Current Report Filing (8-k)
February 07 2023 - 5:26PM
Edgar (US Regulatory)
0001429764
false
0001429764
2023-02-06
2023-02-06
0001429764
us-gaap:CommonStockMember
2023-02-06
2023-02-06
0001429764
BLNK:CommonStockPurchaseWarrantsMember
2023-02-06
2023-02-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 6, 2023
BLINK
CHARGING CO.
|
(Exact name of registrant as specified in its charter)
|
Nevada |
|
001-38392 |
|
03-0608147 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
|
|
|
|
|
605
Lincoln Road, 5th
Floor
Miami Beach,
Florida |
|
33139 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
|
|
|
Registrant’s
telephone number, including area code: (305)
521-0200 |
|
|
|
N/A |
(Former
name or former address, if changed since last report.) |
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 (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
CURRENT
REPORT ON FORM 8-K
Blink Charging Co.
February 6, 2023
Item
1.01. | Entry
into a Material Definitive Agreement. |
On
February 6, 2023, Blink Charging Co., a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with Barclays Capital Inc., as representative of the several underwriters (the “Underwriters”), relating
to the underwritten public offering of 8,333,333 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a public offering price of $12.00 per share (the “Offering”). The Company expects to receive approximately
$95 million in net proceeds from the Offering after deducting the underwriting discount. The Offering is scheduled to close on
February 9, 2023, subject to customary closing conditions. The Underwriters have the option to purchase up to an additional 1,249,999
shares of Common Stock from the Company at the public offering price, less the underwriting discount, within 30 days following the
date of the final prospectus supplement.
The
Offering is being made pursuant to the Company’s effective Registration Statement on Form S-3ASR (File No. 333-251919) filed with
the U.S. Securities and Exchange Commission (“SEC”) on January 6, 2021 and the final prospectus supplement dated February
6, 2023, to be filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended.
The
Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification
by each of the Company and the Underwriters for losses or damages arising out of or in connection with the Offering.
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into
this Item 1.01. A copy of the opinion of Olshan Frome Wolosky LLP, as legal counsel to the Company, relating to the legality of the issuance
and sale of the shares of common stock in the Offering is attached hereto as Exhibit 5.1.
Item
9.01. | Financial
Statements and Exhibits. |
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this current report.
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 hereunto duly authorized.
|
BLINK
CHARGING CO. |
|
|
|
|
Dated:
February 7, 2023 |
By: |
/s/
Michael D. Farkas |
|
Name: |
Michael
D. Farkas |
|
Title: |
Chairman
and Chief Executive Officer |
Blink Charging (NASDAQ:BLNK)
Historical Stock Chart
From Apr 2024 to May 2024
Blink Charging (NASDAQ:BLNK)
Historical Stock Chart
From May 2023 to May 2024