What changed in this filing

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Item 1A. Risk Factors

2025-04-09 compared with 2024-03-18 · 214 added, 199 removed, 550 unchanged (43% 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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operating results and financial condition.

If any of the following risks occurs, our business, cash flow, results of operations, financial

If any of the following risks occur, our business, cash flow, results of operations, financial

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

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our financial condition could suffer.

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

to incur substantial losses for the foreseeable future.

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

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

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

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

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

net losses of approximately $198.1 million, $203.7 million and $91.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, we had net working capital of approximately $82 million and an accumulated deficit of approximately $736 million.

We have not yet achieved profitability.

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Such additional funding may not be available

on commercially reasonable terms, or at all.

on commercially reasonable terms, or at all, and any equity financing would be dilutive to our stockholders.

may need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from

potential sources, and we may have to limit the scope of our operations or take actions that may dilute your financial interest.

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

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

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

for the near future and we may not be able to obtain additional financing.

If adequate additional financing is not available on reasonable

terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify our

business plans accordingly.

The extent of our capital needs will depend on numerous factors, including:

(i) our profitability;

release of competitive products and/or services by our competition;

(iii) the level of our investment in research and product development;

(iv) the amount of our capital expenditures, including acquisitions;

and (v) our growth.

We cannot be certain that additional funding

and incremental working capital will be available to us on acceptable terms, if at all, or that it will exist in a timely and/or adequate

manner to allow for the proper execution of our near and long-term business strategy.

If sufficient funds are not available on terms

and conditions acceptable to management and stockholders, we may be required to delay, reduce the scope of, or eliminate further development

of our business operations.

if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants

or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business.

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.

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regarding the stability of the electrical grid;

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

● improvements

in the fuel economy of the internal combustion engine;

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

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

received an SEC subpoena and are cooperating with the SEC.

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

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

disclosure matters.

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

At this point, we

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

may have on us.

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

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

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and higher compression ratios, which require high octane gasoline.

If fuel efficiency of vehicles continues to rise, and affordability

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.

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comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

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

of operations, financial position and cash flows.

Covid-19 pandemic impacted global stock markets, economies and businesses.

We continue to receive orders for our products, although some

shipments of equipment have been temporarily delayed.

The global chip shortage and supply chain disruption has caused some delays in

equipment orders from our contract manufacturer.

As federal, state, local and foreign economies return to pre-pandemic levels, we expect

demand for charging station usage to increase;

however, we are unable to predict the extent of such recovery due to the uncertainty of

the possible recurrence of Covid-19 or its variants.

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

order delays and chip shortages will have on our business and our future results of operations, financial position and cash flows.

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

financial position and cash flows.

global chip shortage and supply chain disruption over the past several years caused some temporary delays for us in equipment orders

from our contract manufacturer.

As federal, state, local and foreign economies returned to pre-pandemic levels and the demand for charging

station usage increased, these delays and shortages became less apparent;

however, we are unable to predict the extent of any final recovery

from prior years due to the uncertainty of the possible occurrence of another pandemic or other epidemics.

As a result, we are unable

to predict the ultimate impact that equipment order delays and chip shortages will have on our business and our future results of operations,

financial position and cash flows .

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

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

fire, earthquake, storm or pandemic events and spread of disease.

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.

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,

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affected by any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the conflicts

in Ukraine and the Middle East, the recent geopolitical tensions between China and Taiwan or any other geopolitical tensions.

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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material additional costs and substantial delays.

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

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

impacted by any interruption at a particular location.

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may incur increased costs of supplies.

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

of our control.

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

and outside of our control.

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

Even when we can pass on such

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

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

This type of spike and unanticipated increase

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

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

our next scheduled service billing review).

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

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

Even when we can

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

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

This type of spike and unanticipated

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

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

the time of our next scheduled service billing review).

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

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

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

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condition, results of operations and cash flows.

may need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from

potential sources, and we may have to limit the scope of our operations or take actions that may dilute your financial interest.

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

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

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

for the near future and we may not be able to obtain additional financing.

If adequate additional financing is not available on reasonable

terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify our

business plans accordingly.

The extent of our capital needs will depend on numerous factors, including:

(i) our profitability;

release of competitive products and/or services by our competition;

(iii) the level of our investment in research and product development;

(iv) the amount of our capital expenditures, including acquisitions;

and (v) our growth.

We cannot be certain that additional funding

and incremental working capital will be available to us on acceptable terms, if at all, or that it will exist in a timely and/or adequate

manner to allow for the proper execution of our near and long-term business strategy.

If sufficient funds are not available on terms

and conditions acceptable to management and stockholders, we may be required to delay, reduce the scope of, or eliminate further development

of our business operations.

if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants

or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business.

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

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

business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely affected

by the risks, or the public perception of the risks, related to a pandemic or other health crisis like the recent Covid-19 pandemic.

A significant component supplier of our Blink IQ 200 charging station is located in Taiwan and it, in turn, sources assembly parts from

China, which has been particularly impacted.

A significant or prolonged outbreak of contagious diseases like Covid-19 and its variants

in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of

many countries, resulting in an economic downturn that could affect demand for our EV supply equipment and related networked services

and likely impact our operating results.

Such events could result in the complete or partial closure of our Taiwan supplier’s manufacturing

facility, the interruption of our distribution system, temporary or long-term disruption in our supply chains from Asia and other international

suppliers, disruptions, or restrictions on our employees to work or travel, delays in the delivery of our charging stations to customers,

and potential claims of exposure to diseases through contact with our charging stations.

If the impact of an outbreak continues for an

extended period, it could materially adversely impact our supply chain, access to capital and the growth of our revenues.

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.

change may have a long-term impact on our business.

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

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

achieve such target.

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

No assurance can

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

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

2024 include:

● inconsistent

and unpredictable net cash flow;

of revenue growth;

to control operating costs;

decrease in our stock price;

to raise growth capital;

● restrictions

on our operations due to regulations and other disruptions.

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

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

or some combination of both.

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

In addition, we

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

in the development of new technologies.

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

may be unable to successfully integrate 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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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.

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

Expansion of our business and the management

and operation of our company will require additional managers and employees with industry experience, and our success will be highly

dependent on our ability to attract and retain skilled management personnel and other employees.

There can be no assurance that we will

be able to attract or retain highly qualified personnel.

As our industry continues to evolve, competition for skilled personnel with

the requisite experience will be significant.

This competition may make it more difficult and expensive to attract, hire and retain qualified

managers and employees.

Our future success

depends on our ability to attract and retain highly qualified personnel, including our new 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.

business depends on the availability to us of Mr.

Battaglia, and our business would be materially and adversely affected if his services

were to be unavailable to us.

There is no assurance that Mr.

Battaglia will continue to be available to us, although we have entered

into a two-year employment agreement with Mr.

Battaglia expiring in February 2027, subject to automatic annual renewals.

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

Expansion of our business and the

management and operation of our company will require additional managers and employees with industry experience, and our success will

be highly dependent on our ability to attract and retain skilled management personnel and other employees.

There can be no assurance

that we will be able to attract or retain highly qualified personnel.

As our industry continues to evolve, competition for skilled personnel

with the requisite experience will be significant.

This competition may make it more difficult and expensive to attract, hire and retain

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

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of these competitors may have substantially greater financial, marketing and development resources and other capabilities than us.

addition, there are very few barriers to entry into the market for our services.

addition, there are very few barriers to entry to the market for our services.

There can be no assurance, therefore, that any of our

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equivalent or superior to our services.

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

environment in which we may operate.

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

in which we may operate.

competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as

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or settle and could divert management resources and attention.

An adverse determination also could prevent us from offering our services

to our customers and may require that we procure or develop substitute services that do not infringe.

An adverse determination in this regard also could prevent us from offering

our services to our customers and may require that we procure or develop substitute services that do not infringe.

respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found

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terms, may significantly increase our operating expenses or require us to restrict our business activities in one or more respects.

technology also may not be available for license to us at all.

technology also may not be available for us to license at all.

As a result, we may also be required to develop alternative non-infringing

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

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

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

services are available over the Internet.

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European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act of 2018 (“CCPA”),

the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), and the Connecticut Act Concerning

Personal Data Privacy and Online Monitoring (“CDPA”) exemplify the vulnerability of our business to the evolving regulatory

environment related to personal data.

Management’s attention may be diverted, and our compliance costs and potential liability

may increase as a result of additional national and international regulatory requirements related to data privacy and data security.

the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (“CPA”),

the Connecticut Act Concerning Personal Data Privacy and Online Monitoring (“CDPA”) and the Utah Consumer Privacy Act (“UCPA”)

exemplify the vulnerability of our business to the evolving regulatory environment related to personal data.

Management’s attention

may be diverted, and our compliance costs and potential liability may increase as a result of additional national and international regulatory

requirements related to data privacy and data security.

to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),

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and our operations, as well as those of our contractors, suppliers, and customers, are subject to certain environmental laws and regulations,

including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic

wastes and hardware, whether hazardous or not.

including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and waste as well as electronic

waste and hardware, whether hazardous or not.

These laws may require us or others in our value chain to obtain permits and comply with

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United States corporations and a 1% excise tax on certain stock redemptions by United States corporations);

tax policy initiatives and

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

and Profit Shifting, or BEPS, project, the European Commission’s state aid investigations and other initiatives);

the practices

of tax authorities in jurisdictions in which we operate;

the resolution of issues arising from tax audits or examinations and any related

interest or penalties.

Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends

received or (in the specific context of withholding tax) dividends, royalties and interest paid.

the implementation of the

Corporate Alternative Minimum Tax (CAMT) effective in 2024, which imposes 15% minimum tax on large corporations based on adjusted

financial statement income;

tax policy initiatives and reforms under consideration (such as those related to the Organization for Economic

Co-operation and Development’s Base Erosion and Profit Shifting, or BEPS, project, the European Commission’s state aid investigations

and other initiatives);

the ongoing global implementation of the OECD’s Pillar Two framework, establishing a 15% global minimum

tax, which may impact multinational tax planning strategies;

the practices of tax authorities in jurisdictions in which we operate;

resolution of issues arising from tax audits or examinations and any related interest or penalties.

Such changes may include (but are

not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax)

dividends, royalties and interest paid.

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

on our operational footprint.

are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business,

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burden and cost of tax compliance.

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

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

our financial results on a timely and accurate basis.

As disclosed under Item 9A., Controls and

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

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

controls over financial IT applications and underlying records that:

support the Company’s financial reporting processes, impact

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

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

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

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

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

impairment and allocation of goodwill and intangible assets.

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

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.

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

reporting existed as of December 31, 2024.

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.

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

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common stock price fluctuated significantly in 2024 and is likely to continue to fluctuate from its current level in 2025;

The market price of shares of our common stock fluctuated significantly

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

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

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

was $2.92 per share.

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

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 year.

This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated

to the operating performance of the specific companies.

These broad market fluctuations may also cause declines in the market price of

our common stock.

Investors seeking short-term liquidity should be aware that we cannot provide assurance that our stock price will increase

to previously higher levels.

stock must maintain a minimum closing bid price of $1.00 to satisfy Nasdaq continued listing standards.

market price of shares of our common stock fluctuated significantly in 2024 and is likely to continue to fluctuate from its current level

During 2024, for example, the closing price of our shares ranged from a low of $1.39 per share to a high of $3.70 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.

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

This volatility has had a substantial

effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of specific

EV and related companies like us, as a group, have experienced these broad market fluctuations, which have caused declines

in the market prices of their common stock.

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

our stock price will increase to previously higher levels.

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.

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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necessary to cover their short position the price of our common stock may decline.

We believe that the recent volatility in our common

stock may be due, in part, to short squeezes that may be temporarily increasing the price of our common stock, which could result in

a loss of some or all of your investment in our common stock.

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

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have a significant dilutive impact on our stockholders.

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

shares of common stock.

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

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

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.

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

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

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

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

The payment of shares of our common stock, if any, would be based on the average of the daily-weighted average prices for such stock

on each of the 60 days ending on the day prior to issuance, and such shares would be subject to a leak-out agreement for a period of

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

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

Accordingly, we may issue a substantial number of additional shares

of common stock in the future, which would dilute the percentage ownership held by existing stockholders.

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.

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.

2 unchanged sentences

sell the shares.

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

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

of preferred stock, all without stockholder approval.

56 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