{"url_path":"/sec/cgeh/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Legal Proceedings**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1009759/0001104659-26-077817-index.html","accession_number":"0001104659-26-077817","cik":"0001009759","ticker":"CGEH","issuer_name":"Capstone Energy Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009759/0001104659-26-077817-index.html","primary_entity_key":"0001009759","primary_entity_name":"Capstone Energy Plus, Inc."},"word_count":979,"has_tables":true,"body_markdown":"**Item 3. Legal Proceedings**\n\nThe Company is from time to time involved in claims, litigation and other proceedings arising in the ordinary course of business, including commercial, employment, contractual and collection matters. The Company does not currently believe that any such ordinary-course matters are material to its business, financial condition or results of operations.\n\n*Capstone Turbine Corporation v. Turbine International, LLC.*\n\nOn February 3, 2020, Capstone Turbine Corporation filed suit against its former distributor, Turbine International, LLC (“Turbine Intl.”), in the Superior Court of California alleging breach of contract relating to the parties’ prior distributor relationship (which terminated at the end of March 2018) and Turbine Intl.’s failure to satisfy its payment obligations under certain financial agreements, namely an accounts receivable agreement and promissory note in favor of Capstone. The Company subsequently modified its complaint to include Turbine Intl. guarantors as defendants. The Company was seeking approximately $4.8 million in compensatory damages, along with injunctive relief and attorney’s fees, interest, and costs. In 2024, the Court ordered default judgments first against Turbine International and then against the other defendants. The default judgment in the amount of approximately $7.3 million, which included pre-judgment interest and costs of the suit, was entered and placed on the docket in June 2025. The Company has prevailed in this proceeding. The ability of Capstone to collect on the judgment is unclear, as the defendants are overseas or without U.S.-based assets, therefore we have not recorded a receivable as of March 31, 2026.\n\n**Item ****4. Mine Safety Disclosures.**\n\nNot applicable.\n\n34\n\n[Table of Contents](#TOC)\n\n**PART II**\n\n**Item ****5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**\n\n*Market Information*\n\nThe Company's common stock is publicly traded on the OTCQX Best Market, operated by OTC Markets Group Inc., under the ticker symbol \"CGEH.\" Prior to September 26, 2025, the Company's common stock was quoted on the OTC Pink Open Market under the same symbol. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.\n\nThe OTCQX Best Market is the highest tier of the OTC Markets platform and is designed for established, investor-focused companies that meet rigorous financial standards, adhere to best-practice corporate governance and demonstrate ongoing compliance with applicable securities laws. The Company's uplisting to OTCQX in September 2025 reflects its continued commitment to transparency, enhanced investor visibility, and improved market accessibility for both institutional and retail investors, and represents a meaningful milestone in the Company's post-emergence trajectory.\n\nInvestors should be aware that securities traded on the OTC markets generally experience lower trading volumes and less liquidity than securities listed on national securities exchanges such as the NYSE or Nasdaq. As a result, the market price of our common stock may be subject to greater volatility than exchange-listed securities and may fluctuate significantly in response to factors including, but not limited to, variations in our operating results, changes in general market or macroeconomic conditions, developments in the distributed energy industry, and broader investor sentiment toward small-capitalization companies.\n\n*Common Stock Price History*\n\nThe following table sets forth the high and low sales prices of the Company’s common stock, par value $0.001 per share, for the periods indicated, based on trading prices as reported on the OTC Markets. Periods prior to the Company’s uplisting to OTCQX on September 26, 2025 reflect trading on the OTC Pink Open Market.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n \n\n**Low ($)**\n\n** **\n\n** **\n\n**High ($)**\n\n** **\n\n**Fiscal 2027 to Date**\n\n \n\n \n\n \n\n \n\n \n\nFirst Quarter (through June 18, 2026)\n\n​\n\n$5.34\n\n​\n\n​\n\n​\n\n$14.20\n\n​\n\n**Fiscal 2026**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFourth Quarter\n\n​\n\n$4.03\n\n​\n\n​\n\n​\n\n$6.67\n\n​\n\nThird Quarter\n\n​\n\n1.76\n\n​\n\n​\n\n​\n\n6.14\n\n​\n\nSecond Quarter\n\n \n\n0.80\n\n \n\n \n\n \n\n2.80\n\n​\n\nFirst Quarter\n\n \n\n0.25\n\n \n\n \n\n \n\n1.14\n\n​\n\n**Fiscal 2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n​\n\nFourth Quarter\n\n \n\n$0.10\n\n \n\n \n\n \n\n$1.22\n\n​\n\nThird Quarter\n\n​\n\n-\n\n \n\n \n\n \n\n-\n\n​\n\nSecond Quarter\n\n​\n\n-\n\n \n\n \n\n \n\n-\n\n​\n\nFirst Quarter\n\n​\n\n-\n\n \n\n \n\n \n\n-\n\n​\n\n*Stockholders*\n\nAs of June 18, 2026, there were approximately 317 holders of record of our common stock and 8 holders of record of our non-voting common stock. The number of holders of record does not include persons whose shares are held in \"street name\" through brokers, banks, or other nominees, and the actual number of beneficial holders of our common stock is likely substantially greater than the number of holders of record.\n\n35\n\n[Table of Contents](#TOC)\n\n*Dividends*\n\nWe have never declared or paid any cash dividends on our capital stock and do not anticipate doing so in the foreseeable future. We currently intend to retain all available funds and any future earnings to support the continued development and expansion of our business.\n\nAs a holding company, we are dependent upon dividends and distributions from our Operating Subsidiary, Capstone Green Energy LLC, to fund any future dividend payments. The terms of our outstanding indebtedness and the Certificate of Designation currently restrict our ability to pay cash dividends, and any future indebtedness we may incur could impose additional restrictions. Any future determination to declare or pay cash dividends will be made at the sole discretion of our Board, taking into account our financial condition, results of operations, capital requirements, contractual restrictions, and any other factors the Board deems relevant.\n\n*Securities Authorized for Issuance Under Equity Compensation Plans*\n\nFor information about our equity compensation plans, including the number of securities authorized and available for future issuance, refer to Item 12 of Part III of this Annual Report on Form 10-K, \"Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\"\n\n*Issuer Purchases of Equity Securities*\n\nThe Company did not repurchase any shares of its common stock pursuant to publicly announced repurchase programs during Fiscal 2026. However, the Company withheld a limited number of shares of its common stock in connection with the vesting of restricted stock units to satisfy employee tax withholding obligations which are reflected as treasury shares."}