Current Report Filing (8-k)
April 12 2021 - 9:31AM
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) April 12, 2021 (April 11, 2021)
MECHANICAL
TECHNOLOGY, INCORPORATED
(Exact
name of registrant as specified in its charter)
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Nevada
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000-06890
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14-1462255
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(State
or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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325
Washington Avenue Extension
Albany,
New York
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12205
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(Address
of registrant's principal executive office)
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(Zip
code)
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(518)
218-2550
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which
registered
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Common Stock, par
value $0.001 per share
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MKTY
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The Nasdaq Capital
Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
The
Company’s indirect subsidiary, EcoChain Block, LLC (“EcoChain Block”), executed and entered into a purchase
agreement, dated April 11, 2021 (the “Purchase Agreement”), providing for the purchase of equipment which is expected
to deliver throughput of 11.2 Pethash in SHA-256 Bitcoin miners and 235 Gigahash in Scrypt Litecoin miners. The total purchase
price payable for these miners is $702,700, $507,850 which is being paid, in cash, and the remaining portion which will be paid
by the issuance of restricted shares of the Company’s common stock having an aggregate value of $194,850. The seller of
the equipment has agreed to host the equipment temporarily until such time as the equipment is placed into our own facility. Power
used by us in connection with our operation of the equipment will be charged to us by the seller, at cost, and is expected to
average 2.3 cents kwh for 83% up time with a nominal overhead charge to reimburse for certain operating costs. The consummation
of the transactions described in the Purchase Agreement is expected to occur on April 12, 2021.
The
foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of such Purchase Agreement,
the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), and which is incorporated
herein in its entirety by reference. Certain identified information has been redacted from Exhibit 10.1 because it is both not
material and is the type that the Company treats as private or confidential.
Item
8.01 Other Events.
On
April 12, 2021, the Company issued a press release announcing EcoChain Block’s execution and entering into the Purchase
Agreement. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 8.01 by reference.
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 guaranties of future
performance 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
# Portions of this Exhibit have been omitted.
SIGNATURES
Pursuant
to the requirement 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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MECHANICAL TECHNOLOGY, INCORPORATED
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Date: April 12, 2021
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By:
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/s/ Jessica
L. Thomas
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Name:
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Jessica L. Thomas
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Title:
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Chief Financial Officer
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Mechanical Technology (NASDAQ:MKTY)
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