Capstone Green Energy Holdings, Inc., and its subsidiaries, a leading provider of clean technology solutions using ultra-low emissions microturbine energy systems, today announced that it has entered into a securities purchase agreement for a private investment in public equity financing (the “PIPE”) that is expected to result in gross proceeds of approximately $15 million before deducting placement agent fees and offering expenses. The private placement is expected to close on or about November 25, 2025, subject to the satisfaction of customary closing conditions.
Pursuant to the terms of the securities purchase agreement, at the closing of the PIPE, Capstone will issue an aggregate of 7,500,000 shares of common stock (or pre-funded warrants in lieu thereof) at a price of $2.00 per share, representing a premium of approximately 8% over the closing price of the Company’s common stock of $1.85 on November 21, 2025. Members of management and the Company’s board of directors have also made a significant investment in the PIPE.
The Company intends to use the net proceeds from the private placement for the repayment of approximately $8.0 million of the Company’s outstanding indebtedness maturing on December 7, 2025, fund continued product development, support its anticipated expansion into the AI data center market, as well as provide working capital and general corporate purposes.
The Company and each of its directors and executive officers have agreed to a 90-day lock-up, subject to customary exceptions. In addition, investors in the PIPE have agreed not to engage in short sales or other hedging transactions for a period beginning on today’s date and ending 90 days after the date on which a registration statement registering for resale all shares issued in the PIPE is declared effective.
Craig-Hallum Capital Group LLC acted as the sole placement agent for the private placement.
Robert Powelson, Interim Chairman of Capstone’s Board of Directors, commented, “After carefully reviewing all available financing options, the Board determined that this structure provides the most timely, prudent and value-aligned solution for shareholders.” He continued, “The Board’s meaningful participation in this financing reflects its confidence in Capstone’s ongoing transformation, strategic direction, and the significant role our technology is poised to play in such an evolving energy market. We remain fully committed to creating long-term value for all shareholders.”
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