Blink Charging Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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CURRENT
REPORT ON FORM 8-K
Blink Charging Co. (the “Company”)
August 4, 2025
Item 1.01. Entry into a Material Definitive Agreement.
On August 4, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 4 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC) (“Mobility”), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.
The Amendment provides that the sole remaining payment obligation to the former equityholders of Envoy Technologies will be fully satisfied, and the Company and Mobility will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $10,000,000 in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $11,000,000, divided into three tranches with vesting conditions based on specific stock price achievements.
All shares of Company common stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day (and 5% in the last 30 days), with a cap of 20% per month.
The former equityholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant to the exercise of warrants. The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment date and use commercially reasonable efforts to have it declared effective within 90 days thereafter. The amendment includes indemnification provisions for both the Company and the former equityholders against claims related to the registration statement.
The foregoing summary description of the Amendment is qualified by reference to the full text thereof, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein in its entirety.
On August 6, 2025, the Company issued a press release announcing its entry into the Amendment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 4 to Agreement and Plan of Merger, dated as of August 4, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent. | |
99.1 |
Press Release issued by Blink Charging Co. on August 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| BLINK CHARGING CO. | ||
| Date: August 6, 2025 | By: | /s/ Michael C. Battaglia |
| Name: | Michael C. Battaglia | |
| Title: | President and Chief Executive Officer | |