POWER EFFICIENCY CORPORATION (OTCMKTS:PEFF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Appointment of Director
The Board of Directors of Power Efficiency Corporation (PEC) has
appointed, effective March 9, 2017, Charles Gassenhiemer to its
Board of Directors. Mr. Gassenheimer is the President and a
Co-founder of Carnegie Hudson Resources LLC.
Carnegie Hudson (and its affiliated entities) is private equity
firm specializing in the all aspects of the energy sector and
health care sectors. It provides capital as well as technical and
operating advice to companies in its portfolio. Carnegie Hudson
specializes on energy technology and energy storage. Services
which may require a registered broker-dealer will be provided
through MCM Securities LLC., an SEC registered broker-dealer.
As previously announced in a Form 8-K filed with the Commission
on Effective January 31, 2017, Power Efficiency entered into an
advisory agreement with Carnegie Hudson Resources Structured
Capital, LLC (an affiliated entity of Carnegie Hudson Resources
LLC) (CHR) whereby CHR and its affiliated entities will provide
corporate advisory and investment banking services to PEC.
Under the agreement, CHR has the right to have one person serve
on the PEC Board of Directors during the term of the Agreement.
CHR advised PEC that Mr. Gassenheimer would serve as its nominee.
The Board of Directors of PEC expanded the number of members of
its Board of Directors by one person and appointed Mr.
Gassenheimer to fill the vacancy.
In consideration for its services, CHR and its affiliates may
receive up to 4,000,000 (post reverse split as previously
announced of 1 share for each 15 shares of outstanding Common
Stock) warrants for shares of common stock which will vest upon
certain events. The warrants have a five (5) year exercise terms,
provide for an exercise price of $0.01 per share and the holders
are entitled to piggyback registration rights with respect to the
underlying shares of Common Stock. The warrants issuable or
issuable to CHR under its advisory agreement were offered, sold
and issued in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended (the Securities Act) as transactions not involving any
public offering. CHR represented to PEC that it is an accredited
investor as such term is defined in Rule 501(a) promulgated under
the Securities Act, that it acquired the securities for
investment purposes and that such securities were issued without
any form of general advertising or general solicitation. Such
securities have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
Mr. Gassenheimer is not receiving any further or additional
compensation for serving on the PEC Board of Directors.
Item 1.02 Termination of Material Definitive
Item 8.01 Other Events
On July 30, 2016, PEC was selected through a bid auction process
to supply up to 12 megawatts of demand energy savings through the
Consolidated Edison Brooklyn Queens Demand Energy Management
Program (the BQDM Program). Under this Program, Consolidated
Edison Company of New York, Inc. (Con Edison) offered incentives
for energy management. Con Edison provides electric, gas, and
steam service to New York City and Westchester County and is
regulated by the New York Public Service Commission (NYPSC).
PECs bid was based upon it supplying 4 megawatts of demand energy
savings for the 2017 summer program season and an additional 8
megawatts for the 2018 program summer season. The BQDM Program
required that PEC provide a standby letter of credit in the
amount of approximately $800,000 and guarantee levels of
performance. The standby letter of credit was provided in
accordance with the program requirements.
Under the BDQM program PEC was required, as were all other
participants, to notify Con Edison in the event that it would be
unable to satisfy the requirements for delivering the energy
savings for the 2017 summer season, and PEC has delivered such
notice to Con Edison. Con Edison has notified PEC that it has
accepted the deficiency notification and will draw upon the
standby letter of credit for payment of early penalties of
PEC continues to work towards satisfying its obligations under
the 2018 BQDM program summer season.
Effective October 10, 2016, PEC entered into a definitive
agreement with Generate NY Grid Services, LLC to which the
parties contracted to perform the contract requirements under the
BQDM program. PEC has notified Generate NY Grid Services that PEC
was terminating the agreements between them based upon PECs
determination that Generate NY Grid Services had failed to
perform under the contract. Generate NY Grid Services disputes
PECs right to terminate the agreements between them.
|Item 9.01||Financial Statements and Exhibits|
About POWER EFFICIENCY CORPORATION (OTCMKTS:PEFF)
Power Efficiency Corporation is focused on developing its business plan, commencing development of Battery Energy Storage Systems (BESS) projects, and developing relationships within the industry. The Company focuses on originating, developing and owning energy storage systems in North America. The Company focuses on utilizing different ownership structures for its projects; in certain cases owning the projects and obtaining financing, and in other cases developing joint ventures as majority or minority developers, or establishing projects to different levels of development before selling the projects. The Company offers solutions to grid operators, utilities, and commercial and industrial (C&I) customers. The Company focuses on renewable Distributed Energy Resources (DER) and BESS for grid balancing services to the Independent System Operators (ISOs); load shifting for utilities; energy management, through storage for C&I customers, and microgrids for energy security. POWER EFFICIENCY CORPORATION (OTCMKTS:PEFF) Recent Trading Information
POWER EFFICIENCY CORPORATION (OTCMKTS:PEFF) closed its last trading session 00.000 at 0.116 with 1,000 shares trading hands.