What changed in this filing

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Item 1A. Risk Factors

2026-09-25 compared with 2026-05-12 · 84 added, 145 removed, 2 unchanged (99% of the section changed)

1 unchanged sentence

As of the date of this Quarterly Report, there have been no material

changes to the risk factors previously disclosed in our Form 10-K filed on March 11, 2026, and our Closing Form 8-K filed on June 26,

2025, other than as provided below.

Any of these factors could have a material adverse effect on our results of operations or financial

Additional risks not currently known to us or that we presently consider immaterial may also adversely affect our business

or results of operations.

The issuance of shares of our Common Stock to White Lion under

the Common Stock Purchase Agreement will dilute the ownership interest of our existing stockholders.

We may sell up to $10,000,000 of our Common Stock to White Lion Capital,

LLC (“White Lion” or the “Selling Securityholder”) under the Common Stock Purchase Agreement.

The shares will

be sold to White Lion at a discount to the then-prevailing market price.

To the extent we sell shares to White Lion under the Common Stock

Purchase Agreement dated April 17, 2026 between us and White Lion (the “Common Stock Purchase Agreement” or “ELOC Agreement”),

additional shares of our Common Stock will be issued, which will result in dilution to the holders of our Common Stock.

In addition, the

lower our stock price is at the time we elect to sell shares, the more shares we would need to issue for any given dollar amount of proceeds,

resulting in greater dilution to our existing stockholders.

Our existing stockholders may experience substantial dilution as a result

of issuances of shares under the Common Stock Purchase Agreement, and such dilution could cause the trading price of our Common Stock

It is not possible to predict the actual number of shares we

will sell to White Lion under the ELOC Agreement, or the actual gross proceeds resulting from those sales.

We may not have access to the

full amount available under the ELOC Agreement.

On April 17, 2026, we entered into the Common Stock Purchase Agreement

with White Lion, pursuant to which White Lion committed to purchase up to $10,000,000 of our Common Stock, subject to certain limitations

and conditions set forth in the Common Stock Purchase Agreement.

The Common Stock that may be issued under the Common Stock Purchase Agreement

may be sold by us to White Lion at our discretion, from time to time, over a period ending December 31, 2028, commencing on the date of

the ELOC Agreement.

We generally have the right to control the timing and amount of any sales of our Common Stock to White Lion under

the ELOC Agreement.

Sales of our Common Stock to White Lion under the ELOC Agreement will depend upon market conditions as well as other

factors to be determined by us.

We may ultimately decide to sell to White Lion all or a portion of the shares of our Common Stock that

may be available pursuant to the ELOC Agreement, or decide to terminate the ELOC Agreement or not sell to White Lion any Common Stock

that may be available for us to sell to White Lion thereunder.

Because the purchase price per share to be paid by the White Lion for

the shares of Common Stock that we may elect to sell to White Lion under the ELOC Agreement will fluctuate based on the market prices

of our Common Stock during the applicable pricing period for each purchase, it is not possible for us to predict the number of Common

Stock that we will sell to White Lion under the ELOC Agreement, the purchase price per share that the White Lion will pay for shares purchased

from us under the ELOC Agreement, or the aggregate gross proceeds that we will receive from those purchases by the White Lion under the

ELOC Agreement.

Although the ELOC Agreement provides that we may sell up to an aggregate

of $10,000,000 of shares of Common Stock to White Lion, only 15,000,000 shares of Common Stock that may be issued to White Lion under

the ELOC Agreement are registered for resale by White Lion.

If we elect to sell to White Lion all of the 15,000,000 shares of Common

Stock registered for resale by White Lion, depending on the market prices of our Common Stock during the applicable pricing period for

each purchase made pursuant to the ELOC Agreement, the actual gross proceeds from the sale of all such shares may be substantially less

than the $10,000,000 total commitment originally available to us under the ELOC Agreement.

In addition, White Lion will not be required to purchase any shares

of Common Stock if such sale would result in White Lion’s beneficial ownership exceeding 4.99% of the then-outstanding voting power

or shares of Common Stock;

provided, that the beneficial ownership limitation may be increased to 9.99% upon the mutual written agreement

of the Company and White Lion, effective not less than sixty-one (61) days after such mutual written agreement.

Any issuance and sale

by us under the ELOC Agreement of a substantial amount of shares of our Common Stock in addition to the 15,000,000 shares of Common Stock

registered for resale by White Lion could cause additional substantial dilution to our stockholders.

The number of shares of Common Stock

ultimately offered for resale by White Lion is dependent upon the number of shares of Common Stock we ultimately sell to White Lion under

the ELOC Agreement.

Our inability to access a portion or the full amount available under the ELOC Agreement, in the absence of any other

financing sources, could have a material adverse effect on our business.

The issuance of certain securities under the Common Stock Purchase

Agreement, the common stock purchase warrant issued to White Lion (the “Commitment Warrant”), and the Note Purchase Agreement

is contingent upon us obtaining stockholder approval pursuant to Nasdaq Rule 5635 (“Stockholder Approval”).

If we do not obtain

the Stockholder Approval, these securities may never become issuable and/or exercisable.

If it becomes necessary for us to issue and sell to White Lion Common

Stock in excess of the exchange cap under the Common Stock Purchase Agreement in order to receive aggregate gross proceeds equal to $10,000,000

under the Common Stock Purchase Agreement, then for so long as the Exchange Cap continues to apply to issuances and sales of Common Stock

under the Common Stock Purchase Agreement, we must first obtain Stockholder Approval.

In addition, no tranche of the convertible notes

may be funded until Stockholder Approval has been obtained.

If we are unable to obtain the required Stockholder Approval, these securities

will not be issuable and/or exercisable, and will have little to no value.

The Company has agreed to use commercially reasonable efforts to duly

call, give notice of, convene, and hold a stockholder meeting (the “Stockholder Meeting”) as soon as reasonably practicable,

but in no event later than May 15, 2026, for the purposes of obtaining Stockholder Approval.

If the Company fails to hold a Stockholder

Meeting by May 15, 2026, it shall pay liquidated damages to White Lion, as more fully described in the Common Stock Purchase Agreement.

In the event Stockholder Approval is not obtained at the first Stockholder Meeting, the Company is obligated to cause an additional Stockholder

Meeting to be held every one hundred eighty (180) days during the period beginning on such date and continuing seven hundred twenty (720)

days thereafter, until Stockholder Approval is obtained.

Investors who buy shares at different times will likely pay different

Pursuant to the ELOC Agreement, we will have discretion, subject to

market demand, to vary the timing, prices, and numbers of shares sold to the White Lion.

If and when we do elect to sell shares of Common

Stock to the White Lion under the ELOC Agreement, after the White Lion has acquired such shares, the White Lion may resell all or a portion

of such shares at any time or from time to time in its discretion and at different prices.

As a result, investors who purchase shares

from the White Lion at different times will likely pay different prices for those shares, and so may experience different levels of dilution

and in some cases substantial dilution and different outcomes in their investment results.

Investors may experience a decline in the value

of the shares they purchase from the White Lion as a result of future sales made by us to the White Lion at prices lower than the prices

such investors paid for their shares.

The sale and issuance of our Common Stock to the Selling Securityholder

will cause dilution to our existing stockholders, and the sale of the shares acquired by the Selling Securityholder, or the perception

that such sales may occur, could cause the price of our Common Stock to decline.

Sales of a substantial number of shares of our Common Stock in the

public market could occur at any time, subject to the restrictions and limitations described below.

If our shareholders sell, or the market

perceives that our shareholders intend to sell, substantial amounts of shares of our Common Stock in the public market following this

offering, the market price of shares of our Common Stock could decline significantly.

The Selling Securityholder can resell up to 51,000,000 shares.

the Selling Securityholder has acquired the shares, the Selling Securityholder may resell all, some, or none of those shares at any time

or from time to time in its discretion.

Therefore, sales to the Selling Securityholder by us could result in substantial dilution to the

interests of other holders of our Common Stock.

Additionally, sales of a substantial number of shares of our Common Stock in the public

market by the Selling Securityholder and/or by our other existing stockholders, or the perception that those sales might occur, could

depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities

in the future at a time and at a price that we might otherwise wish to effect sales.

We have broad discretion in the use of the net proceeds we receive

from the sale of shares to the Selling Securityholder and may not use them effectively.

Our management will have broad discretion in the application of the

proceeds we receive from the Selling Securityholder pursuant to sales of Common Stock under the Common Stock Purchase Agreement, if any,

and you will not have the opportunity as part of your investment decision to assess whether our management is using the proceeds appropriately.

Because of the number and variability of factors that will determine our use of our proceeds from the Selling Securityholder, their ultimate

use may vary substantially from their currently intended use.

The failure by our management to apply these funds effectively could result

in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock to decline.

their use, we may invest the proceeds from the Selling Securityholder in short-term, investment-grade, interest-bearing securities.

investments may not yield a favorable return to our stockholders.

The convertible notes issuable to White Lion will be secured

by substantially all of our assets, and a default could result in White Lion foreclosing on our assets.

Our obligations under the convertible notes will be secured by a security

interest in all of our assets and personal property, including our intellectual property.

If we default under the convertible notes, White

Lion could foreclose on our assets, which could force us to curtail or cease our operations.

White Lion has the right to require us to apply a portion of

our financing proceeds toward repayment of the convertible notes.

Under the terms of the Note Purchase Agreement with White Lion, White

Lion has the right to require us to apply up to 10% of all cash proceeds received from the issuance of securities pursuant to the Common

Stock Purchase Agreement, the exercise of the Commitment Warrant, or the issuance of any other securities of the Company, toward repayment

of the convertible notes.

This could reduce the amount of proceeds available to us for working capital and other corporate purposes.

The exercise price of the Commitment Warrant is subject to full

ratchet anti-dilution adjustment, which could result in additional dilution to our stockholders.

The Commitment Warrant issued to White Lion includes a full ratchet

anti-dilution provision, pursuant to which the exercise price of the Commitment Warrant will be reduced to the effective price per share

of any new issuance of Common Stock or Common Stock equivalents below the then-current exercise price (subject to exceptions for exempt

Because the exercise price is initially set at 99% of the closing sales price of the Common Stock on the trading day prior

to the exercise date and is subject to downward adjustment, any future dilutive issuance by the Company could result in a reduction of

the exercise price and a corresponding increase in the number of shares issuable upon exercise, resulting in additional dilution to our

existing stockholders.

changes to the risk factors previously disclosed in our Form 10-K filed on March 11, 2026, other than as provided below.

factors could have a material adverse effect on our results of operations or financial condition.

Additional risks not currently known

to us or that we presently consider immaterial may also adversely affect our business or results of operations.

The issuance of shares of our

Common Stock and Series C Convertible Nonredeemable Preferred Stock to Blade Ranger and Blink under the Term Sheet and the issuance of

shares of Common Stock upon conversion of the H Capital Note will dilute the ownership interest of our existing stockholders.

We have entered into the binding Term Sheet to acquire 100% of Envoy’s

outstanding common stock in consideration for which the Company will issue shares equal to an aggregate of 10,833,333 shares of Common

Stock consisting of 233,543 shares Common Stock to BladeRanger and shares of newly authorized Series C Convertible Preferred Stock, of

which 2,166,667 shares will be issued to Blink Charging Co.

and 8,433,123 shares will be issued to BladeRanger.

The Series C Preferred

has a $6.00 stated value per share and generally will convert one-for-one basis into Common Stock automatically upon stockholder approval,

subject to a 19.99% conversion limitation.

In connection with the Term Sheet, we issued the H Capital Note that is convertible into shares

of our Common Stock subject to a 19.99% conversion limitation and other beneficial ownership limitations.

Accordingly, the transaction

to acquire Envoy and the conversion of the H Capital Note will result in dilution to the holders of our Common Stock, and such dilution

could cause the trading price of our Common Stock to decline.

The conversion of the Series C

Preferred and the H Capital Note issued in connection with the Envoy transaction are contingent upon us obtaining stockholder approval

pursuant to Nasdaq Rule 5635 (“Stockholder Approval”).

If we do not obtain the Stockholder Approval, these securities may

never become issuable and/or exercisable.

Until receipt

of Stockholder Approval under Nasdaq Rule 5635, the Series C Preferred and H Capital Note will be convertible into no more than an aggregate

of 19.99% of our outstanding Common Stock as of the date of issuance (if at all).

Accordingly, the Company has agreed to duly call, give

notice of, convene, and hold a stockholder meeting (the “Stockholder Meeting”) as soon as reasonably practicable, for the

purposes of obtaining Stockholder Approval.

If Stockholder Approval is not obtained at the first Stockholder Meeting, the Company is obligated

to cause an additional Stockholder Meeting to be no less frequently than once every three months, until Stockholder Approval is obtained.

are no assurances that our Common Stock will remain listed on Nasdaq, which could have a material adverse effect on the liquidity of our

Common Stock.

Company’s Common Stock is listed on the Nasdaq Global Market.

On February 5, 2026, the Company received a deficiency notice from

Nasdaq indicating that its Common Stock did not meet the minimum bid price and minimum market value of listed securities continued listing

requirements.

The Company received an additional deficiency notice from Nasdaq on February 10, 2026 indicating that its Common Stock did

not meet the minimum publicly held share value requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) and 5810(c)(3)(C), the

Company had 180 calendar days, or until August 4, 2026, to regain compliance with each requirement.

Additionally, in accordance with Nasdaq

Listing Rule 5810(c)(3)(D) the Company had 180 calendar days, or until August 10, 2026 to regain compliance with the minimum publicly

held share value requirement.

On August 27, 2026, the Company received a written notification from Nasdaq identifying an additional basis

for the potential delisting of the Company’s Common Stock, from Nasdaq because the Company had not yet filed its Annual Report on

Form 10-Q for the period ended June 30, 2026.

Accordingly, Nasdaq determined that such matter served as an additional basis for delisting

the Company’s securities from Nasdaq.

June 23, 2026, the Company received formal written notice from Nasdaq indicating that the Company had regained compliance with the minimum

bid price requirement for continued listing on the Nasdaq Global Market, because the closing bid price of the Common Stock had been $1.00

per share or greater for the last 12 consecutive business days from June 8, 2026 to June 22, 2026.

The Company, however, did not regain

compliance with the minimum market value of listed securities by the August 4, 2026 deadline or the minimum publicly held share value

requirement by the August 10, 2026 deadline.

Nasdaq, therefore, determined that these matters served as bases for delisting the Company’s

Company timely requested a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) with respect to the determination

relating to the minimum market value of listed securities and paid the applicable $20,000 hearing fee (the “Hearing”).

Hearing request stayed the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities and Exchange

Commission pending the issuance of a written decision by the Hearings Panel.

The Hearings Panel will consider deficiency relating to the

minimum publicly held share value requirement in its decision regarding the Company’s continued listing on Nasdaq at the Hearing.

Additionally, the Company had the right to appeal the delisting determination based on its delinquent filing by requesting a hearing before

the Hearings Panel.

Under Nasdaq Listing Rule 5815(a)(1)(B), a hearing request regarding a delinquent filing stays the suspension of the

Company’s securities for a period of 15 days from the date of the request, unless the Company specifically requests, and the Hearings

Panel grants, a further stay.

The Company timely requested an extended stay of the suspension and to present its views with respect to

the delinquent filing deficiency, including its plan to complete the delinquent filing, to the Hearings Panel at the Hearing.

September 15, 2026, the Company appeared before a Nasdaq Hearings Panel (the “Hearings Panel”) and presented a compliance

plan (the “Compliance Plan”) addressing the previously disclosed deficiencies in Nasdaq’s continued listing requirements

for failure to satisfy the minimum market value of listed securities requirement of $50 million pursuant to Nasdaq Listing Rule 5450(b)(2)(A),

the minimum market value of publicly held shares of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C), and the Company’s

failure to file its Quarterly Report on Form 10-Q for the period ended June 30, 2026.

can be no assurance that the Hearings Panel will decide in the Company’s favor with respect to the Nasdaq Staff determinations,

the Compliance Plan or any other matter.

The Hearings Panel’s decision will determine the future of trading of the Common Stock

The Common Stock remains listed on Nasdaq pending the outcome of the Hearing.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors