Current Report Filing (8-k)
10 Février 2017 - 7:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
February 10, 2017 (January 17, 2017)
AMERICAN
POWER GROUP CORPORATION
(Exact
name of Registrant as Specified in its Charter)
DELAWARE
(State
or Other Jurisdiction of Incorporation)
1-13776
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71-0724248
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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7
Kimball Lane, Building A
Lynnfield,
MA 01940
(Address
of Principal Executive Offices, including Zip Code)
(781)
224-2411
(Registrant’s
Telephone Number, including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
7.01.
Regulation FD Disclosure
On
January 17, 2017, American Power Group Corporation (the “Company”) held a telephonic conference call to provide an
update on the Company to investors. With this Current Report, the Company is furnishing a transcript of the conference call. The
conference call transcript and the information in Item 7.01 of this Current Report shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Caution
Regarding Forward-Looking Statements and Opinions
With
the exception of the historical information contained in this release, the matters described herein contain forward-looking statements
and opinions, including, but not limited to, statements relating to new markets, development and introduction of new products,
and financial and operating projections. These forward-looking statements and opinions are neither promises nor guarantees, but
involve risk and uncertainties that may individually or mutually impact the matters herein, and cause actual results, events and
performance to differ materially from such forward-looking statements and opinions. These risk factors include, but are not limited
to, the fact that our dual fuel conversion business has lost money in the last five consecutive fiscal years, the risk that we
may require additional financing to grow our business, the fact that we rely on third parties to manufacture, distribute and install
our products, we may encounter difficulties or delays in developing or introducing new products and keeping them on the market,
we may encounter lack of product demand and market acceptance for current and future products, we may encounter adverse events
economic conditions, we operate in a competitive market and may experience pricing and other competitive pressures, we are dependent
on governmental regulations with respect to emissions, including whether EPA approval will be obtained for future products and
additional applications, the risk that we may not be able to protect our intellectual property rights, factors affecting the Company’s
future income and resulting ability to utilize its NOLs, the fact that our stock is thinly traded and our stock price may be volatile,
the fact that we have preferred stock outstanding with substantial preferences over our common stock, the fact that the conversion
of the preferred stock and the exercise of stock options and warrants will cause dilution to our shareholders, the fact that we
incur substantial costs to operate as a public reporting company and other factors that are detailed from time to time in the
Company’s SEC reports, including the report on Form 10-K for the year ended September 30, 2016 and the Company’s quarterly
reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which
speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these
forward-looking statements and opinions that may be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
Item
9.01.
Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Transcript
of American Power Group Corporation Update Conference Call, held January 17, 2017 at 9:00 AM CST
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SIGNATURES
Pursuant
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.
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AMERICAN
POWER GROUP CORPORATION
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By:
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/s/
Charles E. Coppa
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Charles
E. Coppa
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Chief
Financial Officer
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Date:
February 10, 2017
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