What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-04-09 · 202 added, 201 removed, 563 unchanged (42% of the section changed)

RISK FACTORS.

addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission (“SEC”),

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will 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

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Additional funding, if obtained, may also result in significant dilution to our stockholders.

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

revenue growth ultimately depends on consumers’ willingness to adopt EVs 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.

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results will be harmed.

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

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

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

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in the development of battery technology;

regarding the stability of the electrical grid;

regarding the stability of the electrical grid and the rising price of electricity;

● improvements

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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;

tariff, and trade issues that may disrupt the EV supply chain;

in the cost of oil and gasoline and

the impact of international conflicts;

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

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

terrorism, other acts of violence or natural or human-made disasters may affect the markets in which we operate, our customers, our delivery

of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of

cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or human-made disasters, including famine, flood,

fire, earthquake, storm or public health crises.

Such events may cause customers to suspend their decisions on using our services, make

it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional and global economic

conditions and cycles.

These events also pose significant risks to our personnel and to physical facilities and operations, which could

materially adversely affect our financial results.

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 geopolitical tensions between China and Taiwan or any other geopolitical tensions.

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,

consumer acceptance of electric and other alternative vehicles is increasing.

To meet higher fuel efficiency and greenhouse gas emission

standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging, direct injection

and higher compression ratios, which require high octane gasoline.

If fuel efficiency of vehicles continues to rise, and the affordability

of vehicles using renewable transportation fuels increases, the demand for electric and high energy vehicles could diminish.

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

meet higher fuel efficiency and greenhouse gas emission standards for passenger vehicles, automobile manufacturers are increasingly

using technologies, such as turbocharging, direct injection and higher compression ratios, which require high octane gasoline.

fuel efficiency of vehicles continues to rise, and the affordability of internal combustion vehicles increases, the demand for

electric vehicles could diminish.

If consumers no longer purchase EVs, or purchase fewer EVs, it would materially and adversely

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

quarterly operating results may fluctuate significantly.

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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

of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of

cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, flood,

fire, earthquake, storm or public health crises.

Such events may cause customers to suspend their decisions on using our services,

make it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional and global

economic conditions and cycles.

These events also pose significant risks to our personnel and to physical facilities and operations,

which could materially adversely affect our financial results.

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 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.

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negatively affect our business.

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

our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties.

In the event of

production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors,

we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring

material additional costs and substantial delays.

Therefore, our business would be adversely affected if one or more of our vendors were

impacted by any interruption at a particular location.

the demand for public charging increases, the EV charging equipment vendors may not be able to dedicate sufficient supply chain, production

or sales channel capacity to keep up with the required pace of charging infrastructure expansion.

In addition, as the EV market grows,

the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment

and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers.

rely on a limited number of vendors for design, transfer review, manufacturing, and testing 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 our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key

In the event of production interruptions or supply chain disruptions including but not limited to availability of certain

key components such as semiconductors, we may not be able to take advantage of increased production from other sources or develop

alternate or secondary vendors without incurring material additional costs and substantial delays.

Therefore, our business would be

adversely affected if one or more of our vendors were impacted by any interruption at a particular location.

If we or our suppliers

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

may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of products consumed in providing

our services or our cost of labor.

may be adversely affected by inflationary or market fluctuations, including the impact of tariffs, in the cost of products consumed in

providing our services or our cost of labor.

prices we pay for the principal items we consume in performing our services are dependent primarily on current market prices.

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such vendors are not able to comply with their obligations under the agreements and we are required to seek alternative suppliers, we

may incur increased costs of supplies.

may incur increased costs of supplies and/or supply disruptions.

chargers are impacted by commodity pricing factors, including the impact of tariffs and trade barriers, which in many cases are unpredictable

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have global operations and face risks related to health crises that could negatively impact our financial condition.

Our 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 Covid-19

During the Covid-19 pandemic (March 2020 to May 2023), a significant component supplier of our Blink IQ 200 charging station

located in Taiwan who, in turn, sourced assembly parts from China, was 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

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.

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 Covid-19 pandemic.

the Covid-19 pandemic (March 2020 to May 2023), a significant component supplier of our Blink IQ 200 charging station located in Taiwan

who, in turn, sourced assembly parts from China, was 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.

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 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.

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

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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.

operations and loss, misuse, encryption or theft of data.

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

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operating results could be adversely impacted.

have a disaster recovery program to transition our operating platform and data to an alternative location in the event of a catastrophe.

However, there are several factors ranging from human error to data corruption that could materially lengthen the time our platform is

partially or fully unavailable to our user base as a result of the transition.

If our platform is unavailable for a significant period

of time as a result of such a transition, especially during peak periods, we could suffer damage to our reputation or brand, or loss

of revenues any of which could adversely affect our business and financial results.

have a disaster recovery program to transition our operating platform and data to an alternative location in the event of a

However, there are several factors ranging from human error to data corruption that could materially lengthen the time

our platform is partially or fully unavailable to our user base as a result of the transition.

If our platform is unavailable for a

significant period of time as a result of such a transition, especially during peak periods, we could suffer damage to our

reputation or brand, and loss of revenues, all of which could adversely affect our business and financial results.

our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards

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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 Network software to continue to provide EV charging services with the latest

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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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.

may be unable to successfully integrate acquisitions in a cost-effective and non-disruptive manner.

achieve the above-mentioned targets, the general strategies of our company are to maintain and search for appropriate talent who have

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

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,

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We continue to search for viable acquisition candidates or strategic alliances that

would expand our market opportunity and/or global presence.

would expand our market presence and enhance our operating margins.

Accordingly, we have previously and may in the future pursue the acquisition

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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 our past acquisitions as well as future acquisitions.

Other risks involving potential future and completed acquisitions

and strategic investments include:

associated with conducting due diligence;

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insurance for key locations.

Our insurance coverage may be insufficient to cover any claim for product liability, damage to our fixed

assets, inventory or employee injuries.

Any liability or damage to, or caused by, our facilities or our personnel beyond our insurance

coverage may result in our incurring substantial costs and a diversion of resources.

Our future success

depends on our ability to attract and retain highly qualified personnel, including our new President and Chief Executive Officer.

Additionally, we hold cybersecurity insurance for certain claims associated with data breaches, cyberattacks,

and other information security incidents.

We also maintain directors’ and officers’ liability insurance for certain claims

that may arise against our leadership.

insurance coverage may be insufficient to cover any claim for, or due to, product liability, damage to our fixed assets, inventory or

employee injuries, cyber incidents, regulatory investigations, and litigation.

Any liability or damage to, or caused by, our facilities,

our personnel, our information systems, or actions taken by our directors and officers beyond our insurance coverage may result in our

incurring substantial costs and a diversion of resources.

future success depends on our ability to attract and retain highly qualified personnel, including our President and Chief Executive Officer.

February 1, 2025, Michael Battaglia was named as our new President and Chief Executive Officer.

Battaglia joined our company in 2020

and assumed increasingly senior positions with us, most recently Chief Operating Officer.

and assumed increasingly senior positions with us, including Chief Operating Officer and Chief Revenue Officer.

business depends on the availability to us of Mr.

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qualified managers and employees.

are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with many of

our competitors, which are larger and have greater financial resources.

are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with our

competitors, some of which are larger and have greater financial resources.

face strong competition from competitors in the EV charging services industry, including competitors who could duplicate our model.

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equivalent or superior to our services.

Therefore, investment in our company is very risky and speculative due to the competitive environment

Therefore, investment in our company is risky and speculative due to the competitive environment

in which we may operate.

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us by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

In the event that the market

for EV charging stations expands, we expect that competition will intensify as additional competitors enter the market and current competitors

expand their product lines.

In order to secure contracts successfully when competing with larger, well-financed companies, we may be

forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely

affect our margins.

Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect

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

If the market for EV charging

stations expands, we expect that competition will intensify as additional competitors enter the market and current competitors expand

their product lines.

To secure contracts successfully when competing with larger, well-financed companies, we may be forced to agree

to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our

Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our

business, prospects, financial condition or operating results.

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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withstand any third-party claims or rights against their use.

Additionally, although we have acquired from other companies’ proprietary

Additionally, although we have acquired other companies’ proprietary

technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented.

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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.

incentives promoting electric vehicles and others.

These laws and regulations, and the

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dividends, royalties and interest paid.

Additionally, recent U.S.

state-level tax reforms, such as Louisiana’s reduction of its

corporate tax rate from 7.5% to 5.5% and the elimination of its corporate franchise tax, may influence our overall tax obligations depending

Additionally, some U.S.

state-level tax reforms may influence our overall tax obligations depending

on our operational footprint.

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burden and cost of tax compliance.

failure to maintain effective internal controls over financial reporting could have a material adverse effect on our ability to report

failure to maintain effective internal control over financial reporting could have a material adverse effect on our ability to report

our financial results on a timely and accurate basis.

within Item 9A., Controls and Procedures, management concluded that the material weaknesses in our internal controls over financial

disclosed under Item 9A., Controls and Procedures, management concluded that material weaknesses in our internal control over financial

reporting existed as of December 31, 2025.

We identified information technology deficiencies relating to change management and user

access controls over certain systems that support our financial reporting processes.

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

financial statements and potentially subject us to sanctions or investigations by the SEC or other regulatory authorities and could

cause us to delay the filing of required reports with the SEC and our reporting of financial results.

Any of these events could

result in a decline in the market price of our common stock.

Although we have taken steps to maintain our internal control structure

as required, we cannot guarantee that a control deficiency will not result in a misstatement in the future.

– Controls and Procedures – Management’s Annual Report on Internal Control Over Financial Reporting” for

further information on the material weaknesses.

We identified deficiencies related to the information and communication component as specified

within the Internal Control Framework, that assessed the source of controls necessary to ensure the reliability of information used in

financial reporting.

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

statements and potentially subject us to sanctions or investigations by the SEC or other regulatory authorities and could cause us to

delay the filing of required reports with the SEC and our reporting of financial results.

Any of these events could result in a decline

in the market price of our common stock.

Although we have taken steps to maintain our internal control structure as required, we cannot

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.

our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of

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assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance

for doubtful accounts, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, pension and other post-retirement

benefits, product warranty, valuation allowances for deferred tax assets, valuation of common stock warrants, and share-based compensation.

Our financial condition and results of operations may be adversely affected if our assumptions change or if actual circumstances differ

from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and

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

for credit losses, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, product warranty accrual, valuation

allowances for deferred tax assets, valuation of common stock warrants, valuation of intangible assets acquired from acquisitions, valuation

of earn-out liabilities and share-based compensation.

Our financial condition and results of operations may be adversely affected if

our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to

fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

Related to Ownership of Our Securities

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During 2025, for example, the closing price of our shares ranged from a low of $0.64 per share to a high of $3.62 per share

and, through April 4, 2025, our stock price this year has ranged from a low of $0.83 per share to a high of $1.68 per share.

announcements concerning the introduction of new products, services or technologies or changes in product pricing policies by us or our

competitors or changes in earnings estimates by analysts, among other factors, could cause the market price of our common stock to fluctuate

substantially.

and, through March 27, 2026, our stock price this year ranged from a low of $0.54 per share to a high of $0.92 per share.

Future announcements

concerning the introduction of new products, services or technologies or changes in product pricing policies by us or our competitors

or changes in earnings estimates by analysts, among other factors, could cause the market price of our common stock to fluctuate substantially.

Also, stock markets have experienced extreme price and volume volatility in the last twelve months.

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Additionally,

to maintain the listing of our common stock on The Nasdaq Capital Market, we are required to maintain, among other requirements, a

minimum closing bid price of $1.00 per share.

If we cannot maintain at least this price for 30 consecutive trading days to satisfy

The Nasdaq Capital Market continued listing standards, our common stock could be delisted, (following limited additional time to

regain compliance) which would harm our business, the trading price of our common stock, our ability to raise additional capital and

the liquidity of the market for our common stock.

The Company may explore alternative means to maintain compliance such as

a reverse stock split.

to maintain the listing of our common stock on The Nasdaq Capital Market, we are required to maintain, among other requirements, a minimum

closing bid price of $1.00 per share.

If we cannot maintain at least this price for 30 consecutive trading days to satisfy The Nasdaq

Capital Market continued listing standards, our common stock could be delisted, (following limited additional time to regain compliance)

which would harm our business, the trading price of our common stock, our ability to raise additional capital and the liquidity of the

market for our common stock.

We may explore alternative means to maintain compliance such as a reverse stock split.

to meet Nasdaq’s continued listing requirements could result in the delisting of our common stock, negatively impact the price

of our common stock, and negatively impact our ability to raise additional capital.

must continue to satisfy Nasdaq’s continued listing requirements, including, among others, certain corporate governance requirements

and a minimum closing bid price requirement of $1.00 per share.

If a company fails for 30 consecutive trading days to meet the $1.00

minimum closing bid price requirement, Nasdaq will send a deficiency notice to the company, advising that it has been afforded a “compliance

period” of 180 calendar days to regain compliance with the applicable requirements.

January 26, 2026, the Company received a deficiency letter (the “Notice”) from Nasdaq notifying the Company that, based upon

the closing bid price of the Company’s common stock for the last 30 consecutive trading days, the Company is not currently in compliance

with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth

in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

The Notice has no immediate effect on the continued listing

status of the common stock on The Nasdaq Capital Market and, therefore, the Company’s listing currently remains fully effective.

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days from the date

of the Notice, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement.

To regain compliance, the closing bid price

of the common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days prior to July 27, 2026.

the Company is not in compliance with the Minimum Bid Requirement by July 27, 2026, the Company may be afforded a second 180 calendar

day compliance period.

To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of

the Minimum Bid Price requirement.

We will evaluate available options to regain compliance with the Minimum Bid Requirement.

no assurance can be given that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period, secure

a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.

our common stock becomes subject to delisting, it would be subject to rules that impose additional sales practice requirements on broker-dealers

who sell our securities.

The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from

effecting transactions in our common stock.

This would adversely affect the ability of investors to trade our common stock and would

adversely affect the value of our common stock.

These factors could contribute to lower prices and larger spreads in the bid and ask

prices for our common stock.

If we seek to implement a reverse stock split to remain listed on Nasdaq, the announcement or implementation

of such a reverse stock split could negatively affect the price of our common stock.

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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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 April 4, 2025, we had outstanding warrants to purchase 1,145,914 shares of common stock and stock options to purchase 986,165 shares

in place and possible issuance of stock from the warrants granted in August 2025 to the former shareholders of Envoy Technologies;

issuance of such shares could have a significant dilutive impact on our stockholders.

of March 27, 2026, we had outstanding warrants to purchase 5,804,799 shares of common stock and stock options to purchase 433,545 shares

of common stock.

Our Articles of Incorporation authorize us to issue up to 500 million shares of common stock, which would permit us

to issue up to an additional approximately 400 million authorized, unissued shares of common stock, after giving effect to the approximate

number of shares of common stock currently outstanding and the number of shares reserved for issuance under warrants and stock options.

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.

On March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc.

(“Envoy Technologies”),

entered into Amendment No.

1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger

Agreement”), by and among the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors

LLC, as equityholders’ agent.

The Amendment extended the date by which Envoy Technologies would need to complete an underwritten

initial public offering by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of Envoy Technologies common stock to

the former shareholders of Envoy Technologies under the terms of the Merger Agreement, while the deadline for a direct listing remains

April 18, 2025.

In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former

shareholders of Envoy Technologies was increased to $23,000 from $22,500.

Our Articles of Incorporation authorize us to issue up to 500,000,000 shares of common stock, which would permit us to issue

up to an additional approximately 357,000,000 authorized, unissued shares of common stock, after giving effect to the approximate number

of shares of common stock currently outstanding and the number of shares reserved for issuance under warrants and stock options.

August 4, 2025, our wholly owned subsidiary, Envoy Technologies, Inc.

(“Envoy Technologies”), entered into Amendment No.

4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy

Technologies, Envoy Mobility, Inc.

(“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equity

holders’ agent (as previously amended, the “Merger Agreement”).

Pursuant to the Fourth Amendment, the sole

remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and we and Mobility were released

from all claims and liabilities relating to such obligation, with the issuance of (x) $10,000 in shares of our common stock, valued

based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable

for shares of our common stock with an aggregate value of $11,000, divided into three tranches with vesting conditions based on

specific stock price achievements, with outstanding unexercised warrants expiring twenty months after their issuance.

aggregate of 9,696,882 shares of our common stock and issued warrants to purchase an aggregate of 3,898,177 shares of our common

stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies.

The former shareholders of

Envoy Technologies were granted registration rights for shares of our common stock initially issued and those issuable pursuant to

the exercise of warrants.

During the year ended December 31, 2025, 1,470,588 of warrants related to the first tranche of warrants

had become exercisable upon meeting vesting conditions.

Furthermore, 653,118 of these warrants were exercised during the year ended

December 31, 2025.

The remaining 2,427,589 warrants have not vested as of December 31, 2025.

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.

61 unchanged sentences

operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors the Board deems relevant.

to meet Nasdaq’s continued listing requirements could result in the delisting of our common stock, negatively impact the price

of our common stock and negatively impact our ability to raise additional capital.

must continue to satisfy Nasdaq’s continued listing requirements, including, among other things, certain corporate governance requirements

and a minimum closing bid price requirement of $1.00 per share.

If a company fails for 30 consecutive business days to meet the $1.00

minimum closing bid price requirement, Nasdaq will send a deficiency notice to the company, advising that it has been afforded a “compliance

period” of 180 calendar days to regain compliance with the applicable requirements.

we have not received any delisting notices from Nasdaq, our common stock has closed below the $1.00 closing bid requirement for Nasdaq

on a number of trading dates in late February and early March 2025.

If our common stock becomes subject to delisting, it would be subject

to rules that impose additional sales practice requirements on broker-dealers who sell our securities.

The additional burdens imposed

upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in our common stock.

adversely affect the ability of investors to trade our common stock and would adversely affect the value of our common stock.

These factors

could contribute to lower prices and larger spreads in the bid and ask prices for our common stock.

If we seek to implement a further

reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively

affect the price of our common stock.

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