UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]

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

For the quarterly period ended September 30, 2018

[ ]

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.)

407 Lincoln Road
Miami Beach, Florida		33139-3024
(Address of principal executive offices)		(Zip Code)

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

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 [X] 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 [X] 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	[X]	Smaller reporting company	[X]

		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 [X]

As of November 09, 2018, the registrant had 25,719,585 shares of common stock outstanding.

BLINK CHARGING CO. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.	3

Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	3

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017	4

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficiency) for the Three and Nine Months Ended September 30, 2018	5

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2017	6

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017	7

Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	32

Item 4. Controls and Procedures.	32

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	34

Item 1A. Risk Factors.	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	35

Item 3. Defaults Upon Senior Securities.	35

Item 4. Mine Safety Disclosures.	35

Item 5. Other Information.	35

Item 6. Exhibits.	36

SIGNATURES	37

PART 1 – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30, 2018			December 31, 2017
	(unaudited)

Assets

Current Assets:
Cash and Cash Equivalents	$	21,304,407		$	185,151
Accounts receivable and other receivables, net		207,122			227,918
Inventory, net		765,870			247,466
Current portion of operating lease right-of-use asset		95,866			-
Prepaid expenses and other current asset		866,219			108,352

Total Current Assets		23,239,484			768,887

Property and equipment, net		350,106			376,920
Operating lease right-of-use asset, non-current portion		183,746			-
Intangible assets, net		98,430			106,167
Deferred public offering costs		-			1,367,730
Other assets		64,673			67,309

Total Assets	$	23,936,439		$	2,687,013

Liabilities and Stockholders’ Equity (Deficiency)

Current Liabilities:
Accounts payable	$	1,555,220		$	4,228,073
Accrued expenses		2,737,344			23,135,344
Accrued issuable equity		1,131,474			2,939,906
Derivative liabilities		24,240			3,448,390
Current portion of convertible notes payable		-			50,000
Convertible notes payable - related party		-			747,567
Notes payable		337,966			597,966
Current portion of operating lease liabilities		95,866			-
Current portion of deferred revenue		401,458			383,771

Total Current Liabilities		6,283,568			35,531,017

Convertible notes payable, non-current portion, net of debt discount of $0 and $499,435 as of September 30, 2018 and December 31, 2017, respectively		-			3,200,096
Operating lease liabilities, non-current portion		187,548			-
Deferred revenue, non-current portion		18,456			50,283

Total Liabilities		6,489,572			38,781,396

Series B Convertible Preferred Stock, 10,000 shares designated, 0 and 8,250 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		-			825,000

Commitments and contingencies

Stockholders’ Equity (Deficiency):
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 and 11,000,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		-			11,000
Series C Convertible Preferred Stock, 250,000 shares designated, 0 and 229,551 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		-			230
Series D Convertible Preferred Stock, 13,000 shares designated, 5,453 and 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		5			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 25,564,103 and 5,523,673 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		25,564			5,524
Additional paid-in capital		175,021,206			119,499,141
Accumulated deficit		(157,599,908	)		(156,435,278	)

Total Stockholders’ Equity (Deficiency)		17,446,867			(36,919,383	)

Total Liabilities and Stockholders’ Equity (Deficiency)	$	23,936,439		$	2,687,013

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)

	For The Three Months Ended						For The Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017

Revenues:
Charging service revenue - company-owned charging stations	$	320,388		$	295,202		$	927,485		$	879,428
Product sales		102,958			157,264			381,557			367,808
Network fees		55,540			59,604			168,825			168,334
Warranty		25,099			36,484			89,458			103,188
Grant and rebate		6,724			14,978			68,062			93,798
Other		36,135			43,367			131,795			122,937

Total Revenues		546,844			606,899			1,767,182			1,735,493

Cost of Revenues:
Cost of charging services - company-owned charging stations		18,823			106,606			141,644			171,284
Host provider fees		91,564			55,047			297,296			202,432
Cost of product sales		63,583			4,661			166,403			245,832
Network costs		73,858			21,781			218,083			236,675
Warranty and repairs and maintenance		121,957			30,771			271,686			(26,325	)
Depreciation and amortization		70,296			86,744			222,711			298,168
Total Cost of Revenues		440,081			305,610			1,317,823			1,128,066

Gross Profit		106,763			301,289			449,359			607,427

Operating Expenses:
Compensation		2,842,733			1,080,644			7,717,733			4,091,681
General and administrative expenses		467,073			222,399			949,592			774,482
Other operating expenses		319,537			227,927			996,529			681,630
Lease termination costs		-			-			-			300,000

Total Operating Expenses		3,629,343			1,530,970			9,663,854			5,847,793

Loss From Operations		(3,522,580	)		(1,229,681	)		(9,214,495	)		(5,240,366	)

Other Income (Expense)
Interest expense		-			(95,215	)		(113,516	)		(454,164	)
Interest expense - related party share transfer (see Note 9)		-			-			(785,200	)		-
Amortization of discount on convertible debt		-			(151,002	)		(528,929	)		(1,863,680	)
(Loss) Gain on settlement of accounts payable, net		-			(1,014	)		920,352			22,914
Loss on settlement reserve		-			(12,450,000	)		(127,941	)		(12,975,588	)
Change in fair value of derivative and other accrued liabilities		1,349,886			(72,101,423	)		4,997,721			(72,882,216	)
Loss on settlement of liabilities for equity		-			(7,570,581	)		(2,136,860	)		(7,570,581	)
Loss on deconsolidation of 350 Green		-			-			-			(97,152	)
Gain on settlement of liabilities to JMJ for equity		-			-			5,800,175			-
Non-compliance penalty for SEC registration requirement		-			(21,516	)		-			(73,498	)
Other income		24,063			-			24,063			-
		-
Total Other Income (Expense)		1,373,949			(92,390,751	)		8,049,865			(95,893,965	)
		-
Net Loss		(2,148,631	)		(93,620,432	)		(1,164,630	)		(101,134,331	)
Dividend attributable to Series C shareholders		-			(828,500	)		(607,800	)		(2,374,300	)
Deemed dividend		-			-			(23,458,931	)		-
Net Loss Attributable to Common Shareholders	$	(2,148,631	)	$	(94,448,932	)	$	(25,231,361	)	$	(103,508,631	)

Net Loss Per Share
Basic	$	(0.09	)	$	(34.68	)	$	(1.33	)	$	(52.04	)
Diluted	$	(0.13	)	$	(34.68	)	$	(1.47	)	$	(52.04	)

Weighted Average Number of Common Shares Outstanding
Basic		24,867,869			2,723,437			18,916,432			1,989,022
Diluted		25,292,550			2,723,437			19,113,426			1,989,022

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 (Deficiency)

For the Three and Nine Months Ended September 30, 2018

(unaudited)

	Convertible Preferred Stock																								Additional						Total Stockholders’
	Series A						Series C						Series D						Common Stock						Paid-In			Accumulated			(Deficiency)
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Equity

Balance - January 1, 2018		11,000,000		$	11,000			229,551		$	230			-		$	-			5,523,673		$	5,524		$	119,499,141		$	(156,435,278	)	$	(36,919,383	)

Common stock and warrants issued in public offering [1]		-			-			-			-			-			-			4,353,000			4,353			14,876,462			-			14,880,815

Common stock issued upon conversion of Series A convertible preferred stock		(11,000,000	)		(11,000	)		-			-			-			-			550,000			550			10,450			-			-

Common stock issued in satisfaction of Series B convertible preferred stock		-			-			-			-			-			-			223,235			223			824,777			-			825,000

Common stock issued upon conversion of Series C convertible preferred stock		-			-			(254,557	)		(255	)		-			-			9,111,644			9,112			(8,857	)		-			-

Series D convertible preferred stock issued in satisfaction of liabilities		-			-			-			-			12,005			12			-			-			12,004,988			-			12,005,000

Common stock issued in partial satisfaction of debt and other liabilities		-			-			-			-			-			-			1,488,021			1,488			4,282,500			-			4,283,988

Warrants reclassified from derivative liabilities		-			-			-			-			-			-			-			-			36,445			-			36,445

Series C convertible preferred stock dividends:
Accrual of dividends earned		-			-			-			-			-			-			-			-			(607,800	)					(607,800	)
Payment of dividends in kind		-			-			25,006			25			-			-			-			-			2,500,575						2,500,600

Stock-based compensation		-			-			-			-			-			-			932,328			932			2,664,343			-			2,665,275

Beneficial conversion feature of Series B and C convertible preferred stock		-			-			-			-			-			-			-			-			23,458,931			-			23,458,931

Deemed dividend related to immediate accretion of beneficial conversion of Series B and C convertible preferred stock		-			-			-			-			-			-			-			-			(23,458,931	)		-			(23,458,931	)

Contribution of capital - related party share transfer (see Note 8)		-			-			-			-			-			-			-			-			785,200			-			785,200

Net income		-			-			-			-			-			-			-			-			-			2,204,088			2,204,088

Balance - March 31, 2018		-		$	-			-		$	-			12,005		$	12			22,181,901		$	22,182		$	156,868,224		$	(154,231,190	)	$	2,659,228

Common stock issued in partial satisfaction of debt and other liabilities		-			-			-			-			-			-			25,669			25			69,975			-			70,000

Common stock issued upon conversion of Series D convertible preferred stock		-			-			-			-			(4,368	)		(4	)		1,400,000			1,400			(1,396	)		-			-

Proceeds from exercise of warrants		-			-			-			-			-			-			4,033,660			4,034			17,139,022			-			17,143,056
																																-
Return and retirement of common stock		-			-			-			-			-			-			(2,942,099	)		(2,942	)		2,942			-			-
																																-
Warrants issued in satisfaction of accrued issuable equity		-			-			-			-			-			-			-			-			409,042			-			409,042
																																-
Net loss		-			-			-			-			-			-			-			-			-			(1,232,785	)		(1,232,785	)

Balance - June 30, 2018		-		$	-			-		$	-			7,637		$	8			24,699,131		$	24,699		$	174,487,809		$	(155,463,975	)	$	19,048,541

Common stock issued upon conversion of Series D convertible preferred stock		-			-			-			-			(2,184	)		(3	)		700,000			700			(697	)		-			-

Stock-based compensation		-			-			-			-			-			-			188,501			189			601,128			-			601,317

Return and retirement of common stock previously held as collateral		-			-			-			-			-			-			(23,529	)		(24	)		(67,034	)		-			(67,058	)

Net loss		-			-			-			-			-			-			-			-			-			(2,135,933	)		(2,135,933	)

Balance - September 30, 2018		-		$	-			-		$	-			5,453		$	5			25,564,103		$	25,564		$	175,021,206		$	(157,599,908	)	$	17,446,867

[1] Includes gross proceeds of $18,504,320, less issuance costs of $3,623,505.

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’ Deficiency

For the Three and Nine Months Ended September 30, 2017

(unaudited)

	Convertible Preferred Stock												Additional						Non Controlling			Total
	Series A				Series C				Common Stock				Paid-In			Accumulated			Interest			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Deficiency

Balance - January 1, 2017		11,000,000	$	11,000		150,426	$	150		1,609,530	$	1,610	$	64,078,182		$	(81,071,782	)	$	(3,831,314	)	$	(20,812,154	)

Stock-based compensation		-		-		-		-		-		-		35,961			-			-			35,961

Series C convertible preferred stock dividends:
Accrual of dividends earned		-		-		-		-		-		-		(754,900	)		-			-			(754,900	)

Net loss		-		-		-		-		-		-		-			(3,097,732	)		-			(3,097,732	)
Balance - March 31, 2017		11,000,000	$	11,000		150,426	$	150		1,609,530	$	1,610	$	63,359,243		$	(84,169,514	)	$	(3,831,314	)	$	(24,628,825	)

Stock-based compensation		-		-		-		-		-		-		25,766			-			-			25,766

Series C convertible preferred stock issued in satisfaction of public information fee		-		-		30,235		30		-		-		3,023,470			-			-			3,023,500

Series C convertible preferred stock issued in satisfaction of registration rights penalty		-		-		12,455		13		-		-		1,245,487			-			-			1,245,500

Series C convertible preferred stock dividends:
Accrual of dividends earned		-		-		-		-		-		-		(790,900	)		-			-			(790,900	)
Payment of dividends in kind		-		-		19,050		19		-		-		1,904,981			-			-			1,905,000

Common stock issued in partial satisfaction of debt		-		-		-		-		21,166		21		181,904			-			-			181,925

Deconsolidation of 350 Green		-		-		-		-		-		-		-			-			3,831,314			3,831,314

Net loss		-		-		-		-		-		-		-			(4,416,167	)		-			(4,416,167	)

Balance - June 30, 2017		11,000,000	$	11,000		212,166	$	212		1,630,696	$	1,631	$	68,949,951		$	(88,585,681	)	$	-		$	(19,622,887	)

Stock-based compensation		-		-		-		-		10,000		10		142,209			-			-			142,219

Series C convertible preferred stock dividends:
Accrual of dividends earned		-		-		-		-		-		-		(828,500	)		-			-			(828,500	)
Payment of dividends in kind		-		-		8,266		8		-		-		826,492			-			-			826,500

Common stock issued in exchange for warrants		-		-		-		-		3,170,937		3,171		46,384,662			-			-			46,387,833

Impact of share rounding as a result of reverse stock split		-		-		-		-		999		1		-			-			-			1

Net loss		-		-		-		-		-		-		-			(93,620,432	)		-			(93,620,432	)

Balance - September 30, 2017		11,000,000	$	11,000		220,432	$	220		4,812,632	$	4,813	$	115,474,814		$	(182,206,113	)	$	-		$	(66,715,266	)

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

(unaudited)

	For The Nine Months Ended
	September 30,
	2018			2017
Cash Flows From Operating Activities
Net loss	$	(1,164,630	)	$	(101,134,331	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		290,181			323,186
Accretion of interest expense		-			239,711
Amortization of discount on convertible debt		528,929			1,863,680
Change in fair value of derivative and other accrued liabilities		(4,997,721	)