Item
1.01 Entry into a Material Definitive Agreement.
On
February 13, 2018, Blink Charging Co., a Nevada corporation (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC, as representative of the several underwriters listed
therein (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”)
by the Company of an aggregate 4,353,000 shares of the Company’s common stock, par value $0.001 per share (“Shares”)
and warrants to purchase up to an aggregate of 8,706,000 shares of common stock (the “Warrants”), at a combined public
offering price of $4.25 per unit comprised of one Share and two Warrants. Each Warrant is exercisable for five years from issuance
and has an exercise price equal to $4.25. The common stock and the Warrants have been approved to list on the Nasdaq Capital Market
under the symbols BLNK and BLNKW, respectively, and are expected to begin trading on February 14, 2018.
Pursuant
to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 652,950 Shares
and/or 1,305,900 Warrants. Joseph Gunnar & Co., LLC is acting as sole book-running manager for the offering and The Benchmark
Company, LLC is acting as co-manager for the offering.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement
and related “lock-up” agreements, the Company, each director and executive officer of the Company, and certain stockholders
have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities of the Company, without
the prior written consent of Joseph Gunnar & Co., LLC, during the period ending 180 days after the date of the Underwriting
Agreement for our directors and officers and 90 days or 270 days after the date of the Underwriting Agreement for certain stockholders,
subject to extensions in certain circumstances.
The
Offering is expected to close on February 16, 2018, subject to the satisfaction of customary closing conditions.
The
Company expects to receive approximately $15.6 million in net proceeds from the Offering after deducting the underwriting discount
and other estimated offering expenses payable by the Company (or, if the over-allotment option is exercised in full, approximately
$18.1 million). The Company expects to use the net proceeds of the Offering to repay certain of its outstanding debt, for deployment
of charging stations, and for working capital and general corporate purposes.
The
Warrants will be issued pursuant to a warrant agency agreement to be entered into by and between the Company and Worldwide Stock
Transfer, LLC, as warrant agent.
The
Securities and Exchange Commission declared effective a registration statement on Form S-1 (File No. 333-214461) relating to the
Shares and Warrants on February 13, 2018.
The
Underwriting Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders
with information regarding its terms. The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements,
and may be subject to limitations agreed upon by the contracting parties.
The
foregoing description of the Underwriting Agreement and the Warrants does not purport to be complete and is qualified in its entirety
by reference to the full text of the Underwriting Agreement and form of Warrant Agency Agreement, which are filed as Exhibit 1.1
and 4.1 hereto, respectively, and are incorporated herein by reference.