Capstone Turbine Corporation Announces Pricing of $7.5 Million Offering of Common Stock and Warrants
October 18 2016 - 9:25AM
Capstone Turbine Corporation (www.capstoneturbine.com)
(Nasdaq:CPST), the world’s leading clean technology manufacturer of
microturbine energy systems, announced today that it has agreed to
sell 6.3 million shares of the Company’s common stock (“Common
Stock”) to one existing and one new accredited investor in a
registered offering. The Company will issue 3.6 million shares of
Common Stock and pre-funded Series B warrants to purchase an
additional 2.7 million shares of Common Stock to the purchasers,
one of whose purchase of Common Stock in the offering otherwise
would result in the purchaser beneficially owning more than 9.99%
of the Company’s outstanding Common Stock following the completion
of the offering (“Series B Warrants”). Each share of Common Stock
will be sold at a price of $1.20. Each Series B Warrant will have
an exercise price of $1.20 per share of Common Stock, $1.19 of
which will be pre-funded at closing and $0.01 of which will be
payable upon exercise of the warrant.
Concurrently with the registered offering of Common Stock and
Series B Warrants, the Company is conducting a private placement of
Series A warrants to purchase up to 6.3 million shares of Common
Stock to the purchasers of Common Stock and Series B Warrants in
the registered offering (“Series A Warrants”). Each Series A
Warrant will have an exercise price of $1.34 per share of Common
Stock.
Oppenheimer & Co. Inc. acted as the lead placement agent and
Roth Capital Partners acted as co-placement agent.
"We appreciate the support of our investors as we continue to
pursue several larger multi-megawatt projects. Maintaining a
strong balance sheet is critical to our business," said Darren
Jamison, Capstone’s President and Chief Executive Officer.
The gross proceeds to the Company from the offering are expected
to be approximately $7.5 million and the net proceeds to the
Company from the offering, after deducting the placement agent fees
and other estimated offering expenses, are expected to be
approximately $6.8 million, in each case without giving any effect
to any exercise of the Series B Warrants or any sale or exercise of
the Series A Warrants. The Company intends to use the proceeds from
the offering to fund general working capital requirements and for
other general corporate purposes. The offering is expected to close
on or about October 21, 2016, subject to the satisfaction of
customary closing conditions.
The Common Stock, the Series B Warrants and the Common Stock
issuable upon exercise of the Series B Warrants are being offered
pursuant to the Company’s effective shelf registration statement on
Form S-3 (Registration No. 333-203431). The registered portion of
the offering will be made by means of a prospectus supplement and
accompanying base prospectus. When available, copies of the final
prospectus supplement and accompanying base prospectus related to
the registered portion of the offering (the “Offering Documents”)
may be obtained from the Securities and Exchange Commission’s
website at http://www.sec.gov. When available, electronic copies of
the Offering Documents may also be obtained from Oppenheimer &
Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn:
Syndicate Prospectus Department, by calling (212) 667-8563, or by
email to EquityProspectus@opco.com.
The Series A Warrants and the Common Stock issuable upon
exercise of the Series A Warrants are not being registered under
the Securities Act of 1933, as amended (the “Securities Act”), are
not being offered pursuant to the Company’s effective shelf
registration statement on Form S-3 (Registration No. 333-203431) or
by means of the Offering Documents, and are being offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities
Act and Rule 506(b) promulgated thereunder.
This press release does not constitute an offer to sell or the
solicitation of offers to buy any securities of the Company, and
shall not constitute an offer, solicitation or sale of any security
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Capstone Turbine Corporation
Capstone Turbine Corporation (www.capstoneturbine.com)
(Nasdaq:CPST) is the world's leading producer of low-emission
microturbine systems and was the first to market commercially
viable microturbine energy products. Capstone has shipped
approximately 8,800 Capstone Microturbine systems to customers
worldwide. These award-winning systems have logged millions of
documented runtime operating hours. Capstone is a member of the
U.S. Environmental Protection Agency's Combined Heat and Power
Partnership, which is committed to improving the efficiency of the
nation's energy infrastructure and reducing emissions of pollutants
and greenhouse gases. A UL-Certified ISO 9001:2008 and ISO
14001:2004 certified company, Capstone is headquartered in the Los
Angeles area with sales and/or service centers in the United
States, Latin America, Europe, Middle East, China and
Singapore.
This press release contains “forward-looking statements,” as
that term is used in the federal securities laws, about the
offering, including our intended use of the proceeds therefrom, the
closing of the offering and the importance of our balance sheet in
obtaining large orders. Forward-looking statements may be
identified by words such as “expects,” “objective,” “intend,”
“targeted,” “plan” and similar phrases. These forward-looking
statements are subject to market and other conditions and numerous
other assumptions, risks and uncertainties, including those
described in Capstone's filings with the Securities and Exchange
Commission, that may cause the offering not to be completed or that
may otherwise cause Capstone's actual results to be materially
different from any future results expressed or implied in such
statements. Capstone cautions readers not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this release. Capstone undertakes no obligation, and
specifically disclaims any obligation, to release any revisions to
any forward-looking statements to reflect events or circumstances
after the date of this release or to reflect the occurrence of
unanticipated events.
“Capstone” and “Capstone MicroTurbine” are registered trademarks
of Capstone Turbine Corporation. All other trademarks mentioned are
the property of their respective owners.
CONTACT:
Capstone Turbine Corporation
Investor and investment media inquiries:
818-407-3628
ir@capstoneturbine.com
INVESTORS:
Dian Griesel Int’l
Cheryl Schneider
212-825-3210
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