangible assets during the nine months ended September 30,

2023 were as follows:

SCHEDULE OF INTANGIBLE ASSETS

December 31, 2022

September 30, 2023

Internal use software

Capitalized engineering costs

Trade name and patents

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

accumulated amortization

foreign currency translation

Intangible assets, net

NOTES PAYABLE

TO MERGER AGREEMENT - SEMACONNECT

August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of

the former stockholders of SemaConnect, Inc.

(the “Stockholders’ Representative”), entered into an amendment (the “Amendment”)

to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company

acquired SemaConnect.

the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $ 40,600 ,

plus accrued interest) will be paid by the Company.

As amended, the Company agreed to pay:

(a) within 15 days following our consummation

of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement,

$12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”),

and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000

since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay

the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders.

The Company agreed that

its payment obligations will be guaranteed by all of the Company’s U.S.

subsidiaries and secured by a security interest on all

assets of the Company and its United States subsidiaries.

The Company also agreed that such obligations will be due and payable by April

1, 2025, shortening the original due date from June 13, 2025.

Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $12,500, including

accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior

to the date of the Amendment, provided that under no circumstance will the Company be obligated to issue such number of shares equal

to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued

to such holders in the transaction.

Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5%

per annum following the date of the Amendment until full repayment of Deferred Merger Consideration.

One half of the accrued interest

may be paid in cash and the other half may be paid in-kind.

consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common

stock with a fair value of $ 1,000 (“Consent Fee”) (based on the average closing price on and over the three days before and

after the date of the Amendment) to the Stockholders’ Representative.

The Company also agreed to reimburse up to $ 50 of the Stockholders’

Representative’s out-of-pocket expenses.

The Amendment was determined to be an extinguishment of debt in accordance with ASC 470.

As a result, the Consent Fee of $ 1,000 was accounted for as a loss on extinguishment of notes payable on the condensed consolidated statement

of operations during the three and nine months ended September 30, 2023.

Furthermore, the Company will recognize up to $ 50 of reimbursable

legal fees as a debt discount to the face of the note, which will be amortized through interest expense over the term of the note.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY

9 unchanged sentences

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

On September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital

Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC

(the “Agents”) to conduct an “ATM” equity offering program pursuant to which the Company may issue and sell from

time to time shares of our common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company’s

sales agents.

The Company currently anticipate using the net proceeds from the sale of its shares of common stock under the ATM program

to supplement our operating cash flows to fund EV charging station deployment and growth plans.

The Company also plans to use any remaining

proceeds it receives for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will depend

on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any

partnering and collaboration efforts and technological advances.

During the six months ended June 30, 2023, the Company sold 2,757,168

shares of its common stock for gross proceeds of approximately $ 18,868 pursuant to the ATM program.

As of June 30, 2023, 3,315,889 shares

have been sold pursuant to the ATM program representing gross proceeds of approximately $ 26,565 .

the six months ended June 30, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the six months ended June 30, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with

an issuance date fair value of $ 132 .

the six months ended June 30, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value

of $ 35 in satisfaction of a common stock liability.

the six months ended June 30, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to

the cashless exercise of 796,940 options and warrants.

The options had a weighted average exercise price of $ 3.35 per share and the warrants

had a weighted average exercise price of $ 4.25 per share.

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

ended June 30, 2023 of $ 7,775 and $ 19,439 , respectively, which is included within compensation expense on the condensed consolidated

September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities,

Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”)

to conduct an “ATM” equity offering program pursuant to which the Company may issue and sell from time to time shares of

our common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company’s sales agents.

currently anticipates using the net proceeds from the sale of its shares of common stock under the ATM program to supplement our operating

cash flows to fund EV charging station deployment and growth plans.

The Company also plans to use any remaining proceeds it receives

for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will depend on a number of factors,

such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration

efforts and technological advances.

During the nine months ended September 30, 2023, the Company sold 5,320,635 shares of its common

stock pursuant to the ATM program for gross proceeds of approximately $ 28,260 and net proceeds of approximately $ 27,613 after deducting

offering expenses.

As of September 30, 2023, 6,066,119 shares have been sold pursuant to the ATM program representing gross proceeds

of approximately $ 36,528 .

Included within the 6,066,119 shares sold pursuant to the ATM, are 186,763 shares of the Company’s common stock sold for aggregate proceeds of $ 571 subsequent to September 30, 2023.

the nine months ended September 30, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of

warrants to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the nine months ended September 30, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member

with an issuance date fair value of $ 132 .

the nine months ended September 30, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair

value of $ 35 in satisfaction of a common stock liability.

the nine months ended September 30, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant

to the cashless exercise of 796,940 options and warrants.

The options had a weighted average exercise price of $ 3.35 per share and the

warrants had a weighted average exercise price of $ 4.25 per share.

the nine months ended September 30, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair

value of $ 128 as compensation to employees and its former Chief Executive Officer.

the nine months ended September 30, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered

by the recipients for payroll tax purposes.

These shares were surrendered and cancelled as of September 30, 2023.

the nine months ended September 30, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair

value of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer.

See Note 9 – Commitments and

Contingencies – Separation Agreement for additional details.

Note 5 – Notes Payable for details of the issuance of 158,372 shares of common stock in connection with the extinguishment of notes

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

ended September 30, 2023 of $ 1,104 and $ 20,543 , respectively, which is included within compensation expense on the condensed consolidated

statements of operations.

The Company recognized stock-based compensation expense related to common stock, stock options and warrants

for the three and six months ended June 30, 2022 of $ 1,027 and $ 2,989 , respectively, which is included within compensation expense on

the condensed consolidated statements of operations.

As of June 30, 2023, there was $ 5,910 of unrecognized stock-based compensation expense

that will be recognized over the weighted average remaining vesting period of 1.74 years.

for the three and nine months ended September 30, 2022 of $ 4,832 and $ 7,821 , respectively, which is included within compensation expense

on the condensed consolidated statements of operations.

As of September 30, 2023, there was $ 5,008 of unrecognized stock-based compensation

expense that will be recognized over the weighted average remaining vesting period of 1.57 years.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

RELATED PARTY TRANSACTIONS

Note 9 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

Company and a group of three

Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective

shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under the laws

of Cyprus on the same date.

Pursuant to the agreement, the Company is not required to fund operating losses.

The Company owns 40 %

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.

did not record sales to Hellas during the three and six months June 30, 2023.

During the three and six months ended June 30, 2022,

the Company recognized sales of $ 0

respectively, As of June 30, 2023 and December 31, 2022 the Company had a payable of approximately $ 85 and $ 84 ,

respectively, to Hellas.

Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

The Company owns 40% of the Entity while the other three entities own 60% of the Entity.

Subsequently,

two of the three other parties exited the joint venture and the remaining other party acquired the ownership of the exiting partners.

The Entity currently owns 100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the Greek EV

The obligation to fund the future operations of the Entity is limited Company’s 40% ownership.

The Company did not record

sales to Hellas during the three and nine months ended September 30, 2023.

During the three and nine months ended September 30, 2022,

the Company recognized sales of $0 and $68, respectively, As of September 30, 2023 and December 31, 2022 the Company had a payable of

approximately $68 and $84, respectively, to Hellas.

In addition, the Company had invested $92 and $0 as of September 30, 2023 and December

31, 2022, respectively, in Hellas.

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

1 unchanged sentence

in the Entity.

From inception through June 30, 2023, 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 six months ended June 30, 2023 and 2022.

CHARGING UK LIMITED

of June 30, 2023, several close family members of a senior management employee are providing services to Electric Blue Limited.

the three and six months ended June 30, 2023, these related parties have collectively provided services worth $ 39

respectively, to Electric Blue

Furthermore, as of June 30, 2023, there were purchase commitments of $ 23 to

the same related parties.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

operating lease expenses for the three and six months ended June 30, 2023 were $ 655

From inception through September 30, 2023, 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 nine months ended September 30,

2023 and 2022

respectively, and for the three and six months ended June 30, 2022 were $ 175

respectively, which were recorded in other operating expenses on the condensed consolidated statements of operations.

lease expenses consist of rent expense, common area maintenance adjustments and other expenses.

of June 30, 2023, the Company had $ 2,068 of right-of-use assets that were classified as financing leases for vehicles associated with

the operations of Blink Mobility are included as a component of property and equipment on the condensed consolidated balance sheet as

of June 30, 2023.

of June 30, 2023, the Company did not have additional operating and financing leases that have not yet commenced.

the three and six months ended June 30, 2023, the Company recorded $ 106 and $ 116 , respectively,

of interest expense related to finance leases,

which were recorded within interest expense on the condensed consolidated statements of operations.

During the three and six months ended

June 30, 2023, the Company recorded amortization expense of $ 353

CHARGING UK LIMITED

of September 30, 2023, several close family members of a senior management employee are providing services to Electric Blue Limited.

For the three and nine months ended September 30, 2023, these related parties have collectively provided services worth $ 119 and $ 244 ,

respectively, to Electric Blue Limited.

Furthermore, as of September 30, 2023, there were purchase commitments of $ 0 to the same related

operating lease expenses for the three and nine months ended September 30, 2023 were $ 578 and $ 1,727 respectively, and for the three

and nine months ended September 30, 2022 were $ 185 and $ 528 , respectively, which were recorded in other operating expenses on the condensed

consolidated statements of operations.

Operating lease expenses consist of rent expense, CAM adjustments and other expenses.

of September 30, 2023, the Company did not have additional operating and financing leases that have not yet commenced.

During the three and nine months ended September 30, 2023, the Company

recorded $ ( 1 ) and $ 115 , respectively, of interest (benefit) expense related to finance leases, which were recorded within interest expense on the condensed consolidated

statements of operations.

During the three and nine months ended September 30, 2023, the Company recorded amortization expense of $ 394

related to finance leases.

There were no

expenses incurred related to finance leases during

the six months ended June 30, 2022.

There were no expenses

incurred related to finance leases during the nine months ended September 30, 2022.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Six Months Ended

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Nine Months Ended

September 30,

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

17 unchanged sentences

Finance leases

minimum payments under non-cancellable leases as of June 30, 2023 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

LEASES – CONTINUED

minimum payments under non-cancellable leases as of September 30, 2023 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

3 unchanged sentences

imputed interest

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

of June 30, 2023, the Company had purchase commitments of approximately $ 33,000 , of which, approximately $ 23 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.

of September 30, 2023, the Company had purchase commitments of approximately $ 49,492 , 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.

The Company may be subject to lawsuits,

investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with

vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of

The Company accrues for losses that are both probable and reasonably estimable.

Loss contingencies are subject to

significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and

subject to change.

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of September 30,

2023, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized

in the condensed consolidated financial statements.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing

matters described herein cannot be predicted with certainty.

While litigation is inherently unpredictable, the Company believes it has

valid defenses with respect to the legal matters pending against it.

However, future events or circumstances, currently unknown to management,

may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting

On August 24, 2020, a purported securities class action

lawsuit, captioned Bush v.

Blink Charging Co.

et al ., Case No.

20-cv-23527, was

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

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

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

20-cv-23527, was filed in the United States District Court for the

Southern District of Florida against the Company, Michael Farkas (Blink’s former Chairman of the Board and Chief Executive Officer),

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

On September 1, 2020, another purported securities

class action lawsuit, captioned Vittoria v.

Blink Charging Co.

et al ., Case No.

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

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.

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 June 30, 2023 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.

Farkas et al.,

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

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

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

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.

The Company has retained legal counsel to defend the action vigorously.

The Company has not recorded an accrual related to this matter

as of September 30, 2023 as it determined that any such loss contingency was either not probable or estimable.

On September 15, 2020, a shareholder derivative lawsuit,

captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al ., Case No.

20- 19815CA01, was filed in Miami-Dade

County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the

“Klein Lawsuit”).

Blink is named as a nominal defendant.

The Klein Lawsuit asserts

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

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

The Klein Lawsuit asserts

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

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

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

and attorneys’ fees and other litigation expenses.

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

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

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 June 30, 2023 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.

al., Case No.

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

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

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

On February 17, 2021, the parties

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

Derivative Litigation, Lead Case No.

The Klein Lawsuit asserts that the Director defendants caused Blink

to make the statements that are at issue in the securities class action and, as a result, the Company will incur costs defending against

the consolidated Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserts claims against the Director defendants

for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment.

Klein did not quantify the

alleged damages in his complaint, but he seeks damages sustained by the Company as a result of the defendants’ breaches of fiduciary

duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other

litigation expenses.

The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in

the consolidated Bush Lawsuit.

On June 17, 2022, the court substituted the executrix of Klein’s estate as the plaintiff.

has not recorded an accrual related to this matter as of September 30, 2023 as it determined that any such loss contingency was either

not probable or estimable.

On December 23, 2020, another shareholder derivative action, captioned

Bhatia (derivatively on behalf of Blink Charging Co.) v.

Farkas et al ., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit

Court against the same defendants sued in the Klein Lawsuit and asserting similar claims, as well as additional claims relating to the

Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor

(the “Bhatia Lawsuit”).

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

consolidated under the caption In re Blink Charging Company Stockholder Derivative Litigation , Lead Case No.

2020-019815-CA-01.

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

The court subsequently

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

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 June 30, 2023 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.

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 June

The court subsequently vacated the consolidation order and explained the

parties should first file a motion to transfer, which the parties have done.

On June 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 to defend the action vigorously.

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

30, 2023, as it determined that any such loss contingency was either not probable or estimable.

Company estimates an approximate cost of $ 390 to repair deployed chargers, which the Company owns as of June 30, 2023.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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COMMITMENTS AND CONTINGENCIES – CONTINUED

LITIGATION AND DISPUTES

On February 7, 2022, another shareholder derivative lawsuit, captioned

McCauley (derivatively on behalf of Blink Charging Co.) v.

Farkas 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 defendant.

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.

On March 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.

has not recorded an accrual related to this matter as of September 30, 2023, as it determined that any such loss contingency was either

not probable or estimable.

Company estimates an approximate cost of $ 567 to repair deployed chargers, which the Company owns as of September 30, 2023.

June 21, 2023, the Company and its former Chief Executive Officer Michael D.

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the Company agreed to provide Mr.

Farkas with (i) $ 6,028 in cash compensation, (ii) 383,738 shares of the Company’s common

stock (approximately $ 2,600 was included in accrued expenses and other current liabilities as of June 30, 2023 related to the common

stock since the shares had not been issued by the Company as of such date;

as of the date of filing, the shares have not been issued),

Farkas with (i) $ 6,028 in cash compensation, (ii) 383,738 shares of the Company’s common stock

and (iii) reimbursement for medical benefits under COBRA for 24 months or until Mr.

2 unchanged sentences

In addition, Mr.

Farkas’ outstanding issued and unvested equity awards vested (as a result, the Company

recognized approximately $ 2,900 of stock-based compensation expense during the three months ended June 30, 2023 related to the accelerated

Farkas’ outstanding issued and unvested equity awards became vested and, as a result,

the Company recognized approximately $ 2,900 of stock-based compensation expense during the nine months ended September 30, 2023 related

to the accelerated awards.

In return, Mr.

Farkas agreed that he has received all compensation to which he is entitled with respect to his employment or

termination thereof (except for any obligations under the parties’ Commission Agreement, dated as of November 17, 2009) and Mr.

Farkas agreed that he has received all compensation to which he is entitled with respect to

his employment or termination thereof (except for any obligations under the parties’ Commission Agreement, dated as of November

17, 2009) and Mr.

Farkas released the Company from all claims that he might have related to his employment.

Farkas acknowledged that the terms

of his non-competition and non-solicitation covenants under his Employment Agreement remain in effect, except that Mr.

Farkas will be

permitted to continue to work with certain individuals with whom he has a current relationship outside of the Company.

SUBSEQUENT EVENTS

AMENDMENT TO MERGER AGREEMENT - SEMACONNECT

August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of

the former stockholders of SemaConnect, Inc.

(the “Stockholders’ Representative”), entered into an amendment (the “Amendment”)

to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company

acquired SemaConnect.

the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $ 40,600 ,

plus accrued interest) will be paid by the Company.

As amended, the Company agreed to pay:

(a) within 15 days following our consummation

of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement,

$12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”),

and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000

since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay

the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders .

The Company agreed that

its payment obligations will be guaranteed by all of the Company’s United States subsidiaries and secured by a security interest

on all assets of the Company and its United States subsidiaries.

The Company also agreed that such obligations will be due and payable

by April 1, 2025, shortening the original due date from June 13, 2025.

Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $12,500, plus

accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior

to the date of the Amendment;

provided that under no circumstance will the Company be obligated to issue such number of shares equal

to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued

to such holders in the transaction.

Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5%

per annum following the date of the Amendment until full repayment of Deferred Merger Consideration .

One half of the accrued interest

may be paid in cash and the other half may be paid in kind.

consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue shares of its common stock

with a value of $ 1,000 (based on the average closing price on and over the three days before and after the date of the Amendment) to

the Stockholders’ Representative.

The Company also agreed to reimburse up to $50 of the Stockholders’ Representative’s

out-of-pocket expenses.

June 30, 2023, the parties to the Amendment entered into an interim amendment to the Merger Agreement for administrative purposes, modifying

the transaction amount threshold related to Deferred Cash Consideration in the Merger Agreement from $ 125,000 to $ 127,000 .

Farkas acknowledged

that the terms of his non-competition and non-solicitation covenants under his Employment Agreement remain in effect, except that Mr.

Farkas will be permitted to continue to work with certain individuals with whom he has a current relationship outside of the Company.

During the three months ended September 30, 2023, the Company issued 383,738 shares of common stock with an issuance date fair value

of $ 2,900 to Mr.

Farkas in connection with the Separation Agreement of which 370,899 shares of common stock with a fair value of $ 2,600

was previously accrued for as of June 30, 2023.

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