Exhibit 3.1
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): April 1, 2022
| 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 | ||
| Common Stock Purchase Warrants | BLNKW | 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”)
April 1, 2022
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 1, 2022, the Company filed Certificates of Withdrawal with the Secretary of State of the State of Nevada to withdraw each of the Certificates of Designation for the Company’s Series A Convertible Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock. The Certificates of Withdrawal were effective upon filing, and no shares of the class or series of stock being withdrawn were outstanding at the time the Certificates of Withdrawal were filed. As a result, all shares of the Company’s preferred stock previously designated as Series A Convertible Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation as to series. The withdrawal of the preferred stock designations did not require the approval of the stockholders of the Company.
Copies of each of the Certificates of Withdrawal are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Withdrawal for Series A Convertible Preferred Stock. | |
| 3.2 | Certificate of Withdrawal for Series B Preferred Stock. | |
| 3.3 | Certificate of Withdrawal for Series C Convertible Preferred Stock. | |
| 3.4 | Certificate of Withdrawal for Series D Convertible Preferred Stock. | |
| 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. | ||
| Dated: April 7, 2022 | By: | /s/ Michael P. Rama |
| Name: | Michael P. Rama | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 3.4
