UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-38392

BLINK CHARGING CO.

(Exact name of registrant as specified in its charter)

Nevada

03-0608147

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


605 Lincoln Road, ~~5th~~ 5^thFloor
Miami Beach, Florida		33139-3024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 521-0200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	BLNK	The NASDAQ Stock Market LLC
Common Stock Purchase Warrants	BLNKW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐☒	Accelerated filer	☐
Non-accelerated filer	☒☐	Smaller reporting company	☒☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~August 11, 2021,~~May 9, 2022, the registrant had ~~42,159,202~~42,741,387 shares of common stock outstanding.

BLINK CHARGING CO. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS


	Page

PART I - FINANCIAL INFORMATION	1

Item 1. Financial Statements.	1

Condensed Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	1

Unaudited Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	2

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	3

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the ~~Six~~Three Months Ended ~~June 30, 2021~~March 31, 2022	4

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the ~~Six~~Three Months Ended ~~June 30, 2020~~March 31, 2021	5

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	6

Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2217

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	3126

Item 4. Controls and Procedures.	3126

PART II - OTHER INFORMATION	27

Item 1. Legal Proceedings.	3227

Item 1A. Risk Factors.	3227

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	3328

Item 3. Defaults Upon Senior Securities.	3328

Item 4. Mine Safety Disclosures.	3328

Item 5. Other Information.	3328

Item 6. Exhibits.	3328

SIGNATURES	3429

PART 1 – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands except for share amounts)

June 30, 2021 December 31, 2020
(unaudited)
Assets

Current Assets:
Cash $ 142,052,894 $ 22,341,433
Marketable securities 53,564,600 -
Accounts receivable and other receivables, net 4,423,094 347,967
Inventory, net 5,547,312 1,816,135
Prepaid expenses and other current assets 2,960,815 1,219,488

Total Current Assets 208,548,715 25,725,023
Restricted cash 76,588 76,399
Property and equipment, net 12,632,851 5,636,063
Operating lease right-of-use asset 1,859,301 615,825
Intangible assets, net 3,982,198 46,035
Goodwill 19,264,670 1,500,573
Other assets 251,000 387,617
Total Assets $ 246,615,323 $ 33,987,535

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable $ 6,091,147 $ 3,358,852
Accrued expenses and other current liabilities 2,287,879 1,328,834
Current portion of notes payable 570,662 574,161
Current portion of operating lease liabilities 630,028 403,915
Current portion of deferred revenue 1,189,758 479,486

Total Current Liabilities 10,769,474 6,145,248
Operating lease liabilities, non-current portion 1,430,497 285,501
Other liabilities 90,000 90,000
Notes payable, non-current portion 303,371 296,535
Deferred revenue, non-current portion 20,603 6,654

Total Liabilities 12,613,945 6,823,938

Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of June 30, 2021 and December 31, 2020 - -

Commitments and contingencies (Note 10) - -

Stockholders’ Equity:
Preferred stock, $0.001 par value, 40,000,000 shares authorized; - -
Series A Convertible Preferred Stock, 20,000,000 shares designated,
0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 - -
Series C Convertible Preferred Stock, 250,000 shares designated,
0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 - -
Series D Convertible Preferred Stock, 13,000 shares designated, 0
shares issued and outstanding as of June 30, 2021 and December 31, 2020 - -
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Common stock, $0.001 par value, 500,000,000 shares authorized, 42,140,145 and 35,951,097
shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively 42,140 35,951
Additional paid-in capital 442,565,107 214,479,094
Accumulated other comprehensive income (431,341 ) -
Accumulated deficit (208,174,528 ) (187,351,448 )

Total Stockholders’ Equity 234,001,378 27,163,597

Total Liabilities and Stockholders’ Equity $ 246,615,323 $ 33,987,535

	March 31, 2022			December 31, 2021
	(unaudited)

Assets
Current Assets:
Cash and cash equivalents	$	161,984		$	174,795
Accounts receivable, net		7,472			6,346
Inventory, net		10,051			10,369
Prepaid expenses and other current assets		576			1,020

Total Current Assets		180,083			192,530
Restricted cash		79			81
Property and equipment, net		16,219			14,563
Operating lease right-of-use asset		1,607			1,664
Intangible assets, net		3,707			3,455
Goodwill		19,054			19,390
Other assets		517			230

Total Assets	$	221,266		$	231,913

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	8,125		$	7,134
Accrued expenses and other current liabilities		6,906			5,678
Current portion of notes payable		10			10
Current portion of operating lease liabilities		884			547
Current portion of deferred revenue		2,741			2,858

Total Current Liabilities		18,666			16,227
Operating lease liabilities, non-current portion		1,125			1,531
Other liabilities		727			193
Deferred revenue, non-current portion		661			128

Total Liabilities		21,179			18,079

Commitments and contingencies (Note 7)		-			-

Stockholders’ Equity:
Common stock, $0.001 par value, 500,000,000 shares authorized, 42,584,822 and 42,423,514 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		43			42
Additional paid-in capital		460,047			458,046
Accumulated other comprehensive loss		(2,390	)		(1,784	)
Accumulated deficit		(257,613	)		(242,470	)

Total Stockholders’ Equity		200,087			213,834

Total Liabilities and Stockholders’ Equity	$	221,266		$	231,913

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

~~(unaudited)~~(in thousands except for share and per share amounts)

2021 2020 2021 2020
For The Three Months Ended For The Six Months Ended
June 30, June 30,
2021 2020 2021 2020

Revenues:
Product sales $ 3,267,143 $ 1,274,354 $ 4,937,737 $ 2,051,777
Charging service revenue - company-owned charging stations 586,173 87,250 767,771 406,874
Network fees 105,964 71,271 215,820 126,830
Warranty 18,587 8,419 31,804 16,479
Grant and rebate 74,067 3,912 224,302 8,491
Ride-sharing services 189,219 - 234,731 -
Other 113,999 127,404 175,049 261,023

Total Revenues 4,355,152 1,572,610 6,587,214 2,871,474

Cost of Revenues:
Cost of product sales 2,364,952 922,808 3,482,867 1,391,876
Cost of charging services - company-owned charging stations 60,395 35,874 110,167 65,488
Host provider fees 140,286 28,086 266,707 113,515
Network costs 93,748 147,290 173,141 357,622
Warranty and repairs and maintenance 196,118 17,734 457,269 132,643
Ride-sharing services 423,960 - 670,077 -
Depreciation and amortization 431,605 6,938 686,519 87,728
Total Cost of Revenues 3,711,064 1,158,730 5,846,747 2,148,872

Gross Profit 644,088 413,880 740,467 722,602

Operating Expenses:
Compensation 9,170,320 2,305,735 13,918,471 4,420,205
General and administrative expenses 2,532,458 670,635 4,117,445 1,316,536
Other operating expenses 1,286,575 459,418 2,436,281 1,026,618

Total Operating Expenses 12,989,353 3,435,788 20,472,197 6,763,359

Loss From Operations (12,345,265 ) (3,021,908 ) (19,731,730 ) (6,040,757 )

Other Income (Expense):
Interest (expense) income (5,993 ) 5,257 9,004 21,110
Loss on settlement (1,000,000 ) - (1,000,000 ) -
Loss on foreign exchange (107,669 ) - (107,669 ) -
Gain on settlement of accounts payable, net - 19,086 - 19,086
Change in fair value of derivative and other accrued liabilities (289 ) (16,560 ) 6,704 (16,039 )
Other income (loss) 611 (15,367 ) 611 25,987

Total Other (Expense) Income (1,113,340 ) (7,584 ) (1,091,350 ) 50,144
Net Loss $ (13,458,605 ) $ (3,029,492 ) $ (20,823,080 ) $ (5,990,613 )
Net Loss Per Share:
Basic $ (0.32 ) $ (0.11 ) $ (0.50 ) $ (0.22 )
Diluted $ (0.32 ) $ (0.11 ) $ (0.50 ) $ (0.22 )

Weighted Average Number of Common Shares Outstanding:
Basic 42,037,492 28,327,701 41,587,793 27,584,918
Diluted 42,037,492 28,327,701 41,587,793 27,584,918


	For The Three Months Ended
	March 31,
	2022			2021

Revenues:
Product sales	$	8,052		$	1,671
Charging service revenue - company-owned charging stations		1,107			182
Network fees		161			110
Warranty		67			13
Grant and rebate		75			150
Ride-sharing services		239			46
Other		99			60

Total Revenues		9,800			2,232

Cost of Revenues:
Cost of product sales		6,044			1,118
Cost of charging services - company-owned charging stations		523			50
Host provider fees		551			126
Network costs		234			79
Warranty and repairs and maintenance		111			262
Ride-sharing services		426			246
Depreciation and amortization		325			255

Total Cost of Revenues		8,214			2,136

Gross Profit		1,586			96

Operating Expenses:
Compensation		9,259			4,748
General and administrative expenses		4,427			1,585
Other operating expenses		2,942			1,149
		-
Total Operating Expenses		16,628			7,482

Loss From Operations		(15,042	)		(7,386	)

Other Income (Expense):
Interest income		-			14
Foreign transaction gain		3			-
Change in fair value of derivative and other accrued liabilities		-			7
Other expense, net		(104	)		-

Total Other (Expense) Income		(101	)		21

Net Loss	$	(15,143	)	$	(7,365	)
Net Loss Per Share:
Basic	$	(0.36	)	$	(0.18	)
Diluted	$	(0.36	)	$	(0.18	)

Weighted Average Number of Common Shares Outstanding:
Basic		42,437,823			41,138,095
Diluted		42,437,823			41,138,095

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

~~(unaudited)~~

	2022			2021
	For the Three Months Ended
	March 31,
	2022			2021

Net Loss	$	(15,143	)	$	(7,365	)
Other Comprehensive Loss:
Cumulative translation adjustments		(606	)		-
Change in fair value of marketable securities		-			(56	)

Total Comprehensive Loss	$	(15,749	)	$	(7,421	)

2021 2020 2021 2020
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2021 2020 2021 2020

Net Loss $ (13,458,605 ) $ (3,029,492 ) $ (20,823,080 ) $ (5,990,613 )
Other Comprehensive Income (Loss):
Reclassification adjustments of gain on sale of marketable securities included in net loss - 15,188 - (98,337 )
Cumulative translation adjustments (387,842 ) - (387,842 ) -
Change in fair value of marketable securities 12,539 47,863 (43,499 ) (20,079 )

Total Comprehensive Loss $ (13,833,908 ) $ (2,966,441 ) $ (21,254,421 ) $ (6,109,029 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~Condensed Consolidated Statement of Changes in Stockholders’ Equity~~

~~For the Three and Six Months Ended June 30, 2021~~

~~(unaudited)~~

Shares Amount Accumulated
Additional Other Total
Common Stock Paid-In Comprehensive Accumulated Stockholders’
Shares Amount Shares Amount Capital Income Deficit Equity

Balance - January 1, 2021 - - 35,951,097 $ 35,951 $ 214,479,094 $ - $ (187,351,448 ) $ 27,163,597
Balance - - 35,951,097 $ 35,951 $ 214,479,094 $ - $ (187,351,448 ) $ 27,163,597

Common stock issued in public offering, net of issuance costs [1] 5,660,000 5,660 221,400,122 - - 221,405,782

Common stock issued upon exercise of warrants 239,202 239 999,301 - - 999,540

Issuance costs related to common stock issued in public offering
Common stock issued as purchase consideration of Blue Corner
Common stock issued as purchase consideration of Blue Corner, shares
Common stock issued upon cashless option exercise 15,522 16 (16 ) - - -

Common stock issued upon cashless warrant exercise 66,000 66 (66 ) - - -

Common stock issued as consideration for property and equipment 13,123 13 599,987 - - 600,000

Stock-based compensation 470 - 418,616 - - 418,616
Common stock issued upon conversion of Series D convertible preferred stock
Common stock issued upon conversion of Series D convertible preferred stock, shares

Other comprehensive loss - - - (56,038 ) - (56,038 )

Net loss - - - - - - (7,364,475 ) (7,364,475 )

Balance - March 31, 2021 - - 41,945,414 $ 41,945 $ 437,897,038 $ (56,038 ) $ (194,715,923 ) $ 243,167,022
Balance - - 41,945,414 $ 41,945 $ 437,897,038 $ (56,038 ) $ (194,715,923 ) $ 243,167,022

Issuance costs related to common stock issued in public offering - - (72,687 ) - - (72,687 )

Common stock issued pursuant to cashless option exercise 22,974 23 (23 ) - - -

Common stock issued upon exercise of warrants 102,684 103 428,004 - - 428,107

Common stock issued as purchase consideration of Blue Corner 32,382 32 790,260 - - 790,292

Stock-based compensation 36,691 37 3,522,515 - - 3,522,552

Other comprehensive loss - - - (375,303 ) - (375,303 )

Net loss - - - - - - (13,458,605 ) (13,458,605 )

Balance - June 30, 2021 - - 42,140,145 $ 42,140 $ 442,565,107 $ (431,341 ) $ (208,174,528 ) $ 234,001,378
Balance - - 42,140,145 $ 42,140 $ 442,565,107 $ (431,341 ) $ (208,174,528 ) $ 234,001,378

~~[1]~~

~~Includes gross proceeds of $232,060,000, less issuance costs of $10,654,218~~.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2022

(in thousands except for share amounts)

(unaudited)

Shares Amount Shares Amount Capital Income Deficit Equity
Convertible Preferred Stock Additional
Accumulated
Other

Total

Series D Common Stock Paid-In Comprehensive Accumulated Stockholders’
Shares Amount Shares Amount Capital Income Deficit Equity

Balance - January 1, 2020 5,125 $ 5 26,322,583 $ 26,323 $ 176,729,926 $ 183,173 $ (169,504,981 ) $ 7,434,446
Balance 5,125 $ 5 26,322,583 $ 26,323 $ 176,729,926 $ 183,173 $ (169,504,981 ) $ 7,434,446

Stock-based compensation - - - - 276,675 - - 276,675

Common stock issued upon conversion of Series D convertible preferred stock (5,125 ) (5 ) 1,642,628 1,642 (1,637 ) - - -

Other comprehensive loss - - - - - (181,468 ) - (181,468 )

Net loss - - - - - - (2,961,100 ) (2,961,100 )

Balance - March 31, 2020 - $ - 27,965,211 $ 27,965 $ 177,004,964 $ 1,705 $ (172,466,081 ) $ 4,568,553
Balance - $ - 27,965,211 $ 27,965 $ 177,004,964 $ 1,705 $ (172,466,081 ) $ 4,568,553

Common stock issued in public offering [1] - - 1,660,884 1,661 3,755,948 - - 3,757,609

Stock-based compensation - - 57,542 58 72,070 - - 72,128

Other comprehensive income - - - - - 63,052 - 63,052

Net loss - - - - - - (3,029,513 ) (3,029,513 )

Balance - June 30, 2020 - $ - 29,683,637 $ 29,684 $ 180,832,982 $ 64,757 $ (175,495,594 ) $ 5,431,829
Balance - $ - 29,683,637 $ 29,684 $ 180,832,982 $ 64,757 $ (175,495,594 ) $ 5,431,829

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity

Balance - January 1, 2022		42,423,514	$	42	$	458,046	$	(1,784	)	$	(242,470	)	$	213,834

Common stock issued upon exercises of warrants		16,811		-		69		-			-			69

Stock-based compensation		144,497		1		1,932		-			-			1,933

Other comprehensive loss		-		-		-		(606	)		-			(606	)

Net loss		-		-		-		-			(15,143	)		(15,143	)

Balance - March 31, 2022		42,584,822	$	43	$	460,047	$	(2,390	)	$	(257,613	)	$	200,087

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2021

(in thousands except for share amounts)

(unaudited)

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income			Deficit			Equity

Balance - January 1, 2021		35,951,097	$	36	$	214,479	$	-		$	(187,351	)	$	27,164
Beginning balance		35,951,097	$	36	$	214,479	$	-		$	(187,351	)	$	27,164

Common stock issued in public offering, net of issuance costs ^[1]		5,660,000		6		221,400		-			-			221,406

Common stock issued upon exercise of warrants		239,202		-		999		-			-			999

Common stock issued upon cashless option exercise		15,522		-		-		-			-			-

Common stock issued upon cashless warrant exercise		66,000		-		-		-			-			-

Common stock issued as consideration for property and equipment		13,123		-		600		-			-			600

Stock-based compensation		470		-		419		-			-			419

Other comprehensive loss		-		-		-		(56	)		-			(56	)

Net loss		-		-		-		-			(7,365	)		(7,365	)

Balance - March 31, 2021		41,945,414	$	42	$	437,897	$	(56	)	$	(194,716	)	$	243,167
Ending balance		41,945,414	$	42	$	437,897	$	(56	)	$	(194,716	)	$	243,167

[1]

Includes gross proceeds of $~~3,998,618~~232,060, less issuance costs of $~~241,009~~10,654. ~~As of June 30, 2020, $600,808~~ ~~of net proceeds had not been received by the Company and was included as a subscription receivable.~~

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

~~Condensed~~ Consolidated Statements of Cash Flows

(in thousands)

~~(unaudited)~~


	For The Six Months Ended						For The Three Months Ended
	June 30,						March 31,
	2021			2020			2022				2021
Cash Flows From Operating Activities:
Net loss	$	(20,823,080	)	$	(5,990,613	)	$	(15,143	)		$	(7,365	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,944,683			195,622			758				514
Dividend and interest income		(61,784	)		(77,309	)
Non-cash lease expense								55				-
Change in fair value of derivative and other accrued liabilities		6,704			(16,039	)		-				7
Provision for bad debt		253,274			33,894			502				201
Provision for slow moving and obsolete inventory		-			7,646			295				(82	)
Gain on settlement of accounts payable, net		-			19,086
Stock-based compensation:
Common stock		1,138,909			(56,993	)		507				29
Options		2,944,601			388,388			1,455				386
Changes in operating assets and liabilities:
Accounts receivable and other receivables		(1,802,826	)		(195,130	)		(1,722	)			(857	)
Inventory		(3,372,703	)		(1,393,376	)		(698	)			(1,965	)
Prepaid expenses and other current assets		(1,219,985	)		177,427			297				51
Other assets		244,522			-			(288	)			212
Accounts payable and accrued expenses		(282,107	)		612,840			2,120		��		305
Other liabilities								101				-
Lease liabilities		(177,328	)		(93,225	)		(66	)			(75	)
Deferred revenue		261,885			(287,800	)		444				139

Total Adjustments		(122,155	)		(684,969	)		3,760				(1,135	)

Net Cash Used In Operating Activities		(20,945,235	)		(6,675,582	)		(11,383	)			(8,500	)

Cash Flows From Investing Activities:
Proceeds from sale of marketable securities		4,553,384			2,755,134
Purchase of marketable securities		(58,012,701	)		-			-				(36,562	)
Capitalization of engineering costs paid		(237,127	)		-
Cash acquired in the purchase of Blue Corner		242,868			-
Purchase consideration of Blue Corner		(22,985,041	)		-
Purchases of property and equipment		(5,019,549	)		(445,479	)		(1,368	)			(4,021	)

Net Cash (Used In) Provided By Investing Activities		(81,458,166	)		2,309,655
Net Cash Used In Investing Activities								(1,368	)			(40,583	)

Cash Flows From Financing Activities:
Proceeds from sale of common stock in public offering [1]		221,333,095			3,195,968			-				221,406
Proceeds from issuance of notes payable		-			855,666
Proceeds from exercise of warrants		1,427,647			-
Proceeds from exercise of options and warrants								69				1,000
Payment of financing liability in connection with internal use software		(39,318	)		(32,821	)		(146	)			(20	)

Net Cash Provided By Financing Activities		222,721,424			4,018,813
Net Cash (Used In) Provided By Financing Activities								(77	)			222,386

Effect of Exchange Rate Changes on Cash		(606,373	)		-
Effect of Exchange Rate Changes on Cash and Cash Equivalents								(158	)			-

Net Increase (Decrease) In Cash		119,711,650			(347,114	)
Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash								(12,986	)			173,303

Cash and Restricted Cash - Beginning of Period		22,417,832			4,168,837
Cash and Cash Equivalents and Restricted Cash - Beginning of Period								175,049				22,418

Cash and Restricted Cash - End of Period	$	142,129,482		$	3,821,723
Cash and Cash Equivalents and Restricted Cash - End of Period							$	162,063			$	195,721

Cash and restricted cash consisted of the following:
Cash	$	142,052,894		$	3,821,723
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents							$	161,984			$	195,646
Restricted cash		76,588			-			79				75
Cash and restricted cash	$	142,129,482		$	3,821,723
Total Cash and cash equivalents and restricted cash							$	162,063			$	195,721

[1]

Includes gross proceeds of $~~232,060,000~~232,060, less issuance costs of $~~10,726,905~~10,654.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

~~Condensed~~ Consolidated Statements of Cash Flows — Continued

(in thousands)

~~(unaudited)~~

	For The Three Months Ended
	March 31,
	2022			2021
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	10		$	-
Non-cash investing and financing activities:
Capitalization of non-recurring engineering costs	$	-		$	237
Common stock issued as consideration for property and equipment	$	-		$	600
Common stock issued upon cashless option exercise	$	-		$	16
Common stock issued upon cashless warrant exercise	$	-		$	66
Interest expense converted into principal	$	-		$	2
Right-of-use assets obtained in exchange for lease obligations	$	-		$	1,358
Change in fair value of marketable securities	$	-		$	56
Intangible assets obtained in exchange for financing liability	$	660		$	-
Transfer of inventory to property and equipment	$	(698	)	$	(429	)

For The Six Months Ended
June 30,
2021 2020
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Non-cash investing and financing activities:
Common stock issued upon conversion of Series D convertible preferred stock $ - $ 5
Reduction of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid $ - $ (39,167 )
Common stock issued upon cashless option exercises $ 39 $ -
Common stock issued upon cashless warrant exercise $ 66 $ -
Common stock issued as consideration for property and equipment $ 600,000 $ -
Common stock issued as purchase consideration of Blue Corner $ 790,292 $ -
Interest expense converted into principal $ 2,123 $ -
Right-of-use assets obtained in exchange for lease obligations $ 1,358,408 $ -
Change in fair value of marketable securities $ (43,499 ) $ (20,079 )
Subscription receivable, net of issuance costs of $18,704 $ - $ 600,808
Transfer of inventory to property and equipment $ (867,700 ) $ (1,011,637 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

Organization and Operations

Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. Blink offers residential and commercial EV charging equipment, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its Blink EV charging network (the “Blink Network”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”) and other EV-related services. The Blink Network provides property owners, managers, parking companies, and state and municipal entities (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability and fees. Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of ~~June 30, 2021~~March 31, 2022 and for the ~~six~~three months then ended. The results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, ~~2020~~2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on March ~~31, 2021~~16, 2022 as part of the Company’s Annual Report on Form ~~10-K for the year ended December 31, 2020.~~10-K.

Risks and Uncertainties

The Covid-19 pandemic has impacted global stock markets and economies. The Company ~~continues to~~ closely monitors the impact of the continuing presence of Covid-19 and multiple Covid-19 variants. The Company has taken and continues to take precautions to ensure the safety of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers. The Company continues to receive orders for its products, although some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain disruption has caused some delays in ~~the delivery of~~ equipment orders from ~~the Company’s~~its contract manufacturer. As federal, state and local economies begin to return to pre-pandemic levels, ~~and with vaccines being administered,~~ the Company expects demand for charging station usage to increase, however, the Company is unable to predict the extent of such recovery due to the ~~recent increase in infection rates~~uncertainty of Covid-19. As a result, the Company is unable to predict the ultimate impact of equipment order delays, chip shortage and continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the ~~period covered by the Company’s~~ Annual Report ~~on Form 10-K~~ for the year ended December 31, ~~2020,~~2021, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

~~INVESTMENTS~~

Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.

~~The following is a summary of the unrealized gains, losses, and fair value by investment type as of June 30, 2021:~~

~~SCHEDULE OF UNREALIZED GAINS, LOSSES ON INVESTMENT~~

June 30, 2021
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed income $ 53,608,099 38,014 $ (81,513 ) $ 53,564,600

FOREIGN CURRENCY TRANSLATION

The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the ~~Euro.~~Euro and the Indian Rupee. Assets and liabilities are translated based on the exchange rates at the balance sheet date (~~(1.1886)~~1.1112 for the Euro and 0.0132 for the Indian Rupee as of ~~June 30, 2021,~~March 31, 2022), while expense accounts are translated at the weighted average exchange rate for the period (~~(1.2097)~~1.1219 for the ~~six~~Euro and 0.0133 for the Indian Rupee for the three months ended ~~June 30, 2021.~~March 31, 2022). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. Transaction gains and losses are charged to the statement of operations as incurred. Transaction gains attributable to foreign exchange were $3

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~during the three months ended March 31, 2022.

REVENUE RECOGNITION

The Company recognizes revenue primarily from five different types of contracts:

●	Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
●	Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer.
●	Network fees and other– Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually.
●	Ride-sharing services– Primarily related to ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription.
●	Other – Primarily related to charging service revenue from non-company-owned charging stations. Revenue is recognized from non-company-owned charging stations at the point when a particular charging session is completed in accordance with a contractual relationship between the Company and the owner of the station. Other revenues also comprises of revenues generated from alternative fuel credits.

The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

	2021		2020		2021		2020
	For The Three Months Ended				For The Six Months Ended				For The Three Months Ended
	June 30,				June 30,				March 31,
	2021		2020		2021		2020		2022		2021

Revenues - Recognized at a Point in Time:
Revenues - Recognized at a Point in Time
Product sales									$	8,052	$	1,671
Charging service revenue - company-owned charging stations	$	586,173	$	87,250	$	767,771	$	406,874		1,107		182
Product sales		3,267,143		1,274,354		4,937,737		2,051,777
Other		113,999		127,404		175,049		261,023		99		60
Total Revenues - Recognized at a Point in Time		3,967,315		1,489,008		5,880,557		2,719,674		9,258		1,913

Revenues - Recognized Over a Period of Time:
Ride-sharing services		189,219		-		234,731		-		239		46
Network and other fees		124,551		79,690		247,624		143,309		228		123
Total Revenues - Recognized Over a Period of Time		313,770		79,690		482,355		143,309		467		169

Total Revenue Under ASC 606	$	4,281,085	$	1,568,698	$	6,362,912	$	2,862,983
Total Revenues	$	4,281,085	$	1,568,698	$	6,362,912	$	2,862,983
Total Revenue									$	9,725	$	2,082

109

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

REVENUE RECOGNITION -– CONTINUED

The following table summarizes our revenue recognized under ASC 606 in the consolidated statements of operations by geographical area:

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA


	For The Three Months Ended
	March 31,
	2022		2021
Revenues by Geographical Area
U.S.A	$	5,781	$	1,085
International		3,944		997
Total Revenue	$	9,725	$	2,082

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied.

As of ~~June 30, 2021,~~March 31, 2022, the Company had $~~1,210,080~~3,402 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of ~~June 30, 2021.~~March 31, 2022. The Company expects to satisfy $2,741 of its remaining performance obligations for network fees, ~~and~~charging services, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, the Company recognized $~~118,801~~181 ~~and $246,729, respectively,~~ of revenues related to network fees and warranty contracts, which were included in deferred revenues as of December 31, ~~2020.~~2021. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, there was no0 revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Grants and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station. During the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company ~~recognized~~recorded $~~74,067~~75 and $~~3,912, respectively, related to grant and rebate revenue. During the six months ended June 30, 2021 and 2020, the Company recognized $224,302~~ ~~and $8,491~~150, respectively, related to grant and rebate revenue. At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there was $~~69,792~~70 ~~and $70,356, respectively,~~ of deferred grant and rebate revenue to be amortized.

CONCENTRATIONS

As of ~~June 30,~~March 31, 2022, accounts receivable from a significant customer were approximately 17% of total accounts receivable. As of December 31, 2021, accounts receivable from a significant customer were approximately 18% of total accounts receivable. During the three months ended March 31, 2022, sales to a significant customer represented ~~10%~~ 13% of total ~~accounts receivable. Another~~revenue and sales to another significant customer represented 2312% of total ~~accounts receivable.~~

revenue. During the ~~six~~three months ended ~~June 30,~~March 31, 2021, sales to a significant customer represented 1221% of total ~~revenue. During the three~~revenue and ~~six months ended June 30, 2020, revenues from one significant customer represented~~ 30~~% and~~ 45~~%, respectively, of total revenues. During the three and six months ended June 30, 2020, revenues from~~ another significant customer represented 1120% of total revenues. During the three months ended March 31, 2022 and 2021, the Company made purchases from a significant supplier that represented 14% and 1028%~~%, respectively,~~ of total ~~revenues.~~purchases, respectively.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

~~GOODWILL AND INTANGIBLE ASSETS~~

Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on November 1 of each year.

~~As of June 30, 2021, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the three and six months ended June 30, 2021.~~

Identifiable intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the three and six months ended June 30, 2021.

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three and Six Months Ended
June 30,
2021 2020
Warrants 3,339,294 7,756,043
Options 1,123,110 646,715
Unvested restricted common stock 48,819 109,733
Total potentially dilutive shares 4,511,223 8,512,491

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED~~

~~RECENTLY ADOPTED ACCOUNTING STANDARDS~~

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

~~RECENTLY ISSUED ACCOUNTING STANDARDS~~

On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard and its impact on its condensed consolidated financial statements and related disclosure.


	For the Three Months Ended
	March 31,
	2022		2021
Warrants		3,257,989		3,510,129
Options		977,473		644,987
Unvested restricted common stock		-		48,819
Total potentially dilutive shares		4,235,462		4,203,935

3. ~~BUSINESS COMBINATION~~

On May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue Corner”), of all of the outstanding capital stock of Blue Corner. Headquartered in Belgium, with sales representative offices in several other European cities, Blue Corner owns and operates an EV charging network across Europe. The acquisition of Blue Corner was made to enter the European market and provide an opportunity to expand the Company’s footprint in this region. The purchase price for the acquisition of all of Blue Corner’s outstanding capital stock was approximately $~~23.8~~ ~~million (or €~~20 ~~million), consisting of approximately $~~23 ~~million (or €~~19 ~~million) in cash and approximately $0.8~~ ~~million (€0.7~~ ~~million) represented by~~ ~~32,382~~ shares of the Company’s common stock (the “Consideration Shares”). The fair value of Consideration Shares was calculated based on the average price of the Company’s common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled $37.66 (or €30.88) per share, reduced by a discount for illiquidity due to the 12 month lockup that exists on any sales or transfers. The Company also agreed to execute management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of our common stock which is compensatory and not included in the purchase price for this acquisition. The Company entered an escrow agreement pursuant to the Share Purchase Agreement, under which the Company paid approximately $2.1 million (€1.725 million) of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses or damages the Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue Corner, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, ~~Business Combinations~~ (“ASC 805”). The Blue Corner acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~3. BUSINESS COMBINATION – CONTINUED~~

~~The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of Blue Corner:~~

~~SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED~~

Purchase price allocation

Purchase Consideration:
Cash $
22,985,041

Common stock 790,292

Total Purchase Consideration $
23,775,333

Less:

Fixed assets 1,229,291
Trade name 342,744
Customer relationships 1,800,013
Favorable leases 291,697
Internally developed technology 1,232,420
Non-compete agreements 148,279
Other liabilities 135,234
Other assets 241,087
Debt-free net working capital 590,471

Fair Value of Identified Net Assets 6,011,236

Remaining Unidentified Goodwill Value $ 17,764,097

~~Changes in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates.~~

~~The components of debt free net working capital are as follows:~~

Current assets:
Cash $ 244,006
Accounts receivable 2,594,894
Prepaid expenses and other current assets 373,588
Inventory 1,418,784

Total current assets 4,631,272

Less current liabilities:
Accounts payable and accrued expenses 3,569,320
Deferred revenue 471,481

Total current liabilities 4,040,801

Debt free net working capital $ 590,471

Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $~~17,764,097~~ ~~from the acquisition of Blue Corner is not expected to be deductible for income tax purposes.~~

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~3. BUSINESS COMBINATION – CONTINUED~~

~~The condensed consolidated financial statements of the Company include the results of operations from Blue Corner as of May 10, 2021~~ ~~to June 30, 2021 and does not include results of operations for the three and six months ended June 30, 2020.~~ ~~The results of operations of Blue Corner from May 10, 2021 to June 30, 2021 included revenues of $1,915,144~~ ~~and a net loss of $301,030~~.

The following table presents the unaudited, pro forma consolidated results of operations for the three and six months ended June 30, 2021 as if the acquisition of Blue Corner had occurred at the beginning of fiscal year 2020. The pro forma information provided below is compiled from the pre-acquisition financial information of Blue Corner and includes pro forma adjustments for interest expense and adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2020 or (ii) future results of operations:

~~SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS~~

2021 2020 2021 2020

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2021 2020 2021 2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ 7,767,537 $ 2,806,588 $ 11,551,160 $ 4,643,681
Net loss $ (13,803,519 ) $ (3,495,978 ) $ (22,027,649 ) $ (7,183,939 )

The above pro forma information includes pro forma adjustments to remove the effect of interest expense recognized in the results of operations of Blue Corner during the three and six months ended June 30, 2021 of $~~90,008~~ ~~and $286,574, respectively, and three and six months ended June 30, 2020 of $220,202~~.

4. ~~PROPERTY AND EQUIPMENT~~

~~On January 22, 2021, the Company completed its purchase of approximately~~ ~~10,000~~ ~~square feet of office condominium space which became the Company’s corporate headquarters. The purchase price was $~~4 ~~million, of which, $600,000~~ ~~was paid in the Company’s common stock (13,123~~ ~~shares) and $3,400,000~~ ~~in cash.~~

~~See Note 3 - Business Combination for additional details of the acquisition of property and equipment.~~

5. ~~INTANGIBLE ASSETS~~

~~SCHEDULE OF INTANGIBLE ASSETS~~

June 30, 2021 December 31, 2020 Useful Lives
Internal use software $ 184,141 $ 184,141 3 years
Capitalized engineering costs 281,321 - Indefinite
Trade name 342,744 - 1.5 years
Customer relationships 1,800,013 - 5.6 years
Favorable leases 291,697 - 1.6 years
Internally developed technology 1,232,420 - 3 years
Non-compete agreements 148,279 - 2 years
Intangible assets, gross 4,280,615 184,141
Less: accumulated amortization (298,417 ) (138,106 )
Intangible assets, net $ 3,982,198 $ 46,035

~~Amortization expense during the three months ended June 30, 2021 and 2020 was $144,967~~ ~~and $15,345, respectively. Amortization expense during the six months ended June 30, 2021 and 2020 were $160,311~~ ~~was $30,690, respectively.~~

~~See Note 3 - Business Combination for additional details.~~

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses ~~and other current liabilities~~ consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
	(unaudited)				(unaudited)
Accrued host fees	$	125,698	$	119,906	$	130	$	130
Accrued professional, board and other fees		191,403		109,809		323		543
Accrued wages		727,279		403,024		4,022		2,678
Accrued commissions		55,429		46,577		233		144
Warranty payable		7,000		10,000		8		10
Accrued income, property and sales taxes payable		372,713		357,467		198		462
Accrued issuable equity		312,069		184,234		486		454
VAT payable		190,495		-
Accrued purchases						-		117
Internal use software liability						364		383
Other accrued expenses		305,793		97,817		1,142		757
Total accrued expenses and other current liabilities	$	2,287,879	$	1,328,834
Total accrued expenses					$	6,906	$	5,678

1511

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

7. 4.STOCKHOLDERS’ EQUITY

~~PUBLIC OFFERING~~

~~In January 2021, the Company completed an underwritten registered public offering of~~ ~~5,660,000~~ ~~shares of common stock at a public offering price of $41.00~~ ~~per share. The Company received approximately $232.1~~ ~~million in gross proceeds from the public offering, and approximately $221.4~~ million in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. The Company’s Chief Executive Officer and one other officer participated in the offering by selling a total of ~~550,000~~ shares of the Company’s common stock from the exercise of the underwriter’s option to purchase additional shares. The public offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

COMMON STOCK

During the ~~six~~three months ended ~~June 30 2021, the Company issued~~ ~~32,382~~ ~~shares as partial consideration for its acquisition of Blue Corner. See Note 3 – Business Combination for additional details.~~

~~During the six months ended June 30, 2021,~~March 31, 2022, the Company issued an aggregate of ~~37,161~~16,811 shares ~~as compensation~~of common stock pursuant to exercises of warrants to purchase an aggregate of 16,811 shares of common stock for ~~services. The shares had an issuance date fair value~~aggregate net proceeds of $~~996,144~~69.

During the ~~six~~three months ended ~~June 30 2021, the Company issued~~ ~~13,123~~ ~~shares as partial consideration for the purchase of property and equipment. See Note 4 – Property and Equipment for additional details.~~

~~STOCK OPTIONS~~

~~During the six months ended June 30, 2021,~~March 31, 2022, the Company issued an aggregate of ~~38,496~~144,497 shares of ~~the Company’s~~ common stock ~~pursuant~~for services to ~~the cashless exercise of options.~~

~~See Note 10 – Commitments~~employees and ~~Contingencies – CEO Employment Agreement for details associated~~consultants with ~~options granted to the Company’s CEO.~~

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~7. STOCKHOLDERS’ EQUITY – CONTINUED~~

~~STOCK WARRANTS~~

~~During the six months ended June 30, 2021, the Company issued~~ an aggregate of ~~341,886~~ ~~shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price~~issuance date fair value of $~~4.25~~ ~~for aggregate net proceeds of $1,427,647~~331.

~~During the six months ended June 30, 2021, the Company issued~~ ~~66,000~~ shares of the Company’s common stock representing a modification of the initial warrant exercise pursuant to a legal settlement. See Note 10 – Commitments and Contingencies – Litigation and Disputes for details.

STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense related to common stock, ~~and~~ stock options and warrants for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 of $~~3,669,451~~ 1,962and $~~4,083,511~~415~~, respectively, and for the three and six months ended June 30, 2020 of $104,034~~ ~~and $331,395~~, respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of ~~June 30, 2021,~~March 31, 2022, there was $~~16,856,121~~ 5,692of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of ~~0.94~~ ~~years which includes $11,619,831~~1.84 ~~of unrecognized stock-compensation of expense relating to the special four-year performance option for the CEO.~~

~~See Note 10- Commitments and Contingencies for additional details.~~years.

8. 5.RELATED PARTY TRANSACTIONS

See Note 7 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

JOINT VENTURE

The Company and a group of threeCyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. Pursuant to the agreement, the Company is not required to fund operating losses. The Company owns ~~40%~~40% of the Entity while the other three entities own ~~60%~~60% of the Entity. The Entity currently owns ~~100%~~100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market. There are currently no plans for the Company to make any capital contributions or investments. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, the Company recognized sales of $~~314,773~~68 and $~~791,453~~477, ~~respectively, and $174,799~~ ~~and $272,964~~ ~~during the three and six months ended June 30, 2020,~~ respectively, to Hellas. As of ~~June 30,~~March 31, 2022 and December 31, 2021 the Company had a receivable from Hellas of approximately $~~464,000~~0 .and $6, respectively. The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through ~~June 30, 2021,~~March 31, 2022, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

BLUE CORNER

As of March 31, 2022, three senior management employees in the recently acquired entity Blue Corner had an ownership interest in a major supplier of charging equipment for Blue Corner. As of March 31, 2022 and December 31, 2021, the Company owed approximately $43 and $800 to this supplier, respectively. During the three months ended March 31, 2022, the Company purchased approximately $1,512 of inventory from this supplier.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

6.LEASES

OPERATING LEASES

As of ~~June 30, 2021,~~March 31, 2022, the Company had no leases that were classified as a financing lease. As of ~~June 30, 2021,~~March 31, 2022, the Company ~~did not have~~had additional operating leases for vehicles obtained in relation to the operations of Blink Mobility. As of March 31, 2022, the leases had not commenced since the vehicles were not available to the Company until the second quarter of 2022. The duration of the leases are three years and ~~financing leases that have not yet commenced.~~the Company is expected to pay approximately $1,044 throughout the term.

Total operating lease expenses for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 were $~~128,415~~168 and $~~298,093, respectively, and for the three and six months ended June 30, 2020 were $120,640~~ ~~and $234,059~~170, respectively, and are recorded in other operating expenses on the condensed consolidated statements of operations.

~~During the six months ended June 30, 2021, the Company entered into a lease agreement for approximately~~ ~~27,540~~ ~~square feet of space in Arizona.~~ ~~The lease commenced on January 1, 2021 and will terminate on May 31, 2028.The lease also includes a build-out allowance of $137,000. Monthly payments under the lease, net of buildout allowance, is $18,235~~ ~~per month. The lease also includes a security deposit of $22,032~~.

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~9. LEASES – CONTINUED~~

Supplemental cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Six Months Ended
June 30,
2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 273,820 $ 166,963
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$ 1,358,408 $ -
Weighted Average Remaining Lease Term
Operating leases
5.79 0.92
Weighted Average Discount Rate
Operating leases
4.9 % 6.0 %

	For The Three Months Ended
	March 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
	$	66		$	169
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
	$	-		$	1,358
Weighted Average Remaining Lease Term
Operating leases
		4.65			5.96
Weighted Average Discount Rate
Operating leases
		4.7	%		4.9	%

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

6.LEASES – CONTINUED

Future minimum payments under non-cancellable leases as of ~~June 30, 2021~~March 31, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31, Amount

2021 $ 376,314
2022 661,330
2023 291,546
2024 218,818
2025 218,818
Thereafter 528,810
Total future minimum lease payments 2,295,636
Less: imputed interest (235,111 )
Total $ 2,060,525

For the Years Ending December 31,	Amount
2022	$	862
2023		330
2024		236
2025		236
2026		236
Thereafter		336
Total future minimum lease payments		2,236
Less: imputed interest		(227	)
Total	$	2,009

~~BLINK CHARGING CO. AND SUBSIDIARIES~~7.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~10.~~ COMMITMENTS AND CONTINGENCIES

PURCHASE COMMITMENTS

As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~a remaining~~ purchase ~~commitment~~commitments of approximately $~~12,000,000~~35,000 ,of which, approximately $13,000 is with a related party, which will become payable upon the suppliers’ delivery of the charging stations and other related items. The purchase commitments were made primarily for future sales, ~~and~~ deployments of ~~these~~ charging stations, inventory management planning and other related ~~items.~~items, all of which are expected to be received during the next 12-24 months.

LITIGATION AND DISPUTES

On August 24, 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 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. 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 (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, which has now been fully briefed and is ready for review. On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision. The Company ~~believes that the claim has no merit, and~~ wholly and completely disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not recorded an accrual related to this matter as of ~~June 30, 2021~~March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

7.COMMITMENTS AND CONTINGENCIES – CONTINUED

LITIGATION AND DISPUTES – CONTINUED

On September 15, 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 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 enrichment. 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. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush Lawsuit. The Company has not recorded an accrual related to this matter as of ~~June 30, 2021~~March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

On December 22, 2020, JMJ Financial v. Blink Charging Co. was filed in the United States District Court for the Southern District of New York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”). The complaint alleges that JMJ Financial purchased warrants to acquire ~~147,057~~ shares of Blink common stock on or about April 9, 2018, which permitted a cashless exercise, and that on November 23, 2020, JMJ Financial delivered a notice of warrant exercise to Blink and that the Company failed to deliver the shares. ~~The claim alleges breach of contract and conversion; the plaintiff requests damages of at least $4.2~~ million, attorneys’ fees, and specific enforcement requiring delivery of the shares. In January 2021, the Company entered into a settlement agreement with JMJ under which the parties exchanged releases and the litigation was discontinued with prejudice. The Company did not make a cash payment in the settlement, but rather delivered ~~66,000~~ ~~shares of stock, representing a modification of the initial warrant exercise but did not result in the recognition of any incremental expense.~~

~~BLINK CHARGING CO. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~10. COMMITMENTS AND CONTINGENCIES – CONTINUED~~

~~LITIGATION AND DISPUTES – CONTINUED~~

On December 23, 2020, aanother 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 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 February 17, 2021, the parties agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. The parties also agreed to keep in place the temporary stay. The ~~Company believes that~~court subsequently vacated the ~~claim has no merit,~~consolidation order and explained the parties should first file a motion to transfer, which the parties have done. The Company wholly and completely disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not recorded an accrual related to this matter as of ~~June 30, 2021~~March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

On February 12, 2021, aanother shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v. Buffalino et al., Case No. A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”). Blink is named as a nominal defendant. The Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the amounts permitted by Blink’s incentive compensation plan. The complaint asks the court to rescind the excess restricted stock awards, as well as other relief. ~~The~~On September 15, 2021, the parties ~~have~~entered into a term sheet in which they agreed ~~that~~to settle the ~~defendants could have an extension to respond~~claims subject to the court’s approval. On April 18, 2022, the court signed a final judgment approving the settlement and dismissing the lawsuit with prejudice. As a result of the settlement, the Company has agreed to make certain changes to its compensation practices for its directors and officers, including, among other things, eliminating the practice of making cash payments to directors to cover expected income taxes on stock grants and placing a $200 annual limit for two years on the combined stock and cash Awards to outside directors. The defendants do not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company will be responsible for paying the costs to give notice of the settlement to the Company’s shareholders and to pay $190 in attorney’s fees to the plaintiff’s counsel which was accrued for as of March 31, 2022 and December 31, 2021, which was paid in April 2022.

On February 7, 2022, another 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 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 defendant. 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 ~~consequently no response has been filed.~~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. On March 29, 2022, the Nevada court approved the parties’ stipulation to temporarily stay the McCauley Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush Lawsuit. The Company has not recorded an accrual related to this matter as of ~~June 30, 2021~~March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

~~CEO EMPLOYMENT AGREEMENT~~

On May 28, 2021, entered into a new employment agreement (the “Employment Agreement”) with the Company’s Executive Chairman and Chief Executive Officer (the “CEO”). The term of the Employment Agreement is ~~January 1, 2021~~ ~~through~~ ~~December 31, 2023~~ ~~(the “Term”).~~

~~Under the Employment Agreement, the CEO will receive a base salary of $800,000~~ ~~for 2021 and $850,000~~ ~~and $900,000~~ ~~for 2022 and 2023, respectively. The CEO will be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of~~ ~~100%~~ ~~of the base salary, with the CEO eligible to receive up to~~ ~~200%~~ of the base salary based on the achievement of key performance indicators established by the Board of Directors and the CEO (“KPIs”). The CEO will receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $~~1,000,000, with the actual amount determined by the achievement of KPIs during each year of the Term. The CEO also received a special four-year performance option to purchase~~ ~~475,285~~ ~~shares of common stock at an exercise price of $37.40~~ ~~per share, which will vest if the Company’s stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $~~90 ~~per share during the~~ ~~four-year term of the option. The performance option had a grant date fair value of approximately $13.5~~ million, which was estimated using a third-party provider who utilized a Monte Carlo simulation model. The Company will recognize the fair value over the derived service period of the award, which was determined to be ~~0.64~~ ~~years.~~

Additionally, the CEO received one-time awards and payments in satisfaction of its 2020 bonuses, equity awards, and a salary catch-up since the expiration of his prior agreement in June 2020. The Employment Agreement provides that, if the CEO is terminated without cause, resigns for good reason, dies or becomes disabled during the Term, he will receive his base salary for the remainder of the Term and payment of 2.6 times his target performance bonus/equity awards and base salary. In the event of a termination without cause or resignation for good reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.WARRANTY

The Employment Agreement also contains covenants (a) restricting Mr. Farkas from engaging in any activities competitive with the Company’s business during the Term and one year thereafter, (b) prohibiting Mr. Farkas from disclosureCompany estimates an approximate cost of ~~confidential information regarding~~$155 to repair deployed chargers, which the Company ~~at any time and (c) confirming that all intellectual property developed by Mr. Farkas during the term~~owns as of the employment agreement which specifically relates to the EV charging business constitutes the Company’s sole and exclusive property. Mr. Farkas may be entitled to additional bonuses should his developments are commercialized by the Company.March 31, 2022.

2015

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share amounts)

(UNAUDITED)

~~10.~~ 7.COMMITMENTS AND CONTINGENCIES – CONTINUED

~~CEO EMPLOYMENT AGREEMENT – CONTINUED~~CHARGING NETWORK UPGRADES

As electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”). As of March 31, 2022, the Company estimates the Upgrade will cost approximately $1,785 to upgrade certain of the Company’s owned and operated EV charging stations.

8.SUBSEQUENT EVENTS

ACQUISITION

On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company closed and acquired, through its Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by shares and registered in England and Wales (“EB”), from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading, independently owned provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.

The ~~Employment Agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled~~purchase price for the acquisition of all of EB’s outstanding capital stock was up to 18,000 British Pounds (“GBP”) (approximately $23,400), consisting of 10,000 GBP (approximately $13,000) in cash, and 3,000 GBP (approximately $3,900) represented by the CEO and a predecessor to the Company will remain suspended and no payments will be due thereunder for as long as the CEO is a full-time employee of the Company and is paid a monthly salary of at least $~~30,000~~152,803 ~~. Finally, the Company and the CEO agreed to resolve a dispute over the CEO’s transfer of~~ ~~260,000~~shares of the Company’s common stock ~~to a prior institutional investor through a settlement agreement and payment~~(the “Consideration Shares”). The number of $~~1,000,000~~ ~~from~~Consideration Shares was calculated based on the ~~Company to~~volume weighted average price of the ~~CEO. The payment of $1,000,000~~ ~~was recognized as a loss on settlement in the statements of operations~~Company’s common stock during the ~~three~~30 consecutive trading days ending on the closing date of the Sale and ~~six months ended June 30, 2021.~~Purchase Agreement, which equalled $25.17 per share.

~~11.~~The Company also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, to issue up to ~~SUBSEQUENT EVENTS~~5,000 GBP (approximately $6,500) in additional shares of its common stock to EB shareholders (the “Earn-Out”).

Of the Consideration Shares to be issued to the EB shareholders at closing, the sum of 500 GBP (approximately $650) in cash and 25,466 shares of common stock (valued at 500 GBP or approximately $650) are being held in escrow accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses or damages the Company may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement.

LETTER OF INTENT

On April 19, 2022, the Company signed a non-binding letter of intent with a U.S. privately-held company (the “Target”) providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares are not publicly-traded, common stock of the Company. In addition, in the letter of intent, the Company agreed to extend a loan of $1,000 to the Target (the “Loan”), which was subsequently made by the Company pursuant to a 6% Secured Convertible Promissory Note signed by the Target. Under the terms of the Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and accrued interest amount under the Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing. If, however, the Company determines not to proceed with the possible stock purchase of the Target, the Loan will continue to accrue 6% interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined); (ii) the closing of the next investment round by the Target; (iii) an Event of Default (as defined); or (iv) May 1, 2027.

~~Subsequent to June 30, 2021, the Company obtained forgiveness of one of its PPP Loans in the amount of $378,744. As of the date of filing, the Company’s other PPP Loan is still pending forgiveness.~~

2116

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (together with its subsidiaries, “Blink” and the “Company”) as of ~~June 30, 2021~~March 31, 2022 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

At Blink Charging, our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain committed to serving the needs of our ~~customers.~~customers and business partners. The Covid-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results. We will continue to evaluate the impact of the ~~continued~~ongoing presence of Covid-19 and multiple Covid-19 variants on our business as we learn more and the impact of Covid-19 on our industry becomes clearer.

Any one or more of these uncertainties, risks and other influences, ~~as well as our inability to avail ourselves of the loan forgiveness provisions of the PPP Loan,~~ could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or ~~otherwise~~otherwise.

Currencies are reported in thousands.

Overview

We are a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for ~~EV’s.~~EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging network (the “Blink Network”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”) and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Network provides property owners, managers, parking companies, and state and municipal entities (“Property Partners”), among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability, and ~~fees.~~fees (if applicable).

In order to capture more of revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV infrastructure ~~market.~~market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, maintenance, and the percentage of revenue ~~shared (as applicable).~~shared.

	●	In our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation. We own and operate the EV charging station and provide connectivity of the charging station to the Blink Network. In this model, which favors recurring revenues, Blink incurs most costs associated with the EV charging stations; thus, Blink retains substantially all EV charging revenues after deducting network connectivity and processing fees.

	●	In our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment while the Property Partner incurs the costs of installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink Network. In this model, the Property Partner incurs the installation costs associated with the EV station; thus, Blink shares a more generous portion of the EV charging revenues with the Property Partner generated from the EV charging station after deducting network connectivity and processing fee.

2217

	●	In our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs the installation costs. Blink works with the Property Partner, providing site recommendations, connectivity to the Blink Network, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting network connectivity and processing fees.

	●	In our Blink-as-a-Service model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation cost. The Property Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity and processing fees.

As part of Blink’s mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally, we are dedicated to slowing climate change by reducing greenhouse gas emissions caused by road vehicles. With the goal of leading the build out of EV charging infrastructure and of maximizing Blink’s share of the EV charging market, we have established strategic commercial, municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations.

As of ~~June 30, 2021, since its inception excluding Blue Corner,~~March 31, 2022, we sold or deployed ~~or acquired through acquisitions 18,246~~20,569 chargers , of which ~~7,360~~7,727 were on the Blink Network ~~(4,517~~(5,067 Level 2 publicly accessible commercial chargers, ~~1,555~~1,613 Level 2 private commercial chargers, ~~105~~83 DC Fast Charging EV publicly accessible chargers, 2528 DC Fast Charging EV private chargers, and ~~1,158~~936 residential Level 2 Blink EV chargers), and the ~~remainder~~remaining 12,842 were non-networked, on other networks or international sales or deployments ~~(173~~(159 Level 2 commercial chargers, 6 DC Fast Charging chargers, ~~9,823~~10,134 residential Level 2 Blink EV chargers, ~~819~~1,677 sold to other US Networks, 802 sold internationally and 5564 deployed internationally). ~~The charger units herein are net of swap-out or replacement units.~~

In addition, as of ~~August 4, 2021,~~March 31, 2022, since its inception, our recently acquired subsidiary, Blue Corner, sold or deployed ~~8,714~~15,768 independent charge points, all of which ~~all~~ were on Blue Corner’s network, which was comprised of ~~3,816~~7,477 Level 2 publicly accessible commercial independent charge points, 2523 DC Fast Charging publicly assessable commercial independent charge points and ~~4,873~~6,816 private L2, private DC Fast Charging and private residential independent charge points. The charger units reported herein are net of swap-out or replacement units.

As reflected in our unaudited condensed consolidated financial statements as of ~~June 30, 2021,~~March 31, 2022, we had a cash balance of ~~$142,052,894,~~$161,984, working capital of ~~$197,779,241~~$161,417, and an accumulated deficit of ~~$208,174,528.~~$257,613. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, we incurred net losses of ~~$13,458,605~~$15,143 and ~~$20,823,080,~~$7,365, respectively. We have not yet achieved profitability.

Recent Developments

2022 Acquisition

~~May 2021 Acquisition of Blue Corner~~

On ~~May 10, 2021,~~April 22, 2022, pursuant to a ~~Share~~Sale and Purchase Agreement, dated April ~~21, 2021, the Company closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue Corner”)~~22, 2022, we acquired through our Dutch subsidiary, Blink Holdings B.V., of all of the outstanding capital stock of Electric Blue ~~Corner.~~Limited, a private company limited by shares and registered in England and Wales (“EB”), from its shareholders. Headquartered in ~~Belgium,~~St. Albans, United Kingdom, EB is a leading, independently owned provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with ~~sales representative offices in several other European cities, Blue Corner owns~~local authorities and ~~operates an EV charging network across Europe. The acquisition~~businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of ~~Blue Corner was made to enter the European market~~new petrol and ~~provide an opportunity to expand the Company’s footprint in this region.~~ diesel cars and vans.

The purchase price for the acquisition of all of ~~Blue Corner’s~~EB’s outstanding capital stock was ~~approximately $23.8 million (or~~ €~~20 million ),~~up to 18,000 British Pounds (“GBP”) (approximately $23,400), consisting of ~~approximately $23 million (or~~ €~~19 million)~~10,000 GBP (approximately $13,000) in cash, and ~~approximately $0.8 million (~~€~~0.7 million)~~3,000 GBP (approximately $3,900) represented by ~~32,382~~152,803 shares of ~~the Company’s~~our common stock (the “Consideration Shares”). The ~~fair value~~number of Consideration Shares was calculated based on the volume weighted average price of ~~the Company’s~~our common stock during the 30 consecutive trading days ~~immediately preceding~~ending on the closing date of the ~~Share~~Sale and Purchase Agreement, which ~~equaled $37.66 (or~~ €~~30.88)~~equalled $25.17 per ~~share, reduced by a discount for illiquidity due to the 12 month lockup that exists on any sales or transfers. The Company~~share.

We also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, to ~~execute management agreements with key Blue Corner personnel, including equity incentive packages consisting of~~issue up to 5,000 GBP (approximately $6,500) in additional shares of our common stock ~~which is compensatory and not included in the purchase price for this acquisition. The Company entered an escrow agreement pursuant~~ to ~~the Share Purchase Agreement, under which the Company paid approximately $2.1 million (~~€1.725 million) of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses or damages the Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

EB shareholders (the “Earn-Out”)

~~January 2021 Underwritten Public Offering~~New Product and Service Offerings

In January ~~2021,~~2022, we ~~completed~~announced the next generation of Level 2 chargers to enhance our offering for the residential and the Fleet multifamily residential markets. The HQ 200 Basic is a non-networked residential product and the HQ 200 Smart is a networked residential product. The MQ 200 product is an ~~underwritten registered public offering~~ideal product for the Fleet and multifamily residential markets. Furthermore, in January 2022, Blink announced the Fleet Management Portal targeted at commercial, municipal and federal fleets that are interested in electrifying their fleets for planning, managing, optimizing their fleets for departure and energy costs.

Letter of 5,660,000 shares of our common stock at a public offering price of $41.00 per share. We received approximately $232.1 million in gross proceeds from the public offering, and approximately $221.4 million in net proceeds after deducting the underwriting discount and offering expenses paid by us. We anticipate using the net proceeds to supplement our operating cash flows to fund EV charging station deployment and to finance the costs of acquiring or investing in competitive and complementary businesses, products and technologies as a part of our growth strategy. We also plan to use any remaining proceeds we receive for working capital and other corporate purposes. Our Chief Executive Officer and one other officer participated in the offering by selling a total of 550,000 shares of our common stock from the exercise of the underwriter’s option to purchase additional shares. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021. Barclays Capital Inc. served as the lead book-running manager of the offering.Intent

Note on Covid-19

The Covid-19 pandemic has impacted global stock markets and economies. We closely monitor the impact of the continuing presence of Covid-19 and ~~multiple~~recently identified variants of Covid-19 which appear to be more transmissible and contagious than previous Covid-19 variants and have caused an increase in the number of Covid-19 cases globally. We have taken and continue to take precautions to ensure the safety of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers. 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 and local economies begin to return to pre-pandemic levels, ~~and with a vaccine underway the Company expects~~we expect demand for charging station usage to increase, however, ~~the Company is~~we are unable to predict the extent of such recovery due to the ~~recent increase in infection rates~~uncertainty of Covid-19. As a result, we are unable to predict the ultimate impact of equipment order delays, chip shortage and continuous presence of Covid-19 will have on our business, future results of operations, financial position, or cash flows. The extent to which our operations may be impacted by the Covid-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. We intend to continue to monitor the impact of the Covid-19 pandemic on our business closely. For a further discussion of the risks, uncertainties and actions taken in response to the COVID-19 pandemic, refer to Item 1A “Risk Factors”.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors, including those discussed below:

Competition - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.

Growth - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.

Regulations - Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affect our business, financial condition and results of operations.

Expansion through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results of operations would be negatively impacted.

Consolidated Results of Operations

	For the Three Months Ended
	March 31,
	2022			2021			Difference $			Difference%

Revenues:
Product sales	$	8,052		$	1,671		$	6,381			382	%
Charging service revenue - company-owned charging stations		1,107			182			925			508	%
Network fees		161			110			51			46	%
Warranty		67			13			54			415	%
Grant and rebate		75			150			(75	)		-50	%
Ride-sharing services		239			46			193			420	%
Other		99			60			39			65	%

Total Revenues		9,800			2,232			7,568			339	%

Cost of Revenues:
Cost of product sales		6,044			1,118			4,926			441	%
Cost of charging services - company-owned charging stations		523			50			473			946	%
Host provider fees		551			126			425			337	%
Network costs		234			79			155			196	%
Warranty and repairs and maintenance		111			262			(151	)		-58	%
Ride-sharing services		426			246			180			73	%
Depreciation and amortization		325			255			70			27	%

Total Cost of Revenues		8,214			2,136			6,078			285	%

Gross Profit		1,586			96			1,490			1552	%

Operating Expenses:
Compensation		9,259			4,748			4,511			95	%
General and administrative expenses		4,427			1,585			2,842			179	%
Other operating expenses		2,942			1,149			1,793			156	%

Total Operating Expenses		16,628			7,482			9,146			122	%

Loss From Operations		(15,042	)		(7,386	)		(7,656	)		104	%

Other Income (Expense):
Interest income		-			14			(14	)		-100	%
Foreign transaction gain		3			-			3			N/A
Change in fair value of derivative and other accrued liabilities		-			7			(7	)		-100	%
Other expense, net		(104	)		-			(104	)		100	%

Total Other (Expense) Income		(101	)		21			(122	)		-581	%

Net Loss	$	(15,143	)	$	(7,365	)	$	(7,778	)		106	%

~~Three Months Ended June 30, 2021 Compared With Three Months Ended June 30, 2020~~

Revenues

Total revenue for the three months ended ~~June 30, 2021~~March 31, 2022 increased by ~~$2,782,542,~~$7,568, or ~~177%~~339%, to ~~$4,355,152~~$9,800 compared to ~~$1,572,610~~$2,232 during the three months ended ~~June 30, 2020.~~March 31, 2021.

Charging service revenue from Company-owned charging stations was ~~$586,173~~$1,107 for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$87,250~~$182 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$498,923,~~$925, or ~~572%~~508%. The increase is ~~primarily~~ due to the increase in ~~driving~~utilization of chargers, an increased number of chargers on the Blink network as ~~a result of the reopening of the economy which had been constrained from Covid-19 pandemic. Also contributing to the increase were~~well as charging service revenues of ~~$203,745~~$715 from Blue Corner which we acquired in May 2021.

Revenue from product sales was ~~$3,267,143~~$8,052 for the three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$1,274,354~~$1,671 during the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$1,992,789,~~$6,381, or ~~156%~~382%. This increase was attributable to increased sales of ~~Generation 2~~commercial chargers, DC fast chargers and residential chargers when compared to the same period in ~~2020~~2021 as well as product sales of ~~$1,605,621~~$2,423 from Blue Corner which we acquired in May 2021.

Network fee revenues were ~~$105,964~~$161 for the three months ended ~~June 30,~~March 31, 2021 compared to ~~$71,271~~$110 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$34,693,~~$51, or ~~49%~~46%. The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners during the three months ended ~~June 30, 2021~~March 31, 2022 compared to the ~~three~~ months ended ~~June 30, 2020.~~March 31, 2021.

Warranty revenues were ~~$18,587~~$67 for the three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$8,419~~$13 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$10,168,~~$54, or ~~121%~~415%. The increase was primarily attributable to an increase in warranty contracts sold for the three months ended ~~June 30, 2021~~March 31, 2022 compared to the three months ended ~~June 30,~~March 31, 2021.As of March 31, 2022, we recorded a liability of $8 which represents the estimated cost of existing backlog of known warranty cases.

Grant and rebate revenues were ~~$74,067~~$75 during the three months ended ~~June 30, 2020,~~March 31, 2022, compared to ~~$3,912~~$150 during the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$70,155,~~$75, or ~~1,793%~~50%. ~~Grant~~The 2022 revenue was primarily related to the amortization of previous years’ grants and grants/rebates ~~relating to equipment and the related installation are deferred and amortized~~of $75 from Blue Corner which we acquired in ~~a manner consistent with the depreciation expense of the related assets over their useful lives.~~May 2021. The 2021 revenue was primarily related to ~~the~~ recognition of ~~$27,000~~$150 in various state grants associated with the installation of chargers during the three months ended ~~June 30, 2021, the amortization of previous years’ grants and grants/rebates from Blue Corner which we acquired in May~~March 31, 2021.

Ride-sharing services revenues were ~~$189,219~~$239 during the three months ended ~~June 30,~~March 31, 2022 compared to $46 during the three months ended March 31, 2021, an increase of $193 or 420%. These revenues are derived from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September ~~2020 (subsequent to June 30, 2020).~~2020.

Other revenue ~~decreased~~increased by ~~$13,405~~$39 to ~~$113,999~~$99 for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$127,404~~$60 for the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~decrease~~increase was primarily attributable to ~~lower~~higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended ~~June 30, 2021~~March 31, 2022 compared to the same period in ~~2020.~~2021. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.

Cost of Revenues

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by ~~Telco~~telco and other ~~network providers,~~networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the three months ended ~~June 30, 2021~~March 31, 2022 were ~~$3,711,064~~$8,214 as compared to ~~$1,158,730~~$2,136 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$2,552,334,~~$6,078 or ~~220%~~285%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

	●	electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
	●	revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;
	●	cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;
	●	network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;
	●	provisions for excess and obsolete inventory; and
	●	warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of charging services-company-owned charging stations (electricity reimbursements) increased by ~~$24,521~~$473, or 946%, to ~~$60,395~~$523 for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$35,874~~$50 for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase in 2022 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees increased by ~~$112,200,~~$425, or ~~399%~~337%, to ~~$140,286~~$551 during the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$28,086~~$126 during the three months ended ~~June 30, 2020.~~March 31, 2021. This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts ~~per~~pursuant to their agreements, as well as a ~~increase~~reduction in ~~the usage of charging stations as a result of the reopening of the economy from the COVID-19 pandemic.~~utilization due to COVID-19.

Cost of product sales increased by ~~$1,442,144,~~$4,926, or ~~156%~~441%, from ~~$922,808~~$1,118 for the three months ended ~~June 30, 2020~~March 31, 2021 as compared to ~~$2,364,952~~$6,044 for the three months ended ~~June 30,~~March 31, 2022. The increase is primarily due to the increase in product sales during the three months ended March 31, 2022 compared to the same period in 2021. The increase was primarily due to the increase in product sales of ~~Generation 2,~~commercial chargers, DC fast chargers and home residential chargers during the three months ended ~~June 30, 2021~~March 31, 2022 compared to the same period in ~~2020~~2021 as well as cost of product sales of $2,263 from Blue Corner which we acquired in May 2021. Furthermore, ~~the~~ three months ended ~~June 30, 2021~~March 31, 2022 included ~~a reduction~~an increase in the provision for excess and obsolete inventory of ~~$109,351~~$129 relating primarily to the increased sales of residential home charger units. The three months ended ~~June 30, 2020~~March 31, 2021 included ~~an increase~~a decrease in the provision for excess and obsolete inventory of ~~$18,524.~~$82.

Network costs ~~decreased~~increased by ~~$53,542,~~$155 or ~~36%~~196%, to ~~$93,748~~$234 during the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$147,290~~$79 during the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~decrease~~increase was ~~primarily~~ a result of ~~non-capitalizable~~the increase in charging stations on our network and costs incurred ~~during the 2020 period~~ related to ~~upgrades~~the upgrading of our network ~~systems.~~system as compared to the same period in 2021.

Warranty and repairs and maintenance costs ~~increased~~decreased by ~~$178,384,~~$151, or ~~1006%~~58%, to ~~$196,118~~$111 during the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$17,734~~$262 during the three months ended ~~June 30, 2020.~~ March 31, 2021. The increase in ~~2021~~2022 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases. As of ~~June 30, 2021,~~March 31, 2022, we recorded a liability of ~~$7,000~~$8 which represents the estimated cost of existing backlog of known warranty cases.

Cost of ride-sharing services was ~~$423,960~~$426 during the three months ended ~~June 30,~~March 31, 2022 compared to $246 during the 2021 ~~derived~~period, the increase was due to increase in operating expenses as a result of an increase in vehicles used in this operation. These costs are from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September ~~2020 (subsequent to June 30, 2020).~~

2020.

Depreciation and amortization expense increased by ~~$424,667~~$70, or 27%, to ~~$431,605~~$325 for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$6,938~~$255 for the three months ended ~~June 30, 2020.~~ March 31, 2021. The increase in depreciation expense was attributable to an increase in the number of EV charging stations including those from the Blue Corner acquisition which we acquired in May ~~2021 and vehicles purchased in December 2020 for the recently acquired BlueLA operations.~~2021.

Operating Expenses

Compensation expense increased by ~~$6,864,585,~~$4,511, or ~~298%~~95%, to ~~$9,170,320~~$9,259 (consisting of approximately ~~$5.6~~$7.3 million of cash compensation and benefits and approximately ~~$3.6~~$2.0 million of non-cash compensation) for the three months ended ~~June 30, 2021.~~March 31, 2022. Compensation expense was ~~$2,305,735~~$4,748 (consisting of approximately ~~$2.2~~$4.3 million of cash compensation and benefits and approximately ~~$0.1~~$0.4 million of non-cash ~~compensation~~compensation) for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase in compensation expense for the three months ended ~~June 30, 2021~~March 31, 2022 compared to the same period in ~~2020~~2021 was primarily related to increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international growth of the Company. In addition, compensation expense during the three months ended ~~June 30, 2021~~March 31, 2022, compared the same period in ~~2020~~2021 increased due to additional personnel in conjunction with the ~~acquisitions of BlueLA and U-Go made during 2020 which was subsequent to June 30, 2020 and the~~ acquisition of Blue Corner ~~which occurred~~ in May 2021. Also contributing to the increase in compensation expense for the three months ended June 30, 2021 is the new employment agreement with our CEO which included increases in cash and equity compensation as well as one-time awards and payments in satisfaction of his 2020 bonuses of $1,280,000, restricted stock grant of 19,504 shares of common stock, granted of 23,862 in stock options, and a salary catch-up since the expiration of his prior agreement in June 2020 of $294,575. Included in non-cash share-based compensation for the three months ended June 30, 2021 was $1,911,538 related to the special four-year performance stock option for the CEO of the Company.

General and administrative expenses increased by ~~$1,861,823,~~$2,842 or ~~278%~~179%, to ~~$2,532,458~~$4,427 for the three months ended ~~June 30, 2021. General and administrative expenses were $670,635~~March 31, 2022 as compared to $1,585 for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase was primarily attributable to increases in accounting, ~~legal,~~ investor relations, marketing, consulting and other professional service expenditures of ~~$800,108.~~$2,182. Furthermore, general and administrative expenses increased due to increases in amortization expense ~~and acquisition related expenses~~ of ~~$151,199 and $315,722, respectively,~~$312 related to the Blue Corner acquisition. Also contributing to the increase in general and administrative expenses were operating expenditures related to the ~~2020~~2021 acquisitions ~~of BlueLA and U-Go which were acquired subsequent to June 30, 2020, and the acquisition~~ of Blue Corner which occurred in May 2021.

Other operating expenses increased by ~~$827,157,~~$1,793, or ~~180%~~156%, to ~~$1,286,575~~$2,942 for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$459,418~~$1,149 for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase was primarily attributable to increases in insurance, software licensing, hardware and software development costs ~~rent,~~ and property/use tax expenditures of ~~$511,454.~~$1,092. Furthermore, increases in travel and vehicle expenses of $240, contributed to the increase in other operating expenses for the three months ended March 31, 2022 compared to the same period in 2021. Also contributing to the increase in other operating expenses were operating expenditures related to the ~~2020~~2021 acquisitions ~~of BlueLA and U-Go which were acquired subsequent to June 30, 2020, and the acquisition~~ of Blue Corner which occurred in May 2021. During the three months ended March 31, 2022, we incurred expenses of $341 related to the network upgrade to certain of the Company’s EV charging stations.

Other (Expense) Income ~~(Expense)~~

Other (expense) income decreased by $122, or 581%, to $(101) for the three months ended March 31, 2022 as compared to $21 for the three months ended March 31, 2021.

Other expenses increased by $1,105,756 from $7,584 for the quarter ended June 30, 2020 to $1,113,340 for the quarter ended June 30, 2021. The increase was primarily related settlement and payment of $1,000,000 by the Company to our CEO regarding the transfer of 260,000 shares of the Company’s common stock to a prior institutional investor.

Net Loss

Our net loss for the three months ended ~~June 30, 2021~~March 31, 2022 increased by ~~$10,429,113,~~$7,778 or ~~344%~~106%, to ~~$13,458,605~~$15,143 as compared to ~~$3,029,492~~$7,365 for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase was primarily attributable to an increase in compensation expense and general and administrative expenses.

~~Six Months Ended June 30, 2021 Compared With Six Months Ended June 30, 2020~~

~~Revenues~~

~~Total revenue for the six months ended June 30, 2021 increased by $3,715,740, or 129%, to $6,587,214 compared to $2,871,474 during the six months ended June 30, 2020.~~

Charging service revenue from Company-owned charging stations was $767,771 for the six months ended June 30, 2021 as compared to $406,874 for the six months ended June 30, 2020, an increase of $360,897, or 89%. The increase is primarily due to the increase in driving as a result of the reopening of the economy which had been constrained from Covid-19 pandemic. Also contributing to the increase were charging service revenues of $203,745 from Blue Corner which we acquired in May 2021.

Revenue from product sales was $4,937,737 for the six months ended June 30, 2021 compared to $2,051,777 during the six months ended June 30, 2020, an increase of $2,885,960, or 141%. This increase was attributable to increased sales of Generation 2 chargers, DC fast chargers and residential chargers when compared to the same period in 2020 as well as product sales of $1,605,621 from Blue Corner which we acquired in May 2021.

Network fee revenues were $215,820 for the six months ended June 30, 2021 compared to $126,830 for the six months ended June 30, 2020, an increase of $88,990, or 70%. The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners during the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Warranty revenues were $31,804 for the six months ended June 30, 2021 compared to $16,479 for the six months ended June 30, 2020, an increase of $15,325, or 93%. The increase was primarily attributable to an increase in warranty contracts sold for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Grant and rebate revenues were $224,302 during the six months ended June 30, 2020, compared to $8,491 during the six months ended June 30, 2020, an increase of $215,811, or 2,542%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation expense of the related assets over their useful lives. The 2021 revenue was primarily related recognition of $167,000 in various state grants associated with the installation of chargers during the six months ended June 30, 2021, the amortization of previous years’ grants and grants/rebates from Blue Corner which we acquired in May 2021.

Ride-sharing services revenues were $234,731 during the six months ended June 30, 2021 derived from ride-sharing subscription services program with the City of Los Angeles which was associated with the acquisition of BlueLA in September 2020 (subsequent to June 30, 2021).

Other revenue decreased by $85,974 to $175,049 for the three months ended June 30, 2021 as compared to $261,023 for the three months ended June 30, 2020. The decrease was primarily attributable to lower Low Carbon Fuel Standard (LCFS) credits generated during the six months ended June 30, 2021 compared to the same period in 2020. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.

~~Cost of Revenues~~

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by Telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the six months ended June 30, 2021 were $5,846,747 as compared to $2,148,872 for the six months ended June 30, 2020, an increase of $3,697,875, or 172%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

	●	~~electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;~~
	●	~~revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;~~
	●	~~cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;~~
	●	~~network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;~~
	●	~~provisions for excess and obsolete inventory; and~~
	●	~~warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.~~

Cost of charging services-company-owned charging stations (electricity reimbursements) increased by $44,679 to $110,167 for the six months ended June 30, 2021 as compared to $65,488 for the six months ended June 30, 2020. The increase in 2021 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees increased by $153,192, or 135%, to $266,707 during the six months ended June 30, 2021 as compared to $113,515 during the six months ended June 30, 2020. This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts per their agreements.

Cost of product sales increased by $2,090,991, or 150%, from $1,391,876 for the six months ended June 30, 2020 as compared to $3,482,867 for the six months ended June 30, 2021. The increase was primarily due to the increase in product sales of Generation 2, DC fast chargers and home residential chargers during the six months ended June 30, 2021 compared to the same period in 2020 as well as product sales from Blue Corner which we acquired in May 2021. Furthermore, the six months ended June 30, 2021 included a reduction in the provision for excess and obsolete inventory of $191,212 relating to the increased sales of residential home charger units. The six months ended June 30, 2020 included an increase in the provision for excess and obsolete inventory of $7,646.

Network costs decreased by $184,481, or 52%, to $173,141 during the six months ended June 30, 2021 as compared to $357,622 during the six months ended June 30, 2020. The decrease was primarily a result of non-capitalizable costs incurred during the 2020 period related to upgrades of our network systems.

Warranty and repairs and maintenance costs increased by $324,626, or 245%, to $457,269 during the six months ended June 30, 2021 from $132,643 during the six months ended June 30, 2020. The increase was attributable to significant efforts expended in previous periods to reduce the backlog in warranty cases. As of June 30, 2021, we recorded a liability of $7,000 which represents the estimated cost of existing backlog of known warranty cases

Cost of ride-sharing services was $670,077 during the six months ended June 30, 2021 derived from ride-sharing subscription services program with the City of Los Angeles which was associated with the acquisition of BlueLA in September 2020 (subsequent to June 30, 2020).

Depreciation and amortization expense increased by $598,791, or 683%, to $686,519 for the three months ended June 30, 2021 as compared to $87,728 for the six months ended June 30, 2020. The increase in depreciation expense was attributable to an increase in the number of EV charging stations including those from the Blue Corner acquisition which we acquired in May 2021 and vehicles purchased in December 2020 for the recently acquired BlueLA operations.

~~Operating Expenses~~

Compensation expense increased by $9,498,266, or 215%, to $13,918,471 (consisting of approximately $9.9 million of cash compensation and benefits and approximately $4.0 million of non-cash compensation) for the six months ended June 30, 2021. Compensation expense was $4,420,205 (consisting of approximately $4.1 million of cash compensation and approximately $0.3 million of non-cash compensation) for the six months ended June 30, 2020. The increase in compensation expense for the six months ended June 30, 2021 compared to the same period in 2020 was primarily related to increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated growth of the Company. In addition, compensation expense during the six months ended June 30, 2021 compared the same period in 2020 increased due to additional personnel in conjunction with the acquisitions of BlueLA and U-Go made during 2020 which were subsequent to June 30, 2020 and the acquisition of Blue Corner which occurred in May 2021. Also contributing to the increase in compensation expense for the six months ended June 30, 2021 is the new employment agreement with our CEO which included increases in cash and equity compensation as well as one-time awards and payments in satisfaction of his 2020 bonuses of $1,280,000, restricted stock grant of 19,504 shares of common stock, granted of 23,862 in stock options, and a salary catch-up since the expiration of his prior agreement in June 2020 of $294,575. Included in non-cash share-based compensation for the six months ended June 30, 2021 was $1,911,538 related to the special four-year performance stock option for the CEO of the Company.

General and administrative expenses increased by $2,800,909, or 213%, to $4,117,445 for the six months ended June 30, 2021. General and administrative expenses were $1,316,536 for the six months ended June 30, 2020. The increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional service expenditures of $1,333,453. Furthermore, general and administrative expenses increased due to increases in amortization expense and acquisition related expenses of $162,249 and $319,801, respectively, related to the Blue Corner acquisition. Also contributing to the increase in general and administrative expenses were operating expenditures related to the 2020 acquisitions of BlueLA and U-Go which were acquired subsequent to June 30, 2020, and the acquisition of Blue Corner which occurred in May 2021.

Other operating expenses increased by $1,409,663, or 137%, to $2,436,281 for the six months ended June 30, 2021 from $1,026,618 for the six months ended June 30, 2020. The increase was primarily attributable to increases in insurance, software licensing, hardware and software development costs, rent, and property/use tax expenditures of $1,083,777. Also contributing to the increase in other operating expenses were operating expenditures related to the 2020 acquisitions of BlueLA and U-Go which were acquired subsequent to June 30, 2020, and the acquisition of Blue Corner which occurred in May 2021.

~~Other Income (Expense)~~

Other expenses increased by $1,141,494 from other income of $50,144 for the six months ended June 30, 2020 to $1,091,350 for the quarter ended June 30, 2021. The increase was primarily related settlement and payment of $1,000,000 by the Company to our CEO regarding the transfer of 260,000 shares of the Company’s common stock to a prior institutional investor.

~~Net~~Total Comprehensive Loss

Our ~~net~~total comprehensive loss for the ~~six~~three months ended ~~June 30, 2021 increased by $26,813,693, or 448%, to $20,823,080 as compared to $5,990,613~~March 31, 2022 was $15,749 whereas our total comprehensive loss for the ~~six~~three months ended ~~June 30, 2020. The increase~~March 31, 2021 was ~~primarily attributable to an increase in compensation expense and general and administrative expenses.~~$7,421.

Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

June 30, 2021 December 31, 2020
(unaudited)

Cash $ 142,052,894 $ 22,341,433

Working Capital $ 197,779,241 $ 19,579,775

Notes Payable (Gross) 874,033 $ 870,696

	March 31, 2022		December 31, 2021
	(unaudited)

Cash and cash equivalents	$	161,984	$	174,795

Working capital	$	161,417	$	176,303

Notes payable (gross)	$	10	$	10

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we financed our activities from proceeds derived from debt and equity financings occurring in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees.

For the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we used cash of ~~$20,094,235~~$11,383 and ~~$6,675,582,~~$8,500, respectively, in operations. Our cash use for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was primarily attributable to our net loss of ~~$20,823,080,~~$15,143, adjusted for net non-cash expenses in the aggregate amount of ~~$6,226,387~~$3,572, partially offset by $188 of net cash provided by changes in the levels of operating assets and ~~$6,348,542~~liabilities. Our cash used for the three months ended March 31, 2021 was primarily attributable to our net loss of $7,365, adjusted for net non-cash expenses in the aggregate amount of $1,055, and $2,190 of net cash used in changes in the levels of operating assets and liabilities. Our cash use for the six months ended June 30, 2020 was primarily attributable to our net loss of $5,990,613, adjusted for net non-cash expenses in the aggregate amount of $494,295, and $1,179,264 of net cash used in changes in the levels of operating assets and liabilities.

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, net cash used in investing activities was ~~$81,458,166, of~~$1,368 which $58,012,701 was used in connection with the purchase of marketable securities, $4,553,184 was provided by the sale of marketable securities, $22,985,041 was used as cash consideration for the acquisition of Blue Corner, $242,868 was provided by the net cash acquired from Blue Corner and $5,019,549 was used to purchase charging stations and other fixed assets. ~~$237,127 was related to the payment of engineering costs that were capitalized.~~ During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, net cash ~~provided by~~used in investing activities was ~~$2,309,655,~~$40,583, of which, ~~$2,755,134~~$36,562 was provided in connection with the ~~sale~~purchase of marketable securities and ~~$445,479~~$4,021 was used to purchase charging stations and other fixed assets.

During the ~~six~~three months ended ~~June 30,~~March. 31, 2022, cash used in financing activities was $77, of which, $69 was provided by the exercise of warrants, offset by $146 used to pay down our liability in connection with internal use software. During the three months ended March. 31, 2021, cash provided in financing activities was ~~$222,721,424,~~$222,386, of which, ~~$221,333,095~~$221,406 was provided by the sale of common stock in a public offering, ~~and $1,427,647~~$1,000 was provided ~~upon~~by the exercise of warrants, ~~this~~which was partially offset by ~~$39,318~~$20 used to pay down our liability in connection with internal use software.During the six months ended June 30, 2020, net cash provided financing activities was $4,018,813, of which $855,666 was attributable to proceeds from our PPP loan, $3,195,968 was attributable to the net proceeds from the sale of common stock under the ATM, partially offset by $32,821 used to pay down our liability in connection with internal use software.

As of ~~June 30, 2021,~~March 31, 2022, we had cash, working capital and an accumulated deficit of ~~$142,052,894, $197,779,241~~$161,984, $161,417 and ~~$208,174,528,~~$257,613, respectively. During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we had a net loss of ~~$13,458,605 and $20,823,080, respectively.~~

In January 2021, we completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public offering price of $41.00 per share. We received approximately $232.1 million in gross proceeds from the public offering, and approximately $221.4 million in net proceeds after deducting the underwriting discount and offering expenses paid by us. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

We are using the net proceeds from the public offering to supplement our operating cash flows to fund EV charging station deployment and finance the costs of acquiring competitive and complementary businesses, products and technologies as a part of our growth strategy, and for working capital and general corporate purposes.$15,143.

We have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the future. We expect that our cash on hand will fund our operations for at least 12 months after from the issuance date of the financial statements included in this ~~Quarterly Report.~~quarterly report.

Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our development initiatives or attain profitable operations.

Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

As EV charging requirements and technologies change, driven by federal, state or local regulatory authorities or by EV manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity technology, we may need to upgrade or adapt our charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”). The Upgrade is expected to cost approximately $1,785 to upgrade certain of our owned and operated EV charging stations.

Contractual Obligations and Commitments

We entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers, parts manufacturers, vendors for research and development services and outsourced services. As of March 31, 2022, we had purchase commitment of approximately $35,000 of which approximately $13,000 is with a related party, which will become payable upon the suppliers’ delivery of the charging stations, services and other related items. The purchase commitments were made primarily for future sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be received during the next 12-24 months.

Furthermore, the Company has operating lease obligations over the next five years of approximately $2,009. These operating lease obligations are primarily related to corporate office space, warehousing, and parking spaces related to our ride-sharing services.

Critical Accounting ~~Policies and~~ Estimates

The preparation of financial statements and related disclosures ~~must be~~ in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

The following is not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our financial statements included elsewhere in this quarterly report. For a comprehensive list of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2021.

Revenue Recognition

We recognize revenue primarily from five different types of contracts:

●		Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
●		Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer.
●		Network fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually.
●		Ride-sharing services – Primarily related to a ride-sharing services agreement with the City of Los Angeles, which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription.
●		Other – Primarily related to charging service revenue from non-company-owned charging stations. Revenue is recognized from non-company-owned charging stations at the point when a particular charging session is completed in accordance with a contractual relationship between the Company and the owner of the station. Other revenues also ~~comprise~~comprises of revenues generated from alternative fuel credits.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

Grants, rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station.

Stock-Based Compensation

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. We account for forfeitures as they occur.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of its long-lived assets by monitoring current selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public car charging stations throughout its network in determining fair value. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

Income Taxes

We account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Operating Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Goodwill

Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting ~~unit's~~unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on November 1 of each year.

Recently Issued Accounting Standards

For a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

~~Off-Balance Sheet Arrangements~~

~~We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).~~

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information required by this Item because we are a smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~June 30, 2021,~~March 31, 2022, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of ~~June 30, 2021,~~March 31, 2022, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, under the heading “Management’s Report on Internal Control Over Financial Reporting” and that continued to exist as of ~~June 30, 2021.~~March 31, 2022.

However, as part of its ongoing remediation initiative and with the help of an outside firm, management ~~continued~~is continuing to ~~commit substantial resources to documenting~~review the design and ~~evaluating our internal~~evaluate its management and analytical review controls ~~during~~associated with the ~~quarter:~~

●

Management is continuing to review the design and evaluate its internal controls over logical and administrative access to certain IT systems, resources, and facilities or to administer IT applications. Management is also continuing to closely monitor progress on the remediation of the previously reported Significant Deficiencies.

●

Management commenced the process of validating the operational effectiveness in both first and second quarters of 2021 of (a) the key internal controls forming part of the identified business processes and within the recently implemented NetSuite accounting system; and (b) the internal controls that are put in place as part of the ongoing remediation initiative.

financial close, revenue and inventory processes and, where possible, strengthen related compensating controls. Management expects to make and report continuous progress in the effective remediation of ~~the identified and~~this previously reported material ~~weaknesses and significant deficiencies.~~weakness.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

Except the above, there were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15(d) or 15d15(d) of the Exchange Act during the quarter ended ~~June 30, 2021,~~March 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3126

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

For a description of our legal proceedings, see Note 108 – Commitments and Contingencies – Litigation and Disputes in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

~~ITEM 1A.~~

~~RISK FACTORS.~~

ITEM 1A. RISK FACTORS.

In addition to the information set forth under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, the information set forth at the beginning of Management’s Discussion and Analysis entitled “Special Note Regarding Forward-Looking Information,” and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

We have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability 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 ~~$13~~$15 million for the quarter ended ~~June 30, 2021.~~March 31, 2022. As of ~~June 30, 2021,~~March 31, 2022, we had net working capital of approximately ~~$198~~$161 million and an accumulated deficit of approximately ~~$208~~$258 million. We have not yet achieved profitability.

If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all.

~~Our~~We are unable to predict the ultimate impact of continuing equipment order delays, chip shortages and presence of Covid-19 on our business and future results of operations, ~~will be,~~financial position and cash flows.

The Covid-19 pandemic has impacted global stock markets, economies and businesses. We continue to receive orders for our ~~financial condition may be, impacted by~~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 are beginning to 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 or spread of Covid-19 and its variants. As a result, we are unable to predict the ultimate impact that continuing equipment order delays, chip shortages and presence of Covid-19 ~~and such impact is uncertain.~~

The global spread of the novel coronavirus (Covid-19) and multiple Covid-19 variants has created significant volatility, uncertainty and economic disruption. The extent to which the coronavirus pandemic impactswill have on our business ~~operations~~ and ~~financial results is uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including:~~

	●	~~the duration and scope of the pandemic;~~
	●	~~governmental, business and individual actions taken in response to the pandemic and the impact of those actions on national and global economic activity;~~
	●	~~the actions taken in response to economic disruption;~~
	●	~~the impact of business disruptions and reductions in employment levels on our customers and the resulting impact on their demand for our EV charging equipment and related services;~~
	●	~~the increase in business failures among businesses that we serve and with which we collaborate;~~
	●	~~our customers’ ability to pay for our EV charging equipment and related services;~~
	●	~~our ability to provide our EV charging equipment and related services, including as a result of our employees or our customers working remotely and/or closures of offices and facilities; and~~
	●	~~disruption in the supply of computer chips and raw materials~~

~~Any of these factors could cause or contribute to the risks and uncertainties identified in~~ our ~~Annual Report on Form 10-K for the year ended December 31, 2020 and could materially adversely affect our business, financial condition and~~future results of ~~operations.~~operations, financial position and cash flows.

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

~~ITEM 3.~~

~~DEFAULTS UPON SENIOR SECURITIES~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES.~~

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~ITEM 5.~~

~~OTHER INFORMATION~~

ITEM 5. OTHER INFORMATION

None.

~~ITEM 6.~~

~~EXHIBITS~~

Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith

2.1

Share Purchase Agreement, dated April 21, 2021, between the Shareholders of Blue Corner NV and Blink Holdings B.V.
8-K

2.1

05/13/2021

3.1 Articles of Incorporation, as amended most recently on August 17, 2017. 10-K 3.1 04/17/2018
3.2 Bylaws, as amended most recently on January 29, 2018. 10-K 3.2 04/17/2018
4.1 Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering. 8-K 4.1 02/21/2018

4.2
Form of Common Stock Purchase Warrant dated April 9, 2018

8-K

4.1

04/19/2018

4.3 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 4.3 04//02/2020
10.1 Executive Chairman and CEO Employment Agreement, dated May 28, 2021, between Blink Charging Co. and Michael D. Farkas 8-K 10.1 06/4/2021
31.1 Rule 13a-14(a) Certification of Principal Executive Officer. X
31.2 Rule 13a-14(a) Certification of Principal Financial Officer. X
32.1* Section 1350 Certification of Principal Executive Officer. X
32.2* Section 1350 Certification of Principal Financial Officer. X
101.INS XBRL Instance. X
101.XSD XBRL Schema. X
101.PRE XBRL Presentation. X
101.CAL XBRL Calculation. X
101.DEF XBRL Definition. X
101.LAB XBRL Label. X

ITEM 6. EXHIBITS

		Incorporated by Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Number	Exhibit Description

2.1	Sale and Purchase Agreement, dated April 22, 2022, between the Shareholders of Electric Blue Limited, and Blink Holdings B.V. and Blink Charging Co.	8-K	2.1	04/26/2022
3.1	Articles of Incorporation, as amended most recently on August 17, 2017	10-K	3.1	04/17/2018
3.2	Bylaws, as amended most recently on January 29, 2018	10-K	3.2	04/17/2018
3.3	Certificate of Designations for Series D Preferred Stock	8-K	3.1	02/21/2018
3.4	Certificate of Withdrawal for Series A Convertible Preferred Stock	8-K	3.1	04/07/2022
3.5	Certificate of Withdrawal for Series B Preferred Stock	8-K	3.2	04/07/2022
3.6	Certificate of Withdrawal for Series C Convertible Preferred Stock	8-K	3.3	04/07/2022
3.7	Certificate of Withdrawal for Series D Convertible Preferred Stock	8-K	3.4	04/07/2022
4.1	Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering	8-K	4.1	02/21/2018
4.2	Form of Common Stock Purchase Warrant dated April 9, 2018	8-K	4.1	04/19/2018
4.3	Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	10-K	4.3	04/02/2020
10.1*	Employment Agreement, dated April 20, 2021, between Blink Charging Co. and Harjinder Bhade	8-K	10.20	04/29/2022
31.1	Rule 13a-14(a) Certification of Principal Executive Officer				X
31.2	Rule 13a-14(a) Certification of Principal Financial Officer				X
32.1**	Section 1350 Certification of Principal Executive Officer				X
32.2**	Section 1350 Certification of Principal Financial Officer				X
101.INS	XBRL Instance.				X
101.XSD	XBRL Schema.				X
101.PRE	XBRL Presentation.				X
101.CAL	XBRL Calculation.				X
101.DEF	XBRL Definition.				X
101.LAB	XBRL Label.				X

Indicates a management contract or compensatory plan or arrangement.

~~+ Compensatory plan or arrangement.~~

* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

3328

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~August 13, 2021~~May 10, 2022	BLINK CHARGING CO.

	By:	/s/ Michael D. Farkas
		Michael D. Farkas
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Date: ~~August 13, 2021~~May 10, 2022

By:

/s/ Michael P. Rama

Michael P. Rama

Chief Financial Officer

(Principal Financial and Accounting Officer)

3429

	Shares	Amount								Accumulated
							Additional			Other						Total
			Common Stock				Paid-In			Comprehensive			Accumulated			Stockholders’
	Shares	Amount	Shares		Amount		Capital			Income			Deficit			Equity

Balance - January 1, 2021	-	-		35,951,097	$	35,951	$	214,479,094		$	-		$	(187,351,448	)	$	27,163,597
Balance	-	-		35,951,097	$	35,951	$	214,479,094		$	-		$	(187,351,448	)	$	27,163,597

Common stock issued in public offering, net of issuance costs [1]				5,660,000		5,660		221,400,122			-			-			221,405,782

Common stock issued upon exercise of warrants				239,202		239		999,301			-			-			999,540

Issuance costs related to common stock issued in public offering
Common stock issued as purchase consideration of Blue Corner
Common stock issued as purchase consideration of Blue Corner, shares
Common stock issued upon cashless option exercise				15,522		16		(16	)		-			-			-

Common stock issued upon cashless warrant exercise				66,000		66		(66	)		-			-			-

Common stock issued as consideration for property and equipment				13,123		13		599,987			-			-			600,000

Stock-based compensation				470		-		418,616			-			-			418,616
Common stock issued upon conversion of Series D convertible preferred stock
Common stock issued upon conversion of Series D convertible preferred stock, shares

Other comprehensive loss				-		-		-			(56,038	)		-			(56,038	)

Net loss	-	-		-		-		-			-			(7,364,475	)		(7,364,475	)

Balance - March 31, 2021	-	-		41,945,414	$	41,945	$	437,897,038		$	(56,038	)	$	(194,715,923	)	$	243,167,022
Balance	-	-		41,945,414	$	41,945	$	437,897,038		$	(56,038	)	$	(194,715,923	)	$	243,167,022

Issuance costs related to common stock issued in public offering				-		-		(72,687	)		-			-			(72,687	)

Common stock issued pursuant to cashless option exercise				22,974		23		(23	)		-			-			-

Common stock issued upon exercise of warrants				102,684		103		428,004			-			-			428,107

Common stock issued as purchase consideration of Blue Corner				32,382		32		790,260			-			-			790,292

Stock-based compensation				36,691		37		3,522,515			-			-			3,522,552

Other comprehensive loss				-		-		-			(375,303	)		-			(375,303	)

Net loss	-	-		-		-		-			-			(13,458,605	)		(13,458,605	)

Balance - June 30, 2021	-	-		42,140,145	$	42,140	$	442,565,107		$	(431,341	)	$	(208,174,528	)	$	234,001,378
Balance	-	-		42,140,145	$	42,140	$	442,565,107		$	(431,341	)	$	(208,174,528	)	$	234,001,378

	June 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed income	$	53,608,099		38,014	$	(81,513	)	$	53,564,600

	For the Three and Six Months Ended
	June 30,
	2021		2020
Warrants		3,339,294		7,756,043
Options		1,123,110		646,715
Unvested restricted common stock		48,819		109,733
Total potentially dilutive shares		4,511,223		8,512,491

Purchase price allocation

Purchase Consideration:
Cash	$	22,985,041
Common stock		790,292

Total Purchase Consideration	$	23,775,333

Less:

Fixed assets		1,229,291
Trade name		342,744
Customer relationships		1,800,013
Favorable leases		291,697
Internally developed technology		1,232,420
Non-compete agreements		148,279
Other liabilities		135,234
Other assets		241,087
Debt-free net working capital		590,471

Fair Value of Identified Net Assets		6,011,236

Remaining Unidentified Goodwill Value	$	17,764,097

Current assets:
Cash	$	244,006
Accounts receivable		2,594,894
Prepaid expenses and other current assets		373,588
Inventory		1,418,784

Total current assets		4,631,272

Less current liabilities:
Accounts payable and accrued expenses		3,569,320
Deferred revenue		471,481

Total current liabilities		4,040,801

Debt free net working capital	$	590,471

	June 30, 2021			December 31, 2020			Useful Lives
Internal use software	$	184,141		$	184,141		3 years
Capitalized engineering costs		281,321			-		Indefinite
Trade name		342,744			-		1.5 years
Customer relationships		1,800,013			-		5.6 years
Favorable leases		291,697			-		1.6 years
Internally developed technology		1,232,420			-		3 years
Non-compete agreements		148,279			-		2 years
Intangible assets, gross		4,280,615			184,141
Less: accumulated amortization		(298,417	)		(138,106	)
Intangible assets, net	$	3,982,198		$	46,035

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

2.1	Share Purchase Agreement, dated April 21, 2021, between the Shareholders of Blue Corner NV and Blink Holdings B.V.	8-K	2.1	05/13/2021
3.1	Articles of Incorporation, as amended most recently on August 17, 2017.	10-K	3.1	04/17/2018
3.2	Bylaws, as amended most recently on January 29, 2018.	10-K	3.2	04/17/2018
4.1	Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering.	8-K	4.1	02/21/2018
4.2	Form of Common Stock Purchase Warrant dated April 9, 2018	8-K	4.1	04/19/2018
4.3	Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.	10-K	4.3	04//02/2020
10.1	Executive Chairman and CEO Employment Agreement, dated May 28, 2021, between Blink Charging Co. and Michael D. Farkas	8-K	10.1	06/4/2021
31.1	Rule 13a-14(a) Certification of Principal Executive Officer.				X
31.2	Rule 13a-14(a) Certification of Principal Financial Officer.				X
32.1*	Section 1350 Certification of Principal Executive Officer.				X
32.2*	Section 1350 Certification of Principal Financial Officer.				X
101.INS	XBRL Instance.				X
101.XSD	XBRL Schema.				X
101.PRE	XBRL Presentation.				X
101.CAL	XBRL Calculation.				X
101.DEF	XBRL Definition.				X
101.LAB	XBRL Label.				X