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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): September 2, 2025
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.) |
5081
Howerton Way, Suite A
Bowie, Maryland |
|
20715 |
| (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 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)) |
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 |
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”)
September
2, 2025
Item
8.01. Other Events.
On
August 15, 2025, the Clark County, Nevada District Court (the “Court”) granted preliminary approval of the proposed settlement
(the “Proposed Settlement”) of the derivative action captioned McCauley (derivatively on behalf of Blink Charging Co.) v.
Farkas, et al., Case No. A-22-847894-C (the “Derivative Action”). The Proposed Settlement is subject to final approval by
the Court.
Subject
to final approval of the Proposed Settlement by the Court, and in exchange for a release of all claims by the plaintiffs and a
dismissal with prejudice of the Derivative Action and a related consolidated derivative action filed in Miami Dade County, Florida
Circuit Court captioned In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01
(together, the “Derivative Litigation”), the Proposed Settlement involves the Company implementing certain corporate
governance reforms and for attorneys’ fees and expenses in the amount of $553,750 to be paid to plaintiffs’ counsel,
which includes payments of up to $2,000 to each named plaintiff. The Company expects the entire amount, including all
attorneys’ fees, expenses and named plaintiff payments, to be paid by the Company’s insurer. The Proposed Settlement
does not require the director defendants to make any monetary payment as part of the settlement. The Derivative Litigation involves
claims of breach of fiduciary duties, corporate waste and unjust enrichment against former and current members of the
Company’s Board of Directors and the Company’s former Chief Financial Officer for allegedly causing the Company to make
certain statements at issue in a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527,
filed in the U.S. District Court for the Southern District of Florida (the “Bush Lawsuit”), and as a result, the Company
incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties
and a final judgment was entered in October 2024.
The
defendants deny any fault, liability or wrongdoing of any kind associated with the claims alleged in the Derivative Litigation, and there
has been no adjudication of the merits of the underlying claims.
As
required by the preliminary approval order, the Notice of Pendency and Proposed Settlement of Derivative Actions (the “Notice”)
and the Stipulation and Agreement of Settlement dated June 26, 2025 (the “Stipulation”), are attached as Exhibits 99.1 and
99.2, respectively, to this Current Report on Form 8-K. The Notice and Stipulation can also be accessed on the “Investor Relations”
page of the Company’s website at ir.blinkcharging.com. Other information contained in or accessible through the Company’s
website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Notice of Pendency and Proposed Settlement of Derivative Actions. |
| 99.2 |
|
Stipulation and Agreement of Settlement. |
| 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.
| |
BLINK
CHARGING CO. |
| |
|
| Date:
September 2, 2025 |
By: |
/s/
Michael C. Battaglia |
| |
Name: |
Michael
C. Battaglia |
| |
Title: |
President
and Chief Executive Officer |
