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Item 3. Legal Proceedings

2025-04-09 compared with 2024-03-18 · 74 added, 68 removed, 21 unchanged (87% of the section changed)

11 unchanged sentences

et al., Case No.

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

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.

In September 2020, another purported securities class action lawsuit, captioned Vittoria v.

Blink Charging Co.

1 unchanged sentence

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the

Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs.

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

The Amended Complaint alleges, among other things, that the defendants

made false or misleading statements about the size and functionality of the Blink Network and asserts claims under Sections 10(b) and

20(a) of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf

of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021,

Blink and the other defendants filed a motion to dismiss the Amended Complaint.

On November 27, 2023, the court granted in part and denied

in part defendants’ motion to dismiss.

The court dismissed Co-Lead Plaintiffs’ claims relating to the size of Blink’s

charging network and denied the remainder of the motion to dismiss.

On December 15, 2023, the court entered a scheduling order, setting

the case for trial starting on February 24, 2025, among other things.

Defendants answered the Amended Complaint on December 18, 2023.

The parties are engaged in discovery and have scheduled a mediation for April 3, 2024.

The Company wholly and completely disputes the

allegations therein.

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

The Company has not recorded an accrual

related to this matter as of December 31, 2023 as it determined that any such loss contingency was either not probable or estimable.

the same alleged damages.

Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H.

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 1934.

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 in which 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 October 21, 2024, the Court held a final settlement hearing, approved

the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case.

The full settlement amount has been paid by the Company’s

Directors’ and Officers’ insurance policies.

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

Farkas et al.,

Farkas et al., Case

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

1 unchanged sentence

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.

December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v.

al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting

similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women

and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

On April 11, 2023, the court consolidated

the Bhatia action with the Klein action and dismissed the Bhatia action with prejudice.

At the parties’ request, the court has

stayed all proceedings until the completion of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they

no longer consent to the voluntary stay.

The Company wholly and completely disputes the allegations therein.

The Company has retained

legal counsel to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2023

as it determined that any such loss contingency was either not probable or estimable.

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

The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at

issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment.

The McCauley Lawsuit seeks

both injunctive and monetary relief from the individual defendants, as well as an award of attorneys’ fees and costs.

29, 2022, the Nevada court approved the parties’ stipulation to temporarily stay the McCauley Lawsuit, which expired automatically

upon the ruling on the motion to dismiss in the Bush Lawsuit.

On December 13, 2023, the Nevada court approved the parties’ stipulation

to continue the stay until the close of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they no longer

consent to the voluntary stay.

The Company has not recorded an accrual related to this matter as of December 31, 2023 as it determined

that any such loss contingency was either not probable or estimable.

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.

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 action remains stayed.

The Company wholly and completely disputes the allegations.

Company has retained legal counsel to defend the action vigorously.

The Company has not recorded an accrual related to this matter as

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

February 2022, a shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

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.

The Company wholly and completely disputes

the allegations.

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

The Company has not recorded an accrual related

to this matter as of December 31, 2024, as it determined that any such loss contingency was either not probable or estimable.

Farkas Group, Inc.

(“FGI”), a Florida corporation whose principal is former Company CEO, Michael D.

Farkas, filed a demand

for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement

between the parties.

The Company filed an answer denying the claim and counterclaimed against FGI, Mr.

Farkas, and one of his companies,

NextNRG Holdings (“NEXT”), alleging that FGI, Mr.

Farkas, and NEXT are in violation of non-compete agreements.

filed a petition with the Florida Superior Court to stay the arbitration as to NEXT.

The Florida Court denied NEXT’s petition,

and the arbitration is scheduled to resume in March 2025.

While the outcome of this matter cannot be determined at this time, it is not

currently expected to have a material adverse impact on our business.

In July 2023, the Company received a subpoena from the SEC requesting the

production of documentation and other information since January 1, 2020, relating to various subjects, including discrete disclosure matters.

On January 15, 2025, the Company received a termination letter from the Staff of the SEC that concluded the investigation without recommending

an enforcement action against Blink Charging with the proviso that the Staff could re-open the investigation.

SAFETY DISCLOSURES.

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 3. Legal Proceedings