Blink Charging Co.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on December 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BLINK CHARGING CO.

(Exact name of registrant as specified in its charter)

17301 Melford Blvd.

Bowie, Maryland 20715

(305) 521-0200

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Michael C. Battaglia

President and Chief Executive Officer

Blink Charging Co.

17301 Melford Blvd.

Bowie, Maryland 20715

(305) 521-0200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These shares may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these shares, and it is not soliciting an offer to buy these shares in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED DECEMBER 4, 2025

Up to 14,814,814 Shares of Common Stock

We are offering up to 14,814,814 shares of common stock, par value $0.001 per share (“common stock”). The assumed public offering price for each share of common stock is $1.35, which was the closing price of our common stock on The Nasdaq Capital Market on December 3, 2025. Pursuant to this prospectus, we are also offering the Placement Agents’ Warrants (as defined below) and the shares of common stock issuable upon the exercise of the Placement Agents’ Warrants.

The shares of our common stock being offered will be sold in a single closing. Because there is no minimum number of shares of common stock or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the shares of common stock offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of shares of common stock sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of shares of common stock offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds effectively. The offering of the shares of our common stock will terminate no later than December 31, 2025.

Our common stock trades on The Nasdaq Capital Market under the symbol “BLNK.” The closing price of our common stock on The Nasdaq Capital Market on December 3, 2025 was $1.35 per share.

We have engaged H.C. Wainwright & Co., LLC (“Wainwright”) and Roth Capital Partners, LLC (“Roth” and, together with Wainwright, the “Placement Agents”) to act as our co-placement agents in connection with this offering. The Placement Agents are not required to buy or sell any specific number or dollar amount of the shares of common stock offered hereby, but they will use their reasonable best efforts to solicit offers to purchase the shares of common stock offered by this prospectus. There is no minimum number of shares of common stock or amount of proceeds required as a condition to closing in this offering. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of shares of common stock offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Plan of Distribution” of this prospectus. Certain information in this prospectus is based on an assumed public offering price of $1.35 per share (the last reported sale price of our common stock on The Nasdaq Capital Market on December 3, 2025). The actual public offering price per share will be determined between us and prospective investors in consultation with the Placement Agents, based on market conditions at the time of pricing, and may be at a discount to the current market price of our common stock.

You should read this prospectus carefully, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference,” before you invest in any of our shares of common stock.

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 of information that should be considered in connection with an investment in our shares of common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock being offered pursuant to this prospectus is expected to be made on or about December , 2025, subject to the satisfaction of certain closing conditions.

The date of this prospectus is December, 2025.

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