UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
| 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) |
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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. ☐
| Item 8.01 | Other Events |
Binding Term Sheet
On October 11, 2023, ChargePoint Holdings, Inc. (the “Company”) and the lead investor in the Prior Notes (as defined below) (the “Holder”) entered into a Binding Term Sheet (the “Term Sheet”).
Amendment of Convertible Notes
Pursuant to the Term Sheet, the Company will modify the terms of the Prior Notes either by (i) amending the Indenture by and among the Company, ChargePoint, Inc., as guarantor, and Wilmington Trust National Association, as trustee, dated April 12, 2022 (“Prior Indenture”) or (ii) exchanging the previously issued $300.0 million aggregate principal amount of 3.50% / 5.00% Convertible Senior PIK Toggle Notes due 2027 (the “Prior Notes”) for new notes (in either case, such modified notes, the “New Notes”). The Term Sheet provides that the New Notes will be substantially identical to the Prior Notes, other than the changes set forth in the Term Sheet. Pursuant to the Term Sheet, the Company and the Holder agree that (A) the New Notes will bear interest at an annual rate of 7.0%, to the extent paid in cash, and 8.50%, to the extent paid in kind, payable semiannually in arrears, (B) the New Notes will mature on April 1, 2028, and (C) the initial conversion rate of the New Notes will be 83.3333 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), per $1,000 principal amount of the New Notes.
ATM Placement
Pursuant to the Term Sheet, on October 11, 2023, the Holder agreed to purchase 41,371,158 shares (the “Shares”) of Common Stock pursuant to the Company’s existing “at-the-market” stock sales facility governed by that certain Sales Agreement by and among the Company, Cowen and Company LLC, Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc. dated as of July 1, 2022. The Shares will be sold at a price per share of $4.23.
Press Release
On October 11, 2023, the Company issued a press release titled “ChargePoint Raises $232M to Support Path to Profitability in 2024.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the consummation of the sales contemplated under the ATM and the Company’s ability to negotiate and enter into definitive documentation for the issuance of the New Notes. The Company cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, including obtaining any necessary consents under the Company’s existing revolving credit agreement. Additional risks and uncertainties that could affect the Company and its financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2023, which is available on the Company’s website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. All forward-looking statements in this report are based on information available to the Company as of the date hereof, and the Company assumes no obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated as of October 11, 2023 | |
| 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.
| CHARGEPOINT HOLDINGS, INC. | ||
| By: | /s/ Rebecca Chavez | |
| Name: | Rebecca Chavez | |
| Title: | General Counsel and Corporate Secretary | |
Date: October 11, 2023
Exhibit 99.1
ChargePoint Raises $232M to Support Path to Profitability in 2024
| • | $175M of new equity committed by institutional investors via the Company’s “at-the-market” offering facility |
| • | $57M of new equity raised in Q3 of FY2024 via the ATM |
| • | Adjustment to terms of outstanding $300M convertible notes |
Campbell, Calif., October 11, 2023 —ChargePoint Holdings, Inc. (NYSE: CHPT), a leading provider of networked solutions for charging electric vehicles, has secured a commitment from institutional investors, led by the lead investor of ChargePoint’s $300M in convertible notes issued in April 2022 (“Notes”), to purchase $175M of common stock pursuant to the Company’s “at-the-market” (ATM) offering facility. Separately, ChargePoint raised net proceeds of $57M in additional funds under the ATM facility during the third fiscal quarter of 2024.
“We are pleased to secure $232M in funding this quarter, which supports our stated goal of adjusted EBITDA profitability in the fourth fiscal quarter of next year,” said Rex Jackson, CFO of ChargePoint. “These raises and our recently announced $150M revolving credit facility are consistent with our announced capital strategy to bolster our balance sheet. We have no further plans to access the ATM.”
Separately, ChargePoint and the lead investor in the Notes have entered into a binding term sheet agreeing to modify (either by amendment or exchange for new notes) the Notes to extend the maturity of the Notes from April 1, 2027 to April 1, 2028, to increase the cash coupon from 3.5% to 7% per year, to increase the payment in kind coupon from 5% to 8.5% per year, and to adjust the conversion price from $24.03 per share to $12.00 per share.
Evercore acted as exclusive financial advisor to ChargePoint.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including, risks associated with the consummation of the sales contemplated under the ATM, consummation of the amendment or exchange related to the Notes, risks related to our ability to achieve positive adjusted EBITDA by the fourth fiscal quarter of fiscal year 2025, and our plans regarding accessing the ATM. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: macroeconomic trends, including changes in or sustained inflation; prolonged and sustained increases in interest rates, or other events beyond our control on the overall economy which may reduce demand for our products and services; geopolitical events and conflicts; adverse impacts to our business and those of our customers and suppliers, including due to supply chain disruptions, component shortages, and associated logistics expense increases; our limited operating history as a public company; our ability as an organization to successfully acquire and integrate other companies, products or technologies in a successful manner; our dependence on widespread acceptance and adoption of EVs and increased demand for installation of charging stations; our current dependence on sales of charging stations for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; our reliance on contract manufacturers, including those located outside the United States, may result in supply chain interruptions, delays and expense increases which may adversely affect our sales, revenue and gross margins; our ability to expand our operations and market share in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins due to delays and costs associated with new product introductions, inventory obsolescence, component shortages and related expense increases; adverse impact to our revenues and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition; risks related to our dependence on our intellectual property; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2023, which is available on our website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
ChargePoint
John Paolo Canton
Vice President, Communications
JP.Canton@chargepoint.com
PST- California
AJ Gosselin
Director, Corporate Communications
AJ.Gosselin@chargepoint.com
media@chargepoint.com
EST- Boston
Patrick Hamer
Vice President, Capital Markets and Investor Relations
Patrick.Hamer@chargepoint.com
investors@chargepoint.com
EST- New York
Document and Entity Information |
Oct. 11, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001777393 |
| Document Type | 8-K |
| Document Period End Date | Oct. 11, 2023 |
| Entity Registrant Name | ChargePoint Holdings, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39004 |
| Entity Tax Identification Number | 84-1747686 |
| Entity Address, Address Line One | 240 East Hacienda Avenue |
| Entity Address, City or Town | Campbell |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95008 |
| City Area Code | (408) |
| Local Phone Number | 841-4500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 |
| Trading Symbol | CHPT |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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