Item 1.01Entry into a Material Definitive Agreement

Sponsorship Agreement

On February 10, 2020, Capstone Turbine Corporation (the "Company") and Andretti Autosport 6, Inc. ("AA"), a race team participating in the IndyCar Series sanctioned by INDYCAR, LLC (the "Series"), entered into a Sponsorship Agreement (the "Sponsorship Agreement") effective January 1, 2020 through December 31, 2020, whereby the Company agreed to sponsor AA's Car #88 participation in the Series on a full-time basis. In exchange for AA's participation in the Series, the Company agreed to a sponsorship fee in the total amount of $1,250,000.00 of which $650,000.00 will be paid in cash due and payable in four installments and $600,000.00 in unregistered shares of common stock of the Company.

During the term of the Sponsorship Agreement and any renewal or extension of the agreement, the Company has agreed that it shall exclusively sponsor the AA Group (as defined therein). The Sponsorship Agreement contains, among other provisions, certain representations and warranties by the parties, intellectual property protection covenants, certain indemnification rights in favor of each party and customary confidentiality provisions.

The foregoing description of the terms of the Sponsorship Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Sponsorship Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending March 31, 2020.




Item 8.01Other Events

On February 24, 2020, the Company issued a press release announcing the Sponsorship Agreement. A copy of the release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this Current Report on Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits




Exhibit Number Description
99.1             Press Release of Capstone Turbine Corporation, dated February
               24, 2020

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