Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
September 11, 2020, the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”), entered into
an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc. (the “Seller”),
and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”).
The
consideration by the Purchaser for the acquisition of BlueLA includes: (a) a cash payment of $1.00, which was paid to the Seller
at closing, and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California,
a cash payment to the Seller of $1,000,000, payable within three business days after such amendment. The amendment to the carsharing
services agreement with the City of Los Angeles must be obtained by BlueLA no later than December 31, 2020, subject to an extension
to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020 deadline
its approval of the modifications to the carsharing services agreement, as more particularly outlined in the Agreement. The total
consideration paid or payable by the Purchaser excludes transaction costs. The Company has agreed to guaranty the performance
of the Purchaser’s obligations under the Agreement as an inducement for the Seller to enter into the Agreement.
The
Agreement contains customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to
the terms of the Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives
for breaches of the Seller’s representations and warranties, breaches of covenants and losses related to pre-closing taxes
of BlueLA. The Purchaser has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s
representations and warranties, breaches of covenants and losses related to post-closing taxes of BlueLA. The representations
and warranties under the Agreement will survive until December 10, 2021.
Pursuant
to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate,
Bluecarsharing, S.A.S., agreed to provide certain transition and support services to BlueLA and the Purchaser following the closing
and until December 31, 2020. The Seller has also guaranteed the payment of up to $175,000 in parking fees payable by BlueLA to
the City of Los Angeles, and BlueLA has agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is
entitled to obtain under its carsharing services agreement with the City of Los Angeles. In addition, the Seller agreed that,
until September 10, 2023, the Seller will not and will cause its subsidiaries or affiliates not to directly or indirectly, (i)
own, operate, acquire, or establish a business, or in any other manner engage alone or with others in carsharing and/or electric
vehicle charging operation, or activity in the State of California (whether as an operator, manager, employee, officer, director,
consultant, advisor, representative or otherwise) excluding any de minimis ownership interest in any business); or (ii)
intentionally induce or attempt to induce any customer, supplier or other business relation of BlueLA to cease or refrain from
working with BlueLA, or in any way adversely interfere with the relationship between any such customer, supplier or other business
relation and BlueLA.
The
foregoing description of the Agreement is included to provide information regarding its terms. It does not purport to be a complete
description and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 hereto
and is incorporated herein by reference.
The
Agreement has been attached as an exhibit to provide investors and stockholders with information regarding its terms. It is not
intended to provide any other factual information about the Company, the Purchaser or BlueLA. The representations, warranties
and covenants contained in the Agreement are subject to qualifications and limitations agreed to by the respective parties, including
information contained in confidential schedules exchanged between the parties, were made only for the purposes of such agreement
and as of specified dates and were solely for the benefit of the parties to such agreement. Certain of the representations and
warranties have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing
these matters as facts and may be subject to a contractual standard of materiality different from what might be viewed as material
to investors. Investors are not third-party beneficiaries under the Agreement. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not
be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations and
warranties as characterizations of the actual state of facts or condition of the Company, the Purchaser or BlueLA or any of their
respective subsidiaries or affiliates.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, and terms such
as “anticipate,” “expect,” “intend,” “may,” “will,” “should”
or other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will
occur in the future. Those statements include statements regarding the intent, belief or current expectations of the Company and
members of its management, as well as the assumptions on which such statements are based. Prospective investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including
general acquisition-related risks, such as integrating acquired assets into Blink Charging’s operations, unforeseen operating
difficulties and expenditures, and diversion of management attention, and others described in the Company’s periodic reports
filed with the Securities and Exchange Commission. There can be no assurance that the BlueLA Carsharing acquisition will prove
to be beneficial to the Company. Actual results may differ materially from those contemplated by such forward-looking statements.
Except as required by federal securities law, the Company undertakes no obligation to update or revise forward-looking statements
to reflect changed conditions.