CAPSTONE TURBINE CORPORATION (NASDAQ:CPST) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June7, 2018, Capstone Turbine Corporation (“we,” “us,” “Capstone” or the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with H.C. Wainwright& Co., LLC (“Wainwright” or the “Agent”), to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25,000,000 (the “Shares”) through Wainwright.
Subject to the terms and conditions of the Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per Share sold.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
This report also incorporates by reference the Agreement into the shelf registration statement on FormS-3 (File No.333-203431) previously filed with the Securities and Exchange Commission on June16, 2015, as amended, in the form in which it became effective on June23, 2015 (the “2015 Registration Statement”) and the shelf registration statement on FormS-3 (File No.333-) previously filed with the Securities and Exchange Commission on June7, 2018 (the “2018 Registration Statement”). This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares 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 Agreement is filed as Exhibit10.1 to this report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this report.
The opinion of the Company’s counsel regarding the validity of the Shares that will be issued to the Agreement is also filed herewith as Exhibit5.1. This opinion is also filed with reference to, and is hereby incorporated by reference into, the 2015 Registration Statement and the 2018 Registration Statement.
Item 1.01. Financial Statements and Exhibits.
(d)Exhibits. The following documents are filed as exhibits to this report:
Opinion of Goodwin Procter LLP
At The Market Offering Agreement, dated June7, 2018, between Capstone Turbine Corporation and H.C. Wainwright& Co., LLC