Capstone Green Energy Holdings, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 per share CGEH OTCQX Indicate by
• $80.0 million — low, for an aggregate purchase price of $80.0 million and (ii) the purchase and sale of an ag
• $4.50 — he Company's Common Stock at a price of $4.50 per share for an aggregate purchase pri
• $15.0 million — hare for an aggregate purchase price of $15.0 million. The rights, privileges, preferences an
• $1,000 — er share and an initial stated value of $1,000 per share. The Preferred Stock will hav
• $5.00 — ht"). The Conversion Price is initially $5.00 per share, subject to adjustment in acc
• $15.00 — e of the Common Stock equals or exceeds $15.00 (adjusted to account for stock splits,
• $5 million — ch measurement period equals or exceeds $5 million in value for at least 20 out of 30 cons
• $425 m — o any Forced Conversion is no less than $425 million, as measured utilizing a trailing
• $45 million — of the Closing and represents more than $45 million of Accreted Value, the Majority Holders
• $60 million — ecured credit facility for no more than $60 million in the aggregate and at an interest rat
• $10.00 — e of the Common Stock equals or exceeds $10.00 (adjusted to account for stock splits,
• $20,000,000 — g indebtedness of the Company exceeding $20,000,000. Prohibition on Short Sales . So long
• $84.0 million — uity ownership Operating Subsidiary for $84.0 million. Following the redemption of the Prefer
• $0 — to same price as that for Shares minus $0.001, and the remaining exercise price o

Filing Documents

• tm2610121d1_8k.htm (8-K) — 78KB
• tm2610121d1_ex3-1.htm (EX-3.1) — 597KB
• tm2610121d1_ex4-1.htm (EX-4.1) — 98KB
• tm2610121d1_ex4-2.htm (EX-4.2) — 40KB
• tm2610121d1_ex10-1.htm (EX-10.1) — 234KB
• tm2610121d1_ex10-2.htm (EX-10.2) — 216KB
• tm2610121d1_ex10-3.htm (EX-10.3) — 140KB
• tm2610121d1_ex10-4.htm (EX-10.4) — 150KB
• tm2610121d1_ex10-5.htm (EX-10.5) — 42KB
• tm2610121d1_ex10-6.htm (EX-10.6) — 105KB
• tm2610121d1_ex10-7.htm (EX-10.7) — 251KB
• tm2610121d1_ex99-1.htm (EX-99.1) — 20KB
• tm2610121d1_ex3-1img001.jpg (GRAPHIC) — 4KB
• tm2610121d1_ex3-1img002.jpg (GRAPHIC) — 7KB
• tm2610121d1_ex3-1img003.jpg (GRAPHIC) — 5KB
• tm2610121d1_ex3-1img004.jpg (GRAPHIC) — 5KB
• tm2610121d1_ex3-1img005.jpg (GRAPHIC) — 5KB
• tm2610121d1_ex3-1img006.jpg (GRAPHIC) — 11KB
• tm2610121d1_ex99-1img001.jpg (GRAPHIC) — 27KB
• 0001104659-26-036455.txt ( ) — 2650KB
• cgeh-20260329.xsd (EX-101.SCH) — 3KB
• cgeh-20260329_lab.xml (EX-101.LAB) — 33KB
• cgeh-20260329_pre.xml (EX-101.PRE) — 22KB
• tm2610121d1_8k_htm.xml (XML) — 3KB

From the Filing

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 of earliest event reported): March 29, 2026 Capstone Green Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15957 20-1514270 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification Number) 16640 Stagg Street , Van Nuys , California 91406 (Address of principal executive offices) (Zip Code) (818) 734-5300 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) 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 Common Stock, par value $0.001 per share CGEH OTCQX 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 1.01. Entry into a Material Definitive Agreement Preferred Stock and Common Stock Investment On March 29, 2026, Capstone Green Energy Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Preferred Investor Purchase Agreement") with purchasers affiliated with Monarch Alternative Capital LP (collectively, the "Preferred Stock Investor"), relating to (i) the purchase and sale of an aggregate of 80,000 shares (the "Preferred Shares") of the Company's Series A Convertible Preferred Stock (the "Preferred Stock"), with a par value of $0.001 per share, a newly designated class of the Company's preferred stock that will have the rights, privileges and preferences described below, for an aggregate purchase price of $80.0 million and (ii) the purchase and sale of an aggregate of 3,333,334 shares (the "Preferred Investor Shares") of the Company's Common Stock at a price of $4.50 per share for an aggregate purchase price of $15.0 million. The rights, privileges, preferences and limitations of the Preferred Stock will be set forth in a certificate of designation (the "Certificate of Designation") to be filed with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the Preferred Investor Purchase Agreement (the "Preferred Stock Investment") and the other transactions described in this Current Report on Form 8-K (the "Closing"). The following description of the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Form of Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. The expected terms of the Preferred Stock follow. General . The Preferred Stock will consist of a total of 80,000 shares authorized and 80,000 shares issued as of the date of the Closing. Each share of Preferred Stock will have a par value of $0.001 per share and an initial stated value of $1,000 per share. The Preferred Stock will have no stated maturity and will not be subject to any sinking fund. Conversion Right . 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 (each, a "Holder") thereof into a number of fully paid and non-assessable shares of Common Stock equal to (x) the original issue price of such share, plus the amount of PIK Dividends, as defined below, and accrued and unpaid dividends, divided by (y) the Conversion Price in effect at the time of conversion (the "Optional Conversion Right"). The Conversion Price is initially $5.00 per share, subject to adjustment in accordance with the Certificate of Designation. Adjustments of Conversion Price . The Conversion Price will be subject to adjustment as provided in the Certificate of Designation. The Conversion Price will be proportionally adjusted to account for stock splits, stock combinations, s

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