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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): October 9, 2026
BLINK
CHARGING CO.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-38392 |
|
03-0608147 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1489
West Warm Springs Rd, Suite
110, Henderson,
Nevada |
|
89014 |
| (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)
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 Instructions 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock |
|
BLNK |
|
The
Nasdaq Stock Market LLC |
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. ☐
Item
8.01 Other Events.
As
previously reported, on June 5, 2026, Blink Charging Co. (“Blink” or the “Company”) sold all of the outstanding
common stock of Envoy Technologies, Inc. (“Envoy”), which was its electric vehicle car-sharing business, to BladeRanger Ltd.
(“BladeRanger”), an unrelated third party, as part of the Company’s strategy to focus its resources on its core electric
vehicle charging operations. The Company sold Envoy for consideration of $1.0 million in cash, subject to a post-closing working capital
adjustment, and a $12.5 million convertible promissory note issued by Envoy (the “Convertible Note”), which would be settled
at the earlier of a qualified liquidity event as defined in the Convertible Note or the maturity date of July 22, 2029, as may be extended
two years at the Company’s discretion.
On
October 9, 2026, BladeRanger closed on its sale of Envoy to CID HoldCo, Inc. (“CID”). As part of the transaction, the Convertible
Note was amended so that instead of converting prior to or in connection with the closing of a qualified liquidity event, the Convertible
Note remains outstanding and upon satisfaction of the conversion conditions described below, the Convertible Note will convert into an
aggregate of 2,166,667 shares (the “Blink Conversion Shares”) of CID common stock (the “Amended Convertible Note”).
The conversion conditions (the “Blink Conversion Conditions”) that must be satisfied are as follows: (i) CID’s stockholders
have approved the proposals required under Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d) in connection with the transactions contemplated
by the purchase agreement for the sale of Envoy by BladeRanger to CID, including the issuance of the Blink Conversion Shares to the extent
required under Nasdaq rules and (ii) a registration statement on Form S-1 (or such other form as may be available to CID) covering the
Blink Conversion Shares shall have been declared effective by the SEC and shall be effective and available for the distribution of the
Blink Conversion Shares to the holders of the Company’s common stock, pro rata and for no consideration, by way of a dividend or
other distribution in kind (“Blink Distribution”). The Blink Conversion Shares shall be issued on the first business day
following the date on which the Blink Conversion Conditions have been satisfied or such other date as Blink and CID may agree in writing
(the “Blink Conversion Date”). The Blink Conversion Shares will be subject to a lock-up period that commences on the Blink
Conversion Date and expires on the earlier of April 1, 2027 and six months following the Blink Conversion Date. The lock-up period will
not apply to the Blink Distribution. If the Blink Conversion Date occurs at least ten (10) business days prior to the expiration of the
Blink lock-up period and Blink does not consummate the Blink Distribution prior to such expiration, the undistributed Blink Conversion
Shares will become subject to the same leak-out restrictions applicable to BladeRanger under the purchase agreement. If the Blink Conversion
Conditions are not satisfied before the maturity date of the Amended Convertible Note, Blink will retain its rights under the Amended
Convertible Note, including its right to elect conversion at maturity, and the rights and remedies arising upon an event of default remain
in effect with respect to any outstanding principal balance. No qualified liquidity event occurring after the closing and prior to the
issuance of the Blink Conversion Shares will trigger any additional conversion obligation.
While
any portion of the Amended Convertible Note remains outstanding, and subject to CID’s receipt of the applicable stockholder approval,
if (A) CID’s Chief Financial Officer determines in good faith and acting reasonably that CID’s stockholders’ equity,
as will be reported in CID’s balance sheet for the most recently completed annual or quarterly period to be filed with the SEC,
will be less than $3,000,000, or (B) CID receives any notice, determination or inquiry from Nasdaq relating to its compliance with Nasdaq
Listing Rule 5550(b)(1), CID may, on one or more occasions by written notice to the Company, require the conversion of such portion (up
to 100%) of the then-outstanding principal amount of the Amended Convertible Note as CID determines in good faith is necessary to cause
its stockholders’ equity to equal or exceed $3,000,000 (a “Forced Conversion”). In the case of a Forced Conversion
under clause (A), CID must provide the Company with supporting information to the extent reasonably available and at least five (5) business
days to object, and, if the parties are unable to resolve any objection within three (3) business days prior to the due date of the applicable
periodic report, CID may proceed with the Forced Conversion in an amount not exceeding that set forth in its notice. Prior to CID stockholder
approval, a Forced Conversion will be effected solely into shares of Series C Preferred Stock of CID equal to the converted amount divided
by the $6.00 stated value of the Series C Preferred Stock and, following stockholder approval, into shares of CID common stock equal
to the converted amount divided by the then-applicable conversion price of the Series C Preferred Stock.
The
foregoing summary is qualified in its entirety by reference to the full text of the Amended Convertible Note, the First Amendment to
Securities Purchase Agreement, the Limited Joinder and Acknowledgement Agreement, and the Registration Rights Agreement executed by Blink
on October 9, 2026, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts included in this report that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Examples of these forward-looking
statements include statements concerning the receipt by CID of stockholder approval, the filing by CID and effectiveness of the resale
registration statement, the conversion of the Amended Convertible Note, the issuance of the Blink Conversion Shares, and the occurrence
of the Blink Distribution. These forward-looking statements are subject to a number of risks and uncertainties and other factors, all
of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely
from those described in the forward-looking statements.
These
risks and uncertainties include, among others: the risk that the Blink Conversion Conditions may not be satisfied within the contemplated
timeline or at all, that the Amended Convertible Note may remain outstanding, that a Forced Conversion may occur, that the Company will
be able to successfully complete the Blink Distribution, that the market price of shares of CID common stock may fluctuate and/or decrease
in value, and that CID may be unable to regain or maintain compliance with Nasdaq’s continued listing requirements; and other factors
discussed in the “Risk Factors” section of Blink’s Annual Report on Form 10-K for the year ended December 31, 2025
filed with the Securities and Exchange Commission, and in subsequent periodic reports. Forward-looking statements contained in this Current
Report on Form 8-K are made as of this date, and Blink undertakes no duty to update such information except as required under U.S. federal
securities law.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
First Amendment to Convertible Promissory Note, entered into as of October 9, 2026, by and among Envoy Technologies, Inc., Blink Charging Co., CID HoldCo, Inc. and solely with respect to certain sections thereof, BladeRanger Ltd. |
| |
|
|
| 10.2 |
|
First Amendment to Securities Purchase Agreement, entered into as of October 9, 2026, by and among CID HoldCo, Inc., BladeRanger Ltd., Envoy Technologies, Inc. and solely with respect to the provisions applicable to it, Blink Charging Co. |
| |
|
|
| 10.3 |
|
Limited Joinder and Acknowledgement Agreement, dated as of October 9, 2026, executed by Blink Charging Co. and acknowledged and accepted by CID HoldCo, Inc., BladeRanger Ltd. and Envoy Technologies, Inc. |
| |
|
|
| 10.4 |
|
Registration Rights Agreement, dated as of October 9, 2026, by and among CID HoldCo, Inc., BladeRanger Ltd. and each of the investors identified on Annex A thereto. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| October
16, 2026 |
By: |
/s/
Michael Bercovich |
| Date |
|
Michael
Bercovich |
| |
|
Chief
Financial Officer |
