ChargePoint Holdings, Inc 8-K, filed Jul 28, 2025
ChargePoint Holdings, Inc. (CHPT)
8-K
2025-07-28
For: 2025-07-25
View Original
Added on
April 12, 2026
About this 8-K
ChargePoint Holdings, Inc filed this 8-K on July 28, 2025, reporting on events of July 25, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): July 25, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
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) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 3.03. Material Modifications to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 28, 2025, ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), effected a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on July 8, 2025, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) to effect, at the discretion of the Company’s Nominating and Corporate Governance Committee (the “NCG Committee”), a reverse stock split at a ratio in the range of one-for-two (1:2) to one-for-thirty (1:30), with such ratio to be subsequently determined in the discretion of the NCG Committee. Pursuant to such authority granted by the Company’s stockholders, the NCG Committee approved the Reverse Stock Split and the filing of the Amendment to effectuate the Reverse Stock Split on July 9, 2025. Following such approval, the Company filed the Amendment with the Secretary of State of the State of Delaware on July 25, 2025, which became effective at 12:01 a.m. Eastern Time on July 28, 2025 (the “Effective Time”).
The Reverse Stock Split affected all shares of Common Stock outstanding immediately prior to the Effective Time such that (i) the number of equity-based awards that remain available to be granted under the Company’s equity incentive plans were decreased proportionately and proportionate adjustments made to the per share exercise price, share-based vesting criteria and the number of shares issuable upon the exercise of outstanding stock options, (ii) the number of shares owned upon vesting and settlement of restricted stock units and other equity-based awards were decreased proportionately, as applicable, (iii) the Company’s outstanding warrants to purchase shares of the Common Stock were proportionately adjusted in accordance with the respective warrant agreements to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and/or their exercise prices, and (iv) the conversion rate of the Company’s convertible notes were proportionately adjusted in accordance with the indenture governing the convertible notes to reflect the Reverse Stock Split. The number of authorized shares of the Common Stock remained at 1,000,000,000 shares. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.
On July 28, 2025, the Common Stock began trading on the New York Stock Exchange on a split-adjusted basis under the existing symbol “CHPT”, but the Common Stock has been assigned a new CUSIP number (15961R 303). The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| 3.1 | ||||||||
| 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/ Mansi Khetani | |||||||
| Name: Mansi Khetani | ||||||||
| Title: Chief Financial Officer | ||||||||
Date: July 28, 2025
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
CHARGEPOINT HOLDINGS, INC.
ChargePoint Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
FIRST: The present name of the Corporation is ChargePoint Holdings, Inc. The Corporation was incorporated under the name “Switchback Energy Acquisition Corporation” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 10, 2019, which was subsequently amended and restated by the filing of the Corporation’s Amended and Restated Certificate of Incorporation on July 25, 2019, which was further amended and restated by the filing of the Corporation’s Second Amended and Restated Certificate of Incorporation on February 26, 2021 (the “Second Amended and Restated Certificate”).
SECOND: Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation has duly adopted, and the stockholders of the Corporation have duly approved, the amendments to the Second Amended and Restated Certificate set forth in this Certificate of Amendment.
THIRD: Article FOURTH of the Second Amended and Restated Certificate of Incorporation is hereby amended to add the following Part C:
“C. Reverse Stock Split. Upon the filing and effectiveness of this Certificate of Amendment of Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each two (2) to thirty (30) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”), the exact ratio within the two (2) to thirty (30) range to be determined by the Board of Directors of the Corporation or a committee thereof prior to the Effective Time and publicly announced by the Corporation. No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split held by a holder prior to the Reverse Stock Split shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. Any fractional share resulting from such aggregation upon the Reverse Stock Split shall be rounded down to the nearest whole number. Each holder who would otherwise be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Corporation’s Common Stock as reported on The New York Stock Exchange on the last trading day prior to the Effective Time. The Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the Reverse Stock Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Stock Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
FOURTH: On July 9, 2025, the Nominating and Corporate Governance Committee of the Board of Directors of the Corporation determined that each twenty (20) shares of the Corporation’s Common Stock, par value $0.0001 per share, either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.0001 per share. The Corporation publicly announced this ratio on July 9, 2025.
FIFTH: This Certificate of Amendment so adopted reads in full as set forth above and is hereby incorporated by this reference into the Second Amended and Restated Certificate of Incorporation. All other provisions of the Second Amended and Restated Certificate of Incorporation remain in full force and effect.
SIXTH: The foregoing amendment shall be effective as of 12:01 a.m., Eastern Time, on July 28, 2025.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 25th day of July, 2025.
By: _/s/ Richard Wilmer_________
Name: Richard Wilmer
Title: Chief Executive Officer