Stock Warrants |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Warrants | Common Stock As of each of January 31, 2026 and 2025, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. There were 24,316,597 and 22,805,1151 shares issued and outstanding as of January 31, 2026 and 2025, respectively. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permitted the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “2022 ATM Facility”). The 2022 Shelf Registration Statement expired on July 12, 2025. On September 8, 2025, ChargePoint filed a registration statement on Form S-3 (File No. 333-290113) with the SEC, which was amended on December 5, 2025 and was declared effective by the SEC on December 8, 2025, which permits the Company to offer up to $400.0 million of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “2025 Shelf Registration Statement”). The 2025 Shelf Registration Statement includes a sales agreement prospectus pursuant to which ChargePoint may, from time to time, offer and sell up to $150.0 million of Common Stock pursuant to a sales agreement (the “2025 ATM Facility”). There were no material amounts of shares issued of the Company’s Common Stock pursuant to the 2025 ATM Facility during the fiscal year ended January 31, 2026. As of January 31, 2026, 13,903,800 shares of Common Stock were reserved for future issuance under the 2025 ATM Facility. During the fiscal year ended January 31, 2025, the Company sold a total of 415,9151 shares of its Common Stock pursuant to the 2022 ATM Facility at the prevailing market prices for total proceeds of $10.2 million, net of $0.1 million of issuance costs. During the fiscal year ended January 31, 2024, the Company sold a total of 2,964,9741 shares of its Common Stock pursuant to the 2022 ATM Facility at the prevailing market prices for total proceeds of $287.2 million, net of $1.2 million of issuance costs. (1) Amounts have been adjusted to reflect 1-for-20 reverse stock split that became effective on July 28, 2025. See Note 1, Description of Business and Basis of Presentation for additional details. Stock WarrantsThe Company had outstanding warrants issued prior to 2021 to purchase shares of Common Stock (collectively, “Legacy Warrants”). As of January 31, 2026, there were 1,724,961 Legacy Warrants outstanding which are classified as equity and no Legacy Warrants were exercised during the fiscal years ended January 31, 2026, January 31, 2025 and January 31, 2024. 1,046,106 Legacy Warrants have exercise price of $120.60 per share and expire between July 31, 2030 and August 4, 2030. 678,855 Legacy Warrants have exercise price of $180.80 per share and expire between November 16, 2028 and February 14, 2029. Warrants outstanding and warrant activity are adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation. In connection with the Exchange Transaction, on November 14, 2025, described Note 6, Debt in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “2028 Convertible Notes”, the Company issued the warrants to purchase an aggregate of 1,671,000 shares of ChargePoint’s Common Stock to the Exchanging Holders (2025 Warrants). The 2025 Warrants were exercisable immediately upon issuance and will expire on November 14, 2030. The 2025 Warrants are accounted for as equity as they are redeemable only in shares of Common Stock, with an exercise price of $25.00 per share and may be exercised at the election of the holder on a cash basis or through a cashless exercise. The Company recorded $6.1 million at fair value using a Black-Scholes model as additional paid-in capital on the Consolidated Balance Sheet. As of January 31, 2026, 1,671,000 2025 Warrants were outstanding and no 2025 Warrants were exercised during the fiscal year ended January 31, 2026. The fair value of the 2025 Warrants were determined as of the issuance date, using the Black-Sholes option pricing model. The following assumptions were used in the model:
|
||||||||||||||||||||||||||||||||||||||||||||||||