NOTES PAYABLE AND CONSIDERATION PAYABLE |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Debt Disclosure [Abstract] | |
| NOTES PAYABLE AND CONSIDERATION PAYABLE |
8. NOTES PAYABLE AND CONSIDERATION PAYABLE
SEMACONNECT- NOTES PAYABLE
Amendment to Merger Agreement
In connection with the Company’s acquisition of SemaConnect in June 2022 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), the Company agreed to pay $40,600 in deferred merger consideration (the “Deferred Merger Consideration”), plus accrued interest, to the former stockholders of SemaConnect.
On August 4, 2023, the Company entered into an amendment to the Merger Agreement to modify the payment terms of the Deferred Merger Consideration. Under the amended terms, the Company agreed to pay: (a) within 15 days following the consummation of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing, $12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders; and (b) within 15 days following the consummation of any financing transaction or series of related transactions in excess of $250,000 since the closing, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay the Deferred Merger Consideration until paid in full. The amendment also: (i) accelerated the maturity date from June 13, 2025 to April 1, 2025; (ii) increased the interest rate from 7% to 9.5% per annum (with 50% payable in cash and 50% payable in-kind); and (iii) provided each stockholder with the right to convert its outstanding Deferred Merger Consideration (after the initial $12,500 payment) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average stock price prior to the amendment date, subject to a cap that prevents the issuance of shares equal to or in excess of 20% of the Company’s outstanding common stock. The payment obligations were guaranteed by all of the Company’s U.S. subsidiaries and secured by a security interest on all assets of the Company and its U.S. subsidiaries.
In consideration for the amendment, the Company issued shares of common stock valued at $1,000 as a consent fee to the stockholders’ representative, which was recognized as a loss on extinguishment of debt in accordance with ASC 470 during the year ended December 31, 2023. The Company also recognized $50 of reimbursable legal fees as a debt discount, which was amortized through interest expense over the term of the note.
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.
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.
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.
See Note 10 – Fair Value Measurement for additional details related to the settlement of the common stock consideration payable.
BLINK CHARGING CO.
Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts)
|