What changed in this filing

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Item 1A. Risk Factors

2024-03-18 compared with 2023-03-14 · 355 added, 293 removed, 394 unchanged (62% 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 (“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

RISK FACTORS.

addition to other information in this Annual Report 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, cash flow, results of operations, financial

condition and future business prospects could be materially and adversely affected, and the trading price of our common stock could decline.

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.

Related to Our Business

have a history of substantial net losses and expect losses to continue in the future;

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our financial condition could suffer.

have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future.

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

We have experienced substantial net losses, and we expect to continue

to incur substantial losses for the foreseeable future.

We incurred net losses of approximately $203.7 million, $91.6 million and $55.1

million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, we had net working capital of approximately

$152.0 million and an accumulated deficit of approximately $537.7 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.

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.

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.

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.

We may need to borrow additional funds or sell our equity or debt

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 broader market acceptance or develops slower than we expect, our business, prospects, financial condition

and operating results will be harmed.

The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by

rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent

new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse

events or accidents occur that are linked to the quality or safety of EVs;

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

revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles in a market that is still in its early stages.

growth is highly dependent upon the adoption by consumers of EVs, and we are subject to the risk of reduced demand for EVs.

If the 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.

The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing

technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle

announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:

● perceptions

about EV quality, safety (in particular with respect to lithium-ion battery packs), design,

performance and cost, especially if adverse events or accidents occur that are linked to

the quality or safety of EVs;

limited range over which EVs may be driven on a single battery charge and concerns about

running out of power while in use;

● limitations

in the development of battery technology;

regarding the stability of the electrical grid;

in the fuel economy of the internal combustion engine;

● improvements in the fuel economy of the internal combustion engine;

initial cost of purchasing EVs compared to conventional gas-powered automobiles;

number, price and variety of EV models available for purchase;

desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

supply chain disruptions including availability of certain components such as semiconductors,

microchips and lithium, availability of batteries and battery materials, and geopolitical

and trade issues that may disrupt the EV supply chain;

environmental consciousness of consumers;

in the cost of oil and gasoline;

perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

perceptions of the dependency of the United States on oil from unstable or hostile countries

and the impact of international conflicts;

regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge

availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of

nonpolluting vehicles.

to charging stations, standardization of EV charging systems and consumers’ perceptions

about convenience and cost to charge an EV;

availability of tax and other governmental incentives to purchase and operate EVs or future

regulation requiring increased use of zero emission vehicles.

influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially

and adversely affect our business, operating results, financial condition and prospects.

to corporate average fuel economy standards may negatively impact the EV market and demand for our products.

received an SEC subpoena and are cooperating with the SEC.

July 2023, we received a subpoena from the SEC requesting the production of documentation and other information since January 1, 2020,

relating to various subjects, including executive departures, related-party transactions, and EV charging station and other discrete

disclosure matters.

We intend to fully cooperate with the SEC and are in the process of responding to the subpoena.

At this point, we

are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation

may have on us.

We can provide no assurances as to the outcome of the SEC investigation.

to corporate average fuel economy standards may negatively impact the EV market, which would adversely affect our business.

regulatory initiatives have required an increase in the consumption of renewable transportation fuels, such as ethanol and biodiesel,

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no longer purchase EVs, it would materially and adversely affect our business, operating results, financial condition and prospects.

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

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.

are unable to predict the ultimate impact of continuing equipment order delays and chip shortages on our business and future results

of operations, financial position and cash flows.

Covid-19 pandemic 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 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 of Covid-19 or its variants.

As a result, we are unable to predict the ultimate impact that continuing equipment

order delays and chip shortages 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

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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.

the current Russia-Ukraine and Middle East conflicts have created extreme volatility in the global financial markets and are 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 for 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 conflicts

in Ukraine and the Middle East, 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.

A loss of any of these partners would

The loss of any of these partners would

negatively affect our business.

rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which generally singularly sourced

with respect to components as well as aftermarket maintenance and warranty services.

rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which is generally sole-sourced with

respect to components as well as aftermarket maintenance and warranty services.

The reliance on a limited number of vendors increases

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or replace them on acceptable terms, which may impact our ability to install chargers in a timely manner.

Thus, a loss of any significant

Thus, the loss of any significant

vendor would have an adverse effect on our business, financial condition and operating results.

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We seek to pass on to customers such increased costs but sometimes we are unable to do so.

Even when we are able to pass

on such costs to our customers, from time to time, sporadic unanticipated increases in the costs of certain supply items due to market

or economic conditions may result in a timing delay in passing on such increases to our customers.

This type of spike and unanticipated

increase in EV charger costs could adversely affect our operating performance, and the adverse effect could be greater if we are delayed

in passing on such additional costs to our customers (e.g., where we may not be able to pass such increase on to our customers until

the time of our next scheduled service billing review).

We seek to mitigate the impact of an unanticipated increase in such supplies’

costs through consolidation of vendors, which increases our ability to obtain more favorable pricing.

Even when we can pass on such

costs to our customers, from time to time, sporadic unanticipated increases in the costs of certain supply items due to market or economic

conditions may result in a timing delay in passing on such increases to our customers.

This type of spike and unanticipated increase

in EV charger costs could adversely affect our operating performance, and the adverse effect could be greater if we are delayed in passing

on such additional costs to our customers (e.g., where we may not be able to pass such increase on to our customers until the time of

our next scheduled service billing review).

We seek to mitigate the impact of an unanticipated increase in the cost of such supplies

through consolidation of vendors, which increases our ability to obtain more favorable pricing.

cost of labor may be influenced by factors in certain market areas.

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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

may 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.

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

The proceeds from our existing at-the-market (“ATM”)

program and funds from other potential sources, along with our cash and cash equivalents, may not be sufficient to fund our operations

for the near future 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;

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;

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.

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.

If 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

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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.

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 like the recent Covid-19 pandemic.

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 stations.

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.

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, 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

could harm our business and our customers.

Our major sites in Bowie, Maryland, Los Angeles, California, and Tempe, Arizona

are vulnerable to climate change effects.

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, cyberattacks, phishing attacks and spamming that could result in security and privacy breaches and interruption

in service could harm our business and our customers.

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and

operations and loss, misuse or theft of data.

Computer malware, viruses, computer hacking and phishing attacks against online networking

platforms have become more prevalent and may occur on our systems in the future.

Any attempts by hackers to disrupt our website service

or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand.

security business disruption insurance may not be sufficient to cover significant expenses and losses related to direct attacks on our

website or internal systems.

Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the

functionality of our services.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption

or attack, any failure to maintain performance, reliability, security and availability of our products and services and technical infrastructure

may harm our reputation, brand and our ability to attract customers.

Any significant disruption to our website or internal computer systems

could result in a loss of customers and could adversely affect our business and results of operations.

Computer malware, viruses, computer hacking, cyberattacks and phishing attacks against

online networking platforms have become more prevalent and may occur on our systems in the future.

Any attempts by hackers to disrupt

our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation

Our network security business disruption insurance may not be sufficient to cover significant expenses and losses related to

direct attacks on our website or internal systems.

Efforts to prevent hackers from entering our computer systems are expensive to implement

and may limit the functionality of our services.

Though it is difficult to determine what, if any, harm may directly result from any

specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and services

and technical infrastructure may harm our reputation, brand and our ability to attract customers.

Any significant disruption to our website

or internal computer systems could result in a loss of customers and could adversely affect our business and results of operations.

have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety

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As technologies change, we

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.

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.

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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disrupt our operations and ultimately prevent us from generating the revenues we expect.

order to take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand our marketing

take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant strain on our management and our operational, accounting, and information systems.

We expect that we will need to continue to improve our financial controls, operating procedures and management information systems.

will also need to effectively train, motivate and manage our employees.

Our failure to manage our growth could disrupt our operations

and ultimately prevent us from generating the revenues we expect.

to continue improving our financial controls, operating procedures and management information systems.

We will also need to effectively

train, motivate and manage our employees.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from

generating the revenues we expect.

order to achieve the above-mentioned targets, the general strategies of our company are to maintain and search for hard-working employees

who have innovative initiatives, as well as to keep a close eye on expansion opportunities through merger and/or acquisition.

recently announced strategic plan emphasizes achieving positive adjusted EBITDA by December 2024, but there is no assurance that we will

achieve such target.

recently announced strategic plan to achieve positive adjusted EBITDA by December 2024 is subject to many variables.

No assurance can

be given that we will be able to achieve that target.

Factors that may impact our ability to achieve positive adjusted EBITDA by December

2024 include:

● inconsistent

and unpredictable net cash flow;

of revenue growth;

to control operating costs;

decrease in our stock price;

to raise growth capital;

● restrictions

on our operations due to regulations and other disruptions.

severity of the factors described above may adversely impact our target to achieve positive adjusted EBITDA by December 2024.

event that we do not achieve our target, we may become reliant on borrowing additional funds or selling our equity or debt securities,

or some combination of both.

Such additional funding may not be available on commercially reasonable terms, or at all.

In addition, we

may not be able to pursue our current business strategy such as pursuing strategic alliances, expanding into new markets or investing

in the development of new technologies.

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:

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 our acquisitions of SemaConnect, Electric Blue and Envoy Technologies, 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;

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

associated with acquisitions;

sales assumptions for potential acquisitions;

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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.

Farkas, our Chairman and Chief Executive Officer.

presently depend to a significant extent upon the experience, abilities and continued services of Michael D.

Farkas, our Chairman and

Chief Executive Officer.

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.

future success also depends upon our ability to attract and retain highly qualified personnel.

future success depends on our ability to attract and retain highly qualified personnel.

future success depends upon our ability to attract and retain highly qualified personnel.

Expansion of our business and the management

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on our business, prospects, financial condition or operating results.

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.

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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Our currently issued

patents and any patents that may issue in the future with respect to pending or future patent applications may not provide sufficiently

patents and any patents that may be issued in the future with respect to pending or future patent applications may not provide sufficiently

broad protection, or they may not prove to be enforceable in actions against alleged infringers.

Also, we cannot assure you that any future

service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be

enforceable or provide adequate protection of our proprietary rights.

Also, we cannot assure you that any

future service mark registrations will be issued with respect to pending or future applications or that any registered service marks

will be enforceable or provide adequate protection of our proprietary rights.

endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access

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Moreover, others may independently develop technologies that are competitive

to ours or infringe our intellectual property.

with ours or infringe our intellectual property.

The enforcement of our intellectual property rights also depends on our legal actions

against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.

effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services

are available over the Internet.

In addition, the legal standards relating to the validity, enforceability and scope of protection of

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

Risks Related to Legal Matters and Regulations

effective patents, trademark, service mark, copyright and trade secret protection may not be available in every country in which our

services are available over the Internet.

In addition, the legal standards relating to the validity, enforceability and scope of protection

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

may not be able to protect our intellectual property rights throughout the world.

prosecuting and defending all current and future patents in all countries throughout the world would be prohibitively expensive, and

our intellectual property rights in some countries outside the United States can be less extensive than those in the United States.

addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws

in the United States.

Consequently, we may not be able to prevent third parties from infringing on our inventions in all countries outside

the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions.

Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and,

further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as

that in the United States.

These products may compete with our product candidates, and our patents or other intellectual property rights

may not be effective or sufficient to prevent them from competing.

legal systems of many foreign countries do not favor the enforcement of patents and other intellectual property protection, which could

make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights.

For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties.

addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors.

In these countries, patents may provide limited or no benefit.

Proceedings to enforce our patent rights in foreign jurisdictions could

result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of

being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert

claims against us.

We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be

commercially meaningful.

Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain

a significant commercial advantage from the intellectual property that we develop or license.

If we or any of our licensors is forced

to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and

our business, financial condition, results of operations, and prospects may be adversely affected.

risk of loss of our intellectual property, trade secrets or other sensitive business or customer confidential information, and disruption

of operations due to cyberattacks or data breaches could negatively impact our financial results.

or data breaches could compromise confidential, business-critical information, cause disruptions in our operations, expose us to potential

litigation or harm our reputation.

We have important assets, including intellectual property, trade secrets, and other sensitive business-critical

and/or confidential information which may be vulnerable to such incidents.

While we have a comprehensive cybersecurity program that is

continually reviewed, maintained and upgraded, we cannot assure that we are invulnerable to cyberattacks and data breaches which, if

significant, could negatively impact our business and financial results.

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.

business is subject to a variety of federal, state and international laws and regulations, including those with respect government incentives

promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations, and the interpretation

or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application of government subsidies

and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government

sources and diminished demand for our products.

In addition, new laws or regulations affecting our business could be enacted.

and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our

business is subject to a variety of federal, state and international laws and regulations, including those with respect to government

incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations, and the

interpretation or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application of

government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues

from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business could be

These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely

affect our business.

are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems.

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affect our business.

are a number of significant matters under review and discussion with respect to government regulations which may affect business and/or

harm our customers, and thereby adversely affect our business, financial condition and results of operations.

are a number of significant matters under review and discussion with respect to government regulations which may affect our business

and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations.

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

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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.

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 Foreign Corrupt Practices Act of 1977, as amended (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.

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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,

and our operations, as well as those of our 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

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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.

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 ours or our

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,

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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.

reforms under consideration (such as those related to the Organization for Economic Co-operation and Development’s 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,

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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.

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.

As disclosed under Item 9A., Controls and

Procedures, management concluded that material weaknesses in our internal control over financial reporting existed as of December 31,

Management identified information technology deficiencies in the design and implementation of change management and user access

controls over financial IT applications and underlying records that:

support the Company’s financial reporting processes, impact

automated process-level and manual controls, and provide the assurance that the data produced by these systems is complete and accurate.

The access issues relate to appropriate segregation of duties that would adequately restrict user

and privileged access to the financially relevant applications and underlying records to the appropriate Company personnel.

has considered the IT deficiencies to be a material weakness in internal controls over financial reporting as of December 31, 2023.

2023, management reported a material weakness related to the operational effectiveness of its internal controls related to review of the

impairment and allocation of goodwill and intangible assets.

failure to maintain appropriate and effective internal controls over our financial reporting could result in misstatements in our financial

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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.

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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investors, resulting in a decline in the price of our common stock.

Associated with Our Securities

Related to Ownership of Our Securities

common stock price fluctuated significantly in 2023 and is likely to continue to fluctuate from its current level in 2024.

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.

The market price of shares of our common stock fluctuated significantly

in 2023 and is likely to continue to fluctuate from its current level in 2024.

During 2023 and through March 15, 2024, for example, the

closing price of our shares ranged from a low of $2.24 per share to a high of $15.00 per share and, as of March 15, 2024, our stock price

was $2.92 per share.

Future announcements concerning the introduction of new products, services or technologies or changes in product

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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.

Investors seeking short-term liquidity should be aware that we cannot provide assurance 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 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

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

in place and possible issuance of stock from the acquisition of Envoy Technologies by our subsidiary;

the issuance of such shares could

have a significant dilutive impact on our stockholders.

of March 12, 2024, we had outstanding warrants to purchase 1,145,914 shares of common stock and stock options to purchase 936,245

shares of common stock.

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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.

In connection with the acquisition of Envoy Technologies by our Blink Mobility subsidiary in April 2023, we agreed,

in the event Blink Mobility fails to satisfy its deferred payment obligation by April 18, 2025 by issuing its shares (following an initial

public offering) or making a cash payment to the former stockholders of Envoy Technologies in an amount of up to $21,000, to issue

shares of our common stock (or, at our option, pay in cash or a combination thereof) to such former Envoy Technologies stockholders.

The payment of shares of our common stock, if any, would 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, and such shares would be subject to a leak-out agreement for a period of

120 days following the issuance whereby recipients of such stock may sell no more than up to 1% of such stock held by such recipient

on any trading day and up to 20% of such stock during any given month.

Accordingly, we may 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 on the public market could cause the market price of our common stock to decline.

If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock

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sell the shares.

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

all of our assets.

This concentrated voting power could discourage others from initiating any potential merger, takeover or other change-of-control

transaction that may otherwise be beneficial to our stockholders.

Further, this concentrated insider ownership will limit the practical effect

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

Any of these effects could depress the price

of our common stock.

Articles of Incorporation grant our board the power to issue additional shares of common and preferred stock and to designate additional

series of preferred stock, all without stockholder approval.

Articles of Incorporation grant our Board the power to issue additional shares of common and preferred stock and to designate series

of preferred stock, all without stockholder approval.

are authorized to issue 540,000,000 shares of capital stock, of which 40,000,000 shares are authorized as preferred stock.

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in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common stock.

example, our Articles of Incorporation and Bylaws permit us to issue, without any further vote or action by stockholders, up to 40,000,000

shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series

and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating,

optional, and other special rights, if any, and any qualifications, limitations or restrictions of the shares of the series.

example, our Articles of Incorporation and Bylaws, as amended, permit us to issue, without any further vote or action by the stockholders,

up to 40,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting

the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative,

participating, optional, and other special rights, if any, and any qualifications, limitations or restrictions of the shares of the series.

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/or trading volume could decline.

about our business, our share price and 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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may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise attempt to effect changes and assert

influence on our Board of Directors and management.

Activist campaigns that contest or conflict with our strategic direction or seek

changes in the composition of our Board of Directors could have an adverse effect on our operating results and financial condition.

proxy contest would require us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated

costs and require significant time and attention by our Board of Directors and management, diverting their attention from the pursuit

of our business strategy.

Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy,

or changes to the composition of our Board of Directors or senior management team arising from a proxy contest could lead to the perception

of a change in the direction of our business or instability which may result in the loss of potential business opportunities, make it

more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners,

any of which could adversely affect our business and operating results.

If individuals are ultimately elected to our Board of Directors

with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value

for our shareholders.

We may choose to initiate, or may become subject to, litigation as a result of a proxy contest or matters arising

from a proxy contest, which would serve as a further distraction to our Board of Directors and management and would require us to incur

significant additional costs.

In addition, actions such as those described above could cause significant fluctuations in our stock price

based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and

prospects of our business.

influence on our Board and management.

Activist campaigns that contest or conflict with our strategic direction or seek changes in the

composition of our Board could have an adverse effect on our operating results and financial condition.

A proxy contest would require

us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated costs and require significant

time and attention by our Board and management, diverting their attention from the pursuit of our business strategy.

Any perceived uncertainties

as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our Board or senior

management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability

which may result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit

our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating

If individuals are ultimately elected to our Board with a specific agenda, it may adversely affect our ability to effectively

implement our business strategy and create additional value for our shareholders.

We may choose to initiate, or may become subject to,

litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our

Board and management and would require us to incur significant additional costs.

In addition, actions such as those described above could

cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not

necessarily reflect the underlying fundamentals and 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

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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.

Accordingly, stockholders must be prepared to rely on sales of their common stock after

price appreciation to earn an investment return, which may never occur.

Investors seeking cash dividends should not purchase our common

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.

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