Current Report Filing (8-k)
16 Février 2017 - 9:30PM
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 16, 2017 (February 14, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 February 14, 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
99.1 Transcript
of American Power Group Corporation Update Conference Call, held February 14, 2017 at 9:00 AM CST
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 16, 2017
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