CAPSTONE TURBINE CORPORATION (NASDAQ:CPST) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On July 15, 2020, Capstone Turbine Corporation (the “Company”) entered into an amendment (the “Amendment”) to the At The Market Offering Agreement (the “Agreement”), dated June 7, 2018, between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). The Amendment modifies the Agreement to, among other things, amend the termination provisions of the Agreement and amend the maximum amount of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), that the Company may offer and sell through or to Wainwright from time to time under the Company’s at-the-market equity program (the “ATM Program”) to an amount equal to the lesser of such number of shares of the Common Stock that (a) equals the number or dollar amount of shares of Common Stock registered on the registration statement to which an offering under the ATM Program is being made, (b) equals the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) equals the number or dollar amount of shares of Common Stock authorized by our board of directors, or (d) would cause the Company or an offering under the ATM Program to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, general instruction I.B.6 of Registration Statement on Form S-3.
This report incorporates by reference the Amendment into the shelf registration statement on Form S-3, as amended or supplemented (File No. 333-225503) previously filed with the Securities and Exchange Commission on June 7, 2018 and amended on July 16, 2018. This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed herewith as Exhibit 10.1 to this report and is incorporated by reference herein.
The opinion of the Company’s counsel regarding the validity of the Common Stock that will be issued to the Agreement, as amended, is also filed herewith as Exhibit 5.1.
(d) Exhibits.
| Exhibit Number | Description |
| 5.1 | Opinion of Goodwin Procter LLP. |
| 10.1 | Amendment, dated July 15, 2020, to At The Market Offering Agreement, dated June 7, 2018, between Capstone Turbine Corporation and H.C. Wainwright & Co., LLC. |
CAPSTONE TURBINE Corp Exhibit
EX-5.1 2 tm2023967d3_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1 Goodwin Procter LLP 100 Northern Avenue Boston,…
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About CAPSTONE TURBINE CORPORATION (NASDAQ:CPST)
Capstone Turbine Corporation (Capstone) develops, manufactures, markets and services microturbine technology solutions for use in stationary distributed power generation applications, including cogeneration (combined heat and power), integrated combined heat and power (ICHP), and combined cooling, heat and power (CCHP), renewable energy, natural resources and critical power supply. The Company’s microturbines are used as battery charging generators for hybrid electric vehicle applications. Capstone offers micro turbines for commercial, industrial and utility users with product offerings ranging from 30 kilowatts (kW) to 1 megawatt in electric power output. The Company sells complete microturbine units, subassemblies, components and various accessories. It also remanufactures micro turbine engines and provides after-market parts and services. Its products include C30, C65, TA100, C200, C600, C800, C1000 and waste heat recovery generator. It also offers C65 and C200 ICHP systems.