[8-K] Blink Charging Co. Reports Material Event

Rhea-AI Filing Summary

Blink Charging Co. (BLNK) filed an 8-K disclosing that on 4 Aug 2025 its indirect subsidiary Envoy Technologies, Inc. executed Amendment No. 4 to the April 2023 Merger Agreement.

The amendment fully settles the sole remaining earn-out owed to Envoy’s former equityholders. Settlement will be satisfied entirely with equity: (i) $10 million in BLNK common stock priced at the 25-day VWAP, and (ii) $11 million in warrants, divided into three tranches that vest upon achieving specified share-price targets. Upon issuance, Blink and Envoy Mobility are released from all related claims and liabilities.

All shares issued (or obtained via warrant exercise) are subject to a 120-day leak-out permitting sales of up to 2 % per day (5 % in the final 30 days) and capped at 20 % per month. Former holders receive registration rights; Blink must file a resale Form S-1 within 30 days and seek effectiveness within 90 days. A press release announcing the amendment was issued 6 Aug 2025 and is filed as Exhibit 99.1.

Positive

• Earn-out liability extinguished, removing legal and financial overhang from the 2023 Envoy acquisition.
• No cash outflow; settlement conducted entirely in equity, conserving liquidity for operations and expansion.
• Clear registration timeline and leak-out terms provide transparency and reduce disorderly selling risk.

Negative

• Dilution risk from $10 m in stock plus $11 m in warrants that could expand the share base.
• Leak-out permits sales of up to 20 % of issued shares per month, potentially adding selling pressure within four months.

Insights

M&A Specialist

TL;DR – Equity-only earn-out settlement removes future liabilities and preserves cash; modestly positive for strategic flexibility.

By converting the final $21 m obligation into stock and performance-based warrants, Blink terminates lingering deal contingencies from its 2023 Envoy acquisition. The release of claims reduces legal overhang, simplifies post-merger integration, and conserves cash that can be redeployed into network expansion. While the warrants are contingent, the immediate share issuance represents limited dilution relative to Blink’s market cap and is controlled by a 120-day leak-out. Overall, the amendment improves balance-sheet clarity and enhances M&A execution credibility.

Equity Analyst

TL;DR – Cash saved, but potential dilution from $10 m stock plus $11 m warrants keeps impact largely neutral.

The settlement eliminates a cash earn-out, but shareholders face up to $21 m of equity issuance—immediate stock plus price-triggered warrants. The leak-out limitations mitigate sudden resale pressure, yet the monthly cap still allows meaningful supply. Absent financial guidance, EPS impact can’t be quantified; therefore, valuation effect hinges on whether the freed cash drives growth that outweighs dilution. I view the news as neutral near-term, with upside if capital redeployment accelerates revenue.

false 0001429764 0001429764 2025-08-04 2025-08-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 4, 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”)

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

FAQ

What did Blink Charging (BLNK) announce in its 4 Aug 2025 8-K?

The company settled its final Envoy earn-out by issuing $10 m in stock and $11 m in warrants, eliminating related liabilities.

How large is the payment to Envoy Technologies’ former equityholders?

Blink will issue $21 million in total consideration—$10 m in shares and $11 m in warrants.

What restrictions apply to the newly issued BLNK shares?

All shares are subject to a 120-day leak-out limiting daily sales to 2 % (5 % in the last 30 days) and 20 % per month.

When will Blink file the resale registration statement?

The company must file a Form S-1 within 30 days of 4 Aug 2025 and seek effectiveness within 90 days.

What triggers vesting of the $11 m warrants?

The warrants vest in three tranches tied to specific BLNK stock-price targets (exact levels not disclosed in the filing).

Does the amendment include indemnification?

Yes. Both Blink and the former equityholders receive mutual indemnification for claims related to the registration statement.