Item
1.01 Entry into a Material Definitive Agreement.
On
April 26, 2021, Mechanical Technology, Incorporated, a Nevada corporation (the “Company”), entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Univest Securities, LLC, as representative of the several underwriters, in connection
with the offer and sale to such underwriters, in a firm commitment public offering (the “Offering”) of (i) 2,419,355 shares
of the Company’s common stock, par value $0.001 (the “Common Stock”) and (ii) warrants being issued pursuant to the
terms of a Warrant Agent Agreement with American Stock Transfer and Trust Company, LLC, as warrant agent (the “Warrant Agent Agreement”),
with a term of 5 years, to purchase an aggregate of up to 604,839 shares of Common Stock (the “Warrant Shares”) at an exercise
price of $8.24 per share, subject to customary adjustments thereunder (the “Warrants”), which Warrants are immediately exercisable
upon issuance and on a cashless basis if the Warrants at any time they are exercised there is no
effective registration statement registering, or the prospectus contained therein is not available for the issuance of the shares of
common stock underlying the underlying the Warrants. The Shares, the Warrants and the Warrant Shares are collectively referred
to as the “Securities.”
Pursuant
to the Underwriting Agreement, the Company has also provided the underwriters with a 45-day option to purchase up to an additional 362,903
shares of Common Stock and Warrants to purchase up to an additional 90,726 shares of Common Stock, on the same terms as the Securities
sold in the Offering (the “Over-Allotment Option”).
Also
pursuant to the Underwriting Agreement, the Company has agreed to issue to the underwriters, in connection with the Offering, warrants
to purchase up to 120,698 shares of Common Stock, at an initial exercise price of $6.82 per share, subject to certain adjustments (the
“Underwriter’s Warrants”) and the right to be issued additional Underwriter’s Warrants to purchase up to 5% of
the number of shares of Common Stock purchased by the underwriters pursuant to the Over-Allotment Option, if any.
The
Securities being offered for sale in the Offering and the shares of Common Stock underlying the Underwriter’s Warrants were registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 (File
No. 333-254064), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2021,
and was declared effective on April 26, 2021 (the “Registration Statement”) and a final prospectus, thereunder, dated April
26, 2021, which was filed with the SEC on April 28, 2021.
The
Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary indemnification rights
and obligations of the parties thereto. The Warrant Agent Agreement and Underwriter’s Warrants each also contain customary provisions
relating to the issuance of the Warrant and the Underwriter’s Warrants, respectively. The foregoing description of the Underwriting
Agreement, the Warrant Agent Agreement and the Underwriter’s Warrants are qualified in their entirety by reference to the full
text of such documents, the forms of which were previously filed by the Company with the SEC.