Item 1.01.
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Entry into a Material Definitive
Agreement.
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On June 17, 2021, Capstone Green Energy Corporation,
a Delaware corporation (the “Company”), entered into an amended and restated underwriting agreement (the “Underwriting
Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter, and the Underwriter agreed to purchase, in a firm commitment underwritten public offering 1,904,763 shares (the “Shares”) of the Company’s common
stock, $0.001 par value per share (the “Offering”). The offering price to the public in the Offering was $5.25 per share
of Common Stock, and the Underwriter agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price
of $4.91 per share, representing an underwriting discount of 6.5%. Pursuant to the Underwriting Agreement, the Company also granted the
Underwriter an option to purchase, for a period of 30 days from the date of the Underwriting Agreement, up to an additional 285,714 shares
of Common Stock (the “Option Shares”). On June 21, 2021, the Underwriter exercised the option in full.
The Offering of the Shares is registered pursuant
to a shelf registration statement (No. 333-254290) on Form S-3 filed by the Company with the Securities and Exchange Commission on March
22, 2021, and declared effective on April 14, 2021 (the “Registration Statement”), and is being made pursuant to a prospectus
supplement, dated June 17, 2021, and accompanying prospectus that form a part of the Registration Statement relating to the Offering.
H.C.
Wainwright & Co., LLC acted as sole book-running manager for the Offering.
The Offering closed on June 22,
2021, and the Company expects to receive net proceeds from the sale of the Shares, after deducting underwriting discounts and commissions
and other estimated Offering expenses payable by the Company, of approximately $10.4 million.
Katten Muchin Rosenman LLP, counsel to the Company,
delivered an opinion as to the validity of the Shares and associated Series B Junior Participating Preferred Stock Purchase Rights, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 5.1 and is incorporated by reference herein.
From time to time, the Underwriter and its affiliates
have provided, and may provide in the future, various advisory, investment and commercial banking and other services to the Company in
the ordinary course of business, for which it has received and may continue to receive customary fees and commissions. H.C. Wainwright
& Co., LLC acts as the Company’s sales agent with respect to the Company’s “at-the-market” offering program
The description of the Underwriting Agreement set forth above in this Item 1.01 does not purport to be complete and is qualified in its
entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K
as Exhibit 1.1 and is incorporated by reference herein.
The
Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended
to provide any other factual information about the Company. The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as
of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution
of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk
between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting
Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Underwriting Agreement, and this subsequent information
may or may not be fully reflected in the Company’s public disclosures.