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Item 1.02
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Termination of a Material Definitive Agreement.
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On June 24, 2021,
Mechanical Technology, Incorporated (the “Company”) and American Stock Transfer & Trust Company, LLC, each a party
to a Rights Agreement, dated as of October 6, 2016, which was amended by Amendment No. 1 to Rights Agreement, dated as of October
20, 2016 (collectively, the “Rights Agreement”), entered into Amendment No. 2 to Rights Agreement (the “Amendment”),
pursuant to which, with the approval of the Company’s Board of Directors, the Final Expiration Date (as such term is defined
in the Rights Agreement) was amended and accelerated from October 26, 2026 to June 24, 2021, and, as a result, the Rights Agreement
was terminated effective as of June 24, 2021.
As a result of the
termination of the Rights Agreement, certain stockholders of the Company, who, pursuant to the terms of the Rights Agreement, held
certain rights entitling them, under certain circumstances, to be issued additional shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”), in the event the Company issued shares of its Common Stock to any other
person resulting in such person acquiring beneficial ownership of 4.99% or more of the outstanding shares of Common Stock of the
Company, are no longer entitled to such rights. These rights were established in an effort to protect the Company’s ability
to use its net operating loss carryforwards (“NOLs”). The Board of Directors, in connection with its authorization
and approval of the Amendment, determined that keeping the Rights Agreement in effect was placing undue restrictions on the Company’s
ability to raise capital, which it determined outweighed any benefits provided to protect the Company’s NOLs.
The above description
of the Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment, a copy
of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K (this “Form 8-K”).This
Form 8-K and Exhibit 99.1 contain forward-looking statements. Forward-looking statements include, but are not limited to, statements
that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to
the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates
and projections about the Company’s business based, in part, on assumptions made by its management. These statements are
not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks that may be included in documents that the Company files from time to time with the SEC.
Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.