v3.25.1

NOTES PAYABLE AND CONSIDERATION PAYABLE | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
NOTES PAYABLE AND CONSIDERATION PAYABLE | 8. NOTES PAYABLE AND CONSIDERATION PAYABLE SEMACONNECT- NOTES PAYABLE Amendment to Merger Agreement On August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of the former stockholders of SemaConnect, Inc. (the “Stockholders’ Representative”), entered into an amendment (the “Amendment”) to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company acquired SemaConnect. Under the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $40,600, plus accrued interest) will be paid by the Company. As amended, the Company agreed to pay: (a) within 15 days following our consummation of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement, $12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”), and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000 since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders. The Company agreed that its payment obligations will be guaranteed by all of the Company’s U.S. subsidiaries and secured by a security interest on all assets of the Company and its United States subsidiaries. The Company also agreed that such obligations will be due and payable by April 1, 2025, shortening the original due date from June 13, 2025. Each Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $12,500, including accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior to the date of the Amendment, provided that under no circumstance will the Company be obligated to issue such number of shares equal to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued to such holders in the transaction. Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5% per annum following the date of the Amendment until full repayment of Deferred Merger Consideration. One half of the accrued interest may be paid in cash and the other half may be paid in-kind. In consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common stock with a fair value of $1,000 (“Consent Fee”) (based on the average closing price on and over the three days before and after the date of the Amendment) to the Stockholders’ Representative. The Company also agreed to reimburse up to $50 of the Stockholders’ Representative’s out-of-pocket expenses. The Amendment was determined to be an extinguishment of debt in accordance with ASC 470. As a result, the Consent Fee of $1,000 was accounted for as a loss on extinguishment of notes payable on the consolidated statement of operations during the year ended December 31, 2023. Furthermore, the Company will recognize up to $50 of reimbursable legal fees as a debt discount to the face of the note, which will be amortized through interest expense over the term of the note. Repayment During the year ended December 31, 2024, the Company repaid the remaining principal balance of $31,354 due under this note as well as paid $1,139 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 8. NOTES PAYABLE AND CONSIDERATION PAYABLE – CONTINUED OTHER NOTES PAYABLE In connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable; however, $9,292 of principal were subsequently repaid during the year ended December 31, 2023. See Note 3 – Business Combinations for details. ENVOY – CONSIDERATION PAYABLE In connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration. See Note 3 – Business Combinations for details. During the year ended December 31, 2024, the Company repaid the remaining principal balance of $6,527 due under this note as well as paid $297 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. As of December 31, 2024 and 2023, the estimated fair value of the common stock consideration payable was $21,028 and $18,118, respectively. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts)

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