CGEH reports closing of private investment in public equity deal

Rhea-AI Filing Summary

Capstone Green Energy Holdings, Inc. reported that it has closed its previously announced private investment in public equity financing, often referred to as a PIPE. The company disclosed this by announcing that it issued a press release on November 25, 2025, which is attached as an exhibit to this report.

The press release is provided for information purposes and is treated as “furnished,” meaning it is not subject to certain liability provisions of the securities laws and will only be formally incorporated into other company filings if explicitly stated in those future documents.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 25, 2025

Capstone Green Energy Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15957	20-1514270
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification Number)

16640 Stagg Street,
Van Nuys, California	91406
(Address of principal executive offices)	(Zip Code)

(818) 734-5300

(Registrant’s telephone number, including area code)

N/A 

(Former name or former address, if changed since last report)

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:

¨ 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:

Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, par value $0.001 per share	​	CGEH	​	OTCQX

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

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. ¨

Item 7.01 Regulation FD.

On November 25, 2025, Capstone Green Energy Holdings, Inc. (the “Company”) issued a press release announcing the closing of its previously announced private investment in public equity financings (the “PIPE”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.		Description
99.1		Press Release, dated November 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

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 thereunto duly authorized.

	Capstone Green Energy Holdings, Inc.
Date: November 25, 2025	By:	/s/ John P. Miller
		John P. Miller
		Interim Chief Financial Officer

FAQ

What did Capstone Green Energy Holdings, Inc. (CGEH) announce in this Form 8-K?

Capstone Green Energy Holdings, Inc. announced that it has closed its previously announced private investment in public equity financing and issued a related press release on November 25, 2025.

What is attached to the CGEH Form 8-K as an exhibit?

The filing includes a press release dated November 25, 2025 as Exhibit 99.1 and a Cover Page Interactive Data File as Exhibit 104.

How is the CGEH press release treated for securities law purposes?

The press release is treated as information that is “furnished,” not “filed,” so it is not subject to Section 18 liabilities unless the company later expressly incorporates it into another filing.

What type of financing did CGEH reference in this report?

Capstone Green Energy Holdings, Inc. referenced the closing of a previously announced private investment in public equity financing, described as a PIPE.

Who signed the CGEH Form 8-K related to the PIPE closing?

The report was signed on behalf of Capstone Green Energy Holdings, Inc. by John P. Miller, the Interim Chief Financial Officer.