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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/02/22 Blink Charging Co. 8-K:1,9 9/02/22 13:682K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 48K
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-10.1 Material Contract HTML 320K
8: R1 Cover HTML 50K
11: XML IDEA XML File -- Filing Summary XML 13K
9: XML XBRL Instance -- form8-k_htm XML 20K
10: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 74K
Document -- blnk-20220902_def
6: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 103K
Document -- blnk-20220902_lab
7: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 71K
Linkbase Document -- blnk-20220902_pre
4: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 15K
blnk-20220902
12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K
13: ZIP XBRL Zipped Folder -- 0001493152-22-024996-xbrl Zip 88K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 2, 2022
| i BLINK CHARGING CO. |
| (Exact name of registrant as specified in its charter) |
| i Nevada | i 001-38392 | i 03-0608147 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| i 605
Lincoln Road, i 5th
Floor i Miami Beach, i Florida |
i 33139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (305) i 521-0200
| N/A |
| (Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
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):
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).
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. ☐
C:
CURRENT REPORT ON FORM 8-K
Blink Charging Co. (the “Company”)
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “at-the-market” equity offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000,000 (the “Shares”) through the Agents, as the Company’s sales agents.
Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. The Company has provided the Agents with customary indemnification rights, and the Agents will be entitled to an aggregate fixed commission of up to 3% of the gross proceeds from Shares sold.
The Shares under the Sales Agreement will be sold in ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any matter permitted by applicable law or as otherwise agreed with the Sales Agents.
The description of the Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The Shares being offered pursuant to the Sales Agreement will be offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-251919) (the “Registration Statement”) and a prospectus supplement thereto filed with the Securities and Exchange Commission (the “SEC”) on January 6, 2021 and September 2, 2022, respectively. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
In connection with the offering, the legal opinion of Olshan Frome Wolosky LLP as to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. | |
| 10.1 | Sales Agreement, dated September 2, 2022, between Blink Charging Co. and the Agents. | |
| 23.1 | Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
C:
| C: 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLINK CHARGING CO. | ||
| Dated: September 2, 2022 | By: | /s/ Michael D. Farkas |
| Name: | Michael D. Farkas | |
| Title: | Chairman and Chief Executive Officer | |
C:
| 2 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 9/2/22 | 424B5 | ||
| 1/6/21 | 424B5, S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 Blink Charging Co. 10-K 12/31/23 96:14M M2 Compliance LLC/FA 10/31/23 Blink Charging Co. S-3/A 4:925K M2 Compliance LLC/FA 10/20/23 Blink Charging Co. S-3 7:1.9M M2 Compliance LLC/FA 5/01/23 Blink Charging Co. 10-K/A 12/31/22 12:1.7M M2 Compliance LLC/FA 3/14/23 Blink Charging Co. 10-K 12/31/22 96:15M M2 Compliance LLC/FA 2/08/23 Blink Charging Co. 424B5 2:674K M2 Compliance LLC/FA 2/06/23 Blink Charging Co. 424B5 1:622K M2 Compliance LLC/FA 11/09/22 Blink Charging Co. 10-Q 9/30/22 61:6.2M M2 Compliance LLC/FA |