Item 1.01. Entry into a Material Definitive Agreement.
Private Placement of 3.50% / 5.00% Convertible Senior PIK Toggle Notes due 2027
On
The gross proceeds from the sale of the Notes were approximately
Subject to certain limitations, the Investment Agreement provides the Purchaser
with certain registration rights for the shares of the Company's common stock
issuable upon conversion of the Notes. The Investment Agreement requires the
Company to prepare and file a registration statement with the
Indenture and Issuance of Convertible Notes
The Notes were issued pursuant to an indenture, dated as of
The Notes are convertible at an initial conversion rate of 41.6119 shares of the
Company's common stock, par value
The Company may not redeem the Notes prior to
In addition, following certain corporate events that occur prior to the maturity date or following issuance by the Company of a notice of redemption, in each case as provided in the Indenture, in certain circumstances, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change or a change in control transaction (each such term as defined in the Indenture), holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes at a price equal to 100% of the capitalized principal amount of Notes, in the case of a fundamental change, or 125% of the capitalized principal amount of Notes, in the case of change in control transactions, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.
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The Indenture includes a restrictive covenant that, subject to specified
exceptions, limits the ability of the Company and its subsidiaries to incur
secured debt in excess of
The foregoing summaries of the Indenture, the Notes and the Investment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of, as applicable, the Indenture (including the form of Note attached thereto) and the Investment Agreement, which are attached as Exhibit 4.1 and 10.1, respectively, to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of Securities
The Notes were sold to the Purchaser in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchaser in the Investment Agreement.
The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
Item 8.01. Other Events. Press Release
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture (including form of Note), datedApril 12, 2022 , by and amongChargePoint Holdings, Inc. ,ChargePoint, Inc. andWilmington Trust National Association . 10.1 Investment Agreement, datedApril 4, 2022 , by and amongChargePoint Holdings, Inc. ,ChargePoint, Inc. andAntara Capital LP . 99.1 Press Release, datedApril 12, 2022 . 104 Cover Page Interactive Data file (embedded within the Inline XBRL document).
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