Capstone Energy Plus, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Unregistered Sales of Equity Securities. On May 8, 2026, an investor exercised 1,719,840 pre-funded warrants issued in the November 2025 PIPE on a cashless basis. In addition, during the three months ended June 30, 2026, holders exercised 299,972 pre-funded warrants issued in the March 2026 PIPE. In the aggregate, 2,019,812 pre-funded warrants were exercised on a cashless basis, resulting in the issuance of 2,019,812 shares of common stock. The shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares were exchanged by the Company exclusively with an existing security holder and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. The Company received no proceeds from the cashless exercise. See Note 15 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. ​ (c) Issuer Purchases of Equity Securities. The following table sets forth information regarding shares of common stock acquired by the Company during the three months ended June 30, 2026. All of the shares shown were withheld from employees to satisfy tax withholding obligations upon the vesting of restricted stock units under the 2023 Plan. The Company does not have a publicly announced share repurchase plan or program. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs April 1, 2026 to April 30, 2026 ​ 29,221 ​ $5.93 ​ — ​ — May 1, 2026 to May 31, 2026 ​ — ​ — ​ — ​ — June 1, 2026 to June 30, 2026 ​ — ​ — ​ — ​ — Total ​ 29,221 ​ $5.93 ​ — ​ — ​ ​