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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 16, 2023

 

BLINK CHARGING CO.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38392   03-0608147

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

605 Lincoln Road, 5th Floor

Miami Beach, Florida

  33139
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (305) 521-0200

 

N/A

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   BLNK   The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

CURRENT REPORT ON FORM 8-K

 

Blink Charging Co. (the “Company”)

 

November 16, 2023

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 16, 2023, the Company entered into an Amendment to Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and ThinkEquity LLC (the “Agents”), amending the Sales Agreement entered into between the Company and the Agents, dated as of September 2, 2022 (the “Sales Agreement”), relating to the “at-the-market” offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000,000 through the Agents, as the Company’s sales agents.

 

The Amendment revises the term “Registration Statement” as used in the Sales Agreement to the Company’s new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revises the term “Prospectus Supplement” as used in the Sales Agreement to the Company’s prospectus supplement dated November 2, 2023, relating to the “at-the-market” offering program contemplated by the Sales Agreement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy any shares under the Sales Agreement, nor shall there be any offer, solicitation or sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The shares being offered pursuant to the Sales Agreement, as amended by the Amendment, will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-275123), and a prospectus supplement dated November 2, 2023.

 

The foregoing description of the terms of the Sales Agreement, as amended by the Amendment, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co. and the Agents.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BLINK CHARGING CO.
     
Dated: November 22, 2023 By: /s/ Michael P. Rama
  Name: Michael P. Rama
  Title: Chief Financial Officer

 

3

 

Exhibit 10.1

 

Execution Version

 

Amendment to Sales Agreement

 

Dated as of November 2, 2023

 

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

 

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

 

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

 

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

 

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

 

ThinkEquity LLC

17 State Street, 41st Floor

New York, New York 10004

 

Ladies and Gentlemen:

 

Reference is hereby made to the Sales Agreement dated September 2, 2022 (the “Sales Agreement”) among Blink Charging Co., a Nevada corporation (the “Company”), and Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and ThinkEquity LLC (each, an “Agent,” and together, the “Agents”).

 

The parties hereto agree that, as contemplated by the Sales Agreement, from and after the date hereof the term “Registration Statement,” as used in the Sales Agreement, will relate to the Company’s registration statement on Form S-3, as amended (File No. 333-275123), initially filed with the U.S. Securities and Exchange Commission on October 20, 2023, and the term “Prospectus Supplement,” as used in the Sales Agreement, will relate to the Company’s prospectus supplement dated November 2, 2023, relating to the Company’s at-the-market common stock offering contemplated by the Sales Agreement.

 

The parties hereto further agree that the Sales Agreement, as amended hereby, shall remain in full force and effect.

 

This agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby.

 

[Signature Pages Follow]

 

 

 

 

If the foregoing is in accordance with your understanding of our agreement, please sign and return, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agents and the Company in accordance with its terms.

 

  Very truly yours,
     
  BLINK CHARGING CO.
     
  By: /s/ Brendan S. Jones
  Name: Brendan S. Jones
  Title: President and Chief Executive Officer

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  BARCLAYS CAPITAL INC.
   
  By: /s/ Robert Stowe
  Name: Robert Stowe
  Title: Managing Director

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  BofA Securities, Inc.
     
  By: /s/ Mark J. Doller
  Name: Mark J. Doller
  Title: Managing Director

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  HSBC Securities (USA) Inc.
     
  By: /s/ Jeff Nicklas
  Name: Jeff Nicklas
  Title: Managing Director

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  H.C. Wainwright & Co., LLC
     
  By: /s/ Edward D. Silvera
  Name: Edward D. Silvera
  Title: Chief Operating Officer

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  Roth Capital Partners, LLC
     
  By: /s/ Aaron M. Gurewitz
  Name: Aaron M. Gurewitz
  Title: President & Head of Investment Banking

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

 

  ACCEPTED as of the date first-above written:
     
  ThinkEquity LLC
     
  By: /s/ Kevin Mangan
  Name: Kevin Mangan
  Title: Managing Director, Head of Equity Syndicate

 

[Signature Page to Amendment to Sales Agreement]

 

 

 

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Nov. 16, 2023
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Entity Registrant Name BLINK CHARGING CO.
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Entity Tax Identification Number 03-0608147
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Entity Address, Address Line One 605 Lincoln Road
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