Blink Charging Co美股招股说明书(2025-12-11版)

BLINK CHARGING CO. We are offering 26,666,666 shares of common stock, par value $0.001 per share (“common stock”). The public offering pricefor each share of common stock is $0.75. Pursuant to this prospectus, we are also offering the Placement Agents’ Warrants (as defined The shares of our common stock being offered will be sold in a single closing. Because there is no minimum number ofshares of common stock or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the sharesof common stock offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount ofshares of common stock sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account andthere is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to Our common stock trades on The Nasdaq Capital Market under the symbol “BLNK.” The closing price of our common stockon The Nasdaq Capital Market on December 10, 2025 was $0.94 per share. We have engaged H.C. Wainwright & Co., LLC (“Wainwright”) and Roth Capital Partners, LLC (“Roth” and, together withWainwright, the “Placement Agents”) to act as our co-placement agents in connection with this offering. The Placement Agents are notrequired to buy or sell any specific number or dollar amount of the shares of common stock offered hereby, but they will use theirreasonable best efforts to solicit offers to purchase the shares of common stock offered by this prospectus. There is no minimumnumber of shares of common stock or amount of proceeds required as a condition to closing in this offering. In addition, because thereis no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested You should read this prospectus carefully, together with additional information described under the headings “Where You CanFind More Information” and “Incorporation of Certain Information by Reference,” before you invest in any of our shares of commonstock. Investing in our shares of common stock is highly speculative and involves a high degree of risk. See “Risk Factors”beginning on page 8 of this prospectusandin the documents incorporated by reference into this prospectus for a discussion ofinformation that should be considered in connection with an investment in our shares of common stock. (1)We have agreed to pay the Placement Agents a total cash fee equal to 6.0% of the aggregate gross proceeds from this offeringand reimburse the Placement Agents for all reasonable out-of-pocket costs and expenses incident to the performance of theobligations of the Placement Agents, including the reasonable documented fees and expenses of the Placement Agents’ legalcounsel, in an aggregate amount up to $125,000 and for its clearing expenses in the amount of $15,950. We have also agreed Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. Delivery of the shares of common stock being offered pursuant to this prospectus is expected to be made on or aboutDecember 12, 2025, subject to the satisfaction of certain closing conditions. H.C. Wainwright & Co. Roth Capital Partners The date of this prospectus is December 10, 2025. Table of Contents ABOUT THIS PROSPECTUS We incorporate important information into this prospectus by reference. You may obtain the information incorporated byreference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this Neither we nor the Placement Agents have authorized anyone to provide you with information different from or inconsistentwith the information contained in or incorporated by reference in this prospectus. We and the Placement Agents take no responsibilityfor and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that theinformation appearing in this prospectus and the documents incorporated by reference in this prospectus is accurate only as of the date The information incorporated by reference or provided in this prospectus contains statistical data and estimates, includingthose relating to market size and competitive position of the markets in which we participate, that we obtained from our own internalestimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties.Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that i