Common Stock |
3 Months Ended |
|---|---|
Apr. 30, 2026 | |
| Equity [Abstract] | |
| Common Stock | Common Stock As of April 30, 2026 and January 31, 2026, 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 25,897,631 and 24,316,597 shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively. 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 “2022 Shelf Registration Statement”). As part of the 2022 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”). During the three months ended April 30, 2026 and April 30, 2025, there were no sales of the Company’s Common Stock pursuant to the 2025 ATM Facility and 2022 ATM Facility, respectively. As of April 30, 2026 there were no material amounts of shares of the Company’s Common Stock issued pursuant to the 2025 ATM Facility . 2025 Senior Loan Interest Shares During the quarter ended April 30, 2026, pursuant to the terms of the 2025 Credit Agreement, ChargePoint issued 1,199,942 Interest Shares to the holders of the 2025 Senior Loan in lieu of paying cash interest. See Note 6, Debt, for more information related to the Interest Shares. Common Stock WarrantsThe Company had outstanding warrants issued prior to 2021 to purchase shares of Common Stock (collectively, “Legacy Warrants”). As of April 30, 2026, there were 1,724,961 Legacy Warrants outstanding which are classified as equity and no Legacy Warrants were exercised during the three months ended April 30, 2026 and 2025. 1,046,106 Legacy Warrants have an exercise price of $120.60 per share and expire between July 31, 2030 and August 04, 2030. 678,855 Legacy Warrants have an 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 in Note 6, Debt, under “2025 Senior Loan”, 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. As of April 30, 2026, 1,671,000 2025 Warrants were outstanding and no 2025 Warrants were exercised during the three months ended April 30, 2026.
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