Capstone Energy Plus, Inc. SEC Filings

Capstone Energy+, Inc. filed a pre-effective amendment to its Form S-3 shelf registration to update disclosure for its Nasdaq Global Market listing on July 8, 2026 and to incorporate its July 8, 2026 definitive proxy statement by reference. The shelf registration permits the company to offer, from time to time, up to $500,000,000 of common stock, preferred stock, debt securities, warrants or units.

The company’s common stock trades on Nasdaq under the symbol “CEPL”, with a July 23, 2026 closing price of $10.16 per share. As of June 26, 2026, there were 32,232,965 common shares and 333,120 non-voting common shares outstanding. The filing describes detailed terms of its capital structure, including 80,000 shares of Series A Convertible Preferred Stock with a $1,000 stated value per share and a $5.00 initial conversion price, as well as existing pre-funded warrants and equity incentive awards.

The company outlines a strategy focused on behind-the-meter clean energy and power solutions for industrial, commercial, AI, and data center applications. Net proceeds from any future offerings under the shelf will be used for general corporate purposes, including working capital, capital expenditures, acquisitions, and potential security repurchases or redemptions.

Capstone Energy+, Inc. is calling a virtual 2026 annual meeting of stockholders on August 20, 2026 at 9:00 a.m. Pacific Time. Holders of 32,220,718 shares of common stock and 80,000 shares of Series A Convertible Preferred Stock as of July 2, 2026 may vote.

Stockholders will vote on electing two Class III directors through 2029, a non-binding advisory “Say-on-Pay” resolution on executive compensation, and ratifying CBIZ as independent auditor for the year ending March 31, 2027. The Fiscal 2026 annual incentive plan paid at 132.4% of target, contributing to CEO Vincent J. Canino’s $1.57 million in 2026 total compensation.

The proxy details governance practices, board and committee composition, and significant rights for Monarch Alternative Capital’s Series A preferred investment, including board designation and voting commitments while it holds specified ownership thresholds.

Capstone Energy+, Inc. filed a shelf registration prospectus on offering up to $500,000,000 of common stock, preferred stock, debt securities, warrants or units to be sold from time to time. The prospectus describes a shelf program under which specific offerings and terms will be provided in prospectus supplements, and states that the company may sell securities directly, through agents or through underwriters.

The prospectus discloses 32,232,965 shares of common stock outstanding and 333,120 shares of non-voting common stock as of June 26, 2026, and summarizes the issued Series A Convertible Preferred Stock features including a $1,000 stated value, a $5.00 initial conversion price, a 5.00% PIK dividend, governance and registration rights, and various protective and transfer provisions. The company’s common stock is listed on the OTCQX Best Market under the symbol CGEH.

Capstone Energy+, Inc. has received approval to list its common stock on the Nasdaq Global Select Market, moving from the OTCQX Best Market. Trading is expected to begin under the new ticker symbol “CEPL” on July 8, 2026, replacing the prior symbol “CGEH.”

The company describes this Nasdaq listing as a major milestone in its strategic transformation, highlighting progress over the past two years in strengthening its financial foundation, simplifying its capital structure, and returning to profitability. Management believes the listing will increase visibility, support its growth strategy, and reflect confidence in its long-term opportunities.

Monarch Alternative Capital and affiliated entities filed Amendment No. 1 to their Schedule 13D on Capstone Energy+, Inc. common stock. They report beneficial ownership of 19,333,334 shares, or 40.1% of the class, based on 32,230,733 shares outstanding as of June 18, 2026 plus 16,000,000 shares issuable upon conversion of Series A Preferred Stock they hold at the initial Conversion Price.

Their position consists of 3,333,334 currently outstanding common shares and 16,000,000 common shares issuable upon conversion of the preferred shares. The amendment states that only the ownership percentage changed, due solely to an increase in Capstone Energy+’s outstanding common shares, and confirms that the reporting persons have not traded the common stock in the past 60 days.

Capstone Energy+, Inc. files its annual report describing a business built around oil-free microturbine power systems, Energy-as-a-Service offerings, and new solutions aimed at AI data centers and microgrids. The company targets energy efficiency, natural resources, renewable energy, critical power, EV charging, ports, and data centers across global markets.

Capstone emerged from Chapter 11 in late 2023 and now operates through a majority-owned subsidiary structure. It carries Exit Notes borrowings of $25.3 million maturing on December 7, 2026, secured by substantially all assets and subject to liquidity and adjusted EBITDA covenants the company warns may be difficult to meet, raising renewed bankruptcy risk if capital cannot be raised or waivers obtained.

The report highlights R&D spending of $3.6 million in Fiscal 2026 focused on hydrogen-capable combustion, higher-output turbines, and an 800-volt DC architecture tailored for AI and high‑performance computing data centers. Management also details the August 2025 acquisition of the Cal Microturbine territory, bringing more U.S. Western Region sales in-house, and the March 2026 acquisition of distributor support assets to strengthen its global channel.

Capstone Energy+ reported strong fiscal 2026 results, highlighted by a return to full-year profitability. Revenue for the year ended March 31, 2026 rose 24% to $106.0 million, driven by a 41% increase in Product and Accessories revenue to $56.9 million, higher Parts and Service revenue of $33.2 million, and Rentals revenue of $15.9 million.

Full-year gross profit increased 45% to $33.9 million, lifting gross margin to 32% from 27%. Net income was $2.8 million compared to a $7.2 million loss in fiscal 2025, and Adjusted EBITDA more than doubled to $15.9 million from $7.9 million. Cash and restricted cash rose to $28.9 million at March 31, 2026 from $8.7 million a year earlier, reflecting equity and preferred financing, partly offset by preferred redemptions, debt repayment and growth investments.

Capstone Energy+, Inc. filed a current report describing new investor outreach activities. The company posted an updated investor presentation on its website and furnished it as Exhibit 99.1, alongside a press release furnished as Exhibit 99.2 under Regulation FD.

Management is scheduled to present at the LD Micro Invitational XVI Investor Conference on May 18-19, 2026 in Los Angeles and at the Craig-Hallum 23rd Annual Institutional Investor Conference on May 28, 2026 in Minneapolis. The filing also highlights Capstone Energy+ as a holding company for Capstone Energy+, LLC, which provides behind-the-meter microturbine energy solutions for mission-critical applications such as data centers, hospitals, agriculture, and industrial facilities.

Canino Vincent J. reported acquisition or exercise transactions in this Form 4 filing.

Capstone Energy Plus, Inc. reported that President & CEO Vincent J. Canino received a grant of 65,000 shares of Voting Common Stock on May 12, 2026 as a restricted stock award. The shares vest in three equal annual installments on May 12, 2027, May 12, 2028, and May 12, 2029, contingent on his continued service through each vesting date.

Following this award, Canino holds 547,459 shares of Voting Common Stock. This total includes additional restricted stock units that vest between 2026 and 2028 under prior grants.