Power Solutions International, Inc. (NASDAQ:PSIX) Files An 8-K Entry into a Material Definitive Agreement

Power Solutions International, Inc. (NASDAQ:PSIX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

Power Solutions International, Inc. (the Company) and Weichai
America Corp. (Weichai or the Purchaser) entered into a Share
Purchase Agreement, dated as of March20, 2017 (the Purchase
Agreement), and a Shareholders Agreement (the Shareholders
Agreement), dated as of March 20, 2017, and the Company and an
affiliate of Weichai entered into a Strategic Collaboration
Agreement (the Collaboration Agreement), dated as of March 20,
2017. At the closing of the Purchase Agreement, the Company and
Weichai will also enter into an Investor Rights Agreement (Rights
Agreement).

Purchase Agreement and Warrants

The Purchase Agreement provides for the Company at the closing to
issue and sell to the Purchaser (i) 2,728,752 shares of common
stock, par value $0.001 per share, of the Company (Common Stock)
for an aggregate purchase price of $21,830,016, or $8.00 per
share, (ii) 2,385,624 shares of Series B Convertible Perpetual
Preferred Stock, par value $0.001 per share, of the Company
(Preferred Stock) (automatically convertible into 4,771,248
shares of Common Stock upon the effectiveness of the Written
Consent discussed below) for an aggregate purchase price of
$38,169,984, or $16.00 per share of Preferred Stock (reflecting
an as converted price of $8.00 per share of Common Stock) and
(iii)a stock purchase warrant exercisable for 4,055,709 shares of
Common Stock, or such number of additional shares of Common Stock
such that upon exercise the Purchaser holds an aggregate number
of shares of Common Stock equal to 51% of the Common Stock
outstanding (the 2018 Warrant). The 2018 Warrant will become
exercisable for a three month period commencing upon the 18 month
anniversary of the closing, provided, however, that the 2018
Warrant may become exercisable prior to such date to the extent
that the Company is in default under its debt obligations and the
Companys lenders accelerate such obligations. The 2018 Warrant
will be exercisable at a price per share of Common Stock equal to
85% of the volume weighted average price (VWAP) during the 20
consecutive trading day period preceding the date of exercise, or
50% of such preceding VWAP price if the Company is delisted from
Nasdaq as of the 18 month anniversary of the closing (and if the
2018 Warrant is exercised prior to such date, the exercise price
shall be appropriately adjusted depending on whether the Company
is or is not delisted from Nasdaq on such date). The 2018 Warrant
exercise price is subject to further reduction to a formula that
provides for such adjustment in case the Companys 2017 adjusted
EBITDA is less than $22,000,000 or its net book value per share
as of December31, 2016 is less than $8.00 (in each case as
determined from the Companys audited financial statements for
such fiscal years), provided that the aggregate amount of such
downward adjustments in the 2018 Warrant exercise price shall not
exceed $15,000,000. If the Stockholder Proposal (as defined
below) has not been approved prior to the exercise of the 2018
Warrant, the 2018 Warrant shall be exercisable for a number of
shares of Preferred Stock (instead of Common Stock) which are
convertible into the number of shares of Common Stock for which
the 2018 Warrant would otherwise be exercisable. In addition, if
the Company is obligated to issue shares to resolve a specified
dispute following the 18 month anniversary of the Closing, the
Company will issue to Weichai an additional Warrant (the
Additional Warrant) to offset the dilutive effect of such
issuance, and the terms of such Additional Warrant shall be
similar to the terms of the 2018 Warrant. On the date of closing,
the size of the Companys board of directors will be increased to
seven and the Company will appoint as directors two individuals
designated by the Purchaser.

The Purchase Agreement contains customary representations,
warranties and agreements of the parties and the closing is
subject to customary closing conditions, including the
performance by the Company of agreements and covenants required
to be performed prior to the closing date and the Company
obtaining required third party consents reasonably acceptable to
the Purchaser. Immediately after execution of the Purchase
Agreement, the Company must use reasonable best efforts to
deliver an irrevocable stockholder written consent (the Written
Consent) executed by Gary Winemaster and Kenneth Winemaster, the
Companys majority controlling stockholders (the Founding
Stockholders), consenting to the adoption of resolutions
approving the conversion of the Preferred Stock into Common
Stock, the issuance of Common Stock and/or Preferred Stock upon
the exercise of the 2018 Warrant and the Additional Warrant, and
the proxy, board representation and voting rights set forth in
the Shareholders Agreement and the Rights Agreement
(collectively, the Stockholder Proposal). The Written Consent has
been obtained and will not be effective until twenty days
following the distribution of an information statement to the
Companys stockholders. The Company is also obligated to cause the
Founding Stockholders to enter into a Stock Pledge Agreement
relating to the pledge of 4,180,545 shares of Common Stock
collectively owned by the Founding Stockholders consistent with
terms specified in the Purchase Agreement and the Shareholders
Agreement, the effect of which, among other things, will confer
upon the Purchaser either the record ownership or the voting
power associated with such shares of Common Stock effective if
the Written Consent has not become effective within one year
following the closing under the Purchase Agreement.

Investor Rights Agreement

The Company and the Purchaser will enter into the Rights
Agreement on the closing of the Purchase Agreement. The Rights
Agreement provides the Purchaser with representation on the
Companys board of directors (the

Board) and management representation rights. On the closing of
the Purchase Agreement, the Company will increase the number of
directors constituting the Board to seven and shall cause the
appointment to the Board of two individuals designated by
Weichai, one of whom will be the chairman of the Board.
Thereafter, the Rights Agreement requires the Company to nominate
for election three Weichai designated directors (Weichai
Directors) and use best efforts to cause their election in
connection with each annual meeting of stockholders of the
Company. Weichai will maintain its rights to require the Company
to nominate three Weichai Directors as long as it owns 30% of the
outstanding shares of Common Stock (calculated on a fully-diluted
as-converted basis (excluding certain excepted issuances)).
Weichai will have the right to nominate two Weichai Directors as
long as it owns 20% of the outstanding shares of Common Stock and
one director as long as it owns 10% of the outstanding shares of
Common Stock (in each case, calculated on a fully-diluted
as-converted basis (excluding certain excepted issuances)). Upon
the exercise of the 2018 Warrant in full, as long as Weichai owns
40% of the outstanding shares of Common Stock (calculated on a
fully-diluted as-converted basis (excluding certain excepted
issuances)), the Company shall cause the appointment to the Board
of an additional individual designated by Weichai and Weichai
shall thereafter have the right to nominate for election four
Weichai Directors and any additional number of designees
necessary to ensure that its designees constitute the majority of
the directors serving on the Board. The Company also agreed in
the Rights Agreement, that during any period when the Company is
a controlled company within the meaning of the NASDAQ Listing
Rules, it will take such measures as to avail itself of the
controlled company exemptions available to it under Rule 5615 of
the Nasdaq Listing Rules of Rules 5605(b), (d) and (e).

to the management representation rights contained in the Rights
Agreement, the Purchaser shall have the right to appoint an
individual to serve in a management role as a vice president or
an equivalent role and title and once appointed, the designated
vice president shall be primarily responsible for overseeing the
collaboration between the Company and Weichai under the
Collaboration Agreement.

The Rights Agreement provides Weichai with certain governance
rights. In accordance with these rights, the Company must provide
prescribed notice and undertake good faith consultation with
Weichai before taking any of the following actions: (a)creating,
participating or terminating any partnership, joint venture,
consortium or similar business arrangement, (b)approving the
annual budget and business plan and material amendments thereof,
(c)causing or permitting encumbrances except as contemplated in
the approved annual budget plan, on assets with value not in
excess of $500,000 or arising in the ordinary course of business
under law, (d)appointing, removing or replacing any C-suite level
executive and (e)approving, amending, modifying or terminating
any employee equity incentive plans. The Company may take the
foregoing actions if approved by a majority of the Board
(including one Weichai Director). The following actions require
the approval of Weichai or a Weichai Director: (i)declaration of
dividends and other distributions, (ii)the creation of any new
class of equity security, the repurchase, redemption or
retirement of equity securities and the amendment of the rights,
preferences and privileges of any equity security and (iii)the
increase or decrease in the size of the Board other than to
increase the size to seven.

The Rights Agreement requires the Company to promptly inform and
consult with Weichai regarding the recruitment of the chief
executive officer, chief financial officer, and chief operating
officer of the Company, and provides Weichai with the right to
propose candidates for such positions.

The Rights Agreement also contains certain demand, shelf
registration and piggyback rights that require the Company to
register for offer and sale with the Securities and Exchange
Commission (the SEC) the Common Stock owned by the Purchaser. The
Rights Agreement also provides Weichai with preemptive rights to
which Weichai shall have a right to purchase a pro rata portion
of any new issue of securities, including Common Stock (excluding
certain excepted issuances). The Rights Agreement also requires
Weichai and the Founding Stockholders to be subject to a
standstill agreement whereby such parties agree not to acquire
additional shares of Common Stock (excluding certain limited
exceptions) until the earlier of (a)three (3) years following
closing, (b)the date when Weichai exercises the 2018 Warrant in
full, or (c)the occurrence of a change of control sale event,
other than certain limited exceptions or with the consent of at
least seventy-five percent (75%) of the members of the Board.

Shareholders Agreement

The Founding Stockholders, the Company and Weichai entered into
the Shareholders Agreement which requires, inter alia, the
Founding Stockholders to refrain from revoking or seeking to
revoke the Written Consent and to reject any other transaction,
proposal, agreement or action which is made in opposition to the
Stockholder Proposal or in competition or inconsistent with the
Stockholder Proposal. The Shareholders Agreement also requires
the Founding Stockholders to pledge collectively 4,180,545 shares
of Common Stock as required to the Purchase Agreement and/or to
grant to Weichai a proxy for shares of their Common Stock such
that Weichai has the right to vote a number of shares of Common
Stock held by the Founding Stockholders equal to the number of
shares of Common Stock into which Weichais shares of Preferred
Stock would otherwise be convertible, such pledge and/or proxy to
become effective if the Written Consent has not become effective
within one year following the closing under the

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Purchase Agreement. Such pledge and/or proxy shall terminate upon
the conversion of Weichais shares of Preferred Stock into Common
Stock. The Shareholders Agreement, commencing upon the closing,
also prohibits the Founding Stockholders from voting on certain
prescribed fundamental corporate matters unless previously agreed
in writing by the Purchaser and obligates the Founding
Stockholders to not vote to remove any Weichai Directors, nor
vote on any action to reduce or increase the size of the Board
and to vote in favor of the Weichai Directors at any annual or
special meeting of stockholders or in connection with any action
by written consent in lieu of any such meeting. The Shareholders
Agreement requires the Company to maintain a Nominating and
Governance Committee comprised of a majority of independent
directors. Gary Winemaster has committed to facilitate a
reconstitution of the Board to meet the Companys requirements.
Consistent with this commitment, the Shareholders Agreement
contemplates that Mr.Winemaster will end his tenure with the
Board on or before April6, 2017 as provided therein. The
Shareholders Agreement provides that the Nominating Committee
shall have the exclusive authority to nominate non-Weichai
Directors for election by the stockholders of the Company, but
does not otherwise obligate the Purchaser or the Founding
Stockholders to vote in favor of or against the election of any
such nominees. The Shareholders Agreement further provides that
unless prohibited by applicable laws or stock exchange
requirements, Weichai shall have the right to nominate all of the
Weichai Directors as non-independent directors.

The Shareholders Agreement contains a right of first refusal
which obligates the Founding Stockholders prior to the transfer
of any shares of Common Stock (or other equity securities of the
Company), other than to certain prescribed permitted transferees
and certain excepted transfers, to first offer to sell such
securities to Weichai in accordance with the procedures set forth
in the agreement.

Strategic Collaboration Agreement

As part of the Transaction, the Company and Weichai Power Co.,
Ltd. (an affiliate of the Purchaser) have executed a
Collaboration Agreement in order to achieve their respective
strategic objectives, and they desire to continue and further
enhance the strategic cooperation alliance between them in order
to share experiences, expertise and resources. Among other
things, the Collaboration Agreement establishes a joint steering
committee, permits Weichai to second a limited number of certain
technical, marketing, sales, procurement and financing personnel
to work in the Company and establishes several collaborations,
including with respect to Stationary National Gas Application and
Weichai Diesel Engines. The Collaboration Agreement provides for
the steering committee to create various sub-committees with
operating roles and otherwise specifies the treatment of
intellectual property of parties prior to the collaboration and
the intellectual property developed in the collaboration. The
agreement has a term of three years.

The foregoing description of the Purchase Agreement, the 2018
Warrant, the Rights Agreement, the Shareholders Agreement and the
Collaboration Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the full
text of such agreements, copies of which are filed as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5 to this Form 8-K and are
incorporated herein by reference.

Item2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

to the Certificate of Designation (as defined below), the Company
is obligated to redeem the Preferred Stock at any time after the
first anniversary of the closing date, an obligation that will be
extinguished upon the automatic conversion of the Preferred Stock
as described in Item 3.03 of this Form 8-K. The information
provided in Item 1.01 of this Form 8-K is incorporated herein by
reference.

Item3.02

Unregistered Sales of Equity Securities.

to the Purchase
Agreement, the Company has agreed to issue 2,728,752 shares of
Common Stock, 2,385,624 shares of Preferred Stock (convertible
into 4,771,248 shares of Common Stock), the 2018 Warrant
exercisable for 4,055,709 shares of Common Stock, or such number
of additional shares of Common Stock such that upon exercise the
Purchaser holds an aggregate number of shares of Common Stock
equal to 51% of the Common Stock outstanding (or for shares of
Preferred Stock if the Stockholder Proposal has not been approved
prior to the exercise of the 2018 Warrant), and the Additional
Warrant (if required to the terms of the Purchase Agreement)
(collectively, the Securities). Additional information pertaining
to the issuance of the Securities is contained in Items 1.01,
2.03 and 3.03 of this Form 8-K and is incorporated herein by
reference. The Securities will be issued in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.

The Securities and
the underlying Common Stock issuable upon conversion or exercise
thereof will not be registered under the Securities Act and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This
Form 8-K does not constitute an offer to sell, or a solicitation
of an offer to buy, any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offering would be unlawful.

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Item3.03

Material Modification to Rights of Security Holders.

to the Purchase
Agreement, the Company will issue at the closing 2,385,624 shares
of Preferred Stock. In connection with the closing of the
Purchase Agreement, the Company intends to file a Certificate of
Designation of Series B Convertible Perpetual Preferred Stock
(the Certificate of Designation) with the Secretary of State of
the State of Delaware.

The following is a
summary description of the powers, preferences and rights of the
Preferred Stock and the general effect of the issuance of such
shares on the Companys other classes of securities. This
description is a summary and, as such, does not purport to be
complete and is subject to, and is qualified in its entirety, by
reference to all of the terms and conditions of the Preferred
Stock in the related Certificate of Designation, which is filed
as Exhibit 3.1 hereto.Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings assigned to
them in the Certificate of Designation.

Prior to 180 days
after the closing date (the Accrual Date), holders of the
Preferred Stock will participate equally and ratably with the
holders of shares of Common Stock in all dividends on the shares
of Common Stock on an as converted basis. Commencing on the
Accrual Date, holders of Preferred Stock shall be entitled to
quarterly cumulative dividends and if declared will be payable
quarterly in cash on January15, April15, July15 and October15 of
each year at the annual rate of 10% of the $16.00 per share
liquidation preference. Such dividends shall be declared and
payable unless the Company is not permitted to declare or pay
such dividend or incur such liability either (x)as a matter of
law or (y)under the terms of the Companys debt financing
agreements. In the event any dividends are prohibited from being
declared or paid to the foregoing sentence, all deferred
dividends shall be payable on the next dividend payment date when
the Company is no longer being prohibited from doing so.

The Preferred
Stock contains limitations on the Companys ability to pay
distributions on its shares ranking, as to the payment of
distributions or rights upon the Companys liquidation,
dissolution or winding up, on a parity with or junior to the
Preferred Stock, including the Companys Common Stock, for any
period unless all accrued and unpaid dividends all have been or
contemporaneously are declared and paid, or are declared and a
sum of cash sufficient for the payment thereof is set apart for
such payment.

In the event of
voluntary or involuntary liquidation, dissolution or winding-up
of the Company, the holders of the Preferred Stock will be
entitled to receive out of the assets of the Company available
for distribution to stockholders of the Company, before any
distributions on the Common Stock or any other junior stock, an
amount equal to the greater of the liquidation preference plus
accrued and unpaid dividends, or the amount that would otherwise
be payable on an as converted basis assuming the conversion of
the Preferred Stock into Common Stock.

If, upon our
liquidation, winding-up or dissolution of the Company, our assets
are insufficient to make the full payment due to holders of the
Preferred Stock, no such distribution shall be made on any parity
stock unless the Preferred Stock shares ratably in any such
distribution.

The holders of
Preferred Stock are entitled to vote with respect to: (i)any
amendment of the Certificate of Incorporation if the amendment
would alter or change the powers, preferences, privileges or
rights of the holders with respect to Preferred Stock so as to
affect them adversely, (ii)issue, authorize or increase the
authorized amount of, or issue or authorize any obligation or
security convertible into or evidencing a right to purchase, any
parity stock or senior stock, or (iii)reclassify any authorized
stock of the Company into any parity stock or senior stock, or
any obligation or security convertible into or evidencing a right
to purchase any senior stock. Otherwise, the holders of Preferred
Stock will not have any voting rights, including the right to
elect any directors, except as required by law.

Effective as of
the close of business on the effectiveness of the approval of the
Stockholder Proposals which include proposals to issue Common
Stock upon conversion of the Preferred Stock and exercise of the
2018 Warrant and the Additional Warrant (if any) for purposes of
Nasdaq Listing Rule 5635 (the Stockholder Approval Date), the
holders shares of Preferred Stock will automatically, without any
action of such holder, convert into a number of shares of Common
Stock equal to the aggregate liquidation preference of such
shares of Preferred Stock (but excluding any accrued but unpaid
dividends, which shall be cancelled upon such conversion) divided
by the conversion price then in effect. The conversion price is
initially equal $8.00 per share of Common Stock (so each share of
Preferred Stock initially converts into two shares of Common
Stock).

The Conversion
Price is subject to adjustment upon the occurrence of any of the
following events:(i) the payment of distributions payable in
Common Stock; (ii)the issuance to all holders of Common Stock of
certain options,

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warrants or other
rights entitling them to subscribe for or purchase our Common
Stock for a period expiring within 60 days from the date of
issuance of such options, warrants or other rights at a price per
share of Common Stock less than 50% of the Market Value on the
date fixed for the determination of stockholders of the Company
entitled to receive such options, warrants or other rights;
(iii)subdivisions, splits or reclassifications of our Common
Stock into a greater number of Common Stock; (iv)distributions to
all holders of outstanding Common Stock, including evidences of
indebtedness, assets or securities, but excluding any dividends
or distributions of options, warrants or other rights referred to
in (i)or (ii) above, dividends and distributions paid exclusively
in cash; (v)dividends and distributions of capital stock or
equity interests in connection with spin offs; and (vi)a tender
or exchange offer that requires a payment in excess of the
closing sales price for the Common Stock.

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information
set forth in Item 1.01 of this Form 8-K is incorporated herein by
reference.

Item5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with
the closing of the Purchase Agreement, the Company intends to
file the Certificate of Designation with the Secretary of State
of the State of Delaware. The Certificate of Designation sets
forth the rights, powers and preferences of the Preferred Stock.
The information contained in Item 3.03 of this Form 8-K is
incorporated herein by reference.

Item7.01

Regulation FD Disclosure.

On March27, 2017,
the Company issued a press release regarding the transactions
with Weichai America Corp. as further described in this Form
8-K.

A copy of the
press release is furnished as Exhibit 99.1 to this Form
8-K.

Caution
Regarding Forward-Looking Statements

This Form 8-K
includes information that constitutes forward-looking statements.
Forward-looking statements often address our expected future
business and financial performance, and often contain words such
as believe, expect, anticipate, intend, plan, or will. By their
nature, forward-looking statements address matters that are
subject to risks and uncertainties. Any such forward-looking
statements may involve risk and uncertainties that could cause
actual results to differ materially from any future results
encompassed within the forward-looking statements. Factors that
could cause or contribute to such differences include: the final
results of the Audit Committees internal review as it impacts the
Companys accounting, accounting policies and internal control
over financial reporting; the reasons giving rise to the
resignation of the Companys prior independent registered public
accounting firm; the time and effort required to complete the
restatement of the affected financial statements and amend the
related Form 10-K and Form 10-Q filings; the Nasdaq Hearing
Panels decision and inability to file delinquent periodic reports
within the deadlines imposed by Nasdaq and the potential
delisting of the Companys common stock from Nasdaq and any
adverse effects resulting therefrom; the subsequent discovery of
additional adjustments to the Companys previously issued
financial statements; the timing of completion of necessary
re-audits, interim reviews and audits by the new independent
registered public accounting firm; the timing of completion of
steps to address and the inability to address and remedy,
material weaknesses; the identification of additional material
weaknesses or significant deficiencies; risks relating to the
substantial costs and diversion of personnels attention and
resources deployed to address the financial reporting and
internal control matters and related class action litigation; the
impact of the resignation of the Companys former independent
registered public accounting firm on the Company relationship
with its lender and trade creditors and the potential for
defaults and exercise of creditor remedies and the implications
of the same for its strategic alternatives process; the impact of
the previously disclosed investigation initiated by the SEC and
any related or additional governmental investigative or
enforcement proceedings. Actual events or results may differ
materially from the Companys expectations. The Companys
forward-looking statements are presented as of the date hereof.
Except as required by law, the Company expressly disclaims any
intention or obligation to revise or update any forward-looking
statements, whether as a result of new information, future events
or otherwise.

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Item9.01

Financial Statements and Exhibits.

(d)
Exhibits

The Exhibit Index
appearing immediately after the page to this Report is
incorporated herein by reference.

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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.

Dated: March27,
2017

EXHIBIT
INDEX

Exhibit No.		Description
3.1		Form of Certificate of Designation of Series B Convertible Perpetual Preferred Stock of Power Solutions International,Inc.
10.1		Share Purchase Agreement among Power Solutions International, Inc. and Weichai America Corp., dated as of March20, 2017.*
10.2		Form of Warrant to Purchase Shares of Power Solutions International, Inc.
10.3		Form of Investor Rights Agreement between Power Solutions International, Inc. and Weichai America Corp.
10.4		Shareholders Agreement by and among Power Solutions International, Inc., Weichai America Corp. and the Founding Stockholders, dated as of March20, 2017.*
10.5		Strategic Collaboration Agreement between Weichai Power Co., Ltd. and Power Solutions International, Inc., dated March20, 2017.*
99.1		Press release of Power Solutions International, Inc., dated March 27, 2017 (furnished herewith).

*	Agreement was entered into by the parties thereto on March21, 2017.

Confidential portions of this exhibit have been omitted and filed separately with the SEC

About Power Solutions International, Inc. (NASDAQ:PSIX)
Power Solutions International, Inc. is a producer and distributor of a range of low-emission power systems that run on non-diesel fuels, such as natural gas, propane and gasoline. The Company’s industrial power systems are used by original equipment manufacturers (OEMs) in a range of industries with a diversified set of applications, including stationary electricity generators, oil and gas equipment, forklifts, aerial work platforms, industrial sweepers, arbor equipment, agricultural and turf equipment, aircraft ground support equipment, construction and irrigation equipment, and other industrial equipment. The Company provides alternative fuel power systems for OEMs of off-highway industrial equipment and on-road medium trucks and busses. In addition to its emission-certified power systems, the Company produces and distributes non-emission-certified power systems for industrial OEMs for particular applications in markets without emission standards. Power Solutions International, Inc. (NASDAQ:PSIX) Recent Trading Information
Power Solutions International, Inc. (NASDAQ:PSIX) closed its last trading session up +0.07 at 6.40 with 145,506 shares trading hands.