{"url_path":"/sec/cgeh/8-k/2026-03-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-03-30","source_url":"https://www.sec.gov/Archives/edgar/data/1009759/0001104659-26-036455-index.html","accession_number":"0001104659-26-036455","cik":"0001009759","ticker":"CGEH","issuer_name":"Capstone Energy Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009759/0001104659-26-036455-index.html","primary_entity_key":"0001009759","primary_entity_name":"Capstone Green Energy Holdings, Inc."},"word_count":4418,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement**\n\n \n\n*Preferred Stock\nand Common Stock Investment*\n\n \n\nOn March 29, 2026, Capstone\nGreen Energy Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Preferred Investor\nPurchase Agreement”) with purchasers affiliated with Monarch Alternative Capital LP (collectively, the “Preferred Stock Investor”),\nrelating to (i) the purchase and sale of an aggregate of 80,000 shares (the “Preferred Shares”) of the Company’s\nSeries A Convertible Preferred Stock (the “Preferred Stock”), with a par value of $0.001 per share, a newly designated\nclass of the Company’s preferred stock that will have the rights, privileges and preferences described below, for an aggregate purchase\nprice of $80.0 million and (ii) the purchase and sale of an aggregate of 3,333,334 shares (the “Preferred Investor Shares”)\nof the Company’s Common Stock at a price of $4.50 per share for an aggregate purchase price of $15.0 million. The rights, privileges,\npreferences and limitations of the Preferred Stock will be set forth in a certificate of designation (the “Certificate of Designation”)\nto be filed with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the\nPreferred Investor Purchase Agreement (the “Preferred Stock Investment”) and the other transactions described in this Current\nReport on Form 8-K (the “Closing”). The following description of the Preferred Stock does not purport to be complete\nand is qualified in its entirety by reference to the Form of Certificate of Designation, which is filed as Exhibit 3.1 to this Current\nReport and is incorporated herein by reference. The expected terms of the Preferred Stock follow.\n\n \n\nGeneral.\nThe Preferred Stock will consist of a total of 80,000 shares authorized and 80,000 shares issued as of the date of the Closing. Each share\nof Preferred Stock will have a par value of $0.001 per share and an initial stated value of $1,000 per share. The Preferred Stock will\nhave no stated maturity and will not be subject to any sinking fund.\n\n \n\nConversion\nRight. Each share of the Preferred Stock will be convertible at any time following the issuance date at the election of the\nholder of the Preferred Stock (each, a “Holder”) thereof into a number of fully paid and non-assessable shares of Common Stock\nequal to (x) the original issue price of such share, plus the amount of PIK Dividends, as defined below, and accrued\nand unpaid dividends, divided by (y) the Conversion Price in effect at the time of conversion (the “Optional Conversion Right”).\nThe Conversion Price is initially $5.00 per share, subject to adjustment in accordance with the Certificate of Designation.\n\n \n\nAdjustments\nof Conversion Price. The Conversion Price will be subject to adjustment as provided in the Certificate of Designation.\nThe Conversion Price will be proportionally adjusted to account for stock splits, stock combinations, stock dividends and similar\nevents. If the Company issues Common Stock or securities convertible into or exercisable for Common Stock at a price less than the\nthen-applicable Conversion Price (subject to certain exceptions), then the Conversion Price will be reduced on a weighted-average\nbasis that provides for more significant adjustment in the case of securities issued at a price (or deemed price) that is less than\n50% of the then-effective Conversion Price. The Conversion Price will also subject to customary adjustments in the case of a\nspinoff, recapitalization, rights distribution or similar transaction, with distribution of rights, options or warrants at an\nexercise price below the then-applicable Conversion Price triggering additional adjustment under the weighted-average basis\ndescribed above.\n\n \n\nBeginning\non the seven year anniversary of the Closing and on each anniversary thereafter, if so elected by the Majority Holders, the Conversion\nPrice will be decreased by 10% or 5% depending on whether the Minimum Financial Metrics (as\ndefined below) are then satisfied.\n\n \n\nDividends.\nThe Preferred Stock will accrue a cumulative dividend at the rate (the “Dividend Rate”) of 5.00% per annum on the original\nissue price (as increased by prior PIK Dividends) (the “PIK Dividend”), compounding annually and payable in kind by increasing\nthe liquidation preference and accreted value of the Preferred Stock. The PIK Dividend will automatically accrue daily from the date of\nissuance and compound on each anniversary thereof without requirement of any further action (including the declaration of dividends) by\nthe Company, and the Company shall not declare the PIK Dividends. Beginning on June 30, 2030, the Company may elect to pay accrued\nand unpaid dividends for any quarterly period in cash, provided that the Company satisfies minimum earnings, leverage and liquidity requirements\n(the “Minimum Financial Metrics”). The Preferred Stock will also entitle Holders to participate in any dividends or distributions\npaid or made on the Common Stock on an as-converted basis.\n\n \n\n \n\n \n\nIf\nthe Common Stock is not listed on a national securities exchange on or before the date that is eighteen months after the Closing Date,\nthe dividend rate will increase by two hundred (200) basis points per annum on such date and an additional one hundred (100) basis points\non each anniversary of such date thereafter. Beginning on the four (4) year anniversary of the Closing Date and on each June 30,\nSeptember 30, December 31 and March 31 thereafter, (x) the Regular Dividend Rate will increase by two hundred (200)\nbasis points during certain periods if the Minimum Financial Metrics are not satisfied or one hundred (100) basis points if the Minimum\nFinancial Metrics are satisfied, subject, in each case, to a maximum regular dividend rate of thirteen percent (13.0%) per annum.\n\n \n\nVoting\nRights. The Preferred Stock will vote together with the Common Stock as a single class on all matters submitted to a vote of the stockholders\nof the Company (other than those matters requiring the separate approval of the Holders of a majority of the Preferred Stock (the “Majority\nHolders”) as set forth in the “Protective Provisions” described below). Each share of Preferred Stock will be entitled\nto a number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock would then be convertible.\nThe Preferred Stock Investor has agreed to vote in favor of director nominees of the Board until the five (5) year anniversary of\nthe Closing, subject to certain exceptions.\n\n \n\nNational\nExchange Listing. The Company has agreed to use commercially reasonable efforts to cause the Common Stock to be approved for listing\non a U.S. national securities exchange (a “National Exchange”) as soon as practicable following the Closing and will formally\nsubmit an initial listing application no later than twelve (12) months following the Closing.\n\n \n\nForced\nConversion. After a National Exchange Listing, the Company will have the right to require conversion of all (but not less than\nall) of the then outstanding Preferred Stock into Common Stock at the then-applicable Conversion Price (a “Forced Conversion”)\nif the volume-weighted average trading price of the Common Stock equals or exceeds $15.00 (adjusted to account for stock splits, stock\ndividends, stock combinations and similar events) for at least 20 out of 30 consecutive trading days, *provided* that, among other\nthings, (a) a registration statement covering the resale of the underlying Common Stock is then effective, (b) the average daily\ntrading volume during such measurement period equals or exceeds $5 million in value for at least 20 out of 30 consecutive trading days,\nand (c) the publicly traded float prior to giving effect to any Forced Conversion is no less than $425 million, as measured utilizing\na trailing 30-day volume-weighted average price.\n\n \n\nLiquidation\nPreference. The liquidation preference (the “Liquidation Preference”) for each share of Preferred Stock will be\nequal to the greater of (a) the original issue price per share plus all PIK Dividends and accrued and unpaid dividends (the “Accreted\nValue”) and (b) 1.15x the original issue price minus the aggregate amount of cash, including any cash dividends, received by\nthe Holder in respect of such share of Preferred Stock. Upon a Liquidation Event (as defined in the Certificate of Designation), each\nshare of Preferred Stock will be entitled to receive, in priority to any distribution on any other shares of capital stock of the Company,\nan amount equal to the greater of (i)** **the Liquidation Preference; and (ii) the amount per share as would have been payable\nhad such share of Preferred Stock been converted into Common Stock at the Conversion Ratio immediately prior to such Liquidation Event\n(the “As-Converted Amount”).\n\n \n\nFundamental\nChange. Upon a Fundamental Change (as defined in the Certificate of Designation), each Holder of the Preferred Stock will have\nthe option to either (a) exercise its Optional Conversion Right or (b) require the Company to redeem all outstanding shares\nof Preferred Stock held by such Holder either (i) an amount in cash equal to the Liquidation Preference thereof or (ii) the\nconsideration that would have been be received by such holder if such Holder had converted such shares into Common Stock pursuant to\nan Optional Conversion immediately prior to the consummation of such Fundamental Change.\n\n \n\nRedemption\nUpon Breach. The Preferred Stock will be redeemable at the option of each Holder at the Liquidation Preference upon any material\nbreach by the Company of the covenants or “Protective Provisions” set forth in the Certificate of Designation that has not\nbeen cured within 30 business days of written notice thereof, to the extent the Company has funds legally available for such redemption\nand subject to restrictions imposed by senior credit agreements.\n\n \n\n \n\n \n\nGovernance and Other Rights.\n\n \n\n*Board Appointment Rights*.\nFor so long as the Preferred Stock Investor (together with its affiliates) holds at least 20% of the outstanding Common Stock on an as-converted\nbasis, the Preferred Stock Investor will be entitled to appoint two (2) directors to the Board, whom shall be independent under the\nstandards of the Nasdaq Capital Market until the Company is listed on a National Exchange and thereafter compliant with the independence\nrules of the National Exchange (each, a “Series A Director”). For so long as the Preferred Stock Investor (together\nwith its affiliates) holds at least 10% of the outstanding Common Stock on an as-converted basis, the Preferred Stock Investor will be\nentitled to appoint one (1) director. At the Closing, the number of directors will be set at seven (7).\n\n \n\n*Board Reconstitution & Other Rights.*If the Preferred\nStock remains outstanding on the fifth (5th) anniversary of the Closing and represents more than $45 million of Accreted Value, the Majority\nHolders will have the right to designate a majority of the Board, subject to National Exchange listing standards. The Majority Holders\nwill also have the right to require the Company to engage a nationally recognized investment bank to evaluate strategic alternatives,\nincluding a sale, merger, or other liquidity transaction.\n\n \n\n*Preemptive Rights*.\nThe Holders will have the right to participate on a pro rata basis (based on its as-converted ownership percentage) in any future issuance\nby the Company or its subsidiaries of:\n\n \n\n(i)** **equity securities\nor securities convertible into or exercisable for equity securities;\n\n \n\n(ii)** **debt securities,\nincluding any notes, bonds, or other indebtedness for borrowed money, other than debt from a commercial\nbank or non-bank lender pursuant to a secured credit facility for no more than $60 million in the aggregate\nand at an interest rate not to exceed the lesser of (x) 3-month SOFR + 500 bps or (y) 9% per annum;\nand\n\n \n\n(iii)** **any hybrid,\nstructured, or other securities of any kind;\n\n \n\nin each case, subject to customary exceptions.\n\n \n\nProtective Provisions.\nFor so long as at least 25% of the shares of Preferred Stock issued on the Closing Date remain outstanding, the affirmative vote or written\nconsent of the Majority Holders will be required for certain actions, including, but not limited to, the acquisition of assets, the incurrence\nof indebtedness and liens, transactions with stockholders, sales and dispositions of assets, the payment of dividends and other distributions,\nthe issuance of equity capital, any change in the authorized number of directors and any voluntary bankruptcy filing, in each case subject\nto certain exceptions.\n\n \n\nTransferability. The Preferred Stock is freely transferable, subject\nto applicable securities laws and a 180-day lock-up agreement of the Preferred Stock Investor pursuant to the Preferred Stock Purchase\nAgreement, except, that (a) a Holder may not transfer any Preferred Stock to a “Competitor” (as defined in the Certificate\nof Designation), (b) prior to the two (2) year anniversary of issuance, if the Preferred Stock Investor transfers more than\n50.0% of the Preferred Stock (in a single transaction or series of transactions, whether or not related), to one or more persons (other\nthan the Company) that are not controlled affiliates of the Preferred Stock, the Preferred Stock shall no longer include the following\nrights: (i) Board Appointment Rights, (ii) Board Reconstitution Rights and (iii) certain enumerated Protective Provisions,\n(c) from the two (2) year anniversary of issuance until the three (3) year anniversary of issuance, provided that the volume-weighted\naverage trading price of the Common Stock equals or exceeds $10.00 (adjusted to account for stock splits, stock dividends, stock combinations\nand similar events) for at least 20 out of 30 consecutive trading days at any time during the year, the Company will have a right of first\noffer in respect of any proposed sale of the Preferred Stock and (d) a Holder may not transfer shares of Preferred Stock to the extent\nsuch transfer would result in such transferee having beneficial ownership of 50% or more of the Common Stock and such transfer would result\nin a default or event of default under, or permit acceleration of, any agreement pertaining to then-outstanding indebtedness of the Company\nexceeding $20,000,000.\n\n \n\nProhibition on Short Sales.\nSo long as the Majority Holders have the right to designate a Series A Director, each Holder shall be deemed to have agreed not to\nengage in short sales or other hedging transactions in the Company’s securities. In addition, pursuant to the Preferred Stock Purchase\nAgreement, the Preferred Stock Investor agreed to a 180-day lock-up in respect of the Preferred Shares and Preferred Investor Shares purchased\nin the Preferred Stock Investment.\n\n \n\n \n\n \n\nIn connection with the Preferred Investor Purchase Agreement, the Company\nentered into a registration rights agreement (the “Preferred Stock Registration Rights Agreement”) with the Preferred Stock\nInvestor. Pursuant to the Preferred Stock Registration Rights Agreement, the Company is required to file a resale registration statement\n(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale\nthe Preferred Investor Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares within thirty (30) days\nof the signing date of the Registration Rights Agreement (the “Filing Date”), and to use its commercially reasonable efforts\nto have such Registration Statement declared effective within ninety (90) calendar days of the Filing Date in the event the Registration\nStatement is subject to a full SEC review. In addition, the Company has granted to the Preferred Stock Investor certain “demand”\nregistration rights and “piggyback” registration rights, including rights to demand that the Company undertake underwritten\npublic offerings beginning 12 months after the Closing Date.\n\n \n\nThe\nPreferred Stock Purchase Agreement and Preferred Stock Registration Rights Agreement contain representations, warranties, covenants, indemnification\nand other provisions customary for transactions of this nature. The representations, warranties, covenants and agreements contained in\nthe Preferred Investor Purchase Agreement and Preferred Stock Registration Rights Agreement reflect negotiations between the parties to\nthe Preferred Investor Purchase Agreement and Preferred Stock Registration Rights Agreement and are not intended as statements of fact\nto be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties,\ncovenants and agreements in the Preferred Investor Purchase Agreement and Preferred Stock Registration Rights Agreement may be subject\nto limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between\nthe parties in connection with the negotiation of the Preferred Investor Purchase Agreement and Preferred Stock Registration Rights Agreement,\nand having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties\nmay apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations\nand warranties in the Preferred Investor Purchase Agreement and Preferred Stock Registration Rights Agreement may not describe the actual\nstate of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information\nconcerning the subject matter of the representations and warranties may change after the date of the Preferred Investor Purchase Agreement\nand Preferred Stock Registration Rights Agreement, and unless required by applicable law, the Company undertakes no obligation to update\nsuch information.\n\n \n\nThe\nCompany intends to contribute a portion of the aggregate proceeds from the Preferred Stock Investment and the PIPE (as defined\nbelow) to Capstone Green Energy LLC (“Operating Subsidiary”), which Operating Subsidiary will use to redeem its\nSeries A Redeemable Preferred Units (the “Preferred Units”) having an aggregate value representing 37.5% equity\nownership Operating Subsidiary for $84.0 million. Following the redemption of the Preferred Units, the Company will own 100% of the\nequity interests in Operating Subsidiary. The remainder of the aggregate proceedings will be used for (i) payment of fees in\nconnection with the transactions described in this Current Report on Form 8-K (the “Transactions”),\n(ii) investment in and growth in the Company’s business and (iii) working capital and general corporate purposes.\nThe Transactions are expected to close simultaneously on March 31, 2026, subject to the satisfaction of customary closing\nconditions.\n\n \n\n*PIPE\nOffering of Common Stock and Pre-Funded Warrants*\n\n \n\nOn\nMarch 29, 2026, the Company entered into a securities purchase agreement with certain accredited investors (the “Common Stock\nPurchasers”), relating to a private investment in public equity financing (the “PIPE” and, together with the Preferred\nStock Investment, the “Offerings”) of an aggregate of (a) 3,588,889 shares (the “PIPE Shares” and together\nwith the Preferred Investor Shares, the “Common Shares”) of the Common Stock, at a price per PIPE Share equal to $4.50 and\n(b) Pre-Funded Warrants (the “Pre-Funded Warrants”) to purchase 300,000 shares of Common Stock (the “Pre-Funded\nWarrant Shares”) at a price per Pre-Funded Warrant equal to same price as that for Shares minus $0.001, and the remaining exercise\nprice of each Pre-Funded Warrant will equal $0.001 per share. The estimated gross proceeds to the Company of the Offerings is approximately\n$17.5 million, before deducting placement agent fees and other offering costs and expenses. The Common Shares, Pre-Funded Warrants and\nthe Preferred Shares sold in the Offerings are sometimes hereafter referred to as the “Securities.”\n\n \n\nUnder\nthe Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such\nexercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates)\nto exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage\nownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s\nelection to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company. In addition, in certain circumstances,\nupon a fundamental transaction, a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants,\nthe kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants\nimmediately prior to the fundamental transaction.\n\n \n\n \n\n \n\nIn\nconnection with the Common Stock Purchase Agreement, the Company entered into a registration rights agreement (the “Common Stock\nRegistration Rights Agreement”) with each Common Stock Purchaser. Pursuant to the Common Stock Registration Rights Agreement, the\nCompany is required to file a resale registration statement with the SEC to register for resale the PIPE Shares and the Pre-Funded Warrant\nShares on terms and conditions substantially similar to those contained in the Preferred Investor Registration Rights Agreement.\n\n \n\nThe\nCommon Stock Purchase Agreement and Common Stock Registration Rights Agreement contain representations, warranties, covenants, indemnification\nand other provisions customary for transactions of this nature. The representations, warranties, covenants and agreements contained in\nthe Common Stock Purchase Agreement and Common Stock Registration Rights Agreement reflect negotiations between the parties to the Common\nStock Purchase Agreement and Common Stock Registration Rights Agreement and are not intended as statements of fact to be relied upon by\nstockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and\nagreements in the Common Stock Purchase Agreement and Common Stock Registration Rights Agreement may be subject to limitations agreed\nby the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in\nconnection with the negotiation of the Common Stock Purchase Agreement and Common Stock Registration Rights Agreement, and having been\nmade for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards\nof materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties\nin the Common Stock Purchase Agreement and Common Stock Registration Rights Agreement may not describe the actual state of affairs at\nthe date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the\nsubject matter of the representations and warranties may change after the date of the Common Stock Purchase Agreement and Common Stock\nRegistration Rights Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.\n\n \n\nThe\nCompany also entered into a letter agreement (the “Placement Agent Agreement”) with Craig-Hallum Capital Group LLC, as the\nsole placement agent (the “Placement Agent”), dated March 29, 2026, pursuant to which the Placement Agent agreed to serve\nas the placement agent in connection with the Offerings. The Company agreed to pay the Placement Agent a cash placement fee equal to 5.5%\nof the gross proceeds received in the Offerings and up to $225,000 for all out-of-pocket accountable legal fees, travel expenses related\nto the Offerings and all other out-of-pocket accountable third-party expenses incurred by the Placement Agent in connection with the Offerings.\nIn addition, the Placement Agent Agreement provides for customary lock-up agreements with the directors and officers of the Company for\n45 days following the closing of the Offerings.\n\n \n\nIn\naddition, investors in the PIPE have agreed not to engage in short sales or other hedging transactions for a period beginning on today’s\ndate and ending 45 days after the date on which the registration statement filed pursuant to the Registration Rights Agreement is declared\neffective (the “Effective Date”). The Purchase Agreement also prohibits the Company from entering into or effecting variable\nrate transactions for 180 days following the Effective Date.\n\n \n\nThe\nSecurities are being issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the\n“Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation\nD promulgated thereunder because, among other things, the Offerings did not involve a public offering, the investors represented that\nthey are “accredited investors” and are purchasing the Securities for investment and not for resale and the Company took appropriate\nmeasures to restrict the transfer of the Securities. The Securities have not been registered under the Securities Act and may not be sold\nin the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute\nan offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in\nwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\nstate or jurisdiction.\n\n \n\n \n\n \n\n*Note\nPurchase Agreement Amendment*\n\n \n\nOn\nMarch 29, 2026, the Company entered into the Consent and Third Amendment (the “Consent and Third Amendment”) to the Note\nPurchase Agreement, dated December 7, 2023 (as amended, the “NPA”), by and among the Operating Company, the Company,\nCapstone Turbine Financial Services, LLC, a Delaware limited liability company and Cal Microturbine LLC, a Delaware limited liability\ncompany, as guarantors (the “Guarantors”), Goldman Sachs Specialty Lending Group, L.P., a Delaware limited partnership, as\ncollateral agent (the “Collateral Agent”) for the Purchasers from time to time party thereto and Capstone Distributor Support\nServices Corporation, a Delaware corporation (“CDSS”), as Purchaser.\n\n \n\nThe\nConsent and Third Amendment provides for the Collateral Agent and Purchaser’s consent to the Transactions. The Consent and Third\nAmendment also contains certain clarifying amendments relating to the Preferred Stock Investment, including that the Preferred Stock Investor\nis a “Permitted Holder” and the Preferred Stock Investment will not constitute a “Change of Control” under the\nNPA.\n\n \n\n*Preferred\nUnit Redemption Agreement*\n\n \n\nOn\nMarch 29, 2026, the Operating Company and the Company entered into a redemption agreement (the “Preferred Unit Redemption Agreement”)\nwith CDSS, the holder of the Preferred Units, providing for the Operating Company’s redemption of the Preferred Units on the Closing\nDate for a redemption price of $84.0 million. The closing of the Offerings and the redemption of the Preferred Units are each conditioned\non each other.\n\n \n\n*Asset\nPurchase Agreement*\n\n \n\nOn\nMarch 29, 2026, the Operating Company and the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)\nwith CDSS pursuant to which, among other things, CDSS will sell and transfer and the Operating Company will purchase, accept and assume,\nthe Transferred Assets and Assumed Liabilities (each as defined in the Asset Purchase Agreement) for a purchase price of $1.0 million.\nThe Transferred Assets relate to the Company’s Distributor Support Services, and were held by CDSS prior to, or transferred to CDSS\nin connection with, the Company’s emergence from Chapter 11 bankruptcy on December 7, 2023. The closing of the Offerings and\nthe transactions contemplated by the Asset Purchase Agreement are each conditioned on each other.\n\n \n\nThe\nforegoing descriptions of the Pre-Funded Warrant, Consent and Third Amendment, Preferred Investor Purchase Agreement, Common Stock Purchase\nAgreement, Preferred Stock Registration Rights Agreement, Common Stock Registration Rights Agreement, Placement Agent Agreement, Preferred\nUnit Redemption Agreement and Asset Purchase Agreement are qualified in their entirety by reference to the full text of each document,\ncopies of which are filed hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4,\nExhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively."}