MAXWELL TECHNOLOGIES INC (Form: 8-K, Received: 09/19/2017 17:12:18)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): September 18, 2017

_____________________________________________________________

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________




Delaware	1-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3888 Calle Fortunada

San Diego, California 92123

(Addresses of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

_____________________________________________________________

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 (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company	o

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.	o

Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2017, Maxwell Technologies, Inc. (the “Company”) entered into an Amended and Restated Agreement (the “Amended Agreement”) with Viex Capital Advisors, LLC and certain of its affiliates named therein (collectively, “Viex”), which beneficially own approximately 4% of the Company’s outstanding common stock. The Amended Agreement amends and restates a prior agreement by and among the Company and Viex, dated April 10, 2017 (the “Prior Agreement”), which was previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2017.

Pursuant to the Amended Agreement, Viex agreed to remove certain restrictive covenants contained in the Prior Agreement relating to the issuance of securities by the Company, and the Company agreed to provide a cash payment in the amount of $600,000 to Viex upon the closing of a convertible debt financing resulting in net proceeds to the Company of at least $20,000,000 (the “Qualified Financing”). If Viex is eligible to participate in the Qualified Financing, then Viex has agreed to re-invest the cash consideration into the Qualified Financing; however, Viex has indicated it is not eligible to participate in the Note Offering as further described in Section 8.01 below. In addition, the Company agreed to keep the authorized number of Board of Directors of the Company (the “Board”) at eight (8) members through the conclusion of the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Company also agreed that through the date that is ten business days prior to the deadline for the submission of stockholder proposals for the 2018 Annual Meeting pursuant to the Company’s Bylaws (the “Standstill Period”) it will maintain its Strategic Alliance and Review Committee, which committee shall be comprised of four (4) members, including John Mutch as an independent member of such committee.

Except as set forth in the Amended Agreement, Viex also agreed that it will not nominate or recommend for nomination any person for election at the 2018 Annual Meeting, submit proposals for consideration or otherwise bring any business before the 2018 Annual Meeting, nor will it engage in certain activities related to “withhold” or similar campaigns with respect to the 2018 Annual Meeting. The Company agreed to reimburse Viex for its reasonable, documented out-of-pocket fees and expenses actually incurred in connection with the 2018 Annual Meeting, the negotiation and execution of the Amended Agreement and the transactions contemplated thereby, including Viex’s participation in any Qualified Financing, in an amount not to exceed $50,000.

Other than as described above, the terms of the Amended Agreement are largely unchanged from those of the Prior Agreement. Similar to the Prior Agreement, the Amended Agreement provides that Viex will not, during the Standstill Period, among other things, solicit proxies regarding any matter to come before any annual or special meeting of stockholders, or enter into a voting agreement or any group with stockholders other than Viex affiliates and current group members. In addition, among other standstill provisions, Viex agreed that, during the Standstill Period, Viex will not seek to make, or encourage any third party in making, any offer or proposal with respect to any merger, acquisition, amalgamation, recapitalization, restructuring, disposition, spin-off, asset sale, joint venture or other business combination involving the Company and will not seek, or encourage any person, to submit nominees in furtherance of a contested solicitation for the election or removal of directors. The Amended Agreement also continues to provide that each party be subject to mutual non-disparagement obligations through the conclusion of the 2018 Annual Meeting.

The foregoing is a summary description of certain terms of the Amended Agreement and does not purport to be complete, and it is qualified in its entirety by reference to the full text of the Amended Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information furnished in Exhibit 99.1 to this report, which relates to the Company, may be presented from time to time by the Company at investor meetings.

Item 8.01 Other Information.

Convertible Note Offering

On September 19, the Company announced a proposed offering of $50 million aggregate principal amount of Convertible Senior Notes due 2022 (the “Notes”) in a private offering to qualified institutional buyers that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Rule 144A under the Securities Act (the "Note Offering"). The Company’s press release announcing the launch of the offering of the Notes, as well as the expected use of proceeds thereof, is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

In early 2013, the Company voluntarily provided information to the Enforcement Division of the U.S. Securities and Exchange Commission (“SEC”) related to its announcement that it intended to file restated financial statements for fiscal years 2011 and 2012. On June 11, 2015 and June 16, 2016, the Company received subpoenas from the SEC requesting certain documents related to, among other things, the facts and circumstances surrounding the restated financial statements. The Company has provided documents and information to the SEC in response to the subpoenas. In September 2016, the Company entered into a tolling agreement effective for the period beginning on September 12, 2016, and running through June 30, 2017, with the SEC related to these matters. In June 2017, the Company entered into an amended and restated version of this tolling agreement effective for the period beginning on September 12, 2016, and running through October 31, 2017. The Company is cooperating with the investigation and recently made an offer of settlement to resolve the matter, which is subject to approval by the SEC Commissioners. The proposed settlement would be entered into by the Company without admitting or denying the SEC’s findings and would resolve alleged violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. Under the terms of the proposed settlement, the Company would pay $2.8 million in a civil penalty and agree not to commit or cause any violations of certain anti-fraud and books and records provisions of the federal securities laws and related rules. The proposed settlement resolves the alleged violations only against the Company. There is no assurance that the proposal will be approved by the SEC Commissioners or, even if approved, that any such approval will occur before October 31, 2017. In accordance with U.S. GAAP, the Company will make a corresponding accrual in its financial statements.

In connection with the pricing of the sale and issuance of the Notes described above, the Company intends to terminate its Stock Purchase Agreement (the “SDIC Agreement”), dated April 10, 2017, with SDIC Fund Management Co., Ltd. (“SDIC”). As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2017, pursuant to the SDIC Agreement, the Company agreed to issue and sell to SDIC 7.4 million shares of the Company’s common stock for $6.32 per share, for an aggregate purchase price of approximately $46.6 million (the “Transaction”) to be used for strategic developments, including dry battery electrode development, as well as working capital and general corporate purposes. The Transaction was subject to certain closing conditions, including clearance by the Committee on Foreign Investments (“CFIUS”) in the United States as well as completion of filings with relevant Chinese governmental authorities. On August 4, 2017, the Company and SDIC Fund mutually agreed to voluntarily withdraw the CFIUS filing.

As a result of the termination, if it occurs, the Company will expense in the third quarter of fiscal year 2017 transaction costs incurred in connection with the SDIC Agreement and the transactions contemplated therein in the approximate amount of $500,000.

Item 9.01 Financial Statements and Exhibits.




Exhibit No.		Description

10.1		Amended and Restated Agreement, dated September 18, 2017, by and among the Company and Viex Capital Advisors, LLC and certain of its affiliates named therein
99.1		Maxwell Technologies, Inc. investor presentation
99.2		Press release issued by Maxwell Technologies, Inc. on September 19, 2017 announcing the offering of $50 million Convertible Senior Notes due 2022
99.3		Press release issued by Maxwell Technologies, Inc. on September 19, 2017 announcing agreement with Viex Capital Advisors, LLC and its affiliates

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 hereunto duly authorized.




	MAXWELL TECHNOLOGIES, INC.

	By:		/s/ David Lyle
			David Lyle
			Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Date: September 19, 2017

AMENDED AND RESTATED

This Amended and Restated Agreement (this “ Agreement ”) is dated as of September 18, 2017 and shall be effective as set forth below, by and among Maxwell Technologies, Inc. (the “ Company ”) and the entities and natural persons set forth in the signature pages hereto (collectively, “ Viex ”) (each of the Company and Viex, a “ Party ” to this Agreement, and collectively, the “ Parties ”).

WHEREAS, the Company and Viex are parties to the Agreement, dated April 10, 2017 (the “ Prior Agreement ”), and each of the Parties desires to amend and restate the Prior Agreement by entering into this Agreement pursuant to the terms set forth herein;

WHEREAS, as of the date hereof, Viex is deemed to beneficially own shares of Common Stock of the Company (the “ Common Stock ”) totaling, in the aggregate, 1,477,058 shares, or approximately 4.0% of the Common Stock issued and outstanding on the date hereof, and has sold short put options referencing the obligation to purchase an additional 986,700 shares of Common Stock; and

WHEREAS, as of the date hereof, the Company and Viex have determined to come to an agreement on matters relating to, among other things, the Company’s 2018 annual meeting of stockholders (the “ 2018 Annual Meeting ”), as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

Board Matters, Nomination and Election of Directors and Related Agreements .

(a) Size of the Board . The Company agrees to keep the authorized number of the Company’s Board of Directors (the “ Board ”) set at eight (8) members through the conclusion of the 2018 Annual Meeting.

(b) Strategic Alliance and Review Committee . For the duration of the Standstill Period: (a) the Company shall continue to maintain the Strategic Alliance and Review Committee, and (b) such committee shall be comprised of four (4) members, which shall include John Mutch.

(a) Director Compensation . The Company agrees that so long as Viex continues to beneficially own a “net long position” (as such term is defined in Rule 14e-4 of the

Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) of at least 3.0% of the Company’s Common Stock, during the Standstill Period, the Company, after consultation between the Compensation Committee of the Board and Viex, other stockholders of the Company as determined by the Company and its compensation consultants, will continue to take appropriate action to adjust the compensation arrangements for directors to include a combination of non-qualified stock options and restricted stock units.

Cash Consideration; Investment .

(a) Cash Consideration . In the event that the Company consummates a Qualified Financing (as defined below), the Company agrees to make a cash payment to Viex in an amount equal to $600,000 (the “ Cash Consideration ”) simultaneously with the closing of the Qualified Financing; provided, however, that if Viex or one of its Affiliates are eligible to participate in such Qualified Financing (such eligibility to be determined by Viex’s outside legal counsel), then Viex or one of its Affiliates, as applicable, agrees to re-invest the Cash Consideration into the Qualified Financing (the “ Reinvestment ”). For purposes of this Agreement, a Qualified Financing means a convertible debt financing resulting in net proceeds to the Company of at least $20,000,000 that occurs no later than the expiration of the Standstill Period. Subject to applicable law, in connection with the participation of Viex or one of its Affiliates in such Qualified Financing, the Company shall either retain and credit the Cash Consideration or advance the Cash Consideration on behalf of Viex or one of its Affiliates, as applicable, as required payment of the purchase price in such Qualified Financing.

(b) Investment Participation . In connection with its participation in any Qualified Financing, Viex or one of its Affiliates, as applicable, shall agree to the investment terms applicable to each of the other investors participating in such Qualified Financing.

Additional Agreements .

(a) Viex agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

(b) Viex hereby agrees that it will not, and that it will not permit any of its controlled Affiliates or Associates to, (1) nominate or recommend for nomination any person for election at the 2018 Annual Meeting, directly or indirectly, (2) submit any proposal for consideration at, or bring any other business before, the 2018 Annual Meeting, directly or indirectly, or (3) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2018 Annual Meeting, directly or indirectly. Viex shall not publicly or privately encourage or support any other stockholder to take any of the actions described in this Section 4(b).

(c) Viex agrees that it will appear in person or by proxy at the 2018 Annual Meeting and vote all shares of Common Stock of the Company beneficially owned by Viex at the meeting (u) in favor of the election of the nominees supported by the Board, (v) in favor of the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, (w) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal, and (x) in favor of such other proposals as submitted by and supported by the Board; provided, however, that to the extent that the recommendation of both Institutional Shareholder Services Inc. (“ ISS ”) and Glass Lewis & Co., LLC (“ Glass Lewis ”) differs from the Board's recommendation with respect to any matter other than nominees for election as directors to the Board, Viex shall have the right to vote in accordance with the recommendation of ISS and Glass Lewis with respect to such matters.

Standstill Provisions .

(a) Viex agrees that from the date of this Agreement until the date that is ten (10) business days prior to the deadline for the submission of stockholder proposals for the 2018 Annual Meeting pursuant to the Bylaws (the “ Standstill Period ”), neither it nor any of its Affiliates or Associates under its control will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner:

(i) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, such that Viex, together with its Affiliates and Associates (as defined in Section 4(a)) would, in the aggregate, beneficially own a number of shares in excess of 10% of the then outstanding shares of Common Stock;

(ii) engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;

(iii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the persons identified on Exhibit A , but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided , however , that nothing herein shall limit the ability of an Affiliate of Viex to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Viex and otherwise in accordance with this Agreement;

(v) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors;

(vi) (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, acquisition, amalgamation, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company (an “ Extraordinary Transaction ”), or encourage, initiate or support any other third party with respect to any of the foregoing, (C) make any public communication in opposition to any Extraordinary Transaction approved by the Board or (D) call or seek to call a special meeting of stockholders;

(vii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in this Agreement;

(viii) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 4;

(ix) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; or

(x) disclose any intention, plan or arrangement inconsistent with any provision of this Section 5.

Notwithstanding the foregoing, the provisions of Section 4 shall continue to apply.

Representations and Warranties of the Company .

The Company represents and warrants to Viex that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this

Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

Representations and Warranties of Viex .

Viex represents and warrants to the Company that (a) the authorized signatory of Viex set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Viex thereto, (b) this Agreement has been duly authorized, executed and delivered by Viex, and is a valid and binding obligation of Viex, enforceable against Viex in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Viex as currently in effect, (d) the execution, delivery and performance of this Agreement by Viex does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Viex, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, Viex is deemed to beneficially own in the aggregate 1,477,058 shares of the Common Stock issued and outstanding on the date hereof, and has sold short put options referencing the obligation to purchase an additional 986,700 shares of Common Stock, (f) except as disclosed herein, as of the date hereof, Viex does not currently have, and does not currently have any right to acquire or any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond

to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement) and (g) Viex will not, directly or indirectly, compensate or agree to compensate John Mutch for his service as a nominee or director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation directly or indirectly related to the Company or its securities.

Promptly following the execution of this Agreement, the Company and Viex shall jointly issue a mutually agreeable press release (the “ Mutual Press Release ”) announcing certain terms of this Agreement, in the form attached hereto as Exhibit B . Prior to the issuance of the Mutual Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee or subcommittee thereof) nor Viex shall issue any press release or public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. Through the conclusion of the 2018 Annual Meeting, neither the Company nor Viex shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Mutual Press Release, except as required by law or the rules of any stock exchange (and, in any event, each Party will provide the other Party, prior to making any such public announcement or statement, a reasonable opportunity to review and comment on such disclosure, to the extent reasonably practicable under the circumstances, and each Party will consider any comments from the other in good faith) or with the prior written consent of the other Party, and otherwise in accordance with this Agreement.

Each Party shall be responsible for its own fees and expenses in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby; provided, however, that the Company shall reimburse Viex for reasonable and documented out of pocket fees and expenses, actually incurred in connection with the 2018 Annual Meeting, the negotiation and execution of this Agreement and the transactions contemplated hereby, including Viex’s participation in any Qualified Financing, in an amount not to exceed $50,000.00.

Specific Performance .

Each of the members of Viex, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury may not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Viex (or any of the entities and natural persons listed in the signature

pages hereto), on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 10 is not the exclusive remedy for any violation of this Agreement.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company: Maxwell Technologies, Inc.

3888 Calle Fortunada

Attention: Emily Lough

Telephone: (858) 503-3341

Facsimile: (866) 636-6819

Email: elough@maxwell.com

With copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Ave.

Los Angeles, CA 90071
Attention: Brian J. McCarthy

Telephone: (213) 687-5070

Facsimile: (213) 621-5070

Email: Brian.McCarthy@skadden.com

Skadden, Arps, Slate, Meagher & Flom LLP

New York, NY 10036
Attention: Richard J. Grossman
Telephone: (212) 735-2116

Facsimile: (917) 777-2116

Email: Richard.Grossman@skadden.com

If to Viex or any member thereof: Viex Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022
Attention: Eric Singer

Telephone: (212) 752-5750

Email: singer@viexcapital.com

With a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP

1325 Avenue of Americas

New York, NY 10019
Attention: Steve Wolosky

Telephone: (212) 451-2333

Facsimile: (212) 451-222
Email: swolosky@olshanlaw.com

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and

agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

Mutual Non-Disparagement .

Subject to applicable law, each of the Parties covenants and agrees that, through the conclusion of the 2018 Annual Meeting, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 15, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. This Section 15 shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 15 shall be deemed to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Effectiveness; Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries .

This Agreement shall become effective immediately prior to a Qualified Financing, except with respect to Section 8 and Section 9 hereof, which shall take immediate effect as of the date first set forth above. This Agreement amends and restates the Prior Agreement and contains the entire understanding of the Parties hereto with respect to this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Viex. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Viex, the prior written consent of the Company, and with respect to the Company, the prior written consent of Viex. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first set forth above.

MAXWELL TECHNOLOGIES, INC.

Title: President & CEO

[Signature Page to Agreement]



VIEX Opportunities Fund, LP – Series One

By:	VIEX GP, LLC General Partner

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member



VIEX GP, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member



VIEX Special Opportunities Fund III, LP

By:	VIEX Special Opportunities GP III, LLC General Partner

	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member



VIEX Special Opportunities GP III, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

[Signature Page to Agreement]



	VIEX Capital Advisors, LLC

	By:		/s/ Eric Singer
			Name:	Eric Singer
			Title:	Managing Member

VIEX SPECIAL OPPORTUNITIES FUND II, LP

	By:	VIEX Special Opportunities GP II, LLC General Partner

	By:	/s/ Eric Singer
		Name:			Eric Singer
		Title:			Managing Member



VIEX SPECIAL OPPORTUNITIES GP II, LLC

	By:	/s/ Eric Singer
		Name:	Eric Singer
		Title:	Managing Member



	/s/ Eric Singer
	Eric Singer

[Signature Page to Agreement]

Viex Opportunities Fund, LP – Series One

Viex Opportunities Fund, LP – Series Two

Viex Special Opportunities Fund II, LP

Viex Special Opportunities Fund III, LP

Viex Special Opportunities GP II, LLC

Viex Special Opportunities GP III, LLC

Viex Capital Advisors, LLC

Innovative, Affordable Power & Energy Solutions Maxwell Management Presentation 144A Convertible Debt Issuance September 2017 Exhib it 99. 1

MAXWELL CONFIDENTIAL Disclaimers 2 Non-GAAP Financial Information  Management also uses certain non-GAAP financial measures in this presentation which constitute “non-GAAP financial measures” as defined by the Securities and Exchange Commission. Management uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. These non-GAAP measures are in addition to, and not a substitute for or superior to, measures prepared in accordance with GAAP. Reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures are included on Appendix A of this presentation.  The information in this Investor Presentation is for informational purposes only and is neither an offer to sell, nor a solicitation of an offer to subscribe for or buy securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Non Solicitation

MAXWELL CONFIDENTIAL Safe Harbor 3 Statements made during this presentation that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1955. Such risks, uncertainties and contingencies include, but are not limited to, the following:  Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidy programs which could be reduced, modified or discontinued in the future;  Uncertainties related to the global geopolitical landscape and the recent elections in the United States;  Risks related to acquisitions and potential for unsuccessful integration of acquired businesses;  Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits;  Our ability to obtain sufficient capital to meet our operating or other needs;  Regulatory and other approvals related to the completion of financing transactions;  Downward pressures on product pricing from increased competition and shifts in sales mix with respect to low margin and high margin business;  Our ability to manage and minimize the impact of unfavorable legal proceedings;  Risk that activist stockholders attempt to effect changes to our company which could adversely affect our corporate governance;  Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;  Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions;  Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer;  Successful acquisition, development and retention of key personnel;  Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;  Our ability to manage product quality problems;  Our ability to protect our intellectual property rights and to defend claims against us;  Our ability to effectively identify, enter into, manage and benefit from strategic alliances;  Occurrence of a catastrophic event at any of our facilities;  Occurrence of a technology systems failure, network disruption, or breach in data security; and  Our ability to match production volume to actual customer demand. For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company’s expectations.

MAXWELL CONFIDENTIAL Key Executive Team Members Franz Fink President & CEO 25 years In industry David Lyle SVP Finance & CFO 26 years In industry Gérard Lopez VP & GM High Voltage 20+ years In industry Emily Lough Corporate Counsel 10 years In industry Earl Wiggins VP Operations 32 years In industry Thibault Kassir VP & GM Energy Storage 24+ years In industry Aileen Gipson Sr. Director HR 15+ years In industry With you today… 4

Executive Summary 5

MAXWELL CONFIDENTIAL Summary Term Sheet Key Terms New Issue Exchangeable Senior Notes Issuer Maxwell Technologies, Inc. Security Senior Unsecured Convertible Notes Method of Distribution 144A Size $50 million + 15% Greenshoe Maturity 5-year Coupon 5.0% - 5.5% Conversion Premium 20% - 30% Settlement Method Cash, shares of Common Stock or a combination of cash and shares, at the Company’s election Calls/Puts Provisionally callable with a make-whole after year 2 if stock price ≥ 130% of conversion price; No investor put rights Use of Proceeds General Corporate Purposes with particular focus on Capital Expenditure investment Expected Pricing 9/21 Book Runner Barclays 6

MAXWELL CONFIDENTIAL Sources & Uses and Pro Forma Capitalization Sources $’s in millions Uses Pro Forma Capitalization New Senior Unsecured Convertible Notes $50 Balance Sheet Cash $46 Fees & Expenses 4 Total Sources $50 Total Uses $50 Previous Guidance Mid-Point* New Pro Forma 9/30/2017 Convertible Notes Post Offering Total Cash $14.5 $46.0 $60.5 Working Capital Line (up to $25M) -- -- -- New Convertible Notes -- $50.0 $50.0 Total Debt $0.0 $50.0 $50.0 7 Estimated Uses Detail Capital Expenditures $25 - $35 • Dry Battery Electrode* • Committed Factory Expansions • New Product Introduction • Production Equipment General Corporate Purposes $11 - $21 Fees & Expenses $4 *Dry Battery Electrode may also be funded through strategic partnerships * Source: Q2-2017 earnings call held on August 7, 2017.

MAXWELL CONFIDENTIAL Key Investment Highlights • #1 Globally in High Voltage Capacitors & Ultracapacitors with $1.5 billion served available market (SAM) in 2022  20% compound annual growth rate (CAGR) • 3 year business transformation poised to deliver long-term growth & shareholder value • Unique & patented “Dry” Electrode technology poised to revolutionize multi-billion dollar lithium-ion battery market, and represents a significant long-term opportunity 8 • Positioned at the center of 3 disruptive megatrends – accelerated growth of Electric Vehicles, Autonomous Driving, and Renewable Energy ** Source: Dry Electrode Revenue SAM derived by Maxwell Market Research with inputs from Navigant Research and Multiple Automotive OEM and Tier 1 partner forecast models * Source: Ultracapacitor SAM derived by Maxwell Market Research with inputs from Navigant Research, Customer Feedback and inputs, CNEAI production data, and Maxwell content assumptions * **

Enabling Technologies for a Sustainable & Green Energy Future 9

MAXWELL CONFIDENTIAL Maxwell Technologies Enabling Technologies for a Sustainable & Green Energy Future  Founded 1965; IPO 1983 (NASDAQ: MXWL)  Develops, manufactures, markets energy storage and power delivery solutions  Headquarters: San Diego, CA  Locations: U.S.A., Switzerland, China, Korea  Employees: 483 Business Highlights Products Financial Highlights LTM Q4'16 LTM Q1'17 LTM Q2'17 Microelectronics (sold April '16) Ultracapacitors & High Voltage $72M $45M $4M UCAP HV 2016 Product Revenue 2016 Geographic Revenue China Rest of World Germ. USA 39% 40% 10% 11% $121M Revenue ($M) $121M Q2‘17 Cash Balance 10 ME $116 $113 $121 $112 Excluding Microelectronics $117 Excluding Microelectronics G R I D W I N D A U T O R A I L B U S I N D U S T I A L H I G H V O L T A G E U L T R A C A P A C I T O R S D R Y B A T T E R Y E L E C T R O D E Serving Key Markets $19.2 million

MAXWELL CONFIDENTIAL Executing our Strategy to Deliver Profitability, Sustainable Growth & Value Foundational Cash Flow Sustainable Growth Significant Opportunity Maxwell -- A Growth Opportunity 11 High Voltage “Maintain Leadership” Ultracapacitors “Market Consolidation & Scale” Dry Battery Electrode “Leverage For Growth”

MAXWELL CONFIDENTIAL High Voltage “Maintain Leadership” Ultracapacitors “Market Consolidation & Scale” Dry Battery Electrode “Leverage For Growth” -- Positioned at Center of 3 Disruptive Megatrends -- Accelerated Growth of Electric Vehicles, Autonomous Driving, and Renewable Energy SAM Paradigm shift towards digitization of Grid Increasing electrification in Auto Increasing performance demands in Electric Vehicles 3 Megatrends Driving Maxwell’s Large and Growing Markets Increasing renewables in Grid $100M $150M 2017 2022 $500M $1.35B 2017 2022 Multi-Billion SAM SAM 12 Source: Maxwell Market Research, Navigant Research & Multiple Automotive OEM and Tier 1 partners Source: Maxwell Market Research, Navigant Research, Customer Feedback, CNEAI production data Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback

MAXWELL CONFIDENTIAL High Voltage: CONDIS® -- 114 Year Heritage & Brand Leadership High Voltage Capacitors #1 Globally CONDIS® High-Voltage Grading & Coupling Capacitors Ensure Safe & Reliable Transmission, Distribution & Measurement in the New Energy Grid  Leading supplier of High Voltage Circuit Breaker products  Best-in-class products providing long lifetime, high quality and reliability for energy grid  Building out portfolio with next-generation products (UHVDC circuit breakers, precision metering) to expand addressable market  Establishing global Asian OEM partnerships to secure core business and position for long term growth 13 Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback

MAXWELL CONFIDENTIAL Factory Expansion to Grow Foundational Cash Flow Critical to Sustain Investment Engine High Voltage: Maintaining Leadership to Deliver Foundational Cash Secure Foundational Cash Flow Grow Revenue & Cash Flow $50M (2022 SAM) Expand the Portfolio “Intersect Digitization Paradigm Shift” $100M (2022 SAM) Refresh the Core Portfolio “Maintain Market Leadership” 14 Source: Maxwell Market Research, MarketsandMarkets Research, Customer Feedback

MAXWELL CONFIDENTIAL * Applicable in certain operating conditions. See datasheet for details. Actual results may vary. ** Argonne Study 2012: “Effect of ultracapacitor-modified PHEV protocol on performance degradation in lithium-ion cells.” Ultracapacitors (UCAPs): High Power Energy Storage Devices Positioned as Global Leader to capitalize on coming inflection points in Key Target Markets The energy storage technology that instantly delivers the power necessary to accelerate your car, to rotate the blade of a wind turbine, or to smooth variable wind or solar power generation 15 Source: Maxwell Market Research, Navigant Research, Customer Feedback, CNEAI production data, and Maxwell revenue Ultracapacitors #1 Globally

MAXWELL CONFIDENTIAL Maxwell Ultracapacitors Continue to Gain Momentum in Auto, Grid & Industrial Automotive Industrial Currently engaged or target customers Currently engaged or target customers Electrification in Automotive, Grid and Industrial will drive sustainable growth Wind Grid Energy Storage Start Stop • eTurbo eActive Suspension Autonomous Driving Electric Pitch Control Battery Retrofit System AGV • SRV • Industrial Automation • UPS Grid Stabilization Microgrids 16

MAXWELL CONFIDENTIAL Design Wins Accelerating with Market Leaders Well positioned to capitalize on market leadership to drive long-term profitable growth 3x Design Wins Cumulative Design Wins Key Design Wins 14 confirmed design wins at various stages of progress and in several different applications including eActive Suspension & Backup Power for Autonomous Driving First Utility-scale power stabilization Grid Energy Storage project confirmed with global leading OEM set for deployment in 2018. Further deployments expected in 2019 & 2020 17  High Voltage • New products, initiatives & design win traction enabling growth path  Ultracapacitors • Cumulative design wins in target markets tripling over last three years • Design in momentum building as 3 global megatrends gain traction

MAXWELL CONFIDENTIAL Maxwell’s Innovative Patented Dry Electrode Technology 18 Activated Carbon Proprietary Dry Process Maxwell Electrode • Activated carbon (AC) derived from sustainable source • AC Mixed with “Binder” • Calendared to form free standing film • Laminate to current collector • Electrode production More Energy! Lower Cost! Longer Life! Maxwell’s Dry Electrode technology is unlocking the multi-billion dollar potential of lithium-ion batteries for the electric vehicle market 18 Extending Application & Benefits of Patent Protected Dry Electrode to New Energy Storage Platforms with the goal of achieving…. Dry Electrode Legacy Ultracapacitor Lithium-Ion Capacitor Battery Electrode Leveraging foundational Dry Electrode technology to revolutionize batteries for the electrified world 12 years of innovation in Dry Electrode Rail Auto Auto Grid Wind Bus Industrial

MAXWELL CONFIDENTIAL Revolutionary Breakthrough Unlocks Significant Value for Customers, Partners & Shareholders [VALUE] [VALUE] 2017 2030 Target Market SAM Electric Vehicles (M) Target Market SAM Energy Density (Wh/kg) +10% 2017 2025 State of the Art MXWL +20%  Market to Experience Massive Growth  Challenged by Battery Cost & Performance  Enables 20% Higher Energy Density  Saves $200-$1000 Per Electric Vehicle Industry Targets: 2025 Capitalizing on Significant Opportunity with Maxwell’s Dry Electrode Strategically Partnering with Global Leaders to Commercialize a Technology Breakthrough 19 21% CAGR Source: Industry Energy Density targets Carin ERA & US Department of Energy Source: Dry Electrode energy density performance validated by 3rd party strategic partner through joint development activities, testing and modeling Sources: Forecast range derived from Maxwell Market Research, Navigant Research and 3rd party Automotive OEM forecasts 380 Wh/kg

MAXWELL CONFIDENTIAL A U T O Promoting clean, reliable, affordable and universally available energy W I N D R A I L G R I D E N E R G Y S T O R A G E I N D U S T R I A L H I G H V O L T A G E MAXWELL CONFIDENTIAL B U S 20

Financial Summary 21

MAXWELL CONFIDENTIAL Narrow Focus to Key Target Markets Consolidated Ultracapacitor Factories to enhance Gross Margins Reorganization Cutting Opex $15M annually Dry Battery Electrode partnership Agreement signed with Global Auto OEM Divested Non-Strategic Microelectronics for $22M to enhance Balance Sheet Invest in Global Factory & Supply Chain Optimization Plan to support Corporate GM targets Invest in Dry Battery Electrode Capex to bridge to commercial agreements with Partners Expand Korea (Nesscap) & High Voltage (Switzerland) factories to meet increasing demand Restructuring #2 to Enable OPEX neutral acquisition of Nesscap China Localization Agreement signed to improve China Market Access Acquired Nesscap Small Cell Ultracapacitors to complete product portfolio & gain scale Continuing to Execute on Our Business Transformation Underway 2014 2015 2016 2017 2018 22

MAXWELL CONFIDENTIAL Q4’17 Target “Near EBITDA Breakeven” Operating Expense* Revenue Adjusted EBITDA* Gross Margin* Financial Summary 2018 Target “Revenue Inflection Point in 2018” Source: Q2’17 earnings call commentary Source: Q2’17 earnings call commentary 23 *Indicates a non-GAAP measure. For reconciliation of GAAP to non-GAAP, see Appendix A. $M $M $M %

MAXWELL CONFIDENTIAL Recent Developments • SDIC strategic investment agreement terminated to enable note offering but strategic partnership discussions will continue • $500k capitalized deal expenses to be accelerated into Q3’17 GAAP operating expense • Resolution with the SEC agreed in concept on 2013 financial restatement matter • $2.8M settlement; to be accrued as Q3’17 GAAP operating expense • No independent monitor required and no additional remediation required • To be settled on a without admitting or denying basis, thereby concluding the investigation • Viex supports $50M note offering as well as support for 2018 AGM initiatives • $600k settlement agreement amendment fee to be accrued as Q3’17 GAAP operating expense • Early execution of organizational realignment following Nesscap acquisition • $1M expected severance to be accrued as an increase to Q3’17 GAAP operating expense 24

MAXWELL CONFIDENTIAL Positioned to Deliver Long-Term Profitable Growth & Shareholder Value Large Growing Markets Strongest Portfolio Ever Solidifying Foundation Global Leading Customer & Partners Securing Capital Required to Unlock the Value of our Technology Platform Global Leader in Ultracapacitor and High Voltage Product Lines Stable Base in High Voltage & Wind, Coming Inflections in Automotive, Grid & Industrial Strategically Partnering with Global Leaders in Automotive, Grid & Industrial 25

Thank You

MAXWELL CONFIDENTIAL Appendix A: GAAP to non-GAAP Reconciliation 27



	FOR IMMEDIATE RELEASE
	Investor Contact:
	Soohwan Kim, CFA
	(858) 503-3368
	ir@maxwell.com

Maxwell Announces Proposed Offering of $50 Million Convertible Senior Notes Due 2022

SAN DIEGO - September 19, 2017 - Maxwell Technologies, Inc. (NASDAQ: MXWL) (“Maxwell”), a leading developer and manufacturer of capacitor energy storage and power delivery solutions, today announced its intention to offer, subject to market and other conditions, $50.0 million aggregate principal amount of convertible senior notes due 2022 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Maxwell also expects to grant the initial purchaser of the notes an option to purchase up to an additional $7.5 million aggregate principal amount of notes.

The notes will be senior unsecured obligations of Maxwell and will accrue interest payable semiannually in arrears. Prior to the close of business on the business day immediately preceding June 15, 2022, the notes will be convertible upon the satisfaction of certain conditions and during certain periods into cash, shares of Maxwell’s common stock, or a combination of cash and shares of Maxwell’s common stock, at Maxwell’s election. Thereafter until close of business on the business day immediately preceding maturity, the notes will be convertible at the option of the holders at any time regardless of these conditions. The notes will not be redeemable at Maxwell’s option prior to September 20, 2020. On or after September 20, 2020, all or any portion of the notes will be redeemable at Maxwell’s option at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding the redemption date, if the last reported sale price of Maxwell’s common stock for at least 20 trading days in any 30 consecutive trading day period has been at least 130% of the conversion price then in effect for the notes. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of the pricing of the offering.

Maxwell Announces Proposed Offering of $50 Million Convertible Senior Notes Due 2022 Page 2 of 3

Maxwell intends to use the net proceeds from the offering for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general and administrative expenses.

In connection with the offering and in advance of pricing the offering, Maxwell intends to terminate its Stock Purchase Agreement, dated April 10, 2017, with SDIC Fund Management Co., Ltd.

The offer and sale of the notes and the shares of Maxwell common stock, if any, issuable upon conversion of the notes have not been and will not be registered under the Securities Act or applicable state securities laws, and the notes and such shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any shares of Maxwell common stock issuable upon conversion of the notes, nor shall there be any sale of the notes or such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Maxwell Technologies

Maxwell is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Our ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation, renewable energy and information technology. Our CONDIS® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. For more information, visit www.maxwell.com.

Maxwell Announces Proposed Offering of $50 Million Convertible Senior Notes Due 2022 Page 3 of 3

Forward-Looking Statements

In addition to historical facts, this press release contains forward-looking statements that involve a number of risks and uncertainties such as those, among others, relating to Maxwell’s expectations regarding the completion, timing, terms and size of its proposed notes offering. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with market conditions, whether Maxwell will offer the notes or be able to consummate the proposed offering at the anticipated size or on the anticipated terms, or at all, the satisfaction of closing conditions related to the proposed offering, the potential termination of the Stock Purchase Agreement with SDIC Fund Management Co., Ltd., as well as risks and uncertainties associated with Maxwell’s business and finances in general. For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Maxwell’s SEC filings, including, but not limited to, the annual report on Form 10-K and quarterly reports on Form 10-Q. Forward-looking statements speak only as of the date the statements are made and are based on information available to Maxwell at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Maxwell undertakes no duty to update any forward-looking statement to reflect actual results or changes in Maxwell's expectations.

Investor Contact: Soohwan Kim, CFA, The Blueshirt Group, +1 (858) 503-3368, ir@maxwell.com

Media Contact: Sylvie Tse, Metis Communications, +1 (617) 236-0500, maxwell@metiscomm.com



	FOR IMMEDIATE RELEASE
	Investor Contact:
	Soohwan Kim, CFA
	(858) 503-3368
	ir@maxwell.com

Maxwell Technologies Announces Amended Agreement with Viex Capital Advisors

SAN DIEGO - September 19, 2017 - Maxwell Technologies, Inc. (NASDAQ: MXWL) (“Maxwell” or the “Company”), a leading developer and manufacturer of capacitor energy storage and power delivery solutions, announced today that it entered into an Amended and Restated Agreement (the “Agreement”) with Viex Capital Advisors, LLC and its affiliates (“Viex”), which amends and restates a prior agreement with Viex. In connection with entering into the new Agreement, including the removal by Viex of certain restrictive covenants in the Agreement, Maxwell agreed to provide a cash payment in the amount of $600,000 to Viex upon the closing of a successful convertible debt financing (the “Qualified Financing”); provided, however, that if Viex is eligible to participate in the Qualified Financing, then Viex has agreed to re-invest the cash consideration into the Qualified Financing. Additionally, Viex agreed to support certain initiatives related to the Company’s 2018 Annual Meeting of Stockholders, including, notably, the nomination and election of directors standing for election at the meeting.

The complete agreement between Maxwell and Viex will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.

About Maxwell Technologies

Maxwell Technologies Announces Amended Agreement with Viex Capital Advisors Page 2 of 3

Forward-Looking Statements

Statements in this news release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995 . Such risks, uncertainties and contingencies include, but are not limited to, the following:

Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidy programs which could be reduced, modified or discontinued in the future;

Uncertainties related to the global geopolitical landscape and the recent elections in the United States;

Risks related to acquisitions and potential for unsuccessful integration of acquired businesses;

Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits;

Our ability to obtain sufficient capital to meet our operating or other needs;

Regulatory and other approvals related to the completion of financing transactions;

Downward pressures on product pricing from increased competition and shifts in sales mix with respect to low margin and high margin business;

Our ability to manage and minimize the impact of unfavorable legal proceedings;

Risk that activist stockholders attempt to effect changes to our company which could adversely affect our corporate governance;

Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions;

Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;

Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer;

Successful acquisition, development and retention of key personnel;

Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;

Our ability to manage product quality problems;

Our ability to protect our intellectual property rights and to defend claims against us;

Our ability to effectively identify, enter into, manage and benefit from strategic alliances;

Occurrence of a catastrophic event at any of our facilities;

Occurrence of a technology systems failure, network disruption, or breach in data security; and

Our ability to match production volume to actual customer demand.

Maxwell Technologies Announces Amended Agreement with Viex Capital Advisors Page 3 of 3

For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of these documents may be obtained by contacting Maxwell's investor relations department at (858) 503-3368, or at our investor relations website: investors.maxwell.com.

Investor Contact: Soohwan Kim, CFA, The Blueshirt Group, +1 (858) 503-3368, ir@maxwell.com

Media Contact: Sylvie Tse, Metis Communications, +1 (617) 236-0500, maxwell@metiscomm.com


Section 1.	Board Matters, Nomination and Election of Directors and Related Agreements .


Section 16.	Effectiveness; Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries .


Section 2.	Covenants .


Section 11.	Severability .


Section 12.	Notices .


Section 13.	Applicable Law .