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 |
On May 26, 2017, American Power Group Corporation, a Delaware
corporation (the Company), and the
holders of its Subordinated Contingent Convertible Promissory
Notes (the Notes) entered into an
amendment to the Convertible Note Purchase Agreement dated as of
January 27, 2017 (the Purchase
Agreement), under which the Notes were issued. to
this amendment, the Companys obligation to file the Certificate
of Designation of Preferences, Rights and Limitations of Series E
Convertible Preferred Stock with the Secretary of State of
Delaware, as described in the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 1,
2017 and the Companys definitive proxy statement filed with the
Commission on April 4, 2017, has been extended until such time as
written notice is received from the purchasers holding 67% of the
Notes then outstanding requesting the Company to file said
Certificate of Designation. The Notes will not convert into
Series E Preferred Stock, and the associated common stock
purchase warrants (the Warrants) will
not be issued to the Note holders, unless and until the
Certificate of Designation is filed in Delaware. Until such time
as the Notes may convert into equity securities, they will
continue to accrue interest at the rate of 10% per year.
Between June 9 and June 19, 2017, Arrow LLC
(Arrow), an investment vehicle
controlled by Matthew Van Steenwyk, and Associated Private Equity
(Associated and, together with Arrow,
the Purchasers), an investment vehicle
controlled by Neil Braverman, purchased additional Notes in the
aggregate principal amount of $330,000. The additional Notes were
issued to the Purchase Agreement and are identical in form and
substance to the Notes issued in January 2017. Messrs. Van
Steenwyk and Braverman are members of the Companys Board of
Directors (the Board).
Upon the conversion of the Notes into shares of Series E
Preferred Stock, the Company will also issue to each Purchaser
Warrants to purchase ten times that number of shares of common
stock into which such Purchasers shares of Series E Preferred
Stock are initially convertible, at an initial exercise price of
$.10 per share. The Warrants will be exercisable for a period of
ten years from the date of issue.
| Item 3.02 | Unregistered Sales of Equity Securities |
See the disclosures set forth in Item 1.01 above, which are
incorporated herein by reference.
The Notes offered, issued and sold to the Purchase Agreement, the
Series E Preferred Stock, the Warrants issuable upon the
conversion of the Notes, and the common stock issuable upon
conversion of the Series E Preferred Stock and the exercise of
the Warrants were not registered under the Securities Act of
1933, as amended (the Securities Act),
by reason of an exemption from the registration requirements
under Section 4(2) and/or Rule 506 of Regulation D of the
Securities Act, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. In claiming these exemptions, the
Company has relied, with permission, upon the representations and
warranties of the Purchasers contained in the Purchase Agreement.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 31, 2017, the Company terminated the employment of Lyle
Jensen, who had served as its Chief Executive Officer since 2006.
Mr. Jensen resigned from the Board effective June 1, 2017.
The Board appointed Charles Coppa to the additional role of Chief
Executive Officer effective as of May 31, 2017.
Mr. Coppa has served as the Companys Chief Financial Officer,
Treasurer and Secretary since March 1998. From October 1995 to
March 1998, he served as Corporate Controller. Mr. Coppa was
Chief Financial Officer and Treasurer of Food Integrated
Technologies, a publicly-traded development stage company from
July 1994 to October 1995. Prior to joining Food Integrated
Technologies, Inc., Mr. Coppa served as Corporate Controller for
Boston Pacific Medical, Inc., a manufacturer and distributor of
disposable medical products, and Corporate Controller for Avatar
Technologies, Inc., a computer networking company. From 1985 to
1990 Mr. Coppa was as an auditor with Grant Thornton where he
obtained his CPA designation. Mr. Coppa will continue to hold the
positions of Chief Financial Officer, Treasurer and Secretary.
| Item 7.01. | Regulation FD Disclosure |
On June 6, 2017, the Company issued a press release announcing a
corporate-wide realignment of its strategic direction, the
reallocation of resources and a reduction in workforce, including
the changes to the Companys senior management described in Item
5.02 above. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and is incorporated herein by
reference.
The information contained in Item 7.01 to this Current Report
(including Exhibit 99.1) is being furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise be subject to the
liabilities of that section. The information in this Item 7.01
(including Exhibit 99.1) shall not be incorporated by reference
into any registration statement or other document to the
Securities Act, except as otherwise expressly stated in such
filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | ||
| 3.1* |
Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, to be filed with the Secretary of State of the State of Delaware upon the satisfaction of certain conditions. |
||
| 10.1 |
Amendment dated May 26, 2017 to Convertible Note Purchase Agreement, dated January 27, 2017, among American Power Group Corporation and the purchasers named therein. |
||
| 10.2* |
Convertible Note Purchase Agreement, dated January 27, 2017, among American Power Group Corporation and the purchasers named therein. |
||
| 10.3* |
Form of Subordinated Contingent Convertible Promissory Note issued to the purchasers named in the Convertible Note Purchase Agreement. |
||
| 10.4* |
Form of Warrant to be issued to the purchasers named in the Convertible Note Purchase Agreement upon conversion of the Notes. |
||
| 99.1 |
Press Release issued by American Power Group Corporation, dated June 6, 2017. |
| * |
Filed as an Exhibit to American Power Group Corporations Current Report on Form 8-K filed February 1, 2017, and incorporated herein by reference. |
AMERICAN POWER GROUP Corp ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 Amendment to Convertible note PURCHASE AGREEMENT This Amendment,…To view the full exhibit click here About AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI)
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.