Current Report Filing (8-k)
February 21 2018 - 5:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
February 14, 2018
BLINK
CHARGING CO.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38392
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03-0608147
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3284
N 29th Court
Hollywood,
Florida 33020-1320
(Address
of principal executive offices)
(305)
521-0200
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
February 16, 2018, Blink Charging Co., a Nevada corporation (the “Company”) closed its previously disclosed underwritten
public offering (the “Offering”) 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 Company has granted the Offering’s underwriters a
45-day option to purchase up to an additional 652,950 shares of common stock and/or warrants to purchase 1,305,900 shares of common
stock to cover over-allotments, if any. In connection with the closing of the Offering, the underwriters have partially exercised
their over-allotment option and purchased an additional 406,956 warrants.
Prior to the closing of the Offering, on February 14,
2018, the Company entered into a warrant agent agreement (the “Warrant Agent Agreement”) with Worldwide Stock Transfer,
LLC (“Worldwide”), to serve as the Company’s warrant agent for the Offering.
The
foregoing description of the Warrant Agent Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Warrant Agent Agreement (including the form of warrant certificate included in the Warrant Agent Agreement),
which is filed as Exhibit 4.1 hereto, and incorporated herein by reference.
The
Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333-214461), which was declared effective
by the United States Securities and Exchange Commission on February 13, 2018.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 15, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State
of the State of Nevada (the “Certificate of Amendment”), establishing the rights, preferences, privileges, qualifications,
restrictions, and limitations relating to its Series D Convertible Preferred Stock, par value $0.001 per share. The Certificate
of Amendment became effective with the State of Nevada upon filing.
A
copy of the Certificate of Amendment is included as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item
8.01 Other Events.
On
February 16, 2018, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached
as Exhibit 99.1 hereto.
Item
9.01. Exhibits.
(d)
Exhibits
SIGNATURE
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 hereunto duly authorized.
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BLINK CHARGING CO.
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Date:
February 21, 2018
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By:
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/s/
Michael J. Calise
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Name:
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Michael
J. Calise
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Title:
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Chief
Executive Officer
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