Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-251919
Prospectus
Supplement
(To
Prospectus dated January 6, 2021)
Up
to $250,000,000
BLINK
CHARGING CO.
Common
Stock
We
have entered into a sales agreement (the “Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities
(USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (each, a “Sales Agent”
and collectively, the “Sales Agents”) relating to shares of our common stock offered by this prospectus supplement and the
accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from
time to time up to an aggregate offering price of $250,000,000 through the Sales Agents, acting as our agents, or directly to
the Sales Agents, acting as principals.
Upon
our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell the shares
of common stock offered hereby in ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise, at market prices prevailing
at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or as otherwise agreed
with the Sales Agents. The Sales Agents are not required to sell any specific number or dollar amount of shares, but will act as our
sales agents using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms
between the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
We
will pay each of the Sales Agents a total commission for its services in acting as agent in the sale of common stock up to 3% of the
gross sales price per share of all shares sold through it as agent under the Sales Agreement. The amount of proceeds we will receive
from this offering, if any, will depend upon the actual number of shares of our common stock sold and the market price at which such
shares are sold. Because there is no minimum offering amount required as a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. See “Plan of Distribution” for
information relating to certain expenses of the Sales Agents to be reimbursed by us.
In
connection with the sale of common stock on our behalf, the Sales Agents may be deemed to be an “underwriter” within the
meaning of the Securities Act and the compensation to the Sales Agents will be deemed to be underwriting commissions or discounts. We
have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities
under the Securities Act. See “Plan of Distribution” for more information.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “BLNK.” The closing price of our common stock on September
1, 2022, as reported by The Nasdaq Capital Market, was $20.14 per share.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement
and page 2 of the accompanying base prospectus, as well as the information under the caption “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2021, and in the other documents incorporated by reference into this prospectus supplement
and the accompanying base prospectus for a discussion of the factors you should carefully consider before investing in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Barclays |
|
BofA
Securities
|
|
HSBC |
ThinkEquity |
|
H.C.
Wainwright & Co. |
|
Roth
Capital Partners |
Prospectus
Supplement dated September 2, 2022
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus relate to the offering of shares of our common stock. Before buying any shares
of our common stock offered hereby, we urge you to carefully read this prospectus supplement and the accompanying base prospectus, together
with the information incorporated herein and therein by reference as described under the headings “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” These documents contain important information that you should consider
when making your investment decision.
On
January 6, 2021, we filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3ASR
(File No. 333-251919) utilizing a shelf registration process relating to the securities described in this prospectus supplement. Under
this shelf registration process, we may, from time to time, sell common stock and other securities, including shares of common stock
sold in this offering.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common
stock and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference
into the prospectus and this prospectus supplement. The second part, the accompanying base prospectus, dated January 6, 2021, including
the documents incorporated by reference therein, gives more general information, some of which does not apply to this offering. Generally,
when we refer to this prospectus, we are referring to both parts of this document combined.
You
should rely only on the information contained or incorporated herein by reference in this prospectus supplement and contained or incorporated
therein by reference in the accompanying base prospectus. We have not authorized any other person to provide you with any information
that is different. If anyone provides you with different, additional or inconsistent information, you should not rely on it.
If
the description of the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the
information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement
in another document having a later date — for example, a document incorporated by reference — the statement in the document
having the later date modifies or supersedes the earlier statement.
We
are offering to sell our securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement
and the accompanying base prospectus and the offering of the securities in certain jurisdictions may be restricted by law. This prospectus
supplement and the accompanying base prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, any securities offered by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in the prospectus supplement or the accompanying base prospectus were made solely for the benefit of
the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and
should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were
accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
We
obtained statistical data, market data and other industry data, and forecasts used in this prospectus supplement, the accompanying base
prospectus and the documents incorporated by reference into the prospectus and this prospectus supplement from market research, publicly
available information and industry publications. Industry publications generally state that they obtain their information from sources
that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe
that the statistical data, market data and other industry data and forecasts used herein are reliable, we have not independently verified
the data, and we do not make any representation as to the accuracy of the information.
The
mark “Blink” is our registered trademark in the United States and, in the name of Ecotality, Inc. (whose assets we acquired
in October 2013), in Australia, China, Hong Kong, Indonesia, Japan, South Korea, Malaysia, Mexico, New Zealand, Philippines, South Africa,
Singapore, Switzerland, Taiwan, and is a trademark registered in the European Union under the Madrid Protocol. We have registered other
trademarks and also use certain trademarks, trade names and logos that have not been registered. We claim common law rights to these
unregistered trademarks, trade names and logos.
All
references in this prospectus supplement and the accompanying base prospectus to “Blink,” “Blink Charging,” the
“Company,” “we,” “us,” “our” or similar references refer to Blink Charging Co., except
where the context otherwise requires or as otherwise indicated.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying base prospectus and the documents incorporated by reference in these documents contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements present our current expectations
or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current
facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected
revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for
working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend” or the negative of these
words or other variations on these words or comparable terminology.
Important
factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking
statements include, but are not limited to:
|
● |
changes
in the market acceptance of our products and services; |
|
● |
increased
levels of competition; |
|
● |
changes
in political, economic or regulatory conditions generally and in the markets in which we operate; |
|
● |
our
relationships with key customers; |
|
● |
adverse
conditions in the industries in which our customers operate; |
|
● |
disruption
caused by health epidemics, such as COVID-19; |
|
● |
our
ability to retain and attract senior management and other key employees; |
|
● |
our
ability to quickly and effectively respond to new technological developments; |
|
● |
our
ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others
and prevent others from infringing on our proprietary rights; and |
|
● |
other
risks, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December
31, 2021 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. |
We
operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict
all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual
results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference in these documents are based on assumptions
management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place
undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made.
Certain
of the market data and other statistical information contained in this prospectus supplement, the accompanying base prospectus and the
documents incorporated by reference in these documents are based on information from independent industry organizations and other third-party
sources, including industry publications, surveys and forecasts. Some market data and statistical information contained in this prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference in these documents are also based on management’s
estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal
research and our knowledge of the EV industry. While we believe such information is reliable, we have not independently verified any
third-party information and our internal data has not been verified by any independent source.
Except
to the extent required by U.S. federal securities laws, we undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements,
or otherwise.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary is not complete and may not contain all of the information that may be important to you. You should read this entire prospectus
supplement and the accompanying base prospectus carefully, as well as the documents incorporated by reference, before making an investment
decision.
The
Company
Blink
Charging Co., through its wholly-owned subsidiaries, is a leading owner, operator and provider of electric vehicle (“EV”)
charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential
and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal
line of products and services is its nationwide Blink EV charging network (the “Blink Network”) and Blink EV charging equipment,
also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Network is a proprietary,
cloud-based system that operates, maintains and manages Blink charging stations and handles the associated charging data, back-end operations
and payment processing. The Blink Network provides property owners, managers, parking companies, and state and municipal entities (“Property
Partners”), among other types of commercial customers, with cloud-based services that enable the remote monitoring and management
of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability
and fees (if applicable).
In
order to capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in
the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services
that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, maintenance
and the percentage of revenue retained or shared.
|
● |
In
our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation. We own and operate
the EV charging station and provide connectivity of the charging station to the Blink Network. In this model, which favors recurring
revenues, Blink incurs most costs associated with the EV charging stations; thus, Blink retains substantially all EV charging revenues
after deducting network connectivity and processing fees. |
|
|
|
|
● |
In
our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment while the Property Partner incurs
the costs of installation. We own and operate the EV charging station and provide connectivity of the charging station to the Blink
Network. In this model, the Property Partner incurs the installation costs associated with the EV station; thus, Blink shares a more
generous portion of the EV charging revenues with the Property Partner generated from the EV charging station after deducting network
connectivity and processing fees. |
|
|
|
|
● |
In
our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs
the installation costs. Blink works with the Property Partner, providing site recommendations, connectivity to the Blink Network,
payment processing and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues
after deducting network connectivity and processing fees. |
|
|
|
|
● |
In
our Blink-as-a-Service model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation
costs. The Property Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity
and processing fees. |
As
part of Blink’s mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally,
we are dedicated to slowing climate change by reducing greenhouse gas emissions caused by road vehicles. With the goal of leading the
build-out of EV charging infrastructure and of maximizing Blink’s share of the EV charging market, we have established strategic
commercial, municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including
airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation
areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation
hubs and workplace locations.
As
of June 30, 2022, Blink sold or deployed 51,073 chargers, of which 37,184 were on the Blink Network (21,097 Level 2 publicly accessible
commercial chargers, 14,485 Level 2 private commercial chargers, 303 DC Fast Charging EV publicly accessible chargers, 129 DC Fast Charging
EV private chargers and 1,170 residential Level 2 Blink EV chargers, included herein are 2,480 chargers pending to be commissioned),
and the remaining 13,889 were non-networked, on other networks or international sales or deployments (826 Level 2 commercial chargers,
48 DC Fast Charging chargers, 10,206 residential Level 2 Blink EV chargers, 1,783 sold to other US Networks, 946 sold internationally
and 80 deployed internationally). Charger units herein are net of swap-out or replacement units.
Corporate
Information
We
were incorporated in Nevada in April 1998. Our principal executive offices are located at 605 Lincoln Road, 5th Floor, Miami Beach, Florida
33139, and our telephone number is (305) 521-0200. We maintain a website at www.BlinkCharging.com. We make our periodic and current reports
that are filed with the SEC available, free of charge, on our website as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a part of, and is not incorporated
by reference into, this prospectus supplement or the accompanying base prospectus.
Recent
Developments
Acquisition
of SemaConnect. On June 15, 2022, we completed the acquisition (the “Acquisition”) of SemaConnect, Inc. (“SemaConnect”)
pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022, by and among the Company, Blink Sub I Corp., Blink Sub II
LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative). Upon
consummation of the Acquisition, SemaConnect became a wholly owned subsidiary of our company. SemaConnect is a leading provider of EV
charging infrastructure solutions in North America. Based on information provided by SemaConnect, it currently has nearly 13,000 EV chargers
in place at over 3,800 site host locations and more than 150,000 registered EV driver members. SemaConnect maintains its headquarters,
in-house research & development and manufacturing facility in Bowie, Maryland. SemaConnect has a diverse suite of EV products, including
Level 2 and DC Fast chargers, as well as its charging-as-a-service program which provides a full package of EV charging solutions. SemaConnect’s
hardware and cloud-based software solutions reach a wide range of critical EV charging customers across municipal, parking, multifamily,
hotel, office, retail and commercial sectors in the United States and Canada. SemaConnect was founded in 2008 by entrepreneur Mahi Reddy.
THE
OFFERING
The
following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full
text and more specific details contained elsewhere in this prospectus supplement and the accompanying base prospectus.
Common
stock offered by us |
|
Shares
of our common stock having an aggregate offering price of up to $250,000,000. |
|
|
|
Common
stock to be outstanding after this offering |
|
Up
to 63,259,334 shares (as more fully described in the notes following this table), assuming sales of 12,413,108 shares
of our common stock in this offering at an assumed price of $20.14 per share, which was the closing price of our common stock on
The Nasdaq Capital Market on September 1, 2022. The actual number of shares issued, if any, will vary depending on the sales price
under this offering. |
|
|
|
Plan
of Distribution |
|
“At
the market offering” that may be made from time to time through the Sales Agents, acting as our agents, or directly to the
Sales Agents, acting as principals. See the section titled “Plan of Distribution.” |
|
|
|
Use
of proceeds |
|
We
anticipate using the net proceeds from this offering to supplement our operating cash flows to fund EV charging station deployment
and to finance the costs of acquiring or investing in competitive and complementary businesses, products and technologies as a part
of our growth strategy. We also plan to use any remaining proceeds we receive for working capital and other general corporate purposes.
Pending these uses, we intend to invest most of the net proceeds from this offering in short-term, investment-grade, interest-bearing
securities. See the section titled “Use of Proceeds.” |
|
|
|
Risk
Factors |
|
You
should read the “Risk Factors” section of this prospectus supplement, the accompanying base prospectus and in the documents
incorporated by reference in this prospectus supplement and the accompanying base prospectus for a discussion of factors to consider
before deciding to purchase shares of our common stock. |
|
|
|
Nasdaq
Capital Market symbol |
|
BLNK |
The
number of shares of common stock that will be outstanding immediately after this offering as shown above is based on 50,846,226 shares
of common stock outstanding as of September 1, 2022, and excludes, in each case as of September 1, 2022, 3,233,341 shares of our common
stock issuable upon the exercise of outstanding warrants and 1,046,023 shares of our common stock issuable upon the exercise of outstanding
stock options under our 2018 Incentive Compensation Plan.
Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding warrants or stock options described above.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should carefully consider the risks described under “Risk Factors”
in our most recent Annual Report on Form 10-K, as well as any amendment or update to our risk factors reflected in subsequent filings
with the SEC, and all of the other information contained in this prospectus supplement and the accompanying base prospectus, and incorporated
by reference into this prospectus supplement and the accompanying base prospectus, including our financial statements and related notes,
before investing in our common stock. If any of the possible adverse events described below or in those sections actually occur, our
business, business prospects, cash flow, results of operations or financial condition could be harmed, the trading price of our common
stock could decline, and you might lose all or part of your investment in our common stock. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our operations and results.
Risks
Related to this Offering
It
is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice
to the Sales Agents at any time throughout the term of the Sales Agreement. The number of shares that are sold through the Sales Agents,
if any, after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock
during the sales period, the limits we set with the Sales Agents in any applicable placement notice, and the demand for our common stock
during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible
to predict the aggregate proceeds to be raised in connection with those sales.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution
and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and
number of shares sold in this offering. In addition, subject to the final determination by our Board of Directors (the “Board”),
there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of
the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
You
will experience immediate and substantial dilution.
The
offering price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this
offering. Assuming that an aggregate of $250,000,000 of shares of our common stock are sold in this offering at an assumed offering
price of $20.14 per share (the closing price of our common stock on The Nasdaq Capital Market on September 1, 2022), and after deducting
commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.67 per share,
representing the difference between our as adjusted net tangible book value per share as of June 30, 2022 after giving effect to this
offering and the assumed offering price. In addition, we are not restricted from issuing additional securities in the future, including
shares of common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, common stock
or substantially similar securities. The issuance of these securities may cause further dilution to our stockholders. The exercise of
outstanding warrants and stock options may also result in further dilution of your investment. See the section entitled “Dilution”
below for a more detailed illustration of the dilution you may incur if you participate in this offering.
We
may allocate our cash and cash equivalents, including the net proceeds from this offering, in ways that you and other stockholders may
not approve.
Our
management has broad discretion in the application of our cash, cash equivalents and marketable securities, including the net proceeds
from this offering. Because of the number and variability of factors that will determine our use of our cash and cash equivalents, their
ultimate use may vary substantially from their currently intended use. Our management might not apply our cash and cash equivalents in
ways that ultimately increase the value of your investment. We expect to use our cash and cash equivalents to finance the costs of acquiring
or investing in competitive and complementary businesses, products and technologies as part of our growth strategy, as well as working
capital and other general corporate purposes. The failure by our management to apply these funds effectively could harm our business.
Pending their use, we may invest our cash and cash equivalents in short-term, investment-grade, interest-bearing securities. These investments
may not yield a favorable return to our stockholders. If we do not invest or apply our cash and cash equivalents, including the net proceeds
from this offering, in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our
stock price to decline.
Risks
Related to our Business
We
will need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from
this offering or from other potential sources, and we may have to limit the scope of our operations or take actions that may dilute your
financial interest.
We
currently need additional capital to fund our growing operations. The proceeds from this offering, if any, and funds from other potential
sources, along with our cash and cash equivalents, may not be sufficient to fund our operations for the near future and we may not be
able to obtain additional financing. If adequate additional financing is not available on reasonable terms or available at all, we may
not be able to undertake expansion or continue our marketing efforts and we would have to modify our business plans accordingly. The
extent of our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products
and/or services by our competition; (iii) the level of our investment in research and product development; (iv) the amount of our capital
expenditures, including acquisitions; and (v) our growth. We cannot assure you that we will be able to obtain capital in the future to
meet these needs.
We
cannot be certain the amount of proceeds that will be generated from this offering or that additional funding and incremental working
capital will be available to us on acceptable terms, if at all, or that it will exist in a timely and/or adequate manner to allow for
the proper execution of our near and long-term business strategy. If sufficient funds are not available on terms and conditions acceptable
to management and stockholders, we may be required to delay, reduce the scope of, or eliminate further development of our business operations.
Even
if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants
or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business.
Additional funding, if obtained, may also result in significant dilution to our stockholders.
We
have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability
our financial condition could suffer.
We
have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred
net losses of $55.1 million, $17.8 million and $9.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, and a
net loss of approximately $37.7 million for the six months ended June 30, 2022. As of June 30, 2022, we had net working capital of approximately
$86 million and an accumulated deficit of approximately $279 million. We have not yet achieved profitability.
If
our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability
and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve
profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels
sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow
additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations. Such additional
funding may not be available on commercially reasonable terms, or at all.
We
have global operations and face risks related to health crises that could negatively impact our financial condition.
Our
business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely affected
by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the ongoing presence of the
coronavirus COVID-19 and its variants. A significant component supplier of our Blink IQ 200 charging station is located in Taiwan and
it, in turn, sources assembly parts from China, which has been particularly impacted. A significant or prolonged outbreak of contagious
diseases like COVID-19 and its variants in the human population could result in a widespread health crisis that could adversely affect
the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our EV supply equipment
and related networked services and likely impact our operating results. Such events could result in the complete or partial closure of
our Taiwan supplier’s manufacturing facility, the interruption of our distribution system, temporary or long-term disruption in
our supply chains from Asia and other international suppliers, disruptions, or restrictions on our employees to work or travel, delays
in the delivery of our charging stations to customers, and potential claims of exposure to diseases through contact with our charging
stations. If the impact of an outbreak continues for an extended period, it could materially adversely impact our supply chain, access
to capital and the growth of our revenues.
We
have a significant number of shares of common stock issuable upon exercise or conversion of outstanding warrants and stock options, and
the issuance of such shares could have a significant dilutive impact on our stockholders.
As
of September 1, 2022, we had outstanding warrants to purchase 3,233,341 shares of common stock and outstanding stock options to purchase
1,046,023 shares of common stock. In addition, our Articles of Incorporation, as amended (the “Articles of Incorporation”)
permit us to issue up to an additional approximately 444.8 million authorized, unissued shares of common stock. Thus, we have the ability
to issue a substantial number of additional shares of common stock in the future, which would dilute the percentage ownership held by
existing stockholders.
Sales
of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to decline.
If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock
may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to
sell the shares.
Our
Articles of Incorporation grant our Board the power to issue additional shares of common and preferred stock and to designate series
of preferred stock, all without stockholder approval.
We
are authorized to issue 540,000,000 shares of capital stock, of which 40,000,000 shares are authorized as preferred stock. Our Board,
without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and
establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent
with Nevada law.
The
rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock.
The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to
shares of our common stock. Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership
interest of then-current holders of our capital stock and may dilute our book value per share.
Certain
provisions of our corporate governing documents and Nevada law could discourage, delay or prevent a merger or acquisition at a premium
price.
Certain
provisions of our organizational documents and Nevada law could discourage potential acquisition proposals, delay or prevent a change
in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common stock. For
example, our Articles of Incorporation and Bylaws, as amended (the “Bylaws”) permit us to issue, without any further vote
or action by the stockholders, up to 40,000,000 shares of preferred stock in one or more series and, with respect to each series, to
fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series,
and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions
of the shares of the series.
If
securities or industry analysts do not publish research or reports about our business or publish inaccurate or unfavorable research reports
about our business, our share price and trading volume could decline.
The
trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish
about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us from time to time
should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of
these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial
markets, which could cause our share price or trading volume to decline.
Our
common stock price has fluctuated in recent years and is likely to fluctuate significantly from its current level.
The
market price of shares of our common stock has fluctuated substantially in recent years and is likely to fluctuate significantly from
its current level. During the 52-week period prior to the filing of this prospectus supplement, for example, the market closing price
of our shares has ranged from a low of $13.60 per share to a high of $49.00 per share. Future announcements concerning the introduction
of new products, services or technologies or changes in product pricing policies by us or our competitors or changes in earnings estimates
by analysts, among other factors, could cause the market price of our common stock to fluctuate substantially. Also, stock markets have
experienced extreme price and volume volatility in the last year. This volatility has had a substantial effect on the market prices of
securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies. These broad
market fluctuations may also cause declines in the market price of our common stock. Investors seeking short-term liquidity should be
aware that we cannot assure that the stock price will continue at these or any higher levels.
Our
quarterly operating results may fluctuate significantly.
We
expect that our operating results may be subject to substantial quarterly fluctuations. If our quarterly operating results fall below
the expectations of investors or securities analysts, the price of our common stock could decline substantially. We believe that quarterly
comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.
We
do not intend to pay cash dividends on our common stock for the foreseeable future, and you must rely on increases in the market prices
of our common stock for returns on your investment.
For
the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly, stockholders and investors must be prepared to rely on sales of their common
stock after price appreciation to earn an investment return, which may never occur. Stockholders and investors seeking cash dividends
should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our Board and
will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other
factors the Board deems relevant.
We
are unable to predict the ultimate impact of continuing equipment order delays, chip shortages and presence of COVID-19 on our business
and future results of operations, financial position and cash flows.
The
COVID-19 pandemic has impacted global stock markets, economies and businesses. We continue to receive orders for our products, although
some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain disruption has caused some delays
in equipment orders from our contract manufacturer. As federal, state, local and foreign economies are beginning to return to pre-pandemic
levels, we expect demand for charging station usage to increase; however, we are unable to predict the extent of such recovery due to
the uncertainty of the possible recurrence or spread of COVID-19 and its variants. As a result, we are unable to predict the ultimate
impact that continuing equipment order delays, chip shortages and presence of COVID-19 will have on our business and our future results
of operations, financial position and cash flows.
War,
terrorism, other acts of violence or natural or man-made disasters may affect the markets in which we operates, our customers, and could
have a material adverse impact on our business, results of operations, or financial condition.
Our
business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of
cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, flood,
fire, earthquake, storm or pandemic events and spread of disease. Such events may cause customers to suspend their decisions on using
our services, make it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional
and global economic conditions and cycles. These events also pose significant risks to our personnel and to physical facilities and operations,
which could materially adversely affect our financial results.
Further,
the current Russia-Ukraine conflict has created extreme volatility in the global financial markets and is expected to have further global
economic consequences, including disruptions of the global supply chain and energy markets and heightened volatility of commodity and
raw material prices. In addition, recently there has been increasing geopolitical tension between China and Taiwan that may affect
future shipments from Taiwan-based electronics suppliers for certain of our EV chargers. Any such volatility or disruptions may have
adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result
of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable
terms, more costly or more dilutive. Our business, financial condition and results of operations may be materially and adversely affected
by any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the conflict
in Ukraine, the recent geopolitical tensions between China and Taiwan or any other geopolitical tensions.
We
may be unable to successfully integrate recent acquisitions in a cost-effective and non-disruptive manner.
Our
success depends on our ability to grow our business and enhance and broaden our offerings in response to changing customer demands, competitive
pressures and advances in technologies. We continue to search for viable acquisition candidates or strategic alliances that would expand
our market opportunity and/or global presence. Accordingly, we have previously and may in the future pursue the acquisition of, investments
in or joint ventures relating to, new businesses, products or technologies as a part of our growth strategy instead of developing them
internally. Our future success will depend, in part, upon our ability to manage the expanded business following these transactions, including
challenges related to the management and monitoring of new operations and associated increased costs and complexity associated with the
acquisition of SemaConnect and other acquisitions. Other risks involving potential future and completed acquisitions and strategic investments
include:
|
● |
risks associated with conducting due diligence; |
|
|
|
|
● |
problems
integrating the purchased businesses, products and technologies; |
|
|
|
|
● |
inability
to achieve the anticipated synergies and overpaying for acquisitions or unanticipated costs associated with acquisitions; |
|
|
|
|
● |
invalid
sales assumptions for potential acquisitions; |
|
|
|
|
● |
issues
maintaining uniform standards, procedures, controls and policies; |
|
|
|
|
● |
diversion
of management’s attention from our core business; |
|
|
|
|
● |
adverse
effects on existing business relationships with suppliers, distributors and customers; |
|
|
|
|
● |
risks
associated with entering new markets in which we have limited or no experience; |
|
|
|
|
● |
potential
loss of key employees of acquired businesses; and |
|
|
|
|
● |
increased
legal, accounting and compliance costs. |
We
compete with other companies for these opportunities, and we may be unable to consummate such acquisitions or joint ventures on commercially
reasonable terms, or at all. In addition, acquired businesses may have ongoing or potential liabilities, legal claims (including tort
and/or personal injury claims) or adverse operating issues that we fail to discover through due diligence prior to the acquisition.
Even
if we are aware of such liabilities, claims or issues, we may not be able to accurately estimate the magnitude of the related liabilities
and damages. In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise
violated applicable laws or regulations, failed to fulfill their contractual obligations to their customers, or failed to satisfy legal
obligations to employees or third parties, we, as the successor, may be financially responsible for these violations and failures and
may suffer reputational harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and
other intangible assets which are subject to potential impairment in the future that could harm our financial results. If we were to
issue additional equity in connection with such acquisitions, this may dilute our stockholders.
Our
historical and pro forma condensed combined financial information may not be representative of our results as a combined company.
The
pro forma condensed combined financial information incorporated by reference in this prospectus supplement is constructed from the consolidated
historical financial statements of Blink and the consolidated historical financial statements of SemaConnect and does not purport to
be indicative of the future results of operations of the combined companies. The pro forma condensed combined financial information incorporated
by reference in this prospectus supplement is based in part on certain assumptions regarding the acquisition of SemaConnect that we believe
are reasonable. We cannot assure you, however, that our assumptions will prove to be accurate. Accordingly, the historical and pro forma
condensed combined financial information incorporated by reference in this prospectus supplement may not be indicative of what our results
of operations and financial condition would have been had we been a combined entity during the periods presented, or what our results
of operations and financial conditions will be in the future. The challenge of integrating previously independent businesses makes evaluating
our business and our future financial prospects difficult. Our potential for future business success and operating profitability must
be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $250,000,000 from time to time. Because
there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions,
expenses, and proceeds to us, if any, are not determinable at this time but will be reported in our periodic reports.
We
anticipate using the net proceeds, if any, from the sale of our shares of common stock offered by us to supplement our operating cash
flows to fund EV charging station deployment and to finance the costs of acquiring or investing in competitive and complementary businesses,
products and technologies as a part of our growth strategy. We currently have no definitive commitments or agreements with respect to
any such acquisitions or investments.
We
also plan to use any remaining proceeds we receive for working capital and other general corporate purposes. Other corporate purposes
include amounts required to pay for continuing product development expenses, salaries, professional fees, public reporting costs, office-related
expenses and other corporate expenses, including interest and overhead.
Pending
use of the proceeds as described above, we intend to invest most of the net proceeds from this offering in short-term, investment-grade,
interest-bearing securities.
The
amounts and timing of our use of the net proceeds from this offering, if any, will depend on a number of factors, such as the timing
and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological
advances. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds
to be received by from this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds.
Any
portion of the $250,000,000 included in this prospectus supplement not previously sold or included in an active placement notice
pursuant to the Sales Agreement, may be later made available for sale in other offerings pursuant to the accompanying base prospectus,
and if no shares have been sold under the Sales Agreement, the full $250,000,000 of shares of common stock may be later made available
for sale in other offerings pursuant to the accompanying base prospectus.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination
to declare cash dividends will be made at the discretion of our Board and will depend on our financial condition, results of operations,
capital requirements, general business conditions, contractual limitations and other factors that our Board may deem relevant.
DILUTION
If
you invest in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering
price per share and the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible
book value per share by dividing the net tangible book value, which is the total tangible assets less total liabilities, by the number
of outstanding shares of our common stock. Dilution represents the difference between the portion of the amount per share paid by purchasers
of shares in this offering and the as adjusted net tangible book value per share of our common stock immediately after giving effect
to this offering. Our net tangible book value as of June 30, 2022 was approximately $61.1 million, or $1.22 per share.
After
giving effect to the sale of our common stock during the term of the Sales Agreement with the Sales Agents in the aggregate amount of
$250,000,000 at an assumed offering price of $20.14 per share, the closing price of our common stock on The Nasdaq Capital Market
on September 1, 2022, and after deducting commissions and estimated aggregate offering expenses payable by us, on an as-adjusted basis
assuming 62,614,794 outstanding shares of common stock, consisting of shares outstanding as of June 30, 2022, our net tangible
book value as of June 30, 2022 would have been approximately $305.8 million, or approximately $4.88 per share of common
stock. This represents an immediate increase in the net tangible book value of approximately $3.67 per share to our existing stockholders
and an immediate dilution in net tangible book value of approximately $16.47 per share to new investors.
The
following table illustrates this per share dilution based on shares outstanding as of June 30, 2022:
Assumed public offering price per share | |
$ | 20.14 | |
Increase in net tangible book value per share after this offering | |
$ | 3.67 | |
Dilution per share to investors participating in this offering | |
$ | 16.47 | |
The
above discussion and tables excludes 3,255,114 shares of our common stock issuable upon the exercise of outstanding warrants, and 1,015,787
shares of our common stock issuable upon the exercise of outstanding stock options under our 2018 Incentive Compensation Plan, each as
of June 30, 2022.
To
the extent that any of these warrants or stock options are exercised, new options are issued under our 2018 Incentive Compensation Plan
and subsequently exercised or we issue additional shares of common stock or securities convertible and exercisable into shares of common
stock in the future, there will be further dilution to investors participating in this offering.
PLAN
OF DISTRIBUTION
We
have entered into a Sales Agreement with the Sales Agents under which we may issue and sell from time to time up to $250,000,000
of our common stock through the Sales Agents, acting as our agents, or directly to the Sales Agents, acting as principals. The shares
of common stock offered hereby will be sold in ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise, at market
prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or
as otherwise agreed with the Sales Agents.
Upon
delivery of a placement notice, the Sales Agent receiving the notice may offer the common stock subject to the terms and conditions of
the Sales Agreement on a daily basis or as otherwise agreed upon by us and the Sales Agent. We will designate the maximum amount of common
stock to be sold through the Sales Agent on a daily basis or otherwise determine such maximum amount together with the Sales Agent. Subject
to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell on our behalf
all of the shares of common stock requested to be sold by us. We may instruct a Sales Agent not to sell common stock if the sales cannot
be effected at or above the price designated by us in any such instruction. We or the Sales Agent may suspend the offering of the common
stock being made through the Sales Agent under the Sales Agreement at any time.
We
will pay each of the Sales Agents a total commission, for its services in acting as agent in the sale of our common stock up to 3% of
the gross sales price per share of all shares sold through it as Sales Agent under the Sales Agreement. Because there is no minimum offering
amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any,
are not determinable at this time. In addition, we have agreed to reimburse the Sales Agents for the fees and disbursements of their
counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $100,000, in addition to certain ongoing disbursements
of their legal counsel. We estimate that the total expenses of the offering payable by us, excluding commissions payable to the Sales
Agents under the Sales Agreement, will be approximately $300,000.
Settlement
for sales of common stock will occur on the second business day following the date on which any sales are made, or on some other date
that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds
to us. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository
Trust Company or by such other means as we and the Sales Agent may agree upon. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement.
The
Sales Agents are not required to sell any specific amount of securities, but will act as our sales agents using commercially reasonable
efforts, consistent with their sales and trading practices under the terms and subject to the conditions set forth in the Sales Agreement.
In connection with the sales of the common stock on our behalf, the Sales Agents may be deemed to be an “underwriter” within
the meaning of the Securities Act, and the compensation to them will be deemed to be underwriting commissions or discounts. We have also
agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including
liabilities under the Securities Act.
The
offering of our common stock pursuant to the Sales Agreement will terminate automatically upon the sale of all shares of our common stock
subject to the Sales Agreement or as otherwise permitted therein. We or the Sales Agents may terminate the Sales Agreement at any time
upon written notice to the other party.
Any
portion of the $250,000,000 included in this prospectus supplement not previously sold or included in an active placement notice
pursuant to the Sales Agreement, may be later made available for sale in other offerings pursuant to the accompanying base prospectus,
and if no shares have been sold under the Sales Agreement, the full $250,000,000 of securities may be later made available for
sale in other offerings pursuant to the accompanying base prospectus.
Our
common stock is traded on The Nasdaq Capital Market under the trading symbol “BLNK.” The transfer agent for our common stock
is Worldwide Stock Transfer, LLC.
The
Sales Agents and/or their respective affiliates have in the past and may in the future provide various investment banking, commercial
banking, financial advisory and other financial services for us and our affiliates, for which services they have received and may in
the future receive customary fees. In the course of their business, the Sales Agents may actively trade our securities for their own
account or for the accounts of customers, and, accordingly, the Sales Agents may at any time hold long or short positions in such securities.
The Sales Agents and their respective affiliates may also communicate independent investment recommendations, market color or trading
ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or
recommend to clients that they should acquire, long and/or short positions in such securities and instruments. This prospectus supplement
and the accompanying base prospectus in electronic format may be made available on a website maintained by the Sales Agents, who may
distribute this prospectus supplement and the accompanying base prospectus electronically.
DESCRIPTION
OF CAPITAL STOCK
The
following description is a summary of the terms of our common stock, which is registered under Section 12(b) of the Exchange Act. The
following description is qualified in its entirety by reference to our Articles of Incorporation, and Bylaws, each of which is incorporated
by reference in this prospectus supplement, and certain applicable provisions of the Nevada Revised Statutes.
General
Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of preferred
stock, par value $0.001 per share. As of September 1, 2022, 50,846,226 shares of common stock were issued and outstanding, and no shares
of preferred stock were issued or outstanding.
Common
Stock
Dividend
Rights. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common
stock may, pursuant to Article VI of our Bylaws, receive dividends out of funds legally available if our board, in its discretion, determines
to issue dividends and then only at the times and in the amounts that our board may determine. We have not paid any dividends on our
common stock and do not contemplate doing so in the foreseeable future.
Voting
Rights. In accordance with Nevada Revised Statutes Section 78.350, holders of our common stock are entitled to one vote for each
share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors
in our Articles of Incorporation.
No
Preemptive or Similar Rights. In accordance with Nevada Revised Statutes Section 78.267, our common stock is not entitled to preemptive
rights and is not subject to conversion, redemption or sinking fund provisions.
Right
to Receive Liquidation Distribution. In accordance with Nevada Revised Statutes Sections 78.565 to 78.620, if we become subject to
a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable among
the holders of our common stock and our participating preferred stock outstanding at that time, subject to prior satisfaction of all
outstanding debt and liabilities and the preferential rights and payment of liquidation preferences on any outstanding shares of preferred
stock.
Fully
Paid and Non-Assessable. In accordance with Nevada Revised Statutes Sections 78.195 and 78.211 and the assessment of our Board, all
of the outstanding shares of our common stock are fully paid and nonassessable.
Nasdaq
Capital Market. Our shares of common stock are traded on The Nasdaq Capital Market under the symbol “BLNK.”
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC, Hackensack, New Jersey.
Blank
Check Preferred Stock
We
are authorized to issue 40,000,000 shares of preferred stock, par value $0.001 per share. Pursuant to our Articles of Incorporation,
our Board is authorized to authorize and issue preferred stock and to fix the designations, preferences and rights of the preferred stock
pursuant to a board resolution. Our Board may designate the rights, preferences, privileges and restrictions of the preferred stock,
including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number
of shares constituting any series or the designation of any series.
Anti-Takeover
Effects of Nevada Law and Our Articles of Incorporation and Bylaws
Provisions
of the Nevada Revised Statutes and our Articles of Incorporation and Bylaws could make it more difficult to acquire us by means of a
tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would
be expected to discourage certain types of takeover practices and takeover bids our Board may consider inadequate and to encourage persons
seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging
takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their
terms.
Blank
Check Preferred. Our Articles of Incorporation permit our Board to issue preferred stock with voting, conversion and exchange rights
that could negatively affect the voting power or other rights of our common stockholders. The issuance of our preferred stock could delay
or prevent a change of control of our company.
Board
Vacancies to be filled by Remaining Directors. Our Bylaws provide that casual vacancies on the Board may be filled by the remaining
directors then in office.
Removal
of Directors by Stockholders. Our Bylaws and the Nevada Revised Statutes provide that directors may be removed with or without cause
at any time by a vote of two-thirds of the stockholders entitled to vote thereon, at a special meeting of the stockholders called for
that purpose.
Stockholder
Action. Our Bylaws provide that special meetings of the stockholders may be called by the Board or such person or persons authorized
by the Board.
Amendments
to our Articles of Incorporation and Bylaws. Under the Nevada Revised Statutes, our Articles of Incorporation may not be amended
by stockholder action alone. Amendments to our Articles of Incorporation require a board resolution approved by the majority of the outstanding
capital stock entitled to vote. Our Bylaws may only be amended by a majority vote of the stockholders at any annual meeting or special
meeting called for that purpose. Subject to the right of stockholders as described in the immediately preceding sentence, the Board has
the power to make, adopt, alter, amend and repeal, from time to time, our Bylaws.
Nevada
Anti-Takeover Statute. We may be subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised Statutes
Sections 78.411 to 78.444) which prohibits an “interested stockholder” from entering into a “combination” with
the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with affiliates
and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s capital
stock entitled to vote.
Limitations
on Liability and Indemnification of Officers and Directors
The
Nevada Revised Statutes limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages
for breaches of directors’ fiduciary duties as directors. Our Bylaws include provisions that require the company to indemnify our
directors or officers against monetary damages for actions taken as a director or officer of our company. We are also expressly authorized
to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities.
Our Articles of Incorporation do not contain any limiting language regarding director immunity from liability.
The
limitation of liability and indemnification provisions under Nevada Revised Statutes and in our Articles of Incorporation and Bylaws
may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also
have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder,
to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover,
the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely
affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval,
except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and
employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
LEGAL
MATTERS
Olshan
Frome Wolosky LLP, New York, New York, will pass upon the validity of the issuance of the common stock offered by this prospectus supplement
as our counsel. Certain legal matters in connection with this offering will be passed upon for the Sales Agents by Latham & Watkins
LLP.
EXPERTS
The
consolidated financial statements of Blink Charging Co. as of December 31, 2021 and 2020, and for each of the years in the three-year
period ended December 31, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as
of December 31, 2021 have been so incorporated by reference herein and in the registration statement in reliance upon the report of Marcum
LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts
in accounting and auditing.
The
consolidated financial statements of SemaConnect and its subsidiaries as of December 31, 2021 and for the year ended December
31, 2021 incorporated by reference in this prospectus supplement have been so incorporated in reliance on the report of BDO
USA, LLP, an independent public accounting firm, incorporated herein by reference, given on the authority of said firm as experts
in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding SemaConnect’s
and its subsidiaries’ ability to continue as a going concern.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3ASR (File No. 333-251919), of which this prospectus supplement and the accompanying
base prospectus are a part, under the Securities Act, to register the shares of common stock offered by this prospectus supplement. However,
this prospectus supplement and the accompanying base prospectus do not contain all of the information contained in the registration statement
and the exhibits and schedules to the registration statement. We encourage you to carefully read the registration statement and the exhibits
and schedules to the registration statement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC,
including us.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “BLNK.” General information about our company, including
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits
to those reports, are available free of charge through our website at www.blinkcharging.com as soon as reasonably practicable after we
file them with, or furnish them to, the SEC. Information on, or that can be accessed through, our website is not incorporated into this
prospectus supplement or other securities filings and is not a part of these filings.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
“incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is an important
part of this prospectus supplement and information that we file subsequently with the SEC will automatically update this prospectus supplement.
We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act after initial filing of the registration statement that contains the prospectus and prior to the time that we sell
all the securities offered by this prospectus supplement (in each case, except for the information furnished under Item 2.02 or Item
7.01 in any current report on Form 8-K and Form 8-K/A):
|
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 16, 2022, as amended on Form 10-K/A filed
with the SEC on April 29, 2022; |
|
|
|
|
● |
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, filed with the SEC on May 10, 2022, and June 30, 2022, filed
with the SEC on August 9, 2022; |
|
|
|
|
● |
Our
Current Reports on Form 8-K filed with the SEC on February
11, 2022, April
7, 2022, April
26, 2022, May
24, 2022, June
14, 2022 (Item 1.01 only), June
21, 2022 (Items 2.01 and 3.02 only), July
13, 2022, July
15, 2022, August
2, 2022, August
31, 2022 and the
Form 8-K/A filed with the SEC on September 1, 2022; and |
|
|
|
|
● |
the
description of our common stock contained or incorporated by reference in our Registration Statement on Form 8-A, filed on February 7, 2018, including any amendment or reports filed for the purpose of updating this description. |
You
may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference
into that filing) at no cost, by writing to or telephoning us at the following address:
Blink
Charging Co.
605
Lincoln Road, 5th Floor
Miami
Beach, Florida 33139
(305)
521-0200
Attn:
Corporate Secretary
Blink
Charging Co.
Common
Stock Preferred Stock
Warrants
Rights
Units
We
may offer from time to time:
|
● |
shares
of our common stock, par value $0.001 per share; |
|
● |
shares
of our preferred stock, par value $0.001 per share; |
|
● |
warrants
to purchase any of the other securities that may be sold under this prospectus; |
|
● |
rights
to purchase any of the other securities that may be sold under this prospectus; and |
|
● |
units
comprised of the foregoing securities in any combination. |
In
addition, certain selling stockholders may from time to time offer and sell shares of our common stock. We will not receive any
of the proceeds from the sale of shares of our common stock by selling stockholders, if any, pursuant to this prospectus.
We
will provide specific terms of any offering, including the price of the securities to the public, in supplements to this prospectus.
In any prospectus supplement relating to any sales by the selling stockholders, we will, among other things, identify the number
of shares of our common stock that the selling stockholders will be selling. These securities may be offered separately or together
in any combination and as separate series. You should read this prospectus and any applicable prospectus supplement and free writing
prospectus carefully before you invest in our securities.
We
or any selling stockholders may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these methods. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution.” We reserve the sole right to accept, and together
with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities.
If we or any selling stockholders use any agents, dealers or underwriters to sell the securities, we will name them and describe
their compensation in the applicable prospectus supplement. The price to the public of those securities and the net proceeds we
or any selling stockholders expect to receive from that sale will be set forth in the applicable prospectus supplement. The prospectus
supplement will also contain more specific information about the offering.
Our
shares of common stock and warrants trade on the Nasdaq Capital Market under the symbols BLNK and BLNKW, respectively. On January
5, 2021, the closing prices of our common stock and warrants were $40.59 and $36.13, respectively. Each prospectus
supplement will indicate if the securities offered thereby will be listed on any securities exchange or market.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 2 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is January 6, 2021
TABLE
OF CONTENTS
In
this prospectus, except as otherwise indicated, the words “Blink,” “Blink Charging” or the “Registrant”
refer to Blink Charging Co. and the words “company,” “we,” “us,” “our” and “ours”
refer to Blink Charging Co. together with its consolidated subsidiaries. In this prospectus, references to “common stock,”
“preferred stock,” “warrants,” “rights” and “units” are to the common stock and
preferred stock of Blink Charging, and warrants, rights or units issued by Blink Charging.
You
should rely only on information contained or incorporated by reference in this prospectus. Neither we, any selling stockholders,
nor any underwriters have authorized any person to provide you with information that differs from what is contained or incorporated
by reference in this prospectus. If any person does provide you with information that differs from what is contained or incorporated
by reference in this prospectus, you should not rely on it. This prospectus is not an offer to sell or the solicitation of an
offer to buy any securities other than the securities to which it relates, or an offer or solicitation in any jurisdiction where
offers or sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus,
even though this prospectus may be delivered or shares may be sold under this prospectus on a later date. Our business, financial
condition, results of operation and prospects may have changed since those dates.
About
This Prospectus
This
prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the
“SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended
(the “Securities Act”), using a “shelf” registration process. Under the shelf registration process, we
may from time to time, offer and sell to the public any or all of the securities in the registration statement in one or more
offerings. In addition, under this shelf registration process, selling stockholders may from time to time sell shares of our common
stock in one or more offerings.
This
prospectus provides you with a general description of the securities we and/or the selling stockholders may offer. Each time securities
are offered, we will provide a prospectus supplement that will describe the specific amounts, prices, and terms of the securities
we offer. The prospectus supplement will contain more specific information about the offering. The prospectus supplement also
may add, update, or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements,
includes all material information relating to this offering. If there is any inconsistency between the information in this prospectus
and the information in the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.
You should read this prospectus, any prospectus supplement and any free writing prospectus or other offering material that we
authorize together with the additional information described under the heading “Where You Can Find More Information”
and the documents incorporated by reference as described under “Incorporation of Documents By Reference” below.
We
or certain selling stockholders may sell the securities to or through underwriters, dealers or agents, or directly to purchasers.
We and our agents reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. A prospectus
supplement, which we will provide each time securities are offered, will provide the names of any underwriters, dealers or agents
involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them.
Blink
Charging Co.
Overview
of our Company
Blink
Charging Co., through its wholly-owned subsidiaries, is a leading owner, operator and supplier of proprietary electric vehicle
(“EV”) charging equipment and networked EV charging services. We serve both residential and commercial EV charging
settings, enabling EV drivers to easily recharge at various location types. Our principal line of products and services is our
Blink EV charging network (the “Blink Network”) and EV charging equipment, also known as electric vehicle supply equipment
(“EVSE”), and EV-related services.
We
are a leading owner and operator of EV charging stations in the United States. We are steadily growing the number of EV charging
stations owned and operated by us. The deployment locations for EV charging stations under the Blink owned model are chosen based
on our analysis of (i) areas where there is the greatest need for EV charging and (ii) areas where federal, state or local government
grants or rebates are available for such deployments. The Blink owned model brings meaningful revenue to our company through the
sale of electricity to our EV charging customers.
Our
Blink Network is a proprietary cloud-based software that operates, maintains and tracks the Blink EV charging stations and their
associated charging data. The Blink Network provides property owners, managers and parking companies (“Property Partners”)
with cloud-based services that enable the remote monitoring and management of EV charging stations and payment processing, and
provides EV drivers with vital station information including station location, availability and applicable fees. We offer our
Property Partners a range of deployment business models for EV charging equipment and services that generally fall into one of
the four business models below.
●
In our comprehensive turnkey business model, we own and operate the EV charging equipment, undertake and manage the installation,
maintenance and related services, and we retain substantially all of the EV charging revenue.
●
In our hybrid business model, the Property Partner incurs the installation costs, while we provide the charging equipment. We
operate and manage the EV charging station and provide connectivity of the charging station to the Blink Network. As a result,
we share a greater portion of the EV charging revenue with the Property Partner than under the turnkey model above.
●
In our host-owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, and incurs the
installation costs of the equipment, while we provide site recommendations, connectivity to the Blink Network and optional maintenance
services, and the Property Partner retains substantially all of the EV charging revenue.
●
In our Blink-as-a-service model, we own the charging station, while the Property Partner incurs the installation cost. We operate
and manage the EV charging station and the Property Partner pays us a fixed monthly fee and keeps all the charging revenues less
network connectivity and processing fees.
We
are dedicated to slowing climate change by reducing greenhouse gas emissions caused by transportation. We have strategic partnerships
across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal
locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants,
retailers, schools and universities, stadiums, supermarkets, transportation hubs and workplace locations.
As
of September 30, 2020, we had deployed 15,716 charging stations, of which 6,944 were on the Blink Network (5,512 Level 2 commercial
charging units, 101 DC Fast Charging EV chargers and 1,331 residential Level 2 Blink EV charging units), and the remainder were
non-networked or on other networks (239 Level 2 commercial charging units, 8,333 residential Level 2 Blink EV charging stations
and 200 charging stations acquired with our recent BlueLA acquisition).
Corporate
Information
We
were incorporated in Nevada in April 1998. Our principal executive offices are located at 407 Lincoln Road, Suite 704, Miami Beach,
Florida 33139-3024, and our telephone number is (305) 521-0200. We maintain a website at www.BlinkCharging.com. We make our periodic
and current reports that are filed with the SEC available, free of charge, on our website as soon as reasonably practicable after
such material is electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website
is not a part of, and is not incorporated by reference into, this prospectus or any accompanying prospectus supplement.
Note
on Covid-19
We
continue to closely monitor the impact on our business of the current outbreak of a novel strain of coronavirus (“Covid-19”).
We have taken precautions to ensure the safety of our employees, customers and business partners, while assuring business continuity
and reliable service and support to our customers. We have experienced what we expect is a temporary reduction in the usage of
our charging stations, which has resulted in a decrease in our charging service revenue. While we have not seen a significant
adverse impact to our overall financial results from Covid-19, if the pandemic continues to cause significant negative impacts
to economic conditions, our company’s results of operations, financial condition and liquidity could be adversely impacted.
Recent
Developments
BlueLA
Acquisition in California. In September 2020, in order to expand our market presence in California, we acquired through
our wholly-owned subsidiary Blink Mobility, LLC all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”),
the City of Los Angeles’ contractor for its EV carsharing services program, from Blue Systems USA, Inc. Pursuant to the
terms of an Ownership Interest Purchase Agreement, we assumed control of BlueLA’s existing infrastructure throughout Los
Angeles of EV charging stations, which we have since upgraded to our own IQ 200 charging stations.
U-Go
Charging Acquisition and DCFC Portfolio. In November 2020, we acquired the EV charging operator U-Go Stations, Inc. and
its portfolio of 44 DCFC (direct-current fast charger) charging locations. The purchase also included multiple grants awarded
to U-Go for the deployment of up to an additional 45 new charging stations. The charging stations are located primarily at hotels,
gas stations and auto dealerships, expanding our DCFC footprint across ten states including Michigan, Pennsylvania, New Jersey
and Vermont. The consideration under the terms of the acquisition agreement to U-Go’s stockholders consisted of the issuance
of shares of our common stock at closing, a future cash payment based on the fulfillment of pending projects post-closing and
the assumption of scheduled liabilities.
Warrant
Exercise Claim. A warrant to purchase up to 147,058 shares of our common stock at $4.25 per share, subject to
adjustment (the “Warrant”), was issued to JMJ Financial in early 2018. Over the prior 18 months, we had engaged
in multiple financing transactions with JMJ Financial involving instruments convertible into common shares. JMJ Financial is
currently the subject of an SEC enforcement action pending in the U.S. District Court for the Southern District of Florida.
The SEC’s complaint charges JMJ Financial with violating the registration provisions of Section 15(a)(1) of the
Securities Exchange Act of 1934, alleging that JMJ Financial was an unregistered and illegal broker-dealer from January 2015
through January 2018. The SEC seeks a permanent injunction, disgorgement of ill-gotten gains plus prejudgment interest, a
civil penalty, and a penny stock bar. In late November 2020, JMJ Financial attempted to exercise the Warrant on a cashless
basis, claiming the right to receive 126,148 shares. We declined to honor the exercise of the Warrant pending a determination
of JMJ Financial’s alleged illegal conduct. JMJ Financial has filed a lawsuit against us in the U.S. District
Court for the Southern District of New York seeking monetary damages estimated at $4.2 million or alternatively to compel
delivery of the shares. We intend to vigorously defend the claims.
Risk
Factors
Investing
in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will
contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in
our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in the
applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus
supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and
assumptions described below and discussed under Item 1A, “Risk Factors” in our annual report on Form 10-K for the
year ended December 31, 2019 and Part II, Item 1A, “Risk Factors” in our quarterly reports on Form 10-Q for the quarterly
periods ended March 31, 2020, June 30, 2020 and September 30, 2020, which are incorporated herein by reference, and may be amended,
supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectus supplement
related to a particular offering.
Risks
Related to Our Securities
There
may be no established trading market for some of our securities offered, and this could make selling such securities difficult
and also impact the price of such securities.
There
may be no established trading market for some of our securities offered by this prospectus. For example, some of our securities
may not be listed on any securities exchange or included in any automated quotation system. We cannot assure you that an active
trading market for such securities will develop or, if such market develops, that you will be able to sell such securities. If
a trading market does not develop or is not maintained, holders of the securities may experience difficulty in reselling, or an
inability to sell, such securities. As a result, the liquidity of such securities may be limited and, under certain circumstances,
nonexistent. If a market does develop, any such market may be discontinued at any time.
The
liquidity of, pricing of, and trading market for, our securities may be adversely affected by, among other things, changes in
the overall markets for debt and equity securities, changes in our financial performance and prospects, the prospects in general
for companies in our industry, the number of holders of the various securities, the interest of securities dealers in making a
market in our securities, adverse credit rating actions and prevailing interest rates.
Net
proceeds from the sale of our securities may not result in an increase in investment value.
Our
management will have considerable discretion in the application of the net proceeds from offerings pursuant to this prospectus.
For example, the net proceeds from an offering of our securities may be used for general corporate purposes. Under such circumstances,
you may not have the opportunity, as part of your investment decision, to evaluate the economic, financial, or other information
on which we base our decisions on how to use the proceeds, or to assess how the proceeds will be used.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information
about their companies. Some of the statements in this document and any documents incorporated by reference constitute “forward-looking
statements” within the meaning of Section 21E of the Exchange Act. These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses or our
industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed
or implied by any forward-looking statements.
Such
statements include statements about (i) the scope, duration and ultimate impact of the Covid-19 pandemic, (ii) delays in product
development and deployment, (iii) market acceptance of our EV charging products and related services, (iv) technological change
in the EV charging equipment industry, (v) competition in EV markets generally in the United States and abroad, (vi) results and
costs associated with governmental investigations and litigation, (vii) intellectual property issues, and (viii) other aspects
of our business identified in this prospectus, as well as other reports that we file from time to time with the SEC. In some cases,
you can identify forward-looking statements by terminology such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“tends,” “believe,” “estimate,” “predict,” “potential,” “project”
or “continue” or the negative of those terms or other comparable terminology. These statements are only predictions.
Actual events or results may differ materially because of market conditions in our industries or other factors that are in some
cases beyond our control. All of the forward-looking statements are subject to risks and uncertainties.
The
forward-looking statements are made as of the date of this prospectus or the date of the documents incorporated by reference in
this prospectus, as the case may be, and except as required by law, we do not undertake, and specifically decline, any obligation
to update any of these statements or to publicly announce the results of any revisions to these statements to reflect future events
or developments. Various factors, including but not limited to the risk factors described in the “Risk Factors” section
of this prospectus and elsewhere herein, could cause actual results to differ from those implied by the forward-looking statements.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements.
Use
of Proceeds
Unless
otherwise indicated in any applicable prospectus supplement, the net proceeds from any sale of securities by us will be used to
supplement our operating cash flows to fund EV charging station deployment and to finance the costs of acquiring or investing
in competitive and complementary businesses, products and technologies as a part of our growth strategy. We currently have no
commitments or agreements with respect to any such acquisitions or investments. We also plan to utilize a smaller portion of the
proceeds from any sale of securities by us to repay or reduce certain of our outstanding indebtedness and use any remaining proceeds
we receive for working capital and other corporate purposes. If we decide to use the net proceeds from a particular offering of
securities for a specific purpose other than as set forth above, we will describe that in the related prospectus supplement.
We
will not receive any of the proceeds from the sale of shares of our common stock by selling stockholders, if any, pursuant to
this prospectus.
General
Description of Securities That We May Sell
We
may offer and sell, at any time and from time to time:
|
● |
shares
of our common stock, par value $0.001 per share; |
|
● |
shares
of our preferred stock, par value $0.001 per share; |
|
● |
warrants
to purchase any of the other securities that may be sold under this prospectus; |
|
● |
rights
to purchase any of the other securities that may be sold under this prospectus; and |
|
● |
units
comprised of the foregoing securities in any combination. |
In
addition, the selling stockholders may sell shares of our common stock from time to time in one or more offerings.
The
terms of any securities offered will be determined at the time of sale. When particular securities are offered, a supplement to
this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.
Description
of COMMON STOCK AND PREFERRED Stock AND CERTAIN OTHER
OUTSTANDING
SECURITIES
The
following is a summary of the rights and preferences of our common stock and preferred stock and certain other outstanding securities
convertible or exercisable into our common stock. While we believe that the following description covers the material terms of
our capital stock and other securities, the description may not contain all of the information that is important to you and is
subject to and qualified in its entirety by our articles of incorporation, bylaws and the other agreements and instruments described
below, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the provisions
of applicable Nevada corporate law. We encourage you to read carefully this entire prospectus, our articles of incorporation,
bylaws and the other agreements and instruments described below for a more complete understanding of our capital stock.
General
Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of
preferred stock, par value $0.001 per share. As of December 31, 2020, 35,950,025 shares of common stock were issued and
outstanding and no shares of preferred stock were issued or outstanding.
In
addition, as of December 31, 2020, there were an aggregate of 3,893,223 shares of our common stock issuable upon exercise
of outstanding warrants and 620,838 shares of our common stock issuable upon exercise of outstanding stock options.
Common
Stock
Dividend
Rights. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of
our common stock may, pursuant to Article VI of our bylaws, receive dividends out of funds legally available if our board, in
its discretion, determines to issue dividends and then only at the times and in the amounts that our board may determine. We have
not paid any dividends on our common stock and do not contemplate doing so in the foreseeable future.
Voting
Rights. In accordance with Nevada Revised Statutes Section 78.350, holders of our common stock are entitled to one vote
for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election
of directors in our articles of incorporation.
No
Preemptive or Similar Rights. In accordance with Nevada Revised Statutes Section 78.267, our common stock is not entitled
to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Right
to Receive Liquidation Distribution. In accordance with Nevada Revised Statutes Sections 78.565 to 78.620, if we become
subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be
distributable among the holders of our common stock and our participating preferred stock outstanding at that time, subject to
prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences
on any outstanding shares of preferred stock.
Fully
Paid and Non-Assessable. In accordance with NRS Sections 78.195 and 78.211 and the assessment of our board, all of the
outstanding shares of our common stock are, and the shares of our common stock to be issued pursuant to this offering will be,
fully paid and nonassessable.
Nasdaq
Capital Market. Our shares of common stock trade on the Nasdaq Capital Market under the symbol BLNK.
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC, Hackensack,
New Jersey.
Preferred
Stock
We
are authorized to issue 40,000,000 shares of preferred stock, par value $0.001 per share. Pursuant to our articles of incorporation,
our board is authorized to authorize and issue preferred stock and to fix the designations, preferences and rights of the preferred
stock pursuant to a board resolution. Our board may designate the rights, preferences, privileges and restrictions of the preferred
stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms
and the number of shares constituting any series or the designation of any series.
The
issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our
common stock, impairing the liquidation rights of our common stock, or delaying, deterring or preventing a change in control.
Such issuance could have the effect of decreasing the market price of our common stock. We will describe the particular terms
of any preferred stock in more detail in the applicable prospectus supplement.
2018
IPO Warrants
In
February 2018, we issued publicly-traded warrants to purchase an aggregate of 8,706,000 shares of our common stock as part of
a unit sold in our initial public offering. As of December 31, 2020, publicly-traded warrants to purchase 2,805,081 shares
of common stock were outstanding, having the following terms and provisions:
Exercisability.
The warrants are exercisable at any time after their original issuance and at any time up to the date that is five years
after their original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering
to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common
stock underlying the warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption
from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available
funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance
of the shares of common stock underlying the warrants under the Securities Act is not effective or available and an exemption
from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion,
elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number
of shares of common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will
be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash
equal to the fractional amount multiplied by the exercise price.
Exercise
Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect
to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder
may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage
shall not be effective until 61 days following notice from the holder to us.
Exercise
Price. The exercise price per whole share of common stock purchasable upon exercise of the warrants is $4.25 per share.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets,
including cash, stock or other property to our stockholders.
Transferability.
Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange
Listing. Our warrants trade on the Nasdaq Capital Market under the symbol “BLNKW.”
Warrant
Agent. The warrants were issued in registered form under a warrant agency agreement between Worldwide Stock Transfer,
LLC, as warrant agent, and us.
Fundamental
Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all
of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our
outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding
common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental
transaction.
Rights
as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares
of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including
any voting rights, until the holder exercises the warrant.
Governing
Law. The warrants and the warrant agency agreement are governed by New York law.
As
December 31, 2020, private warrants to purchase 1,088,142 shares of common stock were outstanding. These warrants have
substantially similar terms and provisions as the public warrants described above, but are not traded.
Anti-Takeover
Effects of Nevada Law and Our Articles of Incorporation and Bylaws
Provisions
of the Nevada Revised Statutes and our articles of incorporation and bylaws could make it more difficult to acquire us by means
of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below,
would be expected to discourage certain types of takeover practices and takeover bids our board may consider inadequate and to
encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection
of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh
the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals
could result in an improvement of their terms.
Blank
Check Preferred. Our articles of incorporation permit our board to issue preferred stock with voting, conversion and exchange
rights that could negatively affect the voting power or other rights of our common stockholders. The issuance of our preferred
stock could delay or prevent a change of control of our company.
Board
Vacancies to be filled by Remaining Directors. Our bylaws provide that casual vacancies on the board may be filled by
the remaining directors then in office.
Removal
of Directors by Stockholders. Our bylaws and the Nevada Revised Statutes provide that directors may be removed with or
without cause at any time by a vote of two-thirds of the stockholders entitled to vote thereon, at a special meeting of the stockholders
called for that purpose.
Stockholder
Action. Our bylaws provide that special meetings of the stockholders may be called by the board or such person or persons
authorized by the board.
Amendments
to our Articles of Incorporation and Bylaws. Under the Nevada Revised Statutes, our articles of incorporation may not
be amended by stockholder action alone. Amendments to our articles of incorporation require a board resolution approved by the
majority of the outstanding capital stock entitled to vote. Our bylaws may only be amended by a majority vote of the stockholders
at any annual meeting or special meeting called for that purpose. Subject to the right of stockholders as described in the immediately
preceding sentence, the board has the power to make, adopt, alter, amend and repeal, from time to time, our bylaws.
Nevada
Anti-Takeover Statute. We may be subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised
Statutes Sections 78.411 to 78.444) which prohibits an “interested stockholder” from entering into a “combination”
with the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with
affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s
capital stock entitled to vote.
Limitations
on Liability and Indemnification of Officers and Directors
The
Nevada Revised Statutes limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company
to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our company. We
are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees
and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity
from liability.
The
limitation of liability and indemnification provisions under Nevada Revised Statutes and in our articles of incorporation and
bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions
may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such
an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate
our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach
of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities
laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the
costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval,
except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions
and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Description
of Warrants
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes
the material terms and provisions of the warrants that we may offer and sell under this prospectus and any related warrant agreements
and warrant certificates. While the terms we have summarized below will apply generally to any warrants offered, we will describe
the particular terms of any series of warrants in more detail in the applicable prospectus supplement, which may differ from the
terms we describe below.
General
We
may issue, and we may offer and sell, together with other securities or separately, warrants to purchase our common stock, preferred
stock or other securities. Warrants may be issued directly to the purchasers of the warrants or under warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement.
A warrant agent will act solely as our agent in connection with the warrants of the series being offered and will not assume any
obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants The prospectus supplement
will describe, among other things, the following terms, where applicable, of warrants that we may offer:
|
● |
the
title of the warrants; |
|
|
|
|
● |
the
designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating
to the exercise of such warrants; |
|
|
|
|
● |
the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each such security; |
|
|
|
|
● |
the
price or prices at which the warrants will be issued and any terms for the adjustment of the price or prices; |
|
|
|
|
● |
the
aggregate number of warrants; |
|
|
|
|
● |
any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants; |
|
|
|
|
● |
the
price or prices at which the securities purchasable upon exercise of the warrants may be purchased, including provisions for
adjustment of the exercise price of the warrant; |
|
|
|
|
● |
if
applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be
separately transferable; |
|
|
|
|
● |
if
applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants; |
|
|
|
|
● |
any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; |
|
|
|
|
● |
the
date on which the right to exercise the warrants shall commence, and the date on which the right shall expire; and |
|
|
|
|
● |
the
maximum or minimum number of warrants which may be exercised at any time. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder thereof to purchase for cash the number of shares of common stock or preferred stock at the exercise
price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
Warrants
may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities.
If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued
for the remaining warrants.
Enforceability
of Rights of Holders of Warrants
Each
warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that holder’s
warrants.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, common stock, preferred stock,
warrants or any combination of those securities, as described in the applicable prospectus supplement. Each series of rights will
be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights
agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and
will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial
owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus
supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any,
to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement.
To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement
differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus
supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before
you decide whether to purchase any of our rights.
We
will provide in a prospectus supplement the following terms of the rights being issued:
|
● |
the
date of determining the stockholders entitled to the rights distribution; |
|
|
|
|
● |
the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights; |
|
|
|
|
● |
the
exercise price; |
|
|
|
|
● |
the
aggregate number of rights issued; |
|
|
|
|
● |
whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred; |
|
|
|
|
● |
the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire; |
|
|
|
|
● |
the
method by which holders of rights will be entitled to exercise; |
|
● |
the
conditions to the completion of the offering, if any; |
|
|
|
|
● |
the
withdrawal, termination and cancellation rights, if any; |
|
|
|
|
● |
whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any; |
|
|
|
|
● |
whether
stockholders are entitled to oversubscription rights, if any; |
|
|
|
|
● |
any
applicable material U.S. federal income tax considerations; and |
|
|
|
|
● |
any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable. |
Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or
other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up
to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable,
purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer
any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through
a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes
the material terms and provisions of the units that we may offer under this prospectus. Units may be offered independently or
together with common stock, preferred stock and/or warrants offered by any prospectus supplement, and may be attached to or separate
from those securities.
While
the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe
the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement. The terms
of any units offered under a prospectus supplement may differ from the terms described below.
We
will incorporate by reference into the registration statement of which this prospectus is a part the form of unit agreement, including
a form of unit certificate that describes the terms of the series of units we are offering before the issuance of the related
series of units. The following summaries of material provisions of the units and the unit agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the unit agreement applicable to a particular series of units. We urge
you to read the applicable prospectus supplements related to the units that we sell under this prospectus, as well as the complete
unit agreements that contain the terms of the units.
General
We
may issue units consisting of common stock, preferred stock, warrants, rights or any combination thereof. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including the following:
|
● |
the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately; |
|
|
|
|
● |
any
provisions of the governing unit agreement that differ from those described below; and |
|
|
|
|
● |
any
provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units. |
The
provisions described in this section, as well as those described under “Description of Common Stock,” “Description
of Preferred Stock,” “Description of Warrants” and “Description of Rights” will apply to each unit
and to any common stock, preferred stock, warrant or right included in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal
action its rights as holder under any security included in the unit.
Title
We,
the unit agent, and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
SELLING
STOCKHOLDERS
If
the registration statement of which this prospectus forms a part is used by selling stockholders for the resale of any shares
of our common stock registered hereunder, information about such selling stockholders, their beneficial ownership of our securities
and their relationship with us will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make
with the SEC under the Exchange Act that are incorporated by reference herein.
Plan
of Distribution
We
or certain selling stockholders may sell the securities in and outside the United States through underwriters or dealers, directly
to purchasers, including our affiliates, through agents, or through a combination of any of these methods. The prospectus supplement
will include the following information:
|
● |
the
terms of the offering; |
|
|
|
|
● |
the
names of any underwriters, dealers or agents; |
|
|
|
|
● |
the
name or names of any managing underwriter or underwriters; |
|
|
|
|
● |
the
purchase price of the securities; |
|
|
|
|
● |
the
net proceeds from the sale of the securities; |
|
|
|
|
● |
any
delayed delivery arrangements; |
|
|
|
|
● |
any
underwriting discounts, commissions and other items constituting underwriters’ compensation; |
|
|
|
|
● |
any
public offering price; |
|
|
|
|
● |
any
discounts or concessions allowed or re-allowed or paid to dealers; |
|
|
|
|
● |
any
commissions paid to agents; and |
|
|
|
|
● |
the
terms of any arrangement entered into with any dealer or agent. |
Sales
through Underwriters or Dealers
If
underwriters are used in the sale of any of these securities, the underwriters will acquire the securities for their own account.
The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public
either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless we or selling stockholders inform you otherwise in any prospectus supplement, the obligations of the underwriters
to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may change from time to time any public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.
During
and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions
may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection
with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members
or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities
are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open
market. If commenced, the underwriters may discontinue these activities at any time.
If
dealers are used in the sale of securities, we or the selling stockholders will sell the securities to them as principals. They
may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We or the selling
stockholders will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct
Sales and Sales through Agents
We
or the selling stockholders may sell the securities directly, and not through underwriters or agents. Securities may also be sold
through agents designated from time to time. In the prospectus supplement, we or the selling stockholders will name any agent
involved in the offer or sale of the offered securities, and we or the selling stockholders will describe any commissions payable
to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its appointment.
We
or the selling stockholders may sell the securities directly to institutional investors or others who may be deemed to be underwriters
within the meaning of the Securities Act, as amended, or the Securities Act, with respect to any sale of those securities. We
or the selling stockholders will describe the terms of any such sales in the prospectus supplement.
Delayed
Delivery Contracts
If
we or the selling stockholders so indicate in the prospectus supplement, we or the selling stockholders may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering
price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future.
The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will
describe the commission payable for solicitation of those contracts.
General
Information
We
or the selling stockholders may have agreements with the agents, dealers and underwriters to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers
or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or
perform services for, us in the ordinary course of their businesses.
Legal
Matters
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon
for us by Olshan Frome Wolosky LLP, New York, New York. If the securities are distributed in an underwritten offering, certain
legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.
Experts
The
consolidated financial statements of Blink Charging Co. for the years ended December 31, 2019 and 2018 incorporated by reference
in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report
of Marcum LLP, independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing
in giving said report.
Where
You Can Find More Information
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other
information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request
copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web
site at http://www.sec.gov.
We
have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus
does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement,
at prescribed rates, from the SEC at the address listed above.
The
registration statement and the documents referred to below under “Incorporation by Reference” are also available on
our Internet website www.BlinkCharging.com. We have not incorporated by reference into this prospectus the information on our
website, and you should not consider it to be a part of this prospectus.
Incorporation
of Documents by Reference
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement. We incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (excluding any portions of
any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K). The documents we are incorporating
by reference are as follows:
|
● |
Annual
Report on Form 10-K for the year ended December 31, 2019 filed on April 2, 2020; |
|
|
|
|
● |
Quarterly
Reports on Form 10-Q for the periods ended March 31, 2020, filed on May 13, 2020, June 30, 2020, filed on August 13, 2020,
and September 30, 2020, filed on November 13, 2020; |
|
|
|
|
● |
Current
Reports on Form 8-K, but only to the extent that the information set forth therein is “filed” rather than “furnished”
under the SEC’s rules, filed on January 10, 2020, February 11, 2020, March 13, 2020, March 24, 2020, March 30, 2020,
April 17, 2020, April 20, 2020, September 17, 2020 (as amended by Form 8-K/A filed November 25, 2020), September 18, 2020,
October 9, 2020, and November 24, 2020; |
|
|
|
|
● |
the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on February 7, 2018
(File No. 001-38392), and any amendment or report filed with the SEC for the purpose of updating the description; and |
|
|
|
|
● |
the
description of our common stock purchase warrants contained in our registration statement on Form 8-A filed with the SEC on
February 7, 2018 (File No. 001-38392), and any amendment or report filed with the SEC for the purpose of updating the description. |
All
documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement
and prior to the termination of the offering, shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents, provided, however, that the registrant is not incorporating
any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.
Any
document, and any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes
such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The
documents incorporated by reference in this prospectus may be obtained from us without charge and will be provided to each person,
including any beneficial owner, to whom a prospectus is delivered. You may obtain a copy of the documents at no cost by submitting
an oral or written request to:
Blink
Charging Co.
407
Lincoln Road, Suite 704
Miami
Beach, Florida 33139-3024
Attention:
Mr. Michael P. Rama, Chief Financial Officer
(305)
521-0200
Additional
information about us is available at our website located at www.BlinkCharging.com. Information contained on, or accessible through,
our website is not a part of, and is not incorporated by reference into, this prospectus or any accompanying prospectus supplement.
Up
to $250,000,000
Common
Stock
Blink
Charging Co.
Prospectus
Supplement
Barclays
BofA
Securities
HSBC
ThinkEquity
H.C.
Wainwright & Co.
Roth
Capital Partners
September
2, 2022
Blink Charging (NASDAQ:BLNK)
Gráfico Histórico do Ativo
De Fev 2024 até Mar 2024
Blink Charging (NASDAQ:BLNK)
Gráfico Histórico do Ativo
De Mar 2023 até Mar 2024