Item
7.01. |
Regulation
FD Disclosure |
In
connection with a proposed public offering by Blink Charging Co. (the “Company”) of shares of its common stock, the
Company is disclosing certain information to prospective investors in a preliminary prospectus supplement filed with the Securities
and Exchange Commission on February 6, 2023 to its effective shelf registration statement on Form S-3ASR (File No. 333-251919) (the
“Preliminary Prospectus Supplement”). Pursuant to Regulation FD, the Company is furnishing as Exhibit 99.1 certain
information excerpted from the Preliminary Prospectus Supplement consisting of certain estimated preliminary unaudited financial
results and other data for the Company’s fourth quarter ended December 31, 2022 and fiscal year ended December 31, 2022 under
the section captioned “Prospectus Supplement Summary – Recent Developments – Preliminary Fourth Quarter and Fiscal
2022 Results,” which information is incorporated herein by reference.
The
information in these Items 2.02 and 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities
Act or the Exchange Act, unless specifically identified therein as being incorporated by reference therein.
This
Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities, nor
shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such states.
This
Current Report contains certain preliminary unaudited financial results for the Company’s fourth quarter ended December 31, 2022
and fiscal year ended December 31, 2022. Upon completion of the review by the Company’s auditor 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. Such
preliminary unaudited financial results do not reflect all of the Company’s material financial information as of and for the fourth
quarter ended and fiscal year ended December 31, 2022, and the Company therefore cautions readers not to place undue reliance on them.
This Current Report contains forward-looking statements related to the
financial results of the Company within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Exchange Act, that involve substantial risks and uncertainties. Forward-looking statements present the Company’s
current expectations or forecasts of future events. One 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:
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changes in the market acceptance
of the Company’s products and services; |
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increased levels of competition; |
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changes in political, economic
or regulatory conditions generally and in the markets in which the Company operates; |
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the Company’s relationships
with key customers; |
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adverse conditions in the
industries in which the Company’s customers operate; |
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disruption caused by health
epidemics, such as COVID-19; |
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the Company’s ability
to retain and attract senior management and other key employees; |
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the Company’s ability
to quickly and effectively respond to new technological developments; |
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the Company’s ability
to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent
others from infringing on its proprietary rights; and |
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other risks, including
those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. |
Except
to the extent required by U.S. federal securities laws, the Company undertakes 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.