10-K/A - BLNK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-K/A

(AmendmentNo. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended ### December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _____________ to _____________

Commission

File No. 001-38392

BLINK

CHARGING CO.

(Exact name of registrant as specified in its charter)

Nevada	03-0608147
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
605 Lincoln Road, 5^th^ Floor
Miami Beach, Florida	33139
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (305) 521-0200

Securities

registered pursuant to Section 12(b) of the Act:

Title<br> of Each Class	Trading<br> Symbol(s)	Name<br> of Each Exchange on Which Registered
Common<br> Stock	BLNK	The<br> NASDAQ Stock Market LLC
Common<br> Stock Purchase Warrants	BLNKW	The<br> NASDAQ Stock Market LLC

Securities

registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an 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.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State

the aggregate market value of the voting and non-voting common equity held by non-affiliates (23,077,807 shares) computed by reference to the price at which the common equity was last sold ($5.68) as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2020): $131,081,944.

As

of March 29, 2021, the registrant had 41,939,156 outstanding shares of common stock.

Documents

Incorporated by Reference: None.

EXPLANATORY

NOTE

The registrant is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend the Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 001-38392) (the “2020 Annual Report”), as filed by the registrant with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2021. This Amendment No. 1 on Form 10-K is being filed solely to amend the registrant’s audit report provided by the registrant’s independent registered public accounting firm to include reference to (i) in the first sentence thereof, the balance sheet as of December 31, 2019 and the consolidated statements of comprehensive loss for the two years ended December 31, 2020, and (ii) in the last sentence of the first paragraph thereof, the accounting principles generally accepted in the United States of America, which in each case were inadvertently not included in the auditor’s initial report. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as otherwise expressly noted herein, there have been no changes in any of the financial or other disclosure information contained in the 2020 Annual Report. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after March 31, 2021) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2020 Annual Report and the registrant’s other filings with the SEC.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Blink Charging Co. and Subsidiaries

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Blink Charging Co. and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved or especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum llp
Marcum<br> llp
We<br> have served as the Company’s auditor since 2014.
New<br> York, NY
March<br> 31, 2021

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PART

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)	EXHIBITS
---	---

We have filed the exhibits listed in the Exhibit Index below in this Form 10-K/A:

Exhibit		Incorporated by Reference		Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
31.1	Rule 13a-14(a) Certification of<br> Principal Executive Officer				X
31.2	Rule 13a-14(a) Certification of<br> Principal Financial Officer				X
32.1	Section 1350 Certification of<br> Principal Executive Officer				X
32.2	Section 1350 Certification of<br> Principal Financial Officer				X
*	In<br> accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of<br> the Exchange Act.
---	---

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLINK CHARGING CO.
Date:<br> December 16, 2021	By:	/s/ Michael D. Farkas
		Michael<br> D. Farkas
		Chairman<br> of the Board and Chief Executive Officer<br><br> <br>(Principal<br> Executive Officer)
Date:<br> December 16, 2021	By:	/s/ Michael P. Rama
---	---	---
		Michael<br> P. Rama
		Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

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Exhibit31.1

CERTIFICATION OF PRINCIPALEXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TOSECTION 302 OF

THE SARBANES-OXLEY ACTOF 2002

I, Michael D. Farkas, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Blink Charging Co.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:	/s/ Michael D. Farkas
---	---
	Michael D. Farkas
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)
	December 16, 2021

Exhibit 31.2

CERTIFICATION OF PRINCIPALFINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TOSECTION 302 OF

THE SARBANES-OXLEY ACTOF 2002

I, Michael P. Rama, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Blink Charging Co.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:	/s/ Michael P. Rama
---	---
	Michael P. Rama
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	December 16, 2021

Exhibit 32.1

CERTIFICATION OF PRINCIPALEXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

In connection with this Amendment No. 1 to Annual Report of Blink Charging Co. (the “Company”) on Form 10-K/A for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. Farkas, Chairman, Chief Executive Officer and Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	Such Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020, fairly presents, in all material respects, the financial condition and results of operations of Blink Charging Co.
By:	/s/ Michael D. Farkas
---	---
	Michael D. Farkas
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)
	December 16, 2021

Exhibit 32.2

CERTIFICATION OF PRINCIPALFINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

In connection with this Amendment No. 1 to Annual Report of Blink Charging Co. (the “Company”) on Form 10-K/A for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Rama, Chief Financial Officer and Principal Financial and Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	Such Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020, fairly presents, in all material respects, the financial condition and results of operations of Blink Charging Co.
By:	/s/ Michael P. Rama
---	---
	Michael P. Rama
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	December 16, 2021