Item 3. Legal Proceedings
ITEM
3.
LEGAL
PROCEEDINGS.
We
have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental to our
business. Certain of the claims that have been made against us allege, among other things, breach of contract or breach of express and
implied warranties with regard to our products. Although litigation is inherently uncertain, and we believe we are insured against many
such instances, based on past experience and the information currently available, management does not believe that any currently pending
and threatened litigation or claims will have a material adverse effect on our financial position, liquidity or results of operations.
However, future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened
litigation or claims will ultimately have a material effect on our financial position, liquidity or results of operations in any future
reporting periods.
In
August 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed
in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s former Chairman
of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).
In September 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643,
was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover
the same alleged damages. Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H. Marc Joseph
to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021. The Amended Complaint alleged,
among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and
asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 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.
In
September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case
No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s
Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted
that the Director defendants caused Blink to make the statements at issue in the securities class action and, as a result, the Company
incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserted claims against the
Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein
did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’
alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and
attorneys’ fees and other litigation expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively
on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same
defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination,
appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).
In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative
Litigation, Lead Case No. 2020-019815-CA-01. The 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.
In
February 2022, a shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al.,
Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board
of Directors and Michael Rama (the “McCauley Lawsuit”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted
similar claims and sought similar damages as the Klein Lawsuit. The action remains stayed. 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.
The
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. NEXT later
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.
ITEM
4.
MINE
SAFETY DISCLOSURES.
Not
applicable.
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PART
II