What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-10 · 381 added, 334 removed, 326 unchanged (69% of the section changed)

Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

thousands, except for share amounts)

27 unchanged sentences

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 101,067,207 and 92,818,233 shares

issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

7 unchanged sentences

For The Three Months Ended

For The Six Months Ended

Product sales

18 unchanged sentences

Loss From Operations

Other Income:

Other Income (Expense):

Interest expense

Foreign transaction (loss) gain

Change in fair value of derivative and other accrued liabilities

Dividend and interest income

Total Other Income

Total Other Income (Expense)

Loss Before Income Taxes

5 unchanged sentences

For the Three Months Ended

Other Comprehensive Loss:

For the Six Months Ended

Other Comprehensive Income (Loss):

Cumulative translation adjustments

2 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2024

the Three and Six Months Ended June 30, 2024

thousands, except for share amounts)

8 unchanged sentences

$ ( 554,896 )

[1] Includes gross

proceeds of $ 25,651 ,

less issuance costs of $ 581 .

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

Stock-based compensation

Common stock issuance, net

Other comprehensive loss

Balance - June 30, 2024

$ ( 574,955 )

[1] Includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2023

the Three and Six Months Ended June 30, 2023

thousands, except for share amounts)

3 unchanged sentences

$ ( 334,030 )

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

5 unchanged sentences

$ ( 363,831 )

[1] Includes gross

proceeds of $ 100,000 ,

less issuance costs of $ 5,234 .

Stock-based compensation

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

Reclassification of common stock liability to equity

Common stock issued upon cashless exercise of options and warrants

Other comprehensive income

Balance - June 30, 2023

$ ( 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 .

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

Consolidated Statements of Cash Flows

For The Three Months Ended

For The Six Months Ended

Cash Flows From Operating Activities:

3 unchanged sentences

Change in fair value of contingent consideration

Gain on disposal of fixed assets

Loss on disposal of fixed assets

Change in fair value of derivative and other accrued liabilities

1 unchanged sentence

Provision for slow moving and obsolete inventory

Provision for bad debt

Provision for credit losses

Stock-based compensation

Changes in operating assets and liabilities:

Accounts receivable and other receivables

Accounts receivable

Prepaid expenses and other current assets

3 unchanged sentences

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Used In Operating Activities

Cash Flows From Investing Activities:

Purchase consideration of Envoy, net of cash acquired

Capitalization of engineering costs

8 unchanged sentences

Net Cash (Used In) Provided By Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

of Exchange Rate Changes on Cash and Cash Equivalents

Net (Decrease) Increase

In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

3 unchanged sentences

Restricted cash

[1] Includes gross

proceeds of $ 25,651 , less issuance costs of $ 581 .

[1] Includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Consolidated Statements of Cash Flows — Continued

For The Three Months Ended

For The Six Months Ended

Supplemental Disclosures of Cash Flow Information:

3 unchanged sentences

Property and equipment obtained in exchange for finance lease obligations

Intangible assets obtained in exchange for financing liability

Note receivable applied to purchase consideration of Envoy

Common stock issuance, net

Transfer of inventory to property and equipment

2 unchanged sentences

thousands except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

and Operations

25 unchanged sentences

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

March 31, 2024 and for the three months then ended.

The results of operations for the three months ended March 31, 2024 are not necessarily

indicative of the operating results for the full year ending December 31, 2024 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, 2023 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 18, 2024 as part of the Company’s Annual Report on Form 10-K.

June 30, 2024 and for the three and six months then ended.

The results of operations for the three and six months ended June 30, 2024

are not necessarily indicative of the operating results for the full year ending December 31, 2024 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, 2023 and for the year then ended, which were filed with the Securities and Exchange Commission

(“SEC”) on March 18, 2024 as part of the Company’s Annual Report on Form 10-K (the “Annual Report”).

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

policies, except as disclosed in this note.

of March 31, 2024, the Company had cash and cash equivalents of $ 93,458

and working capital of $ 130,506 .

During the three months ended March 31, 2024, the Company incurred a net loss of $ 17,173 .

During the three months ended March 31, 2024, the Company used cash in operating activities of $ 21,476 .

the three months ended March 31, 2024, the Company sold an aggregate of 8,177,472 shares of common stock under an “at-the-market”

equity offering program for aggregate gross proceeds of $ 25,651 , less issuance costs of $ 581 which were recorded as a reduction to additional

paid-in capital.

of June 30, 2024, the Company had cash and cash equivalents of $ 73,885 and working capital of $ 111,801 .

During the three and six months

ended June 30, 2024, the Company incurred a net loss of $ 20,059 and $ 37,232 , respectively.

During the six months ended June 30, 2024,

the Company used cash in operating activities of $ 25,735 .

the six months ended June 30, 2024, the Company sold an aggregate of 8,177,472 shares of common stock under an “at-the-market”

equity offering program for aggregate gross proceeds of $ 25,651 , less issuance costs of $ 581 .

See Note 10 – Stockholders’

Company has not yet achieved profitability and expects to continue to incur cash outflows from operations.

It is expected that the Company’s

operating expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve

profitability.

Historically, the Company has been able to raise funds to support its business operations, although there can be no assurance

that it will be successful in raising significant additional funds in the future.

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.

Historically, the Company

has been able to raise funds to support its business operations, although there can be no assurance that it will be successful in raising

significant additional funds in the future.

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 financing.

4 unchanged sentences

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.

During 2023, the Company commenced a plan designed to

improve the Company’s liquidity by enhancing revenue economics and reducing selling, general, and administrative expenses.

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.

no assurances that these strategies will be achieved.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

The 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.

The Company is executing its plan designed to improve the Company’s liquidity by enhancing revenue economics, increasing gross profit

through product optimization, integration of acquisitions and reduction of operating expenses through cost avoidance and cost cutting

There can be no assurances that these strategies will be achieved.

As of June 30, 2024, the Company’s

inventory was comprised $ 31,932

of finished goods that were available for sale and $ 12,522

of raw material and work in process.

As of December 31, 2023, the Company’s inventory was comprised of $ 33,902

of finished goods that were available for sale and $ 14,040 of

raw material and work in process.

CURRENCY TRANSLATION

Company’s reporting currency is the United States dollar.

The functional currency of certain subsidiaries is the Euro, Indian

Rupee, and Pound Sterling.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0796

for the Euro, 0.1199

for the Indian Rupee and 1.2627

for the Pound Sterling, as of March 31, 2024.

Expense accounts are translated at the weighted average exchange rate for the period

for the Euro, 0.0120

for the Indian Rupee and 1.2638

for the Pound Sterling, during the three months ended March 31, 2024 and 1.0741

for the Euro, 0.0122

for the Indian Rupee, and 1.2206

for the Pound Sterling for the three months ended March 31, 2023).

Equity accounts are translated at historical exchange

The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other

comprehensive (loss) 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 (losses) gains attributable to foreign

exchange were $ ( 15 )

and $ ( 45 ) during

the three and six months ended June 30, 2024, respectively.

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

during the three months ended March 31, 2024 and 2023, respectively.

and $ 781 during

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

Transaction gains and losses attributable to foreign exchange are included within general and administrative expenses

on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023.

HELD FOR SALE

4 unchanged sentences

while they are classified as held for sale.

the three months ended March 31, 2024, the Company commenced plans to sell an office building in Miami Beach, Florida containing

approximately 10,000 -square feet

of office space.

The asset is included within property and equipment on the condensed consolidated balance sheet as of March 31,

the first quarter of 2024, the Company commenced plans to sell its approximately 10,000

square feet of office space in Miami Beach, Florida.

The asset is included within property and equipment on the condensed consolidated balance sheet as of

June 30, 2024.

The asset’s carrying value was $ 3,675

and $ 3,692 as of March 31, 2024 and December 31, 2023, respectively.

as of June 30, 2024, and December 31, 2023, respectively.

Underperforming

During the first quarter of 2024, the Company’s

Board of Directors approved a plan for the sale of underperforming assets of a subsidiary.

On April 30, 2024, the Company entered into

an agreement to sell installed and inventory charging units and the associated agreements with existing customers, hosts, and drivers.

This transaction is expected to close during the second quarter of 2024.

As a result of the approved plan and sale agreement, the Company

recorded an estimated loss o f $ 564 from the pending transaction for the three months ended March

31, 2024, which is included in operating expenses on the accompanying condensed consolidated statement of operations for the three months

ended March 31, 2024.

The Company elected not to present this underperforming subsidiary as discontinued operations because it is

not material to the Company’s condensed consolidated financial statements.

Company recognizes revenue primarily from four different types of contracts:

During the first quarter of 2024, the Company’s Board of Directors approved a plan to sell a subsidiary’s

underperforming assets.

On April 30, 2024, the Company entered into an agreement to sell the subsidiary’s installed and inventory

charging units and the associated agreements with existing customers, hosts, and drivers.

This transaction was completed and funded on

July 3, 2024.

As a result, the Company recorded an estimated loss of $ 119 and $ 683 for the three and six months ended June 30, 2024, respectively,

which is included in operating expenses on the accompanying condensed consolidated statements of operations.

The Company elected not to

present this underperforming subsidiary as discontinued operations because it is immaterial to the Company’s condensed consolidated

financial statements.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue primarily from the following:

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its

2 unchanged sentences

is completed.

fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

fees and warranty – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

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

Network fees are billed annually.

Other – Other

revenues primarily is comprise d of revenues generated from alternative fuel

Car-sharing services – Relates

to revenues attributable to a car-sharing services which provides customers the ability to rent electric vehicles through a

subscription service.

Grant and rebate –

Relates to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation

expense of the related asset over their useful lives over the useful life of the charging station.

– Other revenues are primarily comprised of revenues generated from alternative fuel credits.

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

1 unchanged sentence

For The Three Months Ended

For The Six Months Ended

Revenues - Recognized at a Point in Time

3 unchanged sentences

Revenues - Recognized Over a Period of Time:

Network and other fees

Total Revenues - Recognized Over a Period of Time

4 unchanged sentences

Total Revenue

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

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

1 unchanged sentence

For The Three Months Ended

For The Six Months Ended

Revenues by Geographical Area

6 unchanged sentences

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

of March 31, 2024, the Company had $ 27,966 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the consolidated balance sheets as of March 31, 2024.

of June 30, 2024, the Company had $ 28,707

related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred

revenue on the condensed consolidated balance sheets as of June 30, 2024.

The Company expects to satisfy $ 15,192

3 unchanged sentences

the expected amortization period is one year or less.

the three months ended March 31, 2024, the Company recognized $ 1,042 revenues related to network fees and warranty contracts, which were

included in deferred revenues as of December 31, 2023.

During the three months ended March 31, 2024, there was no revenue recognized

from performance obligations satisfied (or partially satisfied) in previous periods.

the three and six months ended June 30, 2024, the Company recognized $ 2,624

of revenues, respectively, related to network

fees and warranty contracts, which were included in deferred revenues as of December 31, 2023.

During the three and six months ended

June 30, 2024, there was no

revenue recognized from performance obligations

satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized

1 unchanged sentence

Grants and rebates related to EV charging stations and their

installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging station.

During the three months ended March 31, 2024 and 2023, the Company recorded

installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their

useful lives over the useful life of the charging station.

During the three months ended June 30, 2024 and 2023, the Company recorded

$ 52 and $ 188 , respectively, related to grant and rebate revenue.

During the three months ended March 31, 2024 and 2023, the Company recognized

During the six months ended June 30, 2024 and 2023, the Company recorded

$ 635 and $ 237 , respectively, related to grant and rebate revenue.

During the three months ended June 30, 2024 and 2023, the Company recognized

$ 31 and $ 52 respectively, of revenue related to alternative fuel credits.

During the six months ended June 30, 2024 and 2023, the Company

recognized $ 75 and $ 103 , respectively, of revenue related to alternative fuel credits.

services is accounted for under ASC Topic 842, Leases, and pertains to revenues and expenses related to a car-sharing services

20 unchanged sentences

During the three months ended

March 31, 2024 and 2023, the Company recognized $ 1,097 and $ 252 , respectively, related to car-sharing services revenue.

June 30, 2024 and 2023, the Company recognized $ 1,202 and $ 957 , respectively, related to

car-sharing services revenue.

During the six months ended June 30, 2024 and 2023, the Company recognized $ 2,299 and

$ 1,209 , respectively, related to car-sharing services revenue.

CONCENTRATIONS

the three months ended March 31, 2024, sales to a significant customer represented 14 % of total revenue.

During the three months ended

March 31, 2023, sales to a significant customer represented 13 %

of total revenue.

During the three months ended March 31, 2024 and 2023, the Company made purchases from a significant supplier that

represented 10 % and 16 %

the three months ended June 30, 2024 and 2023, sales to a significant customer represented 16 %

and less than 10% of total revenue, respectively.

During the three months ended June 30, 2024 and 2023, sales to another significant

customer represented 12 %

and 0 % of total revenue, respectively.

During the three months ended June 30, 2024 and 2023, the Company made purchases from a

significant supplier that represented 21 %

of total purchases, respectively.

During the three months ended March 31, 2024, the Company made purchases from another significant

supplier that represented 10% of total purchases.

the six months ended June 30, 2024 and 2023, the Company made purchases from a significant supplier that represented 18 %

of total purchases, respectively.

As of June 30, 2024, accounts receivable from a significant customer represented 10 %

of total accounts receivable.

As of June 30, 2024, accounts payable to two significant vendors represented 19 %

of total accounts payable.

As of December 31, 2023, accounts payable to two significant vendors

were approximately 16 %

of total accounts payable.

RECLASSIFICATIONS

prior year balances have been reclassified in order to conform to current year presentation.

These reclassifications have no effect on

previously reported results of operations or loss per share.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Certain prior year balances have been reclassified to conform to the current year presentation.

These reclassifications

have no effect on previously reported results of operations or loss per share.

LOSS PER COMMON SHARE

7 unchanged sentences

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

For the Three Months Ended

Unvested restricted common stock

For the Three and Six Months Ended

Total potentially dilutive shares

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

NOTES PAYABLE

- NOTES PAYABLE

the three months ended March 31, 2024, the Company repaid the remaining principal balance of $ 31,354 due

under this note as well as paid $ 1,139 of accrued interest.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

the six months ended June 30, 2024, the Company repaid the remaining principal balance of $ 31,354 due under its SemaConnect acquisition promissory note, together with an additional $ 1,139 of accrued interest.

- NOTES PAYABLE

the six months ended June 30, 2024, the Company repaid the remaining principal balance of $ 6,527 due

under this note as well as paid

$ 297 of accrued interest .

STOCKHOLDERS’ EQUITY

AT-THE-MARKET

the three months ended March 31, 2024, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross proceeds of

the six months ended June 30, 2024, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross proceeds of $ 25,651 ,

less issuance costs of $ 581 , for net proceeds of $ 25,070 .

the three months ended March 31, 2024, the Company issued an aggregate of 837 shares of common stock for services to an employee with

an issuance date fair value of $ 2 .

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

31, 2024 and 2023 of $ 917 and $ 7,775 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2024, there was $ 3,228 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.3 years.

the three months ended March 31, 2024, the Company granted an aggregate of 141,275

shares of restricted stock with an aggregate grant date fair value of $ 467

which will be recognized ratably over the vesting terms.

The restricted stock have vesting dates ranging from April 15, 2024 to

April 15, 2026.

the six months ended June 30, 2024, the Company issued an aggregate of 837

shares of common stock

for services to an employee with an issuance date fair value of $ 2

and will be recognized ratably over the vesting term.

On the grant date 279

shares vested immediately, 279

shares vested on April 1, 2024, and the remaining 279

shares will vest on April 1, 2025.

Expenses related to this award are included within compensation expense on the condensed consolidated

statements of operations.

the six months ended June 30, 2024, the Company issued an aggregate of 70,665

shares of common stock upon vesting of restricted

stock units to employees for services with an aggregate grant date fair value of $ 825 .

Expenses related to this award were included within compensation expense on the condensed consolidated statements of operations.

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

months ended June 30, 2024, $ 1,033 and $ 1,950 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, 2023 of $ 7,775 and $ 19,439 , respectively, which is included within compensation expense on

the condensed consolidated statements of operations.

As of June 30, 2024, there was $ 3,542 of unrecognized stock-based compensation expense

that will be recognized over the weighted average remaining vesting period of 1.2 years.

the six months ended June 30, 2024, the Company granted an aggregate of 758,549

shares of restricted

stock with an aggregate grant date fair value of $ 2,133

which will be recognized

ratably over the vesting terms.

The restricted stock has vesting dates ranging from April

15, 2024 to June 30, 2027 .

Expenses related to this award are included within compensation expense on the condensed consolidated statements of operations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

RELATED PARTY TRANSACTIONS

Note 8 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

Company and a group of three Cyprus

4 unchanged sentences

The Company owns 40 %

of the Entity while the other three parties 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 parties.

of the Entity, while the other three parties own 60 % .

Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the

exiting parties.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece.

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

During the three months ended March 31, 2024 and 2023, the Company did not recognized any sales to Hellas.

31, 2024 and December 31, 2023, the Company had a payable of approximately $ 174

obligation to fund the Entity’s future operations is limited to the Company’s 40 %

During the three and six months ended June 30, 2024, the Company recognized sales of $ 182 to

No sales to Hellas were recognized during the three and six months ended June 30, 2023.

In addition, the Company had

accounts receivable of $ 183 and

of June 30, 2024, and December 31, 2023.

In addition, as of June 30, 2024, and December 31, 2023, the Company had a payable of

approximately $ 164 and

respectively, to Hellas.

In addition, the Company has provided working capital of $ 279 and

of March 31, 2024 and December 31, 2023 respectively, in Hellas.

Furthermore, the Company has provided working capital of $ 148 and

the six months ended June 30, 2024 and 2023, respectively, to Hellas.

The Company has written off this working capital contribution,

since Company’s proportion of Hellas’s net losses exceeds the working capital contribution.

since the Company’s proportion of Hellas’s net losses exceeds the working capital contribution.

Company determined that the Entity is a variable interest entity;

however, the Company does not have a controlling financial interest

and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment

in the Entity.

From inception through March 31, 2024, 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 three months ended March 31, 2024

however, the Company does not have a controlling financial

interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to

its investment in the Entity.

From inception through June 30, 2024, 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 three and

six months ended June 30, 2024 and 2023.

CHARGING UK LIMITED

of March 31, 2024, several close family members of a senior management employee of the Company are providing services to Electric

Blue Limited.

For the three months ended March 31, 2024, these related parties have collectively provided services worth $ 82

to Electric Blue Limited.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

operating lease expenses for the three months ended March 31, 2024 and 2023 were $ 788 and $ 493 , respectively, and were recorded in other

operating expenses on the condensed consolidated statements of operations.

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

of March 31, 2024, the Company did not have additional operating and financing leases that have not yet commenced.

of March 31, 2024, the Company had $ 177 of right-of-use assets that were classified as financing leases for vehicles associated with

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

sheet as of March 31, 2024.

the three months ended March 31, 2024 and 2023, the Company recorded $ 10

respectively, of interest expense related to finance leases, which were recorded within interest expense on the condensed

consolidated statements of operations.

During the three months ended March 31, 2024 and 2023, the Company recorded amortization

expense of $ 48 and $ 169 ,

respectively, related to finance leases.

of June 30, 2024, several close family members of a senior management employee are providing services to Blink Charging UK Limited.

the three and six months ended June 30, 2024, these related parties collectively provided services worth $ 35

respectively, to Blink Charging UK Limited.

For the three and six months ended June 30, 2023, these related parties have collectively

provided services worth $ 39

respectively, to Blink Charging UK Limited.

These expenses are included within general and administrative expenses on the condensed

consolidated statements of operations for the three and six months ended June 30, 2024 and 2023.

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, 2024 were $ 347

and $ 1,135 ,

respectively, and for the three and six months ended June 30, 2023 were $ 655

and $ 1,149 ,

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, 2024, the Company did not have additional operating and financing leases that have not yet commenced.

As of June 30,

2024, the Company had $ 168

of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and

are included as a component of property and equipment on the condensed consolidated balance sheet as of June 30, 2024.

As of December 31, 2023, the Company had $ 697 of right-of-use assets that were classified as financing leases

for vehicles associated with Blink Mobility’s operations and are included as a property and equipment component on the

consolidated balance sheet as of December 31, 2023.

the three and six months ended June 30, 2024, the Company recorded $ 13 and $ 23 , 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 $ 106 and $ 116 , respectively, of interest expense related to finance leases.

the three and six months ended June 30, 2024 the Company recorded amortization expense of $ 489 and $ 536 respectively, related to finance

During the three and six months ended June 30, 2023, the Company recorded amortization expense of $ 353 and $ 522 related to finance

These expenses were included within depreciation and amortization expense on the condensed consolidated statements

of operations for the three and six months June 30, 2024 and 2023.

cash flows information related to leases was as follows:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Three Months Ended

For The Six Months Ended

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

Operating cash flows from operating leases

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

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

Operating cash flows from operating leases

Financing cash flows from finance leases

paid for amounts included in the measurement of lease liabilities:

cash flows from finance leases

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

Financing cash flows from finance leases

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

Operating leases

assets obtained in exchange for lease obligations:

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

Operating leases

Finance leases

assets obtained in exchange for lease obligations:

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

Finance leases

Weighted Average Remaining Lease Term

4 unchanged sentences

Finance leases

minimum payments under non-cancellable leases as of March 31, 2024 were as follows:

minimum payments under non-cancellable leases as of June 30, 2024 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

4 unchanged sentences

imputed interest

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

FAIR VALUE MEASUREMENT

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

utilized in the valuation of Level 3 liabilities are described as follows:

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

the Three Months Ended

Risk-free interest

For the Three Months Ended

For the Six Months Ended

Risk-free interest rate

5.03 %- 5.09 %

4.64 %- 5.40 %

Contractual term (years)

1 unchanged sentence

Expected dividend yield

The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are

measured at fair value on a recurring basis:

following table sets forth a summary of the changes in the fair value of Level 3 warrant and consideration payable liabilities that

are measured at fair value on a recurring basis:

OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Consideration

Consideration payable

Beginning balance as of January 1,

in fair value of consideration payable

Ending balance as of

Change in fair value of consideration payable

Ending balance as of June 30,

Warrant Liability

Beginning balance as of January 1

in fair value of warrant liability

Ending balance as of

Change in fair value of warrant liability

Ending balance as of June 30,

common stock consideration payable is recorded at fair value of $ 20,565

as of March 31, 2024 and December 31, 2023, respectively, and is included within consideration payable on the condensed consolidated

balance sheets.

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.

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 liability.

Assets and liabilities measured at fair value on a recurring basis are as follows:

as of June 30, 2024

and December 31, 2023, respectively, and is included within consideration payable on the condensed consolidated balance sheets.

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 liability.

and liabilities measured at fair value on a recurring basis are as follows:

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

Option liability

June 30, 2024

Alternative fuel credits

Warrant liability

Common stock liability

Consideration payable

Common stock consideration payable

Total liabilities

December 31, 2023

Alternative fuel credits

Option liability

1 unchanged sentence

Common stock liability

Consideration

Common stock consideration payable

Total liabilities

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

of March 31, 2024, the Company had purchase commitments of approximately $ 20,540 , 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.

DISPUTES AND SETTLEMENTS

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 business.

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

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 March 31, 2024,

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

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

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.

believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of June 30, 2024, 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 period.

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

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.

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

In September 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.

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 Networks 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 dismissed Co-Lead Plaintiffs’

claims relating to the size of Blink’s charging network and denied the remainder of the motion to dismiss.

Following a mediation

on April 3, 2024, the parties agreed to the terms of a settlement, which will be subject to final documentation and court approval.

terms of the settlement are confidential, but will be made public when the parties file a motion in the court seeking preliminary approval.

The Company expects the settlement amount, less any remaining retention at the time of payment, which is estimated to be less than $ 100 , will be

covered by the Company’s insurance.

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”).

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.

Following consolidation of the two actions and the court appointing

Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in

February 2021.

The Amended Complaint alleged, among other things, that the defendants made false or misleading statements about the

size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of

In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint.

In November 2023, 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.

Following a mediation in April 2024, the parties agreed to the terms of a settlement, which is subject to final

court approval.

As part of the settlement, the Defendants agreed to pay $ 3,750 (inclusive of attorneys’ fees and administrative costs) in

exchange for the dismissal with prejudice of all claims.

On July 2, 2024, Co-Lead Plaintiffs filed an unopposed motion for

preliminary approval of the settlement.

On July 9, 2024, the court (i) granted the motion, (ii) certified a settlement class, for

settlement purposes only, of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and

August 19, 2020, (iii) preliminarily approved the settlement, and (iv) set a final settlement hearing for October 23, 2024.

settlement amount has been paid by the Company’s Directors’ and Officers’ insurance policies.

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

Farkas et al., Case No.

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 March 31, 2024 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.

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.

The Klein Lawsuit asserted that

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

costs defending against the Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserted 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 sought damages sustained by the Company as a result of the defendants’ alleged breaches

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

and other litigation expenses.

In December 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 in the

Klein Lawsuit and asserted 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”).

In June 2022,

the court consolidated the Klein and Bhatia actions 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

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 action remains stayed pending the final approval of the settlement in the Bush Lawsuit.

wholly and completely disputes the allegations.

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

has not recorded an accrual related to this matter as of March 31, 2024, as it determined that any such loss contingency was either not

The Company has

not recorded an accrual related to this matter as of June 30, 2024, as it determined that any such loss contingency was either not probable

or estimable.

2022, a 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 Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael

Rama (the “McCauley Lawsuit”).

Blink is named as a nominal defendant.

The McCauley Lawsuit asserted similar claims and sought

similar damages as the Klein Lawsuit.

The action remains stayed pending the final approval of the settlement in the Bush Lawsuit.

Company wholly and completely disputes the allegations.

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

has not recorded an accrual related to this matter as of June 30, 2024, as it determined that any such loss contingency was either not

probable or estimable.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

DISPUTES AND SETTLEMENTS – CONTINUED

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 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.

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.

The Company has not recorded an accrual related to this matter

as of March 31, 2024, as it determined that any such loss contingency was either not probable or estimable.

Company estimates an approximate cost of $ 700 to repair deployed chargers, which the Company owns as of March 31, 2024.

SUBSEQUENT EVENTS

to March 31, 2024, the Company repaid $ 6,824

of its notes payable related to the Envoy transaction which includes principal and accrued interest.

AND MAINTENANCE- COMPANY OWNED CHARGERS

Company estimates an approximate cost of $ 106

and $ 600 to repair deployed chargers, which the Company owned as of June 30, 2024 and December 31, 2023, respectively.

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