Announcement • Mar 31
Capstone Green Energy Holdings, Inc. announced that it expects to receive $112.499704 million in funding from Monarch Capital Master Partners V-A LP, Monarch Capital Master Partners VI LP, Monarch Alternative Capital LP and other investors.
Capstone Green Energy Holdings, Inc. announced that it has entered into two securities purchase agreements with Monarch Capital Master Partners V-A LP, Monarch Capital Master Partners VI LP, Monarch Strategic Investment Fund – S LP and Monarch VI Select Opportunities Aggregator LP that are managed by Monarch Alternative Capital LP and includes participation from certain accredited investors including several of the Company’s existing investors for concurrent PIPE offering for total aggregate gross proceeds of $112,499,703.5 on March 29, 2026. The company will issue an aggregate of 80,000 Series A Convertible Redeemable Preferred Stock with a par value of $0.001 per share at an issue price of $1000 per share for gross proceeds of $80,000,000 and 3,333,334 common shares at an issue price of $4.50 per share for gross proceeds of $15,000,003 for total aggregate gross proceeds of $95,000,003 and a concurrent PIPE Offering for an aggregate of 3,588,889 common shares at a price of $4.50 per share for gross proceeds of $16,150,000.5 and 300,000 Pre-Funded Warrants at a price of $4.499 for gross proceeds of $1,349,700 for total aggregate gross proceeds of $17,499,700.5. The Series A Convertible Preferred Stock a newly designated class of the Company’s preferred stock that will have the rights, privileges and preferences, will have no stated maturity and will not be subject to any sinking fund. Each share of the Preferred Stock will be convertible at any time following the issuance date at the election of the holder of the Preferred Stock into a number of fully paid and non-assessable shares of Common Stock at a initial Conversion Price of $5.00 per share, subject to adjustment in accordance with the Certificate of Designation. The Preferred Stock will accrue a cumulative dividend at the rate (the “Dividend Rate”) of 5.00% per annum on the original issue price. The Preferred Stock will also entitle Holders to participate in any dividends or distributions paid or made on the Common Stock on an as-converted basis. The Preferred Stock will be redeemable at the option of each Holder at the Liquidation Preference upon any material breach by the Company. The Preferred Stock is freely transferable, subject to applicable securities laws and a 180-day lock-up agreement of the Preferred Stock Investor pursuant to the Preferred Stock Purchase Agreement. The pre funded warrants have an exercise price of $$0.001. The PIPE includes investments of approximately $17.5 million from existing Company investors. The Company and each of its directors and executive officers have agreed to a 45-day lock-up, subject to customary exceptions. The transaction is expected to close on or about March 31, 2026, subject to the satisfaction of customary closing conditions. The Company agreed to pay the Placement Agent a cash placement fee equal to 5.5% ($6,187,483.6925) of the gross proceeds received in the Offerings and up to $225,000 for all out-of-pocket accountable legal fees, travel expenses related to the Offerings and all other out-of-pocket accountable third-party expenses incurred by the Placement Agent in connection with the Offerings. In addition, the Placement Agent Agreement provides for customary lock-up agreements with the directors and officers of the Company for 45 days following the closing of the Offerings. The Securities are being issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the Offerings did not involve a public offering. The company also announced Resignations of six board of directors Ping Fu, John P. Miller, Robert F. Powelson, Denise M. Wilson, Chirstopher J. Close and Robert F. Beard conditioned upon, and to be effective upon only the election to the Board of the Series A Directors and the determination by the Special Committee to accept such resignation.