Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Blink Charging Co. | v383237_ex23-1.htm |
| EX-99.3 - EXHIBIT 99.3 - Blink Charging Co. | v383237_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - Blink Charging Co. | v383237_ex99-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2013
Car Charging Group, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-149784 | 03-0608147 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1691 Michigan Avenue, Suite 601
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)
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 I4a-12 under the Exchange Act (17CFR240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (the “Amendment”) of Car Charging Group, Inc., amends our Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 26, 2013 (the “Original Filing”) to file the audited financial statements of the acquired business, Beam Charging LLC, as Exhibit 99.2 and our pro forma financial statements as Exhibit 99.3, and make a revision to Item 9.01, Financial Statements and Exhibits in the Original Filing.
Except as stated in this Explanatory Note, no other information contained in any Item of the Original Filing is being amended, updated or otherwise revised. This Amendment speaks as of the filing date of the Original Filing, does not reflect any events that may have occurred subsequent to such date, and does not modify or update in any way disclosures made in the Original Filing except as stated above.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired. In accordance with Item 9.01(a), audited financial statements of Beam Charging LLC for the years ended December 31, 2012 and December 31, 2011 and for the period from its inception (December 31, 2010) through December 31, 2012 are filed with this Current Report as Exhibit 99.2.
(b) Pro forma financial information. In accordance with Item 9.01(b), our pro forma financial statements are filed with this Amended Current Report as Exhibit 99.4.
(c) Not applicable.
(d) Exhibits:
|
Exhibit Number |
||
| 2.1 * | Equity Exchange Agreement, dated February 26, 2013, by and among Car Charging Group, Inc., Beam Acquisition LLC, Beam Charging, LLC, and the Members of Beam Charging LLC. | |
| 2.2 * | Agreement, dated December 31, 2012, by and among Car Charging Group, Inc., Beam Acquisition, LLC, and Manhattan Charging LLC. | |
| 10.1 * | Form of Promissory Note | |
| 10.2 * | Security Agreement, dated February 26, 2013 | |
| 10.3 * | Pledge and Security Agreement, dated February 26, 2013. | |
| 10.4 * | Escrow Agreement, dated February 26, 2013. | |
| 10.5 * | Form of Cancellation Letter, dated February 26, 2013 | |
| 10.6 * | Form of Assignment of Beam Membership Interest, dated February 26, 2013, by and among Beam Acquisition LLC and Manhattan Charging LLC | |
| 10.7 * | Form of Assignment of Promissory Note, dated February 26, 2013, by and among Car Charging Group, Inc. and Beam Charging LLC. | |
| 10.8 * | Amendment to Promissory Notes, dated February 26, 2013, by and among Car Charging Group, Inc. and Beam Charging LLC. | |
| 23.1 | Consent of Silberstein Ungar, PLLC | |
| 99.1 * | Press Release | |
| 99.2 | Audited Financial Statements of Beam Charging LLC for the years ended December 31, 2012 and 2011 and for the period of December 31, 2010 (inception) through December 31, 2012 and the related notes thereto | |
| 99.3 | Unaudited Pro Forma Financial Statements | |
| * |
Included in Original Filing of Form 8-K on February 26, 2013
|
SIGNATURE
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.
Dated: July 7, 2014
| Car Charging Group, Inc. | ||
| By: | /s/ Michael D. Farkas | |
| Michael D. Farkas | ||
| Chief Executive Officer | ||