On May 18, 2009, Maxwell Technologies, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Roth Capital Partners, LLC ("Underwriter"), pursuant to which the Company agreed to sell 2,000,000 shares (the "Offering") of its common stock ("Common Stock") to the Underwriter at a price of $8.184 per share. In addition, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 300,000 shares of Common Stock to cover over-allotments, if any. The Offering is being made pursuant to the Company's effective registration statements on Form S-3 (Registration Statement No. 333-138943) previously filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated by reference herein, and the above description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

(d) Exhibits

Exhibit No.    Description

Exhibit 1.1    Underwriting Agreement dated May 18, 2009 by and between Maxwell
               Technologies, Inc. and Roth Capital Partners, LLC