Current Report Filing (8-k)
May 13 2021 - 04:46PM
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): May 10, 2021
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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605 Lincoln Road, 5th Floor
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 (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.
May
10, 2021
Item
2.01.
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Completion
of Acquisition or Disposition of Assets.
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On
May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, we acquired from Blue Corner NV, a Belgian company
(“Blue Corner”), all of its outstanding capital stock. Headquartered in Belgium, Blue Corner owns and operates an electric vehicle “EV” charging network across Europe.
The
purchase price for the acquisition of all of Blue Corner’s outstanding capital stock was 20,000,000 Euros (or approximately
$24.2 million), consisting of 19,000,000 Euros (or approximately $23.0 million) in cash and 1,000,000 Euros (or approximately
$1.2 million) represented by 32,382 shares of our common stock (the “Consideration Shares”). The number of Consideration
Shares was calculated based on the volume-weighted average price of our common stock during the 30 consecutive trading days immediately
preceding the closing date of the Share Purchase Agreement, which equaled 30.88 Euros (or $37.66) per share (the “Final
Average Closing Price”).
We
also agreed in the Share Purchase Agreement to execute management agreements with key Blue Corner personnel, including equity
incentive packages consisting of additional shares of our common stock.
We
entered an escrow agreement pursuant to the Share Purchase Agreement, under which we paid 1,725,000 Euros (or approximately $2.1
million) of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses
or damages we may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.
Prior
to the acquisition, Blue Corner did not have any material relationship or association with us. The acquisition purchase price
was determined as a result of arm’s length negotiations between the parties.
The
foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
A copy of the press release issued in the United States on May 11, 2021 is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
shares of our common stock in the acquisition were issued in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. The securities offered in the acquisition transaction have not been registered under the Securities Act, and may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For SEC
reporting purposes, the Blue Corner transaction did not involve the acquisition of a significant amount of assets.
The
information provided in Item 2.01 relating to the issuance of our common stock to Blue Corner shareholders is hereby incorporated
by reference to this Item 3.02.
Item
9.01.
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Financial
Statements and Exhibits.
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(a) Financial
Statements of Businesses Acquired. In accordance with Item 9.01(a), the financial statements of Blue Corner N.V. are not “significant”
and therefore not required to be filed pursuant to Item 3.05(b) of Regulation S-X.
(b) Pro
Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information is not “significant”
and therefore not required to be filed pursuant to Article 11 of Regulation S-X.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this current report.
*Certain of the schedules
and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes
to provide further information regarding such omitted materials to the Securities and Exchange Commission upon request.
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:
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May
13, 2021
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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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