Current Report Filing (8-k)
April 17 2020 - 5:21PM
Edgar (US Regulatory)
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): April 17, 2020
BLINK
CHARGING CO.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-38392
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03-0608147
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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407
Lincoln Road, Suite 704
Miami Beach, Florida
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33139
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (305) 521-0200
N/A
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(Former
name or former address, if changed since last report.)
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock
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BLNK
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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BLNKW
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The
Nasdaq Stock Market LLC
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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):
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[ ]
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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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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. (the “Company”)
April
17, 2020
Item
1.01 Entry into a Material Definitive Agreement.
On
April 17, 2020, the Company entered into a Sales Agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the
“Agent”) to conduct an “at-the-market” equity offering program pursuant to which the Company may issue
and sell from time to time shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to
$20,000,000 (the “Shares”) through the Agent, as the Company’s sales agent.
Subject
to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares
from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may
at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. The Company
has provided the Agent with customary indemnification rights, and the Agent will be entitled to an aggregate fixed commission
of 3.0% of the gross proceeds from Shares sold.
Sales
of the Shares under the Sales Agreement will be made in transactions that are deemed to be “at-the-market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’
transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent.
The
description of the Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference
to the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
A
“shelf” registration statement on Form S-3 for the Shares was filed with the Securities and Exchange Commission (the
“SEC”), which became effective on September 16, 2019, and a prospectus supplement thereto was filed with the SEC on
April 17, 2020. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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BLINK
CHARGING CO.
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Dated:
April 17, 2020
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By:
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/s/
Michael D. Farkas
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Name:
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Michael
D. Farkas
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Title:
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Chairman
and Chief Executive Officer
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