Current Report Filing (8-k)
January 08 2021 - 4:46PM
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): January 7, 2021
BLINK
CHARGING CO.
(Exact
Name of Registrant as Specified in 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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407
Lincoln Road, Suite 704
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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
(Former
name or former address, if changed since last report.)
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:
[ ]
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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.
January
7, 2021
Item
1.01. Entry into a Material Definitive Agreement.
On January 7,
2021, 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”), and certain selling stockholders named therein, relating to the underwritten public offering
of 5,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
at a public offering price of $41.00 per share (the “Offering”). The Company expects to receive
approximately $211.2 million in net proceeds from the Offering after deducting the underwriting discount and estimated
offering expenses payable by the Company. The Offering is scheduled to close on January 12, 2021, subject to customary
closing conditions. The Underwriters have the option to purchase up to an additional 260,000 shares of common stock from
the Company and 550,000 shares of common stock from the Company’s chief executive and one other officer as selling
stockholders at the public offering price, less the underwriting discount, within 30 days following the date of the
final prospectus supplement. The Company will not receive any proceeds from the sale of shares held by the selling
stockholders.
The
Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-251919) filed
with the U.S. Securities and Exchange Commission (“SEC”) on January 6, 2021, which became automatically effective,
and the final prospectus supplement dated January 7, 2021, 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.
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*
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Schedules
and similar attachments to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees
to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request.
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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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Date:
January 8, 2021
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By:
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/s/
Michael D. Farkas
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Michael
D. Farkas
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Chairman
and Chief Executive Officer
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