Item 1A. Risk Factors
Item
1A. Risk Factors.
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, other than as provided below. Any of these
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.
There
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.
The
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.
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On
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
securities.
The
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”). The
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.
On
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.
There
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
on Nasdaq. The Common Stock remains listed on Nasdaq pending the outcome of the Hearing.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not applicable.