Thugmuffin
2 years ago
$APGI American Power Group Closes $2.46 Million Private Placement With Existing ShareholdersPress Release | 04/11/2022
American Power Group Closes $2.46 Million Private Placement With Existing Shareholders
ALGONA, IA / ACCESSWIRE / April 11, 2022 / American Power Group Corporation ("APG") (OTC PINK:APGI) announces closing the sale of approximately 98.4 million shares of unregistered shares of common stock valued at approximately $2.46 million to existing shareholders, including $2.2 million purchased by entities associated with or controlled by our Chairman.
Chuck Coppa, APG's CEO/CFO stated, "We are very pleased that several of our largest shareholders continue to show their support and confidence in us by leading this most recent capital raise. We intend to utilize a portion of the proceeds to accelerate our V6000 Low-Carbon Dual Fuel solution awareness campaign including trade show participation, demo truck program expansion, website upgrade as well as other visibility initiatives intended to underscore to the immediate economic and environmental benefits of using our V6000 Low-Carbon Dual Fuel solution."
Mr. Coppa added, "As previously noted, our V6000 low-carbon dual fuel solution displacing 50-60% of diesel consumption with domestically available renewable natural gas (RNG) from dairy manure could eliminate between 500 to 610 metric tons of CO2 per year per vehicle and generate a significant negative Carbon Intensity Score. With approximately 2 million late-model Class 8 diesel trucks operating in the U.S. and assuming an estimated CO2 reduction of 500 metric tons per truck per year that equates to the elimination of potentially 1 billion metric tons of CO2 reduction per year."
About American Power Group Corporation (www.americanpowergroupinc.com) American Power Group's subsidiary, American Power Group Inc. provides cost effective dual fuel engine solutions to help accelerate an alternative fuel low-carbon future. Our patented Turbocharged Natural Gas® Dual Fuel Conversion Technology is a unique hardware and software solution that can enable existing high-horsepower vehicular and stationary diesel engines to safely displace a significant percentage of diesel with various forms of clean burning natural gas including low-carbon and negative-carbon renewable natural gas (RNG), captured flare-stack methane gas, conditioned well-head gas, bio-methane gas, compressed natural gas (CNG) and liquid natural gas (LNG). APG's dual fuel solution provides users with a proven technology to meet their Environmental, Social and Corporate Governance ("ESG") objectives by lowering criteria pollutants and greenhouse gas emissions.
Caution Regarding Forward-Looking Statements and Opinions The matters described herein contain forward-looking statements and opinions, including, but not limited to, statements relating to outstanding dual fuel conversion quotes for $4.5+ million and our ability to turn these quotes into actual orders. These forward-looking statements and opinions are neither promises nor guarantees, but involve risks 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 we may not be able to convert the $4.5+ million of quotes into actual orders, the fact our dual fuel conversion business has lost money in prior fiscal years and 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 or 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, and the fact that the exercise of stock options and warrants will cause dilution to our shareholders. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which speak only as of the date hereof. Except as required by law, 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.
Investor Relations Contact:
Chuck Coppa, CEO/CFO
American Power Group Corporation
781-224-2411
ccoppa@apgdualfuel.com
AskMuncher
2 years ago
$APGI American Power Group Announces Preliminary Results for the Fiscal Year Ended September 30, 2021
Press Release | 12/03/2021
ALGONA, IA / ACCESSWIRE / December 3, 2021 / American Power Group Corporation ("APG") (OTC PINK:APGI) announced the preliminary results for its fiscal year ended September 30, 2021.
Chuck Coppa, APG's CEO/CFO stated, "Net sales for the fiscal year ended September 30, 2021, were approximately $2.68 million as compared to approximately $5.47 million of net sales for the fiscal year ended September 30, 2020. Our penetration into the oil/gas fracking market over the past two years has been the primary revenue driver with one stationary customer accounting for approximately $1.6 million and $5.0 million of our fiscal 2021 and 2020 net sales, respectively. As announced in October, this customer placed an additional $1.4 million order which we have shipped this quarter. Based on the successful performance of our dual fuel solution with this customer, we have received orders from new customers primarily focused on the fracking market, with one accounting for approximately $750,000 of fiscal 2021 net sales. We currently have approximately $4.7 million of outstanding dual fuel conversion quotes with these and other potential stationary customers. We continue to evaluate new reoccurring dual fuel related revenue opportunities in an effort to offset some of the reporting period fluctuations associated with our traditional dual fuel solution equipment sales."
Mr. Coppa added, "Our net loss for the fiscal year ended September 30, 2021 was approximately $302,000 as compared to a net profit after tax benefits of approximately $694,000 for the fiscal year ended September 30, 2020. Our ongoing efforts to reduce fixed operating costs as well as reduced long-term debt have positively impacted our net results. During fiscal 2021, we reduced our overall corporate liabilities by approximately $3.6 million, including $1.1 million of long-term bank debt and the conversion of $2.5 million of convertible debt and accrued interest, in the aggregate, which were converted at $0.25 per share at June 30, 2021."
Mr. Coppa concluded, "We anticipate filing our Fiscal 2021 Annual Report with the OTC Markets prior to the end of December 2021 and do not anticipate any material changes in our results as noted above."
About American Power Group Corporation
American Power Group's subsidiary, American Power Group Inc. provides cost effective dual fuel engine solutions to help accelerate an alternative fuel low-carbon future. Our patented Turbocharged Natural Gas® Dual Fuel Conversion Technology is a unique non-invasive hardware and software solution that can enable existing high-horsepower vehicular and stationary diesel engines to safely displace a significant percentage of diesel with various forms of clean burning natural gas including low-carbon and negative-carbon renewable natural gas (RNG), captured flare-stack methane gas, conditioned well-head gas, bio-methane gas, compressed natural gas (CNG) and liquid natural gas (LNG). APG's dual fuel solution provides users with a proven technology to meet their Environmental, Social and Corporate Governance ("ESG") objectives by lowering criteria pollutants and greenhouse gas emissions. See additional information at: www.americanpowergroupinc.com
Caution Regarding Forward-Looking Statements and Opinions
The matters described herein contain forward-looking statements and opinions, including, but not limited to, statements relating to final financial results for the fiscal year ended September 30, 2021. These forward-looking statements and opinions are neither promises nor guarantees, but involve risks 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 prior fiscal years and 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 or 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, and the fact that the exercise of stock options and warrants will cause dilution to our shareholders. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which speak only as of the date hereof. Except as required by law, 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.
Investor Relations Contact:
Chuck Coppa, CEO/CFO
American Power Group Corporation
781-224-2411
ccoppa@apgdualfuel.com
SOURCE: American Power Group Corporation
View source version on accesswire.com:
https://www.accesswire.com/676028/American-Power-Group-Announces-Preliminary-Results-for-the-Fiscal-Year-Ended-September-30-2021
AskMuncher
3 years ago
$APGI American Power Group Announces $1.4 Million S4000 Stationary Dual Fuel Order
Press Release | 10/12/2021
Over 200 Diesel Frack Engines/Pumps Converted To APG's Dual Fuel Over The Past 24 Months
ALGONA, IA / ACCESSWIRE / October 12, 2021 / American Power Group Corporation ("APG") (OTC PINK:APGI) announced today that it has received a $1.4 million follow on order from its lead dealer/installer, Comanche Gas Solutions, LLC ("Comanche"). The order is anticipated to ship during the quarter ended December 31, 2021. APG has an additional $2.5 million of outstanding customer quotes spread among several of their stationary dealer/installers, including Comanche.
Chuck Coppa, APG's CEO/CFO stated, "Comanche has been a great partner and our most prolific stationary dealer/installer for the fracking market. Over the past two years, Comanche has installed 150+ of our S4000 dual fuel systems in the Permian, Haynesville, and Marcellus shale regions of the United States. We look forward to continuing to grow our footprint within the fracking market along-side Comanche".
Greg Brown, Comanche's CEO stated, "Comanche is very pleased to include American Power Group conversion kits to our expanding portfolio of environmental initiatives. Paired with Comanche's natural gas distribution and diesel displacement services, dual fuel conversion kits provide operators with the right offering to realize immediate results for their complex operations. We believe the next step in our evolution is to bring APG's technology into the drilling market."
Mr. Coppa added, "During the quarter ended September 30, 2021, APG completed its first dual fuel conversion utilizing captured flare-stack methane which would have otherwise gone to atmosphere. This sequestration of available wellsite waste-stream-energy delivers both economic and sustainable benefits in reducing diesel-related criteria pollutants and carbon green-house-gas emissions providing tangible and measurable results for companies with Environmental, Safety and Governance ("ESG") goals. The economic and ESG emission benefits of utilizing APG's S4000 dual fuel solution has created a noticeable increase in demand from a much wider base of oil and gas services providers who are now being required to convert their service equipment to dual fuel if they want to maintain market share. APG has the broadest EPA compliant engine coverage of CAT, Cummins, and MTU Tier II and Tier IV diesel engines of anyone in the industry."
Mr. Coppa concluded, "As we enter fiscal 2022, we are preparing to start third-party EPA emission compliance testing on three additional Tier IV diesel engine platforms which will allow us and our dealer/installer network to continue expanding APG's market share and footprint. Our first Tier IV dual fuel emission testing results validated our impressive emission results where diesel criteria pollutants were 45% to 54% lower than the required EPA regulation standard."
About Comanche
Comanche, which is headquartered in Comanche, Texas is an innovative fueling services provider in the oil and natural gas fields across the United States. In addition to being an industry leader in dual fuel conversions of diesel pumps and diesel engines, Comanche also designs and manufactures natural gas distribution systems for frac pump operations; provides on-site natural gas fuel and displacement management; and offers field gas conditioning treatment equipment.
About American Power Group Corporation
American Power Group's subsidiary, American Power Group Inc. provides cost effective dual fuel engine solutions to help accelerate an alternative fuel low-carbon future. Our patented Turbocharged Natural Gas® Dual Fuel Conversion Technology is a unique non-invasive hardware and software solution that can enable existing high-horsepower vehicular and stationary diesel engines to safely displace a significant percentage of diesel with various forms of clean burning natural gas including low-carbon and negative-carbon renewable natural gas (RNG), captured flare-stack methane gas, conditioned well-head gas, bio-methane gas, compressed natural gas (CNG) and liquid natural gas (LNG). APG's dual fuel solution provides users with a proven technology to meet their Environmental, Social and Corporate Governance ("ESG") objectives by lowering criteria pollutants and greenhouse gas emissions. See additional information at: www.americanpowergroupinc.com
Caution Regarding Forward-Looking Statements and Opinions
The matters described herein contain forward-looking statements and opinions, including, but not limited to, statements relating to expected net sales for the fiscal year ending September 30, 2021 and beyond. These forward-looking statements and opinions are neither promises nor guarantees, but involve risks 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 a majority of the prior fiscal years and 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 or 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, and the fact the exercise of stock options and warrants will cause dilution to our shareholders. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which speak only as of the date hereof. Except as required by law, 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.
Investor Relations Contact:
Chuck Coppa, CEO/CFO
American Power Group Corporation
781-224-2411
ccoppa@apgdualfuel.com
SOURCE: American Power Group Corporation
AskMuncher
3 years ago
$APGI American Power Group Announces $1.4 Million S4000 Stationary Dual Fuel Order
Press Release | 10/12/2021
Over 200 Diesel Frack Engines/Pumps Converted To APG's Dual Fuel Over The Past 24 Months
ALGONA, IA / ACCESSWIRE / October 12, 2021 / American Power Group Corporation ("APG") (OTC PINK:APGI) announced today that it has received a $1.4 million follow on order from its lead dealer/installer, Comanche Gas Solutions, LLC ("Comanche"). The order is anticipated to ship during the quarter ended December 31, 2021. APG has an additional $2.5 million of outstanding customer quotes spread among several of their stationary dealer/installers, including Comanche.
Chuck Coppa, APG's CEO/CFO stated, "Comanche has been a great partner and our most prolific stationary dealer/installer for the fracking market. Over the past two years, Comanche has installed 150+ of our S4000 dual fuel systems in the Permian, Haynesville, and Marcellus shale regions of the United States. We look forward to continuing to grow our footprint within the fracking market along-side Comanche".
Greg Brown, Comanche's CEO stated, "Comanche is very pleased to include American Power Group conversion kits to our expanding portfolio of environmental initiatives. Paired with Comanche's natural gas distribution and diesel displacement services, dual fuel conversion kits provide operators with the right offering to realize immediate results for their complex operations. We believe the next step in our evolution is to bring APG's technology into the drilling market."
Mr. Coppa added, "During the quarter ended September 30, 2021, APG completed its first dual fuel conversion utilizing captured flare-stack methane which would have otherwise gone to atmosphere. This sequestration of available wellsite waste-stream-energy delivers both economic and sustainable benefits in reducing diesel-related criteria pollutants and carbon green-house-gas emissions providing tangible and measurable results for companies with Environmental, Safety and Governance ("ESG") goals. The economic and ESG emission benefits of utilizing APG's S4000 dual fuel solution has created a noticeable increase in demand from a much wider base of oil and gas services providers who are now being required to convert their service equipment to dual fuel if they want to maintain market share. APG has the broadest EPA compliant engine coverage of CAT, Cummins, and MTU Tier II and Tier IV diesel engines of anyone in the industry."
Mr. Coppa concluded, "As we enter fiscal 2022, we are preparing to start third-party EPA emission compliance testing on three additional Tier IV diesel engine platforms which will allow us and our dealer/installer network to continue expanding APG's market share and footprint. Our first Tier IV dual fuel emission testing results validated our impressive emission results where diesel criteria pollutants were 45% to 54% lower than the required EPA regulation standard."
About Comanche
Comanche, which is headquartered in Comanche, Texas is an innovative fueling services provider in the oil and natural gas fields across the United States. In addition to being an industry leader in dual fuel conversions of diesel pumps and diesel engines, Comanche also designs and manufactures natural gas distribution systems for frac pump operations; provides on-site natural gas fuel and displacement management; and offers field gas conditioning treatment equipment.
About American Power Group Corporation
American Power Group's subsidiary, American Power Group Inc. provides cost effective dual fuel engine solutions to help accelerate an alternative fuel low-carbon future. Our patented Turbocharged Natural Gas® Dual Fuel Conversion Technology is a unique non-invasive hardware and software solution that can enable existing high-horsepower vehicular and stationary diesel engines to safely displace a significant percentage of diesel with various forms of clean burning natural gas including low-carbon and negative-carbon renewable natural gas (RNG), captured flare-stack methane gas, conditioned well-head gas, bio-methane gas, compressed natural gas (CNG) and liquid natural gas (LNG). APG's dual fuel solution provides users with a proven technology to meet their Environmental, Social and Corporate Governance ("ESG") objectives by lowering criteria pollutants and greenhouse gas emissions. See additional information at: www.americanpowergroupinc.com
Caution Regarding Forward-Looking Statements and Opinions
The matters described herein contain forward-looking statements and opinions, including, but not limited to, statements relating to expected net sales for the fiscal year ending September 30, 2021 and beyond. These forward-looking statements and opinions are neither promises nor guarantees, but involve risks 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 a majority of the prior fiscal years and 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 or 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, and the fact the exercise of stock options and warrants will cause dilution to our shareholders. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which speak only as of the date hereof. Except as required by law, 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.
Investor Relations Contact:
Chuck Coppa, CEO/CFO
American Power Group Corporation
781-224-2411
ccoppa@apgdualfuel.com
SOURCE: American Power Group Corporation
AskMuncher
3 years ago
$APGI American Power Group Files 2020 Annual Report On OTC Market’s OTCIQ Platform
Press Release | 09/28/2021
Algona, IA, Sept. 28, 2021 (GLOBE NEWSWIRE) -- American Power Group Corporation (Pink: APGI) today announced the filing of its September 30, 2020 Annual Report on the OTC Market’s OTCIQ platform and the company’s new designation on the OTC Markets as “Pink Limited Information”.
Chuck Coppa, APG’s CEO/CFO stated, “With this initial filing and change in designation, we believe we now meet the requirements of amended SEC Rule 15c2-11, which requires that all companies quoted on the OTC Markets must disclose current information on a continuous basis at varying levels, effective September 28, 2021, or no longer be allowed to be publicly quoted on the OTC Link ATS. We intend to continue to provide updates in compliance with these new reporting requirements pursuant to SEC Rule 15c2-11.”
Mr. Coppa noted, “Net sales for the fiscal year ended September 30, 2020 increased $3,451,652, or 171%, to $5,469,711 as compared to $2,018,058 of net sales for the fiscal year ended September 30, 2019. The increase was due primarily to our penetration into the oil/gas fracking market with one stationary customer accounting for approximately $5 million of our fiscal 2020 net sales. Based on the successful performance of our dual fuel solution with this customer, we have seen several follow-on orders as well as new orders from other customers primarily focused on the fracking markets. We anticipate net sales for the fiscal year ending September 30, 2021 to be approximately of $2.6 million. We continue to evaluate new reoccurring dual fuel related revenue opportunities in an effort to offset some of the reporting period fluctuations associated our traditional dual fuel solution equipment sales.”
Mr. Coppa added, “Since June 2017, we have reduced our overall corporate term debt by approximately $8.8 million, including the conversion of $2.5 million of convertible debt and accrued interest, in the aggregate, which were converted at $0.25 per share at June 30, 2021. In addition, we’ve invested approximately $850,000 in the development of our next generation V6000 Low-Carbon Dual Fuel solution. On September 27, 2021, we announced the commercial launch of our V6000 and noted that when using low-carbon and negative-carbon renewable natural gas (“RNG”) sources we can enable the Class 8 trucking industry to convert existing Class 8 diesel trucks to “green” low-carbon or negative-carbon rated fleets. We believe that our new V6000 dual fuel solution utilizing RNG has the potential to be a game-changer from both a carbon and diesel emission reduction perspective, helping companies meet their Environmental, Social and Corporate Governance (“ESG”) objectives today.”
About American Power Group Corporation
American Power Group’s subsidiary, American Power Group Inc., provides cost effective dual fuel engine solutions to help accelerate an alternative fuel low-carbon future. Our patented Turbocharged Natural Gas® Dual Fuel Conversion Technology is a unique non-invasive hardware and software solution that can enable existing high-horsepower vehicular and stationary diesel engines to safely displace a significant percentage of diesel with various forms of clean burning natural gas including low-carbon and negative-carbon renewable natural gas (RNG), captured flare-stack methane gas, conditioned well-head gas, bio-methane gas, compressed natural gas (CNG) and liquid natural gas (LNG). APG’s dual fuel solution provides users with a proven technology to meet their Environmental, Social and Corporate Governance (“ESG”) objectives by lowering criteria pollutants and greenhouse gas emissions. See additional information at: www.americanpowergroupinc.com
Caution Regarding Forward-Looking Statements and Opinions
The matters described herein contain forward-looking statements and opinions, including, but not limited to, statements relating to expected net sales for the fiscal year ending September 30, 2021. These forward-looking statements and opinions are neither promises nor guarantees, but involve risks 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 a majority of the prior fiscal years and 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 or 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, and the fact the exercise of stock options and warrants will cause dilution to our shareholders. Readers are cautioned not to place undue reliance on these forward-looking statements and opinions, which speak only as of the date hereof. Except as required by law, 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.
Investor Relations Contact:
Chuck Coppa, CEO/CFO
American Power Group Corporation
781-224-2411
ccoppa@apgdualfuel.com
shanak10
6 years ago
I am at the gym so can not explain now but at a glace it looks good to me.
On May 3, 2018, American Power Group Corporation (“APGC”) and its wholly owned subsidiary American Power Group, Inc. (“APGI”) entered into a Binding Letter of Intent (“LOI”) with Dual Fuel, LLC, an Arizona limited liability company, (“DF”) and Advanced Green Innovations, LLC (“AGI”) whereby DF agreed to purchase, subject to certain conditions, 400,000,000 shares of APGC’s common stock at a purchase price of $.005 per share (the “Transaction”). DF will make an initial investment of five hundred thousand dollars ($500,000) for the purchase of one hundred million (100,000,000) shares of APGC’s common stock and commit to purchase three (3) additional separate blocks of one hundred million (100,000,000) shares within eighteen (18) months from closing of the Transaction. AGI has agreed to guaranty all payments due by DF with respect to the additional 300,000,000 shares to be purchased.
The obligations of the parties to consummate the Transaction are subject to the following conditions:
1. The negotiation and execution of mutually satisfactory definitive agreements using their reasonable best efforts to negotiate in good faith the agreements in a timely manner.
2. Removal of $4,200,000 of long term debt not deemed to be related to the ongoing business of providing dual fuel solutions.
3. Execution of a Patent and Technology Purchase Agreement with M&R Development, Inc. (“M&R”) and Clean Power Technology LLC (“CPT”) relating to APGI’s dual fuel products and the simultaneous termination of APGI’s existing dual fuel licensing agreement with M&R.
4. The right to appoint 3 of 5 directors to the Board of Directors of APGC upon closing of the Transaction for a period of thirty-six (36) months.
5. The maturity date of APGC’s $3 million of Contingent Convertible Debt’s would be extended for 36 months. The holders would have the option at their choice to convert into shares of APGC’s common stock at market price at $.25 anytime with the balance automatically converting at the end of thirty-six (36) months into common shares at $.25 per share if not converted earlier.
6. DF will pay APGC (i) $200,000 upon the execution of the LOI; (ii) $100,000 upon the closing of the Transaction; and (iii) $200,000 subsequent to the closing of the Transaction (in $50,000 tranches over a four month period). The remaining $1.5 million will be paid as determined over the subsequent months with approximately $1 million allocated for future technology development efforts.
7. All warrants and stock options to purchase shares of APGC’s common stock, to the extent allowed by law would be terminated.
8. All outstanding shares of APGC’s Convertible Preferred Stock would be converted into shares of APGC’s common stock and all accrued but unpaid dividends forgiven.
In the event APGC terminates the LOI for any reason within thirty (30) calendar days of the date of the LOI or elects not to enter into and execute definitive agreements within forty-five (45) calendar days of the date of the LOI, then APGC has agreed that its rights under the Patent and Technology Purchase Agreement are assigned to DF in consideration for the funds advanced by DF to APGC pursuant to the terms and conditions of the LOI.
Patent and Technology Purchase Agreement
On May 4, 2018, APGI entered into a Patent and Technology Purchase Agreement (the “Purchase Agreement”) with M&R and its affiliate, Clean Power Technology, LLC (collectively, the “M&R Group”) for the purchase of certain patent rights and dual fuel technology (the “DF Technology”) owned by the M&R Group.
Upon execution of the Purchase Agreement, the Exclusive Patent License Agreement dated June 17, 2009, as amended between M&R and APGI, was terminated and of no further force and effect.
APGI will pay over a period of 5 years from date of execution of the Purchase Agreement, $6,030,000 for the DF Technology consisting of (i) $5,000,000 to be paid in cash (“Cash Payment”); and (i) $1,030,000, which is the agreed upon balance of that certain Amended and Restated December 1, 2009 Promissory Note between M&R and APGI, which will be deemed fully paid upon certain events.
APGI paid the M&R Group, $100,000 upon the execution of the Purchase Agreement with the balance to be paid on a per unit sold basis as follows:
(a) $1,000 per vehicular kit sold by APGI and $3,000 per off-road kit sold by APGI during the first two (2) years following the effective date of the Purchase Agreement.
(b) If the cumulative payments to the M&R Group at the end of year 2 following the effective date of the Purchase Agreement are less than $625,000, then APGI would pay $2,000 per vehicular kit sold by APGI and $6,000 per off-road kit sold by the APGI during the third year following the effective date of the Purchase Agreement.
(c) If the cumulative payments to the M&R Group at the end of year 2 following the effective date of the Purchase Agreement are equal to or greater than $625,000 and less than $1,250,000, then APGI would pay $1,500 per vehicular kit sold by APGI and $4,500 per off-road kit sold by APGI during the third year following the effective date of the Purchase Agreement.
(d) If the cumulative payments to the M&R Group at the end of year 3 following the effective date of the Purchase Agreement are less than $2,750,000 then APGI would pay three thousand $3,000 per vehicular kit sold by APGI and $9,000 per off-road kit sold by APGI during the fourth year following the effective date of the Purchase Agreement.
(e) Upon the fourth anniversary of the effective date of the Purchase Agreement, any unpaid Cash Payment balance would be paid in four equal quarterly installments during the fifth year following the effective date of the Purchase Agreement.
(f) If certain agreed upon technology developments do not perform per specifications as designed and described by the M&R Group, there will be a $500,000 reduction in the Cash Payment.
APGI can prepay the Cash Payment at any time during the term of the Purchase Agreement with a prepayment discount of 10% in the first year following the effective date of the Purchase Agreement and 5% in the second year following the effective date of the Purchase Agreement and 0% thereafter.
APGI would assume full financial responsibility for up to one million sixty thousand dollars ($1,060,000) for coordinating and completing certain agreed upon technical development efforts deemed necessary to complete the next generation dual fuel technology as well as certain additional state approvals.
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