Item 3. Legal Proceedings
ITEM
3.
LEGAL
PROCEEDINGS.
We
have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental to our
business. Certain of the claims that have been made against us allege, among other things, breach of contract or breach of express and
implied warranties with regard to our products. Although litigation is inherently uncertain, and we believe we are insured against many
such instances, based on past experience and the information currently available, management does not believe that any currently pending
and threatened litigation or claims will have a material adverse effect on our financial position, liquidity or results of operations.
However, future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened
litigation or claims will ultimately have a material effect on our financial position, liquidity or results of operations in any future
reporting periods.
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. Blink Charging Co. et al., Case No. 20-cv-23643,
was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover
the same alleged damages (the “Vittoria Lawsuit”). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the
Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs.
The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021. The Amended Complaint alleges, among other things, that the defendants
made false or misleading statements about the size and functionality of the Blink Network and asserts claims under Sections 10(b) and
20(a) of the Securities Exchange Act of 1934. The Amended Complaint does not quantify damages but seeks to recover damages on behalf
of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020. On April 20, 2021,
Blink and the other defendants filed a motion to dismiss the Amended Complaint. On November 27, 2023, the court granted in part and denied
in part defendants’ motion to dismiss. The court dismissed Co-Lead Plaintiffs’ claims relating to the size of Blink’s
charging network and denied the remainder of the motion to dismiss. On December 15, 2023, the court entered a scheduling order, setting
the case for trial starting on February 24, 2025, among other things. Defendants answered the Amended Complaint on December 18, 2023.
The parties are engaged in discovery and have scheduled a mediation for April 3, 2024. 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 December 31, 2023 as it determined that any such loss contingency was either not probable or estimable.
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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
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.
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 April 11, 2023, the court consolidated
the Bhatia action with the Klein action and dismissed the Bhatia action with prejudice. At the parties’ request, the court has
stayed all proceedings until the completion of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they
no longer consent to the voluntary 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 December 31, 2023
as it determined that any such loss contingency was either not probable or estimable.
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, which expired automatically
upon the ruling on the motion to dismiss in the Bush Lawsuit. On December 13, 2023, the Nevada court approved the parties’ stipulation
to continue the stay until the close of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they no longer
consent to the voluntary stay. The Company has not recorded an accrual related to this matter as of December 31, 2023 as it determined
that any such loss contingency was either not probable or estimable.
ITEM
4.
MINE
SAFETY DISCLOSURES.
Not
applicable.
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PART
II