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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2025
BLINK CHARGING CO.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38392 | 03-0608147 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 5081
Howerton Way, Suite A Bowie, Maryland |
20715 | |
| (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 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock | BLNK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging 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. ☐
CURRENT REPORT ON FORM 8-K
Blink Charging Co. (the “Company”)
March 10, 2025
Item 1.01. Entry into a Material Definitive Agreement.
On March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 1 (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), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete an underwritten initial public offering by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, while the deadline for a direct listing remains April 18, 2025. In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $23.0 million from $22.5 million.
Additionally, Envoy Technologies agreed that, in the event of an underwritten initial public offering as described under a “Qualified IPO,” a prospectus covering the resale of the Envoy Technologies’ shares issuable to the former shareholders of Envoy Technologies will be filed as part of the registration statement in connection with such underwritten initial public offering.
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.
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. 1 to Agreement and Plan of Merger, dated as of March 10, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent. | |
| 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: | March 14, 2025 | By: | /s/ Michael C. Battaglia |
| Name: | Michael C. Battaglia | ||
| Title: | President and Chief Executive Officer | ||
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of March 10, 2025 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), is made by and among ENVOY MOBILITY, INC., a Nevada corporation, formerly known as Blink Mobility, LLC (“Parent”), ENVOY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company (the “Equityholders’ Agent”). Parent, Company and Equityholders’ Agent are referred to herein sometimes individually as a “Party” and collectively herein as the “Parties.” Any capitalized terms used herein but not defined in this Amendment shall have the meaning ascribed to such terms in the Merger Agreement.
WHEREAS, Section 9.11 of the Merger Agreement requires a written instrument signed by the Parties to amend, supplement or change the Merger Agreement; and
WHEREAS, the Parties wish to (a) extend the Tertiary Qualified IPO Stock Date and HoldCo Stock Issuance Date, each as defined in the Merger Agreement, by 45 days, but only with respect to an underwritten initial public offering referred to in subsection (x) of Qualified IPO (it being agreed that Parent’s right to satisfy the Qualified IPO requirement pursuant to subsection (y) of Qualified IPO will expire by its terms on the 24 months anniversary), and (b) increase the Tertiary Qualified IPO Stock Consideration Value to $23,000,000.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound, the Parties agree as follows:
1. Amendments.
| a. | The phrase “24 months anniversary” used twice in Section 2.1(c)(i)(4) of the Merger Agreement is deleted and replaced: |
| i. | in the first instance in subsection (A) with “25.5 months anniversary (June 2, 2025) in the case of an underwritten initial public offering referred to in subsection (x) of Qualified IPO and 24 months anniversary in the case of a direct listing referred to in subsection (y) of Qualified IPO”; and |
| ii. | in the second instance in subsection (B) with “25.5 months anniversary (June 2, 2025)”. |
| b. | The phrase “Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)” in the definition of Tertiary Qualified IPO Stock Consideration Value in the Merger Agreement is deleted and replaced with “Twenty-Three Million Dollars ($23,000,000)”. |
2. Registration Rights. In the event of an underwritten initial public offering referred to in subsection (x) of Qualified IPO, a prospectus covering the resale of the issuer’s shares issuable to the Equityholders will be filed as part of the IPO registration statement.
3. Certain Interpretation. For the avoidance of doubt, under no circumstance shall the period of 25.5 months after Closing referred to in Section 1(a) hereof apply to a direct listing referred to in subsection (y) of Qualified IPO in the Merger Agreement.
4. Miscellaneous Provisions.
a. Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger Agreement.
b. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
c. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
d. Agreement in Effect. Except as expressly provided herein, the execution and delivery of this Amendment shall not extend, modify or waive any term or condition of the Merger Agreement.
e. Governing Law. This Amendment shall be governed by, and construed under, the laws of the State of Delaware, and all rights and remedies being governed by said laws, without regard to principles of conflict of law.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 effective as of the day and year first above written.
| ENVOY MOBILITY, INC. | ||
| By: | /s/ Aviv Hillo, Esq. | |
| Name: | Aviv Hillo, Esq. | |
| Title: | General Counsel & EVP M&A | |
| ENVOY TECHNOLOGIES, INC. | ||
| By: | /s/ Aric Ohana | |
| Name: | Aric Ohana | |
| Title: | CEO | |
| FORTIS ADVISORS LLC,solely in its capacity as the Equityholders’ Agent | ||
| By: | /s/ Ryan Simkin | |
| Name: | Ryan Simkin | |
| Title: | Managing Director | |
Acknowledged, Accepted and Agreed:
BLINK CHARGING CO.
| By: | /s/ Michael Battaglia | |
| Name: | Michael Battaglia | |
| Title: | President and CEO |
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