The
information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-251919
SUBJECT
TO COMPLETION, DATED FEBRUARY 6, 2023
Preliminary
Prospectus Supplement
(To
Prospectus dated January 6, 2021)
$75,000,000
BLINK
CHARGING CO.
Common
Stock
We
are offering shares of our common stock with an aggregate public offering price of approximately $75,000,000. The public
offering price for each share of common stock is $ . Our common
stock is traded on The Nasdaq Capital Market under the symbol “BLNK.” The closing price of our common stock on February 3,
2023, as reported by The Nasdaq Capital Market, was $14.06 per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 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 securities.
| |
Per Share | | |
Total | |
Public offering price | |
$ | | | |
$ | | |
Underwriting discounts and commissions(1) | |
$ | | | |
$ | | |
Proceeds to us, before expenses | |
$ | | | |
$ | | |
(1) | See
“Underwriting” beginning on page S-25 of this prospectus supplement for information
regarding compensation payable to the underwriters. |
We
have granted the underwriters an option for a period of 30 days to purchase up to an additional $11,250,000 of shares of our common
stock, less underwriting discounts and commissions. If the underwriters exercise the option to purchase
additional shares of our common stock in full, the total underwriting discounts and commissions payable by us will be $
and the total proceeds to us, before expenses, will be $ .
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
Prospectus
Supplement dated February , 2023
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 securities
offered by this prospectus supplement, 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 U.S. 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 the 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 combined document.
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” and similar references refer to Blink Charging Co. and its
consolidated subsidiaries, 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 of 1933, as amended (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, 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, June 30, 2022 and September 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 charging 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 manufacturer, 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 networks (the “Blink Networks”)
and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services.
The Blink Networks are 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 Networks provide 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 Networks also provide 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 shared.
|
● |
In
our Blink-owned turnkey business model, we incur 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 Networks. In this model, which favors recurring
revenues, we incur most costs associated with the EV charging stations; thus, we retain substantially all EV charging revenues after
deducting network connectivity and processing fees. |
|
|
|
|
● |
In
our Blink-owned hybrid business model, we incur the costs of the charging equipment while the Property Partner incurs the
costs of installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink
Networks. In this model, the Property Partner incurs the installation costs associated with the EV station; thus, we share 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 fee. |
|
|
|
|
● |
In
our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs
the installation costs. We work with the Property Partner, providing site recommendations, connectivity to the Blink Networks, 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, we own and operate the EV charging station, while the Property Partner incurs the installation
cost. The Property Partner pays us a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity
and processing fees. |
As
part of our 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 being a leader
in the build out of EV charging infrastructure and of maximizing our 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 September 30, 2022, we sold or deployed 58,907 chargers, of which 43,926 were in Blink’s
Networks (26,883 Level 2 publicly accessible commercial chargers, 15,299 Level 2 private commercial chargers, 231 DC Fast Charging EV
publicly accessible chargers, 91 DC Fast Charging EV private chargers, and 1,422 residential Level 2 Blink EV chargers, included herein
are 3,072 chargers pending to be commissioned). Included in Blink Networks are 4,354 chargers owned by us. The remaining 14,981 were
non-networked, on other networks or international sales or deployments (925 Level 2 commercial chargers, 20 DC Fast Charging chargers,
10,661 residential Level 2 Blink EV chargers, 2,237 sold to other U.S. Networks, 1,058 sold internationally and 80 deployed internationally).
The charger units noted above are net of swap-out or replacement units.
SemaConnect
Acquisition
On
June 15, 2022, we completed the acquisition of SemaConnect, Inc., a competing EV charging company (“SemaConnect”), pursuant
to an Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and
Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative). Following the closing of
the acquisition, SemaConnect became a wholly owned subsidiary of our company.
The
acquisition added nearly 13,000 EV chargers to our existing footprint, an additional 3,800 site host locations and more than 150,000
registered EV driver members. SemaConnect’s manufacturing facility in Maryland helps to allow us to comply with the Buy American
mandates and we believe positions us to significantly capitalize on the $7.5 billion Biden Administration EV infrastructure bill and
assist with the Administration’s goal of building out the first-ever national network of 500,000 EV chargers along America’s
highways and in communities. This acquisition helps position us to assist the Administration’s development of a national EV charging
network that would provide interoperability among different charging companies and be user-friendly, reliable and accessible to all Americans.
Recent
Developments
Preliminary
Fourth Quarter and Fiscal 2022 Results
Set
forth below are certain estimated preliminary unaudited financial results and other data for the fourth quarter ended December 31, 2022
and the corresponding period of the prior fiscal year, as well as fiscal year ended December 31, 2022 and the corresponding period of
the prior fiscal year. Our unaudited interim consolidated financial statements for the fourth quarter ended December 31, 2022 and fiscal
year ended December 31, 2022 are not yet available. These ranges are based on the information available to us as of the date of this
prospectus. These are forward-looking statements and may differ from actual results. We have provided ranges, rather than specific amounts,
because these results are preliminary and subject to change. Our actual results may vary from the estimated preliminary results presented
below due to the completion of our financial closing and other operational procedures, final adjustments and other developments that
may arise between now and the time the financial results for the fourth quarter ended December 31, 2022 and fiscal year ended December
31, 2022 are finalized.
These
estimates should not be viewed as a substitute for our full interim or annual audited financial statements prepared in accordance with
U.S. generally accepted accounting principles (“GAAP”). Accordingly, you should not place undue reliance on this preliminary
data. See the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for additional
information regarding factors that could result in differences between the preliminary estimated ranges of our financial and other data
presented below and the actual financial and other data we will report for the fourth quarter ended December 31, 2022 and fiscal year
ended December 31, 2022.
The
estimated preliminary financial results for the fourth quarter ended December 31, 2022 and fiscal year ended December 31, 2022 have been
prepared by, and are the responsibility of, management. Our independent registered public accounting firm, Marcum LLP, has not audited,
reviewed, compiled or performed any procedures with respect to the estimated preliminary financial results. Accordingly, Marcum LLP does
not express an opinion or any other form of assurance with respect thereto.
For
the fourth quarter ended December 31, 2022, we expect:
|
● |
Revenue
to be between $21 million and $23 million, as compared to revenue of approximately $8 million for the fourth quarter ended December
31, 2021, an increase of approximately 175% at the midpoint. |
|
|
|
|
● |
Gross
profit to be between $6 million and $7 million, as compared to gross profit of $1.4 million for the fourth quarter ended December
31, 2021, an increase of approximately 364% at the midpoint. |
|
|
|
|
● |
Adjusted
EBITDA to be between $(18) million and $(15) million, as compared to adjusted EBITDA of $(9) million for the fourth quarter ended
December 31, 2021, an increase of approximately (83)% at the midpoint. |
For
the fiscal year ended December 31, 2022, we expect:
|
● |
Revenue
to be between $60 million and $62 million, as compared to revenue of $21 million for the fiscal year ended December 31, 2021, an
increase of approximately 190% at the midpoint. |
|
|
|
|
● |
Gross
profit to be between $14 million and $15 million, as compared to gross profit of $3 million for the fiscal year ended December 31,
2021, an increase of approximately 383% at the midpoint. |
|
|
|
|
● |
Adjusted
EBITDA to be between $(64) million and $(61) million, as compared to adjusted EBITDA of $(33) million for the fiscal year ended December
31, 2021, an increase of approximately (89)% at the midpoint. |
|
|
|
|
● |
Cash
and cash equivalents to total approximately $36 million, as compared to cash and cash equivalents of $175 million at December 31,
2021, a decrease of approximately 79%. |
To
supplement our financial statements presented in accordance with GAAP, we report non-GAAP financial measures, including non-GAAP adjusted
EBITDA. Our management uses adjusted EBITDA for forecasting and budgeting, and as a proxy for operating cash flow. Adjusted EBITDA is
not a financial measure calculated in accordance with GAAP and should not be considered in isolation, or as an alternative to net income,
operating income or other financial measures reported under GAAP. We define adjusted EBITDA as earnings (loss) before interest income
(expense), depreciation and amortization, stock-based compensation, and acquisition related costs. Other companies (including our competitors)
may define adjusted EBITDA differently. We present adjusted EBITDA because we believe it to be an important supplemental measure of performance
that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in a similar industry.
Our management also uses this information internally for forecasting, budgeting and performance-based executive compensation. It may
not be indicative of the historical operating results nor is it intended to be predictive of potential future results. Included below
are reconciliations of preliminary and estimated non-GAAP financial measures to the comparable GAAP financial measures for the fourth
quarter ended December 31, 2022 and fiscal year ended December 31, 2022.
| |
Fourth Quarter Ended December 31, | |
| |
| | |
2022 Estimated | |
(In thousands) | |
2021 Actual | | |
Low | | |
High | |
Net Loss | |
$ | (18,974 | ) | |
$ | (26,000 | ) | |
$ | (23,000 | ) |
Add: | |
| | | |
| | | |
| | |
Interest expense | |
$ | (3 | ) | |
$ | 1,000 | | |
$ | 1,000 | |
Depreciation and amortization | |
$ | 1,045 | | |
$ | 4,000 | | |
$ | 4,000 | |
EBITDA | |
$ | (17,932 | ) | |
$ | (21,000 | ) | |
$ | (18,000 | ) |
Add: | |
| | | |
| | | |
| | |
Stock-based compensation | |
$ | 8,800 | | |
$ | 2,000 | | |
$ | 2,000 | |
Acquisition-related costs | |
$ | - | | |
$ | 1,000 | | |
$ | 1,000 | |
Adjusted EBITDA | |
$ | (9,132 | ) | |
$ | (18,000 | ) | |
$ | (15,000 | ) |
| |
Fiscal Year Ended December 31, | |
| |
| | |
2022 Estimated | |
(In thousands) | |
2021 Actual | | |
Low | | |
High | |
Net Loss | |
$ | (55,119 | ) | |
$ | (89,000 | ) | |
$ | (86,000 | ) |
Add: | |
| | | |
| | | |
| | |
Interest expense | |
$ | (9 | ) | |
$ | 2,000 | | |
$ | 2,000 | |
Depreciation and amortization | |
$ | 2,731 | | |
$ | 9,000 | | |
$ | 9,000 | |
EBITDA | |
$ | (52,397 | ) | |
$ | (78,000 | ) | |
$ | (75,000 | ) |
Add: | |
| | | |
| | | |
| | |
Stock-based compensation | |
$ | 19,108 | | |
$ | 10,000 | | |
$ | 10,000 | |
Acquisition-related costs | |
$ | 316 | | |
$ | 4,000 | | |
$ | 4,000 | |
Adjusted EBITDA | |
$ | (32,973 | ) | |
$ | (64,000 | ) | |
$ | (61,000 | ) |
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.
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 |
|
$75,000,000 of shares, which represents
5,334,281 shares of our common stock, based on an assumed public offering price of $14.06 per share, the last reported sale
price of our common stock on The Nasdaq Capital Market on February 3, 2023. |
|
|
|
Option
to purchase additional shares |
|
We
have granted to the underwriters the option, exercisable for 30 days from the date of the final prospectus supplement, to purchase
up to an additional $11,250,000 of shares, which represents 800,142 shares of our common stock, based on an assumed public
offering price of $14.06 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on February 3,
2023, less underwriting discounts and commissions. |
|
|
|
Common
stock to be outstanding after this offering |
|
56,858,232 shares
of common stock, based on an assumed public offering price of $14.06 per share, the last reported sale price of our common stock
on The Nasdaq Capital Market on February 3, 2023 (or 57,658,374 shares assuming the underwriters exercise their option to
purchase additional shares of our common stock in full). |
|
|
|
Use
of proceeds |
|
We
intend to use the net proceeds from this offering to fund EV charging station deployments, to finance the costs of acquiring
or investing in competitive and complementary businesses, products and technologies as a part of our growth strategy, and
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.” |
|
|
|
No
sales of similar securities |
|
We
and certain of our executive officers and directors have agreed, subject to certain exceptions, not to sell or transfer any common
stock and certain related securities for a period of 90 days after the date of this prospectus supplement without the prior written
consent of Barclays Capital Inc. See “Underwriting.” |
|
|
|
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 investing in our securities. |
|
|
|
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 51,523,951 shares
of common stock outstanding as of February 3, 2023, and excludes, as of February 3, 2023, 1,535,277 shares of our common
stock issuable upon the exercise of outstanding warrants and 1,060,535 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 such outstanding warrants or stock options.
RISK
FACTORS
An
investment in our securities 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 securities. 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 securities. 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 and Ownership of our Securities
Our
common stock price fluctuated significantly in 2022 and is likely to continue to fluctuate from its current level in 2023.
The
market price of shares of our common stock fluctuated significantly in 2022 and is likely to continue to fluctuate from its current level
in 2023. During 2022 and through February 3, 2023, for example, the market closing price of our shares ranged from a low of $9.85
per share to a high of $29.99 per share and, as of February 3, 2023, our stock price was $14.06 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 our stock price will increase to previously higher levels.
Our
actual results may vary from our preliminary fourth quarter ended December 31, 2022 and fiscal year ended December 31, 2022 results included
in the “Prospectus Supplement Summary – Recent Developments” and the variances may be material.
This
prospectus supplement contains certain preliminary unaudited financial results for our fourth quarter ended December 31, 2022 and fiscal
year ended December 31, 2022. Upon completion of our auditor’s review of the results for the fourth quarter ended and fiscal year
ended December 31, 2022, it is possible significant changes to such preliminary results may be necessary. Finally, such preliminary unaudited
financial results do not reflect all of our material financial information as of and for the fourth quarter ended and fiscal year ended
December 31, 2022, and we therefore caution you not to place undo reliance on them. See “Special Note Regarding Forward-Looking
Statements” for a discussion of factors that may cause our actual results to vary from our estimates.
You
will experience immediate and substantial dilution from this offering.
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 $75,000,000 of shares of our common stock are sold at the assumed public offering
price of $14.06 (the last reported sale price of our common stock on The Nasdaq Capital Market on February 3,
2023), and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution
of $ per share, representing the difference between our as adjusted net tangible
book value per share as of September 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.
In
addition, as of September 30, 2022, we had outstanding warrants to purchase an aggregate of 1,600,529 shares of our common stock
and outstanding stock options to purchase an aggregate of 1,055,217 shares of our common stock. To the extent these outstanding
warrants and stock options are exercised, there will be further dilution to investors 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 fund EV charging station
deployments, to finance the costs of acquiring or investing in competitive and complementary businesses, products and technologies
as a part of our growth strategy, and for 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.
We
have a significant number of shares of common stock issuable upon exercise of outstanding warrants and stock options, and an ATM common
stock program in place; the issuance of such shares could have a significant dilutive impact on our stockholders.
As
of February 3, 2023, we had outstanding warrants to purchase 1,535,277 shares of common stock and stock options to purchase
1,060,535 shares of common stock. Our Articles of Incorporation authorize us to issue up to 500 million shares of common stock,
which would permit us to issue up to an additional approximately 445.8 million authorized, unissued shares of common stock after
giving effect to the approximate number of shares of common stock to be outstanding after this offering and the number of shares to be
reserved for issuance under warrants and stock options. We also have an at-the-market (“ATM”) program in place pursuant to
which we may issue up to $250 million of our common stock from time to time in the public markets and have reserved shares of common
stock for this purpose. Accordingly, 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, 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.
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.
Risks
Related to our Business
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 $63.4 million for the nine months ended September 30, 2022. As of September 30, 2022, we had net working capital
of approximately $64 million and an accumulated deficit of approximately $306 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
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 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. Further, our
management has determined that unless we raise sufficient capital, there is substantial doubt as to whether we will have sufficient funds
to continue as a going concern. Therefore, our ability to continue as a going concern is dependent upon our ability to further implement
our business plans and generate sufficient revenue and in our ability to raise additional capital, including in this offering. 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 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, and a substantial doubt regarding our ability to continue as a going concern
may arise.
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.
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
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.
The
enactment of legislation implementing changes in tax legislation or policies in different geographic jurisdictions including the United
Kingdom, the United States and several European countries could materially impact our business, financial condition and results of operations.
We
conduct business globally and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate could be
materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof
(such as the United States Inflation Reduction Act of 2022 which, among other changes, introduced a 15% corporate minimum tax on certain
United States corporations and a 1% excise tax on certain stock redemptions by United States corporations); tax policy initiatives and
reforms under consideration (such as those related to the Organization for Economic Co-Operation and Development’s (“OECD”)
Base Erosion and Profit Shifting, or BEPS, project, the European Commission’s state aid investigations and other initiatives);
the practices of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations
and any related interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment
income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid.
We
are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business,
but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we
operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our Consolidated Statement of
Financial Position, and otherwise affect our future results of operations, cash flows in a particular period and overall or effective
tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity,
burden and cost of tax compliance.
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 operate, our customers, our delivery
of products and customer service, 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 product 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 recent acquisitions of SemaConnect, as well as future acquisitions. Other risks involving potential future and completed
acquisitions and strategic investments include:
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risks
associated with conducting due diligence; |
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problems
integrating the purchased businesses, products and technologies; |
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inability
to achieve the anticipated synergies and overpaying for acquisitions or unanticipated costs associated with acquisitions; |
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invalid
sales assumptions for potential acquisitions; |
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issues
maintaining uniform standards, procedures, controls and policies; |
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diversion
of management’s attention from our core business; |
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adverse
effects on existing business relationships with suppliers, distributors and customers; |
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risks
associated with entering new markets in which we have limited or no experience; |
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potential
loss of key employees of acquired businesses; and |
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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.
The
risk of loss of our intellectual property, trade secrets or other sensitive business or customer confidential information, and disruption
of operations due to cyberattacks or data breaches could negatively impact our financial results.
Cyberattacks
or data breaches could compromise confidential, business-critical information, cause disruptions in our operations, expose us to potential
litigation or harm our reputation. We have important assets, including intellectual property, trade secrets, and other sensitive business-critical
and/or confidential information which may be vulnerable to such incidents. While we have a comprehensive cybersecurity program that is
continually reviewed, maintained and upgraded, we cannot assure that we are invulnerable to cyberattacks and data breaches which, if
significant, could negatively impact our business and financial results.
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
estimate that we will receive net proceeds of $ million, or
$ million if the underwriters exercise their option to purchase additional
shares in full, from the sale of the shares of our common stock offered by us in this offering, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us.
We
intend to use the net proceeds from the sale of the shares of our common stock offered by us to fund EV charging station deployments,
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 the net 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 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.
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 our securities in this offering, your ownership interest will be immediately diluted to the extent of the difference between
the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately
following completion of this offering.
As
of September 30, 2022, our net tangible book value was $39.39 million, or $0.77 per share of our common stock. Net tangible book value
is the amount of our total tangible assets less our total liabilities. Net tangible book value per share is determined by dividing our
net tangible book value by the aggregate number of shares of our common stock outstanding as of September 30, 2022.
Our
as adjusted net tangible book value as of September 30, 2022, which is our net tangible book value at that date, after giving effect
to the sale of shares of our common stock in this offering at the public offering price of $ per share and after deducting underwriting
discounts and commissions and estimated offering expenses would have been $ million, or $ per share. This represents an immediate
increase in as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution of $ per
share to investors participating in this offering. Dilution per share to investors participating in this offering is determined by subtracting
the as adjusted net tangible book value per share immediately following completion of this offering from the public offering price per
share paid by investors in this offering.
The
following table illustrates this per share dilution based on shares outstanding as of September 30, 2022:
Public offering price per share of common stock | |
| | | |
$ | | |
Net tangible book value per share as of September 30, 2022 | |
$ | 0.77 | | |
| | |
Increase in net tangible book value per share attributable to investors participating in this offering | |
$ | | | |
| | |
As adjusted net tangible book value per share after this offering | |
| | | |
$ | | |
Dilution per share to investors participating in this offering | |
| | | |
$ | | |
If
the underwriters exercise their option to purchase additional shares from us in full, the as adjusted net tangible book value will
increase to $ per share, representing an immediate increase in as adjusted net tangible book value to existing stockholders of $
per share, and immediate dilution of $ per share to investors participating in this offering.
The
above discussion and table excludes 1,600,529 shares of our common stock issuable upon the exercise of outstanding warrants and
1,055,217 shares of our common stock issuable upon the exercise of outstanding stock options under our 2018 Incentive Compensation
Plan, each as of September 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 or exercisable into shares of common
stock in the future, there will be further dilution to investors participating in this offering.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
The
following description of our common stock summarizes the material terms and provisions thereof, including the material terms of the common
stock we are offering under this prospectus supplement and the accompanying prospectus. 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 February 3, 2023, 51,523,951 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 our company by means of a proxy contest, tender offer, merger or otherwise.
CERTAIN
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
The
following is a general discussion of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the
ownership and disposition of shares of our common stock acquired in this offering. This discussion is for general information only and
is not tax advice. Accordingly, all prospective holders of our common stock should consult their own tax advisors with respect to the
U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock. This discussion
is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing and proposed
U.S. Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, all as in effect as of the date
of this prospectus, all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any change could
alter the tax consequences described in this prospectus. We assume in this discussion that each non-U.S. holder holds shares of our common
stock as capital assets within the meaning of Section 1221 of the Code (generally property held for investment).
This
discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light
of that non-U.S. holder’s individual circumstances, does not address any alternative minimum tax or the Medicare contribution taxes,
and does not address any aspects of U.S. state, local or non-U.S. taxes or any U.S. federal taxes other than income tax. This discussion
also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address aspects of U.S. federal
income taxation that may be applicable to non-U.S. holders that are subject to special tax rules, including without limitation:
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insurance
companies; |
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tax-exempt
organizations; |
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financial
institutions; |
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brokers
or dealers in securities; |
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regulated
investment companies; |
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real
estate investment trusts; |
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pension
plans, individual retirement accounts and other tax deferred accounts; |
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persons
that mark their securities to market; |
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controlled
foreign corporations; |
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passive
foreign investment companies; |
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“dual
resident” corporations; |
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persons
that receive our common stock as compensation for the performance of services pursuant to the exercise of an employee stock option
or otherwise; |
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owners
that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; |
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persons
that have a functional currency other than the U.S. dollar; and |
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certain
U.S. expatriates. |
In
addition, this discussion does not address the tax treatment of entities or arrangements treated as partnerships or other pass-through
entities for U.S. federal income tax purposes, or persons who hold our common stock through such partnerships or other pass-through entities
for U.S. federal income tax purposes. A partner in a partnership or other pass-through entity that will hold our common stock should
consult his, her or its own tax advisor regarding the tax consequences of acquiring, holding and disposing of our common stock through
a partnership or other pass-through entity, as applicable.
As
used in this prospectus supplement, the term “non-U.S. holder” means a beneficial owner of common stock that is neither a
“U.S. holder” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. holder is any person that,
for U.S. federal income tax purposes, is or is treated as any of the following:
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a
citizen or individual resident of the United States; |
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a
corporation (or other entity properly classified as a corporation for U.S. federal income tax purposes) created or organized in or
under the laws of the United States, any state within the United States, or the District of Columbia; |
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an
estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
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a
trust, if (i) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more “United
States persons” (as defined in the Code) have the authority to control all substantial decisions of the trust, or (ii) in the
case of a trust that was treated as a domestic trust under the laws in effect before 1997, a valid election is in place under applicable
U.S. Treasury regulations to treat such trust as a domestic trust. |
There
can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences
described herein. We have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax
consequences of the purchase, ownership or disposition of our common stock.
Distributions
on Our Common Stock
As
described in the section entitled “Dividend Policy,” 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. In the event that
we do make distributions to holders of our common stock, those distributions generally will constitute dividends for U.S. federal income
tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S.
holder’s investment, up to such non-U.S. holder’s tax basis in the common stock. Any remaining excess will be treated as
capital gain, subject to the tax treatment described below in “—Sale, Exchange or Other Taxable Disposition of Our Common
Stock.”
Distributions
(including constructive distributions) made to a non-U.S. holder that are treated as dividends generally will be subject to withholding
of U.S. federal income tax at a rate of 30% of the gross amount or such lower rate as may be specified by an applicable income tax treaty
between the United States and such holder’s country of residence, unless such dividends are effectively connected with a trade
or business conducted by a non U.S. holder within the U.S. (as discussed below). A non-U.S. holder of our common stock who claims the
benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required
to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form), as applicable, and satisfy applicable certification and
other requirements. Non-U.S. holders are urged to consult their own tax advisors regarding their entitlement to benefits under a relevant
income tax treaty. A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may be able
to obtain a refund or credit of any excess amounts withheld by timely filing the required information with the IRS.
Dividends
that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an
applicable income tax treaty so provides, that are attributable to a “permanent establishment” or a “fixed base”
maintained by the non-U.S. holder within the United States, generally are exempt from the 30% withholding tax if the non-U.S. holder
satisfies applicable certification and disclosure requirements. U.S. effectively connected income, net of specified deductions and credits,
is generally taxed at the same U.S. federal income tax rates applicable to United States persons (as defined in the Code). Any U.S. effectively
connected income received by a non-U.S. holder that is a corporation may also be subject to an additional “branch profits tax”
at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s
country of residence.
Sale,
Exchange or Other Taxable Disposition of Our Common Stock
In
general, a non-U.S. holder will not be subject to any U.S. federal income tax on any gain realized upon such holder’s sale, exchange
or other taxable disposition of shares of our common stock unless:
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the
gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income tax
treaty so provides, is attributable to a “permanent establishment” or a “fixed base” maintained by such non-U.S.
holder in the United States, in which case the non-U.S. holder generally will be taxed on such gain at the U.S. federal income tax
rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch
profits tax described above in “—Distributions on Our Common Stock” also may apply to such gain; |
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the
non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of
the taxable disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or
such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country
of residence) on the net gain derived from the taxable disposition, which may be offset by certain U.S. source capital losses of
the non-U.S. holder, if any; or |
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we
are, or have been, at any time during the five-year period preceding such taxable disposition (or the non-U.S. holder’s holding
period, if shorter) a “U.S. real property holding corporation,” unless our common stock is regularly traded on an established
securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, during the
shorter of the five-year period ending on the date of the taxable disposition or the period that the non-U.S. holder held our common
stock. If we are determined to be a U.S. real property holding corporation and the foregoing exception does not apply, then a purchaser
generally will be required to withhold 15% of the proceeds payable to a non-U.S. holder from a sale of our common stock, and the
non-U.S. holder generally will be taxed on its net gain derived from the disposition at the U.S. federal income tax rates applicable
to United States persons (as defined in the Code). Generally, a corporation is a U.S. real property holding corporation only if the
fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide
real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we
do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future.
No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the
rules described above. |
Information
Reporting and Backup Withholding
The
gross amount of the distributions paid on our common stock and the tax withheld, if any, with respect to such distributions must be reported
annually to the IRS and to each non-U.S. holder. Non-U.S. holders may have to comply with specific certification procedures to establish
that the holder is not a United States person (as defined in the Code) in order to avoid backup withholding at the applicable rate with
respect to dividends on our common stock. Dividends paid to non-U.S. holders that meet the certification requirements generally will
be exempt from U.S. backup withholding.
Information
reporting and backup withholding generally will apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected
by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies
certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply
to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S.
office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial
U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker.
Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding
rules to them.
Copies
of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated
under the provisions of a specific treaty or agreement.
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can
be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim
is filed with the IRS.
FATCA
The
Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on dividends from our common stock, and gross proceeds
from the sale or other disposition of, our common stock if paid to a non-U.S. entity, whether such non-U.S. entity is the beneficial
owner or an intermediary, unless (i) if the non-U.S. entity is a “foreign financial institution,” the non-U.S. entity undertakes
certain due diligence, reporting, withholding, and certification obligations, (ii) if the non-U.S. entity is not a “foreign financial
institution,” the non-U.S. entity identifies certain of its U.S. investors, if any, or (iii) the non-U.S. entity is otherwise exempt
under FATCA.
Withholding
under FATCA generally will apply to payments of dividends on our common stock. While withholding under FATCA may apply to payments of
gross proceeds from a sale or other disposition of our common stock, under proposed U.S. Treasury Regulations on which taxpayers may
rely until the final Treasury Regulations are promulgated, withholding on payments of gross proceeds is not required.
An
intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this
section. Non-U.S. holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in our
common stock.
The
preceding discussion of material U.S. federal income tax considerations is for informational purposes only. It is not tax advice. Prospective
investors should consult their own tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of
purchasing, holding and disposing of our common stock, including the consequences of any proposed changes in applicable laws.
UNDERWRITING
Subject
to the terms and conditions set forth in the underwriting agreement that we will enter into with Barclays Capital Inc., as representative
of the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly,
to purchase from us, at the public offering price less underwriting discounts and commissions set forth on the cover page of this prospectus
supplement, the number of shares of common stock listed opposite its name below.
Underwriter | |
Number of Shares of Common Stock | |
Barclays Capital Inc. | |
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Total | |
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The
underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as
the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by their counsel.
The underwriting agreement provides that the underwriters will purchase all of the shares of our common stock if any of them are purchased.
If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may
be increased or the underwriting agreement may be terminated.
The
underwriters are offering the shares of our common stock subject to their acceptance of the shares of our common stock from us and subject
to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.
Option
to Purchase Additional Shares
We
have granted the underwriters an option to purchase up to 800,142 additional shares of our common stock from us, based on an
assumed public offering price of $14.06 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on February
3, 2023. The underwriters may exercise this option at any time and from time to time during the 30-day period following the date
of this prospectus supplement. If any additional shares of our common stock are purchased, the underwriters will offer the additional
shares of our common stock on the same terms as those on which the shares are being offered.
Discounts
and Commissions
The
underwriters have advised us that they propose to offer the shares of our common stock directly to the public at the offering price set
forth on the cover of this prospectus supplement. The underwriters propose to offer the shares to certain dealers at the same price less
a concession of not more than $ per share of common stock. After the offering, if all
of the shares of our common stock are not sold at the public offering price, the public offering price and concession may be reduced
by the representative. No such reduction will change the amount of proceeds to be received by us as set forth on the cover of this prospectus
supplement.
The
underwriting fee is equal to the public offering price per share of our common stock less the amount paid by the underwriters to us per
share of common stock. The following table shows the per share and total underwriting discount to be paid by the underwriters in connection
with this offering, assuming both no exercise and full exercise of the over-allotment option:
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Per Share | | |
Total | |
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Without Option to Purchase Additional Shares | | |
With Option to Purchase Additional Shares | | |
Without Option to Purchase Additional Shares | | |
With Option to Purchase Additional Shares | |
Public offering price | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Underwriting discounts and commissions paid by us | |
$ | | | |
$ | | | |
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$ | | |
Proceeds, before expenses, to us | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
We
estimate that the total fees and expenses payable by us, excluding underwriting discounts and commissions, will be approximately $ ,
which includes up to $30,000 that we have agreed to reimburse the underwriters for certain of their expenses.
Indemnification
of Underwriters
We
have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments that the underwriters may be required to make in respect of those liabilities.
No
Sales of Similar Securities
We,
our executive officers and our directors have agreed, subject to specified exceptions, not to directly or indirectly:
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offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the Exchange Act; |
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otherwise
dispose of any shares of our common stock, stock options or warrants to acquire shares of our common stock, or securities exchangeable
or exercisable for or convertible into shares of our common stock currently or hereafter owned either of record or beneficially; |
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enter
into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares
of our common stock, or of stock options or warrants to shares of our common stock, or securities or rights exchangeable or exercisable
for or convertible into shares of our common stock; |
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make
any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any shares
of our common stock, or of stock options or warrants to shares of our common stock, or securities or rights exchangeable or exercisable
for or convertible into shares of our common stock, or cause to be filed a registration statement, prospectus or prospectus supplement
(or an amendment or supplement thereto) with respect to any such registration; or |
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publicly
announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without the
prior written consent of the representative. |
This
restriction terminates after the close of trading of our common stock on and including the 90th day after the date of this prospectus
supplement.
The
representative may, in its discretion and at any time or from time to time before the termination of the 90-day period, release all or
any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our
stockholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.
The
foregoing restrictions shall not apply to us:
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issuances
of our common stock or grants of stock options, restricted stock or other incentive compensation pursuant to the terms of certain
stock plans or arrangements; |
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the
filing of a registration statement on Form S-8 to register common stock issuable pursuant to any employee benefit plans, qualified
stock option plans or other employee compensation plans; |
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issuance
of shares of common stock or any securities convertible into, or exercisable, or exchangeable for shares of common stock in connection
with (i) the acquisition or license by us of the securities, business, property, technology or other assets of another person or
business entity or pursuant to any employee benefit plan assumed by us in connection with any such acquisition and (ii) in connection
with any merger, joint venture, strategic alliance or partnership, as long as, with respect to (i) and (ii), the aggregate number
of shares of our common stock, or securities convertible into or exercisable or exchangeable for shares of our common stock, that
we may issue or agree to issue, shall not exceed 10% of the total outstanding shares of common stock on a fully diluted basis after
giving effect to the sale of the shares of common stock and warrants contemplated in this prospectus supplement; or |
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the
establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided
that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public
announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the company regarding the establishment
of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under
such plan during the restricted period. |
The
foregoing restrictions do not apply to our directors and officers with respect to:
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transactions
relating to shares of our common stock or other securities acquired in the open market after the completion of the offering; |
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bona
fide gifts, sales or other dispositions of shares of any class of our capital stock, in each case that are made exclusively between
and among such director or officer or members of such person’s family, or affiliates of such director or officer, provided
that (i) such transferee/donee agrees to be bound by the terms of the lock-up letter and (ii) each party (donor,
donee, transferor or transferee) shall not be required by law to make, and shall agree to not voluntarily make, any filing or public
announcement of the transfer or disposition prior to the expiration of the 90-day period referred to above; and provided further
that our chief executive officer may transfer not more than 50,000 shares of our common stock to a charity or educational
institution as a bona fide gift, and such transfer/donation shall not be subject to provisions (i) or (ii) of this
paragraph; |
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the
exercise of warrants or the exercise of stock options granted pursuant to our stock option/incentive plans or otherwise outstanding
on the date hereof, provided, that the restrictions shall apply to shares of common stock issued upon such exercise or conversion;
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the
establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act,
provided, however, that no sales of common stock or securities convertible into, or exchangeable or exercisable for, common stock,
shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the 90-day period referred to above, unless a Rule 10b5-1
Plan is already in place prior to entering into such lock-up agreement; or |
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sales by our chief executive officer during the 90-day
period referred to above of not more than 30,000 shares of our common stock pursuant to a Rule 10b5-1 Plan in effect as of the date
of this prospectus supplement. |
Listing
Our
common stock is traded on The Nasdaq Capital Market under the trading symbol “BLNK.”
Price
Stabilization, Short Positions and Penalty Bids
Until
the distribution of the shares of our common stock is completed, SEC rules may limit underwriters and selling group members from bidding
for and purchasing shares of our common stock. However, the underwriters may engage in transactions that stabilize the price of our common
stock, such as bids or purchases to peg, fix or maintain that price.
In
connection with this offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions
may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales
involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above.
The underwriters may close out any covered short position by either exercising their option or purchasing shares in the open market.
In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the
price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’
option. “Naked” short sales are sales in excess of the underwriters’ option. The underwriters must close out any naked
short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors
who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of shares of our common stock made by
the underwriters in the open market prior to the closing of this offering.
The
underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing
or short covering transactions.
Similar
to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result,
the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct
these transactions on The Nasdaq Capital Market, in the over-the-counter market or otherwise.
Neither
we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation
that the representative will engage in these transactions or that these transactions, once commenced, will not be discontinued without
notice.
The
underwriters may also engage in passive market making transactions in our common stock on The Nasdaq Capital Market in accordance with
Rule 103 of Regulation M promulgated under the Exchange Act during a period before the commencement of offers or sales of shares of our
common stock in this offering and extending through the completion of distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market
maker’s bid, such bid must then be lowered when specified purchase limits are exceeded. If passive market making is commenced,
it may be discontinued at any time.
Electronic
Distribution
A
prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by one or more
of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place
orders online. The underwriters may agree with us to allocate a specific number of shares of our common stock for sale to online brokerage
account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.
Other than the prospectus in electronic format, the information on each underwriter’s or its affiliates’ websites and any
information contained in any other website maintained by any of the underwriters or their respective affiliates is not part of this prospectus,
has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.
Affiliations
The
underwriters and certain of their respective affiliates are full service financial institutions engaged in various activities, which
may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. The underwriters and certain of their respective affiliates have, from time
to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and
our affiliates, for which they received or will receive customary fees and expenses. In addition, from time to time, certain of the underwriters
and their respective affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves
or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. Certain of the underwriters
and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments.
Selling
Restrictions
Other
than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered
by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus
supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements
in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus
supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution
of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any
securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
European
Economic Area
In
relation to each Member State of the European Economic Area, each, a Relevant State, no securities have been offered or will be offered
pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the securities
which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and
notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of securities
may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
(a)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining
the prior consent of the underwriters; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided
that no such offer of the securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any
securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters
and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the
case of any securities being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial
intermediary will be deemed to have represented, acknowledged and agreed that the securities acquired by it in the offer have not been
acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of any securities to the public other than their offer or resale in a Relevant State to qualified investors
as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.
For
the purposes of this provision, the expression an “offer to the public” in relation to securities in any Relevant State means
the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so
as to enable an investor to decide to purchase or subscribe for any securities, and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
We
have not authorized and do not authorize the making of any offer of the securities through any financial intermediary on their behalf,
other than offers made by the underwriters with a view to the final placement of the securities in this document. Accordingly, no purchaser
of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.
United
Kingdom
In
relation to the United Kingdom, no securities have been offered or will be offered pursuant to this offering to the public in the United
Kingdom prior to the publication of a prospectus in relation to the securities that has been approved by the Financial Conduct Authority,
except that offers of securities may be made to the public in the United Kingdom at any time under the following exemptions under the
UK Prospectus Regulation:
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to
any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; |
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to
fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation),
subject to obtaining the prior consent of the underwriters; or |
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in
any other circumstances falling within section 86 of the Financial Services and Markets Act 2000, or FSMA, |
provided
that no such offer of securities shall require us or any representative to publish a prospectus pursuant to 85 of the FSMA or supplement
a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
Each
person in the United Kingdom who initially acquires any securities or to whom any offer is made will be deemed to have represented, acknowledged
and agreed to and with us and the representative that it is a qualified investor within the meaning of Article 2 of the UK Prospectus
Regulation.
In
the case of any securities being offered to a financial intermediary as that term is used in Article 1(4) of the U.K. Prospectus Regulation,
each financial intermediary will also be deemed to have represented, acknowledged and agreed that the securities acquired by it in the
offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of any securities to the public, other than their offer or resale in the
United Kingdom to qualified investors as so defined or in circumstances in which the prior consent of the representative has been obtained
to each such proposed offer or resale.
For
the purposes of this provision, the expression an “offer to the public” in relation to any securities in any relevant state
means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered
so as to enable an investor to decide to purchase or subscribe for any securities, and the expression “UK Prospectus Regulation”
means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Australia
No
placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities
and Investments Commission in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure
statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the
information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any
offer in Australia of the securities may only be made to persons, or the Exempt Investors, who are “sophisticated investors”
(within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11)
of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it
is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
The
securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the
date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act
would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant
to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian
on-sale restrictions.
This
prospectus supplement contains general information only and does not take account of the investment objectives, financial situation or
particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making
an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs,
objectives and circumstances, and, if necessary, seek expert advice on those matters.
Canada
The
securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,
as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement or accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
France
This
prospectus (including any amendment, supplement or replacement thereto) is not being distributed in the context of a public offering
in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier).
This
prospectus has not been and will not be submitted to the French Autorité des marchés financiers, or the AMF, for approval
in France and accordingly may not and will not be distributed to the public in France.
Pursuant
to Article 211-3 of the AMF General Regulation, French residents are hereby informed that:
(a)
the transaction does not require a prospectus to be submitted for approval to the AMF;
(b)
persons or entities referred to in Point 2°, Section II of Article L.411-2 of the Monetary and Financial Code may take part in the
transaction solely for their own account, as provided in Articles D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary
and Financial Code; and
(c)
the financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with
Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
This
prospectus is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this prospectus. This
prospectus has been distributed on the understanding that such recipients will only participate in the issue or sale of our securities
for their own account and undertake not to transfer, directly or indirectly, our securities to the public in France, other than in compliance
with all applicable laws and regulations and in particular with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code.
Germany
Each
person who is in possession of this prospectus is aware of the fact that no German securities prospectus (wertpapierprospekt) within
the meaning of the German Securities Prospectus Act (Wertpapier-prospektgesetz, or the Act) of the Federal Republic of Germany has been
or will be published with respect to the securities. In particular, each underwriter has represented that it has not engaged and has
agreed that it will not engage in a public offering in the Federal Republic of Germany within the meaning of the Act with respect to
any of the securities otherwise than in accordance with the Act and all other applicable legal and regulatory requirements.
Hong
Kong
The
securities may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors”
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.
32, Laws of Hong Kong) and no advertisement, invitation or document relating to the securities may be issued or may be in the possession
of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Israel
This
document does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the Securities Law) and has not been filed with
or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and
any offer of the securities is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii)
investors listed in the first addendum (the Addendum), to the Israeli Securities Law, consisting primarily of joint investment in trust
funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange,
underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as
defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing
for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum).
Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning
of same and agree to it.
Singapore
This
prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the securities were
not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or
caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the securities, has not been circulated or distributed,
nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional
investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to
time, or the SFA,) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section
275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
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a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor, |
securities
(as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in
that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an
offer made under Section 275 of the SFA except:
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to
an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
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where
no consideration is or will be given for the transfer; |
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where
the transfer is by operation of law; |
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(d) |
as
specified in Section 276(7) of the SFA; or |
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(e) |
as
specified in Regulation 32 of the Securities and Futures (Offers of Investment) (Shares and Debentures) Regulations 2005. |
Singapore
Securities and Futures Act Product Classification
Solely
for the purposes of our obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify
all relevant persons (as defined in Section 309A of the SFA), that the securities are “prescribed capital markets products”
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Japan
The
securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as
amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or
to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable
laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the
relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any
corporation or other entity organized under the laws of Japan.
Switzerland
The
securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock
exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for
issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses
under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the securities or this offering may be publicly distributed
or otherwise made publicly available in Switzerland.
Neither
this document nor any other offering or marketing material relating to this offering, our company or the securities have been or will
be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities
will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and
will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers
of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
United
Arab Emirates
This
offering has not been approved or licensed by the Central Bank of the United Arab Emirates, or the UAE, Securities and Commodities Authority
of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and
regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services
Authority, or the DFSA, a regulatory authority of the Dubai International Financial Centre, or DIFC. This offering does not constitute
a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law
No 8 of 1984 (as amended), DFSA Offered Securities Rules and NASDAQ Dubai Listing Rules, accordingly, or otherwise. The securities may
not be offered to the public in the UAE and/or any of the free zones.
The
securities may be offered and issued only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated
investors under the relevant laws and regulations of the UAE or the free zone concerned.
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 underwriters 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, Inc. 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 auditor, 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):
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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; |
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Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, filed with the SEC on May 10, 2022, June 30, 2022, filed with
the SEC on August 9, 2022, and September 30, 2022, filed with the SEC on November 9, 2022; |
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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, the Form 8-K/A
filed with the SEC on September 1, 2022, and the Current Reports on Form 8-K filed with the SEC on September 2, 2022 and December 5, 2022; |
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The
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the SEC on March 16, 2022, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 26, 2022; and |
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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:
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shares
of our common stock, par value $0.001 per share; |
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shares
of our preferred stock, par value $0.001 per share; |
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warrants
to purchase any of the other securities that may be sold under this prospectus; |
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rights
to purchase any of the other securities that may be sold under this prospectus; and |
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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.
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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.
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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.
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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.
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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:
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shares
of our common stock, par value $0.001 per share; |
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shares
of our preferred stock, par value $0.001 per share; |
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warrants
to purchase any of the other securities that may be sold under this prospectus; |
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rights
to purchase any of the other securities that may be sold under this prospectus; and |
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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:
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title of the warrants; |
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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; |
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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; |
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the
price or prices at which the warrants will be issued and any terms for the adjustment of the price or prices; |
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aggregate number of warrants; |
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants; |
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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; |
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if
applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be
separately transferable; |
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if
applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants; |
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; |
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date on which the right to exercise the warrants shall commence, and the date on which the right shall expire; and |
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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:
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aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights; |
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the
exercise price; |
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the
aggregate number of rights issued; |
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred; |
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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; |
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the
method by which holders of rights will be entitled to exercise; |
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the
conditions to the completion of the offering, if any; |
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the
withdrawal, termination and cancellation rights, if any; |
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any; |
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whether
stockholders are entitled to oversubscription rights, if any; |
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any
applicable material U.S. federal income tax considerations; and |
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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:
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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; |
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any
provisions of the governing unit agreement that differ from those described below; and |
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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:
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the
terms of the offering; |
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the
names of any underwriters, dealers or agents; |
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the
name or names of any managing underwriter or underwriters; |
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purchase price of the securities; |
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net proceeds from the sale of the securities; |
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any
delayed delivery arrangements; |
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation; |
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public offering price; |
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discounts or concessions allowed or re-allowed or paid to dealers; |
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commissions paid to agents; and |
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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:
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Annual
Report on Form 10-K for the year ended December 31, 2019 filed on April 2, 2020; |
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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; |
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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; |
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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 |
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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.
$75,000,000
Blink
Charging Co.
Common Stock
Prospectus
Supplement
Barclays
February
, 2023
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