AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Files An 8-K Entry into a Material Definitive Agreement

AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On December 15, 2017, American Power Group, Inc. (“APG”), a wholly owned subsidiary of American Power Group Corporation, (the “Company”) and Iowa State Bank, entered into a Change of Terms Agreement, to which the maturity of APG’s $500,000 Revolving Line of Credit was extended from December 18, 2017 to January 18, 2018.

Item 1.02 Termination of a Material Definitive Agreement

On December 13, 2017, M&R Development, Inc. (“M&R”) purported to terminate the June 17, 2009 Exclusive Patent License Agreement between M&R and the Company based on their assertion that the Company is insolvent and that it has not made commercially reasonable efforts to commercialize their dual fuel products. The Company has notified M&R of their disagreement with these assertions and the termination and of their intent to continue marketing their dual fuel products to the terms of the license agreement while the Company and M&R utilize the dispute resolution provisions provided for in the agreement.

Item 3.01 Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 18, 2017, the Company was notified by the OTC Markets Group that the bid price of the Company’s common stock had closed below $0.01 for more than 30 consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(2). The Company was granted a 90 calendar day cure period during which the minimum closing bid price for the Company’s common stock needed to be $.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. On December 19, 2017, the Company’s common stock was removed from the OTCQB and has been moved to the OTCPINK.

Item 9.01 Financial Statements and Exhibits


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American Power Group Corporation operates through two segments: dual fuel conversion operations and natural gas liquids operations. The Company’s dual fuel conversion system is an external fuel delivery enhancement system that converts existing diesel engines into environmentally friendly engines that have the flexibility, depending on the circumstances, to run on diesel fuel and compressed natural gas (CNG) or liquefied natural gas (LNG); diesel fuel and pipeline gas, well-head gas or approved bio-methane, and diesel. The Company’s technology displaces approximately 75% (average displacement ranges from 40% to 65%) of the normal diesel fuel consumption with various forms of natural gas. The Company provides flare capture and recovery services to operators of the drilling equipment needing to meet their mandated flare gas capture limits by processing their previously flared gas for an agreed upon processing fee.

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