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): August 17, 2017
BLINK CHARGING CO.
(Exact name of registrant as specified in its charter)
| Nevada | 333-149784 | 03-0608147 | ||
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(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employee
Identification No.) |
3284 N 29th Court
Hollywood, Florida 33020-1320
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (305) 521-0200
Car Charging Group, Inc.
(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)) |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Name Change
On August 17, 2017, Car Charging Group, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Charter Amendment”) changing the Company’s name to Blink Charging Co (the “Name Change”).
1-for-50 Reverse Stock Split
The Charter Amendment also included a 1-for-50 reverse stock split of the Company’s common stock (the “Reverse Split”).
The above description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
As previously disclosed in a Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 21, 2017, the Name Change and the Reverse Split was approved by our stockholders on February 7, 2017. On that date, the Company received written consent in lieu of a meeting of Stockholders (the “Written Consent”) from holders of shares of voting securities representing approximately 50.17% of the total issued and outstanding shares of voting securities of the Company approving the granting of discretionary authority to the Board of the Directors of the Company, at any time or times for a period of 12 months after the date of the Written Consent, to adopt an amendment to the Company’s Articles of Incorporation, as amended, to effect a reverse stock split and a name change.
The Reverse Split was implemented by the Company in connection with the Company’s application to list its shares of common stock on the NASDAQ Capital Market (“NASDAQ”). The Reverse Split is intended to fulfill the stock price requirements for listing on NASDAQ since the requirements include, among other things, that the Company’s common stock must be, at time of listing, $4.00 or higher. There is no assurance that the Company’s application to list its shares of common stock on NASDAQ will be approved.
On August 28, 2017, the Company received notice from Financial Industry Regulatory Authority (“FINRA”) that the Reverse Split had been approved and would take effect at the opening of trading on August 29, 2017. For purposes of trading, the Name Change took effect on the same date.
Amendment to Series C Convertible Preferred Stock Certificate of Designation
The Company has filed a registration statement on Form S-1 on November 7, 2016 (as amended) for a public offering of its securities. On August 25 th (and on August 29 th ), the Company filed amendments to its Certificate of Designation for Series C Convertible Preferred Stock (the “Preferred Stock Amendments”) to provide for the Series C shares to automatically convert into shares of common stock at the closing of the offering in accordance with a certain formula.
The above description of the Preferred Stock Amendments does not purport to be complete and is qualified in its entirety by reference to the Preferred Stock Amendments, which is attached hereto as Exhibits 3.2 and 3.3 to this Current Report on Form 8-K.
Item. 8.01 Other Items
The information set forth in Item 5.03 is incorporated by reference.
Effective August 29, 2017, as a result of the Reverse Split, every 50 shares of the Company’s issued and outstanding common stock will be converted into one share of issued and outstanding common stock. The number of authorized shares remains unchanged. No fractional shares will be issued in connection with the Reverse Split. Any fractional shares of common stock resulting from the Reverse Split will be rounded up to the nearest whole share. It is not necessary for stockholders to exchange their existing stock certificates for new stock certificates in connection with the Reverse Split. Stockholders who hold their shares in brokerage accounts are not required to take any action to exchange their shares.
The Company’s shares will continue to trade on The OTC Markets marketplace under the symbol “CCGI” with the letter “D” added to the end of the trading symbol for a period of 20 trading days (ending on September 26, 2017) to indicate that the Reverse Split has occurred.
The Reverse Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value of the Company’s common stock, which remains unchanged.
On August 29, 2017, the Company issued a press release with regard to the Name Change and Reverse Split. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
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 8, 2017 | By: | /s/ Michael J. Calise |
| Name: | Michael J. Calise | |
| Title: | Chief Executive Officer | |
For Immediate Release
CarCharging Announces Corporate Rebranding and Reverse Split
One of the Largest Electric Vehicle Charging Equipment and Service
Companies Continues its Integration Efforts and Unifies its Corporate
Identity
August 29, 2017 – South Florida – Car Charging Group, Inc . (OTC: CCGID) (“CarCharging”), one of the leading owners, operators, and providers of electric vehicle (EV) charging services, and the owner of the Blink Network, announced that the Company has changed its name to Blink Charging Co. (“Blink Charging”). The Company has also implemented a 1 for 50 reverse stock split, which is effective today. For the next 20 business days, the Company’s stock symbol will be CCGID and then will revert to CCGI.
The Company’s name change to Blink Charging integrates the Company’s largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data.
“Changing the name of the Company to Blink Charging continues our integration efforts and corporate rebranding, which allows us to unify our identity and illustrates the company’s primary products and services,” stated Mike Calise, Blink Charging’s Chief Executive Officer. “The reverse split is also another step in the right direction towards achieving a listing on a national stock exchange and to build additional shareholder value.”
The Company recently launched its new website, www.BlinkCharging.com , which is the digital representation of the corporate rebranding and integration of CarCharging.com and BlinkNetwork.com.
About Blink Charging Co.
Blink Charging Co. (OTC: CCGID) (“Blink Charging”) is one of the leaders in nationwide public electric vehicle (EV) charging equipment and services, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging’s business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces.
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For more information about Blink Charging, please visit Blink Charging.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of Blink Charging Co., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.
Investor Relations and Media Contacts:
Blink Charging Media Contact:
Suzanne Tamargo
Suzanne@BlinkCharging.com
(305) 521-0200 x 214
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