---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-115134"
form_type: "8-K"
ticker: "CGEH"
cik: "0001009759"
company_name: "Capstone Energy Plus, Inc."
filed_at: "2025-11-24T23:59:59+00:00"
generated_at: "2026-05-16T17:12:50.301696+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Capstone Green Energy raises $15M via PIPE at $2.00/share; to repay $8M debt due Dec 7, 2025

## Summary
- Gross proceeds of ~$15M; issues 7.5M shares (or pre-funded warrants) at $2.00/share, an 8% premium to $1.85 close.
- Closing expected Nov 25, 2025; uses $8M to repay debt maturing Dec 7, 2025, plus working capital and AI data center expansion.
- Directors, officers and management participate; 90-day lock-up for company insiders; investors ban short sales for 90 days post-registration effectiveness.
- Craig-Hallum Capital Group acts as sole placement agent with 7.0% cash fee; shares issued under Section 4(a)(2)/Rule 506(b).
- Company agrees to file resale registration statement within 30 days and use commercially reasonable efforts for SEC effectiveness.

## SEC filing metadata
- accession: 0001104659-25-115134
- form_type: 8-K
- ticker: CGEH
- cik: 0001009759
- company_name: Capstone Energy Plus, Inc.
- filed_at: 2025-11-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1009759/000110465925115134/0001104659-25-115134-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1009759/000110465925115134/tm2532029d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-115134
- JSON: https://secwatch.observer/filing/0001104659-25-115134.json
- Plain text: https://secwatch.observer/filing/0001104659-25-115134.txt

## Key facts
- Equity Issuances
  Capstone Energy Plus, Inc. issued 3,980,000 shares of common stock to certain accredited investors for $2.00 per share.
  - Security: common stock
  - Shares: 3,980,000 shares
  - Purchaser: certain accredited investors
  - Consideration: $2.00 per share
  source text: On November 24, 2025, Capstone Green Energy Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), relating to a private investment in public equity financing (the “PIPE”) of an aggregate of (a) 3,980,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), at a price per Share equal to $2.00
  evidence_url: https://www.sec.gov/Archives/edgar/data/1009759/000110465925115134/0001104659-25-115134-index.htm
- Equity Issuances
  Capstone Energy Plus, Inc. issued 3,520,000 shares of Common Stock of warrant to certain accredited investors for price per Pre-Funded Warrant equal to the same price as that for Shares minus $0.001.
  - Security: warrant
  - Shares: 3,520,000 shares of Common Stock
  - Purchaser: certain accredited investors
  - Consideration: price per Pre-Funded Warrant equal to the same price as that for Shares minus $0.001
  source text: (b) Pre-Funded Warrants (the “Pre-Funded Warrants”) to purchase 3,520,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a price per Pre-Funded Warrant equal to the same price as that for Shares minus $0.001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.001 per share
  evidence_url: https://www.sec.gov/Archives/edgar/data/1009759/000110465925115134/0001104659-25-115134-index.htm
- Material Agreements
  Capstone Energy Plus, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at estimated gross proceeds to the Company of approximately $15 million (effective 2025-11-24).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: estimated gross proceeds to the Company of approximately $15 million
  - Effective: 2025-11-24
  source text: On November 24, 2025, Capstone Green Energy Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), relating to a private investment in public equity financing (the “PIPE”) of an aggregate of (a) 3,980,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), at a price per Share equal to $2.00 and (b) Pre-Funded Warrants (the “Pre-Funded Warrants”) to purchase 3,520,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a price per Pre-Funded Warrant equal to the same price as that for Shares minus $0.001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.001 per share, for estimated gross proceeds to the Company of approximately $15 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1009759/000110465925115134/0001104659-25-115134-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.