424B4 1 form424b4.htm 424B4

PROSPECTUS	Filed Pursuant to Rule 424(b)(4)
	Registration No. 333-291943

26,666,666 Shares of Common Stock

BLINK CHARGING CO.

We are offering 26,666,666 shares of common stock, par value $0.001 per share (“common stock”). The public offering price for each share of common stock is $0.75. 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 10, 2025 was $0.94 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.

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 prospectus and in 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.

	Per Share		Total
Public offering price	$	0.75	$	20,000,000
Placement agent fees (1)	$	0.045	$	1,200,000
Proceeds to us, before expenses	$	0.705	$	18,800,000

(1)

We have agreed to pay the Placement Agents a total cash fee equal to 6.0% of the aggregate gross proceeds from this offering and reimburse the Placement Agents for all reasonable out-of-pocket costs and expenses incident to the performance of the obligations of the Placement Agents, including the reasonable documented fees and expenses of the Placement Agents’ legal counsel, in an aggregate amount up to $125,000 and for its clearing expenses in the amount of $15,950. We have also agreed to issue to the Placement Agents, or their designees, warrants to purchase a number of shares of common stock equal to 6.0% of the aggregate number of shares of common stock sold in this offering (the “Placement Agents’ Warrants”). See “Plan of Distribution” for additional information.

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 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	ii
PROSPECTUS SUMMARY	1
THE OFFERING	7
RISK FACTORS	8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	14
USE OF PROCEEDS	15
MARKET PRICE OF OUR COMMON STOCK	15
DIVIDEND INFORMATION	15
DILUTION	16
CAPITALIZATION	17
DESCRIPTION OF CAPITAL STOCK	18
DESCRIPTION OF SECURITIES WE ARE OFFERING	20
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	24
EXPERTS	24
WHERE YOU CAN FIND MORE INFORMATION	24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	25

Issuer:		Blink Charging Co.

Common Stock Offered:		26,666,666 shares of common stock.

Common Stock Outstanding after this Offering:		141,252,736 shares of common stock.

Best Efforts Offering:		We have agreed to issue and sell the shares of common stock offered hereby to the purchasers through the Placement Agents. 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. See the section entitled “Plan of Distribution” of this prospectus.

Use of Proceeds:		We estimate that the net proceeds of this offering, after deducting placement agent fees and estimated offering expenses, will be approximately $18.4 million. We intend to use the net proceeds from this offering primarily to fund capital expenditures to expand our owned and operated DC Fast Charging network and to support our working capital and general corporate requirements. See “Use of Proceeds.”

Lock-up:		We and all of our directors and officers have agreed, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 90 days after the closing of this offering. See “Plan of Distribution” for more information.

Risk Factors:		Investment in our shares of common stock involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors” beginning on page 8, and the other information included and incorporated by reference in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our shares of common stock.

Nasdaq Capital Market Symbol:		BLNK

	●	569,163 shares of common stock issuable upon the exercise of outstanding stock options;

	●	5,048,329 shares of common stock issuable upon the exercise of outstanding warrants, inclusive of the Envoy Warrants; and

	●	1,716,885 shares of common stock issuable upon the vesting of outstanding restricted stock units.

	●	the EV charger industry as a whole is undercapitalized to deliver the full potential of the expected EV market growth in the near future;

	●	changes in the market acceptance of our products and services;

	●	changes in political, economic, or regulatory conditions generally and in the markets in which we operate;

	●	geopolitical crises, outbreak of hostilities, and acts of war such as the Russian invasion of Ukraine and the Middle East hostilities, the actions that have been and could be taken by other countries, including new and stricter sanctions and actions taken in response to such sanctions;

	●	our expectations regarding our future operating and financial performance;

	●	adverse conditions in the industries in which our customers operate;

	●	our ability to retain and attract senior management and other key employees;

	●	our ability to respond to new technological developments quickly and effectively;

	●	our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others, and prevent others from infringing on our proprietary rights; and

Public offering price per share			$	0.75
Net tangible book value per share of common stock as of September 30, 2025	$	0.55
As adjusted net tangible book value per share after this offering			$	0.58
Dilution per share to new investors purchasing shares in this offering			$	0.17

	●	569,038 shares of common stock issuable upon the exercise of outstanding stock options;

	●	5,048,329 shares of common stock issuable upon the exercise of outstanding warrants, inclusive of the Envoy Warrants; and

	●	1,681,564 shares of common stock issuable upon the vesting of outstanding restricted stock units.

	●	on an actual basis; and

	●	on an as adjusted basis to give effect to the sale by us of 26,666,666 shares of our common stock in this offering at the public offering price of $0.75 per share of common stock, and after deducting placement agent fees and estimated offering expenses payable by us.

	As of September 30, 2025
	Actual			As Adjusted
Cash and cash equivalents	$	23,110		$	41,539
Notes payable		265			265
Notes payable – related party ⁽¹⁾		114			—
Stockholders’ equity:
Common stock, $0.001 par value, 500,000,000 shares authorized; 114,411,184 shares issued and outstanding as of September 30, 2025, actual; 141,252,736 shares issued and outstanding as of September 30, 2025, as adjusted		114			141
Additional paid-in capital		876,253			894,655
Accumulated other comprehensive loss		3,020			3,020
Accumulated deficit		(788,607	)		(788,607	)
Total stockholders’ equity		90,780			109,209
Total capitalization	$	91,159		$	109,474

	●	500,000,000 shares of common stock, par value $0.001 per share; and

	●	standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

	●	covenants regarding matters such as no integration with other offerings, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of shares of common stock, and no subsequent equity sales for 90 days, subject to certain exceptions.

	Per Share		Total
Public offering price	$	0.75	$	20,000,000
Placement agent fees (1)	$	0.045	$	1,200,000
Proceeds to us, before expenses	$	0.705	$	18,800,000

	●	may not engage in any stabilization activity in connection with our securities; and

	●	Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 9, 2025, as amended by the Form 10-K/A, filed with the SEC on April 29, 2025, as further amended by the Form 10-K/A filed with the SEC on May 14, 2025;

	●	Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 12, 2025, August 18, 2025 and November 7, 2025, respectively;

	●	Our Current Reports on Form 8-K (only to the extent “filed” and not “furnished”), filed with the SEC on January 28, 2025, March 14, 2025, April 8, 2025, April 9, 2025, April 11, 2025, April 29, 2025, May 13, 2025, May 19, 2025, May 21, 2025, May 22, 2025, June 4, 2025, June 30, 2025, August 6, 2025, August 29, 2025, September 2, 2025, September 11, 2025, and November 4, 2025;

	●	Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 14, 2025; and

	●	The description of our registered securities contained in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 9, 2025.

SEC Form 424B4 filed by Blink Charging Co.