Current Report Filing (8-k)
02 Setembro 2022 - 5:53PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 2, 2022
BLINK
CHARGING CO. |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
001-38392 |
|
03-0608147 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
605
Lincoln Road, 5th
Floor Miami
Beach, Florida |
|
33139 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 521-0200
N/A |
(Former
name or former address, if changed since last report.) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
Stock |
|
BLNK
|
|
The
Nasdaq Stock Market LLC |
Common
Stock Purchase Warrants |
|
BLNKW |
|
The
Nasdaq Stock Market LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CURRENT
REPORT ON FORM 8-K
Blink
Charging Co. (the “Company”)
September
2, 2022
Item 1.01. |
Entry into a Material Definitive Agreement. |
On September 2, 2022, the Company
entered into a Sales Agreement (“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 (the “Agents”) to conduct
an “at-the-market” equity offering program pursuant to which the Company may issue and sell from time to time shares of its
common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000,000 (the “Shares”)
through the Agents, as the Company’s sales agents.
Subject
to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Shares from
time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time
suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. The Company has provided the Agents
with customary indemnification rights, and the Agents will be entitled to an aggregate fixed commission of up to 3% of the gross proceeds
from Shares sold.
The
Shares under the Sales Agreement 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 matter permitted by applicable law or
as otherwise agreed with the Sales Agents.
The
description of the Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to
the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The
Shares being offered pursuant to the Sales Agreement will be offered and sold pursuant to the Company’s automatic shelf registration
statement on Form S-3ASR (Registration No. 333-251919) (the “Registration Statement”) and a prospectus supplement thereto
filed with the Securities and Exchange Commission (the “SEC”) on January 6, 2021 and September 2, 2022, respectively. This
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities law of any such state or jurisdiction.
In
connection with the offering, the legal opinion of Olshan Frome Wolosky LLP as to the legality of the Shares is filed as Exhibit 5.1
to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
BLINK
CHARGING CO. |
|
|
Dated:
September 2, 2022 |
By: |
/s/
Michael D. Farkas |
|
Name: |
Michael
D. Farkas |
|
Title: |
Chairman
and Chief Executive Officer |
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