CGRN Capstone Green Energy Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 26, 2024

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CAPSTONE GREEN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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(818) 734-5300

(Registrant’s telephone number, including area code)

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Former name or former address, if changed since last report: N/A

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On February 26, 2024, Capstone Green Energy Holdings, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed John P. Miller to serve as a director of the Company, effective February 26, 2024. The Board also appointed Mr. Miller to the Board’s Audit Committee and Governance and Sustainability Committee. In connection with the appointment of Mr. Miller, the Board expanded the size of the Board to six members.

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Mr. Miller (66) has over 40 years of broad-based executive management experience in the manufacturing, distribution and transportation industries and has served in senior finance and leadership roles at public and private companies across a range of industry categories.  He has served on the board of directors of Spruce Power Holding Corporation, an owner and operator of distributed solar energy assets, since 2022. From 2017 to 2021, he served as Chief Executive Officer of Power Solutions International, Inc., a publicly traded company focusing on the design, engineering and manufacture of a broad range of advanced, emission-certified engines and power systems.  From 2008 until 2016, Mr. Miller served in operational and financial management positions of increasing responsibility at Navistar International Corporation, a global vehicle manufacturer and solutions provider, including as senior vice president of operations and corporate finance.  Prior to such roles, he served in the role of Chief Financial Officer of Laidlaw International, Inc., a provider of public transportation services, Chicago Metallic Corporation, a global manufacturer of suspended ceiling and metal products, Fleetpride, Inc., a distributor of heavy duty truck parts, and Peapod, an online grocery delivery company. Mr. Miller received his Master of Business Administration from the University of Michigan and a Bachelor of Arts degree in economics from DePauw University.

There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was named as a director of the Company. He does not have any family relationship with any of the Company’s directors or executive officers or any person nominated or chosen by the Company to be a director or executive officer, nor does he have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. Mr. Miller will be compensated for his service as director consistent with the compensation of the Company’s other non-executive directors. In connection with his appointment, Mr. Miller was granted 10,000 restricted stock units under the Company’s 2023 Equity Incentive Plan, which vest one year from the date of grant.

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On February 26, 2024, the Company issued a press release announcing the appointment of Mr. Miller to the Board.  A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such a filing.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT 99.1

Capstone Green Energy Announces Appointment of John Miller

to The Board of Directors

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LOS ANGELES, CA / BUSINESS WIRE / FEBRUARY 26, 2024 / Capstone Green Energy Holdings, Inc. (the “Company”), the public successor to Capstone Green Energy Corporation (Predecessor Capstone), is pleased to announce the immediate appointment of John Miller to its Board of Directors, effective immediately.

"Capstone Green Energy is delighted to welcome John Miller to our Board of Directors," said Robert Flexon, Executive Chairman & Interim President and Chief Executive Officer of Capstone Green Energy. "John’s industry experience, proven track record of driving operational excellence, and strategic insights will be instrumental as we continue to innovate and drive sustainable growth in the clean energy sector."

With over 40 years of executive management experience across manufacturing, distribution, and transportation, John Miller brings invaluable expertise to the Capstone board. He has held senior finance and leadership roles in various sectors, notably serving as CEO of Power Solutions International, Inc. from 2017 to 2021, where he drove strategic growth and operational efficiencies. Prior to that, he contributed significantly to Navistar International Corporation's operational and financial strategies. His career also includes CFO positions at Laidlaw Education Services, Chicago Metallic Corporation, Fleetpride, Inc., and Peapod, demonstrating expertise in financial management and strategic planning.

John Miller holds a Master of Business Administration from the University of Michigan and a Bachelor of Arts degree in economics from DePauw University.

"As I step into this new role with Capstone, I'm excited to help shape and design a successful future for the Company,” said John Miller. “My experience leading Power Solutions International, Inc. and guiding financial strategies at Navistar International Corporation has given me the focus and passion to drive growth and operational excellence. I look forward to leveraging these experiences to contribute to Capstone's continued success and evolution."

"My fellow directors and I are excited to have John join the Capstone board of directors. His appointment reflects our steadfast commitment to building the needed leadership capacity of the Board to help us bolster our strategic direction. John brings a much-needed skill set to the Board, and we are excited to have him join us as we navigate the Company forward post-restructuring." commented Robert Powelson, Chairman of the Governance & Sustainability Committee.  

Additional Information

The Company, as the public successor to Predecessor Capstone (CGRN) for SEC reporting purposes, continues to work to complete its restatement of previously issued financial statements and intends to complete such restatement as soon as possible. Following the completion of the restatement, the Company expects that it will list its common stock on the OTC Pink Market. The CUSIP number for the Company’s common stock following the reorganization transactions is 14067D607 and the ISIN number is US14067D6076.

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About Capstone Green Energy

For over three decades, Capstone Green Energy has been at the forefront of microturbine technology, revolutionizing how businesses manage their energy supply. In partnership with our worldwide team of dedicated distributors, we have shipped over 10,000 units to 83 countries, providing environmentally friendly and highly efficient on-site energy systems and microgrid solutions. 

Today, our commitment to a greener future is unwavering. We offer customers a range of commercial, industrial, and utility-scale options tailored to their specific needs, ranging from 65kW to multiple MWs. Capstone's product portfolio not only showcases our core microturbine technology but also includes flexible Energy-as-a-Service (EaaS) rental and service contracts.

In our pursuit of cutting-edge solutions, we've forged strategic partnerships to extend our impact. Through these collaborations, we proudly offer biomass and heat recovery solutions that enhance the sustainability and efficiency of our client's operations, contributing to a cleaner and more responsible energy landscape.

Capstone estimates that in FY23, it saved customers over $169 million in annual energy costs and approximately 362,000 tons of carbon. Total savings over the last five years are estimated to be approximately $1.08 billion in energy savings and approximately 1.9 million tons of carbon savings.

Capstone offers fast, turnkey power rental solutions for customers with limited capital or short-term needs; for more information, contact: rentals@CGRNenergy.com. 

For more information about the Company, please visit www.CapstoneGreenEnergy.com. Follow Capstone Green Energy on Twitter, LinkedIn, Instagram, Facebook, and YouTube.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s operations and growth expectations, the restatement of previously issued financial statements and the other statements regarding the Company’s expectations, beliefs, plans, intentions, and strategies. The Company has tried to identify these forward-looking statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “intend,” “may,” “will,” “plan,” “goal” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the integration of the new vice president of technology into the management team and his success in developing and executing operational strategies; the Company’s ability to realize the anticipated benefits of its recently completed financial restructuring; the Company’s ability to comply with the restrictions imposed by covenants contained in the exit financing and the new subsidiary limited liability company agreement;  employee attrition and the Company’s ability to retain senior management

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and other key personnel following the restructuring; the Company's ability to develop new products and enhance existing products; product quality issues, including the adequacy of reserves therefor and warranty cost exposure; intense competition; financial performance of the oil and natural gas industry and other general business, industry and economic conditions; the impact of litigation and regulatory proceedings; risks related to the previously announced restatement previously announced (including discovery of additional information relevant to the financial statements subject to restatement; changes in the effects of the restatement on Predecessor Capstone’s financial statements or financial results and delay in the filing of late 10-K’s and 10-Q’s due to the Company’s efforts to complete the restatement; the time, costs and expenses associated with the restatement; inquiries from the SEC; the potential material adverse effect on the price of the Company’s common stock and stockholder lawsuits). For a detailed discussion of factors that could affect the Company’s future operating results, please see Predecessor Capstone’s filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

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CONTACT:
Capstone Green Energy
Investor and investment media inquiries:
818-407-3628
ir@CGRNenergy.com