CAPSTONE TURBINE CORPORATION (NASDAQ:CPST) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 below from the Original Filing. Except for the
foregoing, this Amendment does not modify or update any other
disclosure contained in the Original Filing.

Item1.01 Entry into a Material Definitive
Agreement

On October18, 2016, Capstone Turbine Corporation (the
Company) entered into a securities purchase agreement (the
Purchase Agreement) with certain accredited investors (the
Purchasers), to which the Company agreed to sell to the
Purchasers (i)in a registered offering, 3,600,000 shares of the
Companys common stock, $0.001 par value per share (Common
Stock), and pre-funded SeriesB warrants to purchase up to
2,700,000 shares of Common Stock, which will be sold in lieu of
Common Stock to those Purchasers whose purchase of Common Stock
in the offering otherwise would result in the Purchaser
beneficially owning more than 9.99% of the Companys outstanding
Common Stock following the completion of the offering (SeriesB
Warrants); and (ii)in a concurrent private placement, SeriesA
warrants to purchase up to 6,300,000 shares of Common Stock
(SeriesA Warrants).

to a placement agent agreement, dated as of October18, 2016 (the
Placement Agent Agreement), the Company engaged
Oppenheimer Co. Inc. as the lead placement agent for the offering
and Roth Capital Partners, LLC as co-placement agent for the
offering (collectively, the Placement Agents). The Company
has agreed to pay the Placement Agents a placement agent fee
equal to 6.7% of the aggregate purchase price of the securities
sold in this offering. The Company also has agreed to reimburse
the Placement Agents for certain of their expenses, in an amount
equal to $10,000, as set forth in the Placement Agent Agreement.

Each share of Common Stock will be sold at a price of $1.20. Each
SeriesB 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. Each SeriesA
Warrant will have an initial exercise price of $1.34 per share of
Common Stock, and the exercise price (but not the number of
underlying shares of Common Stock) will be subject to a full
ratchet anti-dilution adjustment if the Company issues or is
deemed to have issued securities during the two and one-half year
period following the issuance of the Series A Warrants at a price
lower than the then-applicable exercise price.

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, without
giving any effect to any exercise of the SeriesB Warrants or any
sale or exercise of the SeriesA Warrants. The Company intends to
use the proceeds from the offering to fund general working
capital requirements and for other general corporate purposes.
The closing of the offering is expected to take place on or about
October21, 2016, subject to the satisfaction of customary closing
conditions.

The Purchase Agreement and the Placement Agent Agreement contain
customary representations, warranties, covenants and agreements
by the Company, indemnification obligations of the Company and
the Placement Agents, 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 Purchase Agreement and
the Placement Agent Agreement were made only for purposes of the
applicable 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.

The Company is offering the Common Stock, the SeriesB Warrants
and the Common Stock issuable upon exercise of the SeriesB
Warrants to the Companys shelf registration statement on FormS-3
(Registration No.333-203431) declared effective by the Securities
and Exchange Commission on June23, 2015, a related prospectus
dated June23, 2015 and a prospectus supplement to be dated
October18, 2016. The Company is offering the SeriesA Warrants and
the Common Stock issuable upon exercise of the SeriesA Warrants
in a private placement to the exemption provided in
Section4(a)(2)under the Securities Act of 1933, as amended, and
Rule506(b)promulgated thereunder, and neither the SeriesA
Warrants nor the Common Stock issuable upon exercise thereof are
being registered under the Securities Act or offered to the
Companys shelf registration statement on FormS-3 (Registration
No.333-203431) or by means of the related prospectus dated
June23, 2015 or prospectus supplement to be dated October18,
2016.

The Company has reduced the dollar amount of its current
at-the-market equity offering to $12,183,864 as a result of this
offering.

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.

CAPSTONE TURBINE CORPORATION (NASDAQ:CPST) Recent Trading Information

CAPSTONE TURBINE CORPORATION (NASDAQ:CPST) closed its last trading session up +0.016 at 0.830 with 1,045,873 shares trading hands.