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): May 331, 2018 (~~May~~June 97, 2018)

AMERICAN POWER GROUP CORPORATION

(Exact name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-13776		71-0724248
(Commission File Number)		(I.R.S. Employer Identification Number)

2503 East Poplar Street

Algona, Iowa 50511

(Address of Principal Executive Offices, including Zip Code)

(~~781~~515) ~~224~~395-~~2411~~ 1360

(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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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

~~Financing~~On May 31, 2018, American Power Group Corporation (“APGC” or the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Dual Fuel, LLC, an Arizona limited liability company (“DF”), 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. Advanced Green Innovations, LLC, an entity affiliated with DF has agreed to guaranty all payments due by DF with respect to the additional 300,000,000 shares to be purchased.

OnDue ~~May~~to 3,the ~~2018,~~fact ~~American~~the ~~Power~~per ~~Group~~share ~~Corporation~~purchase ~~(“APGC”)~~price ~~and~~is ~~its~~below ~~wholly~~the ~~owned~~stated ~~subsidiary American Power Group, Inc~~$. ~~(“APGI”)~~01 ~~entered~~par ~~into~~value ~~a Binding Letter~~ of ~~Intent~~the ~~(“LOI”)~~Company’s ~~with~~Common ~~Dual Fuel~~Stock, ~~LLC,~~the anCompany ~~Arizona limited liability~~must ~~company,~~amend ~~(“DF”)~~its ~~and~~Restated ~~Advanced~~Certificate ~~Green~~of ~~Innovations,~~Incorporation ~~LLC~~with ~~(“AGI”)~~the ~~whereby~~Secretary DFof ~~agreed~~State toof ~~purchase,~~the ~~subject~~State ~~to certain conditions, 400,000,000 shares~~ of ~~APGC’s~~Delaware ~~common~~to ~~stock~~decrease atthe apar ~~purchase~~value to ~~price of~~ $.005 per share ~~(the~~prior ~~“Transaction”). DF~~to ~~will~~the ~~make~~issuance ~~an initial investment~~ of ~~five~~any ~~hundred~~share ~~thousand~~associated ~~dollars~~with ~~($500,000) for~~ the ~~purchase~~Transaction. ofAll ~~one~~advances ~~hundred~~made ~~million~~by ~~(100,000,000) shares~~DF ofpursuant ~~APGC’s~~to ~~common~~the Purchase ~~stock~~Agreement ~~and~~will ~~commit~~be totreated ~~purchase~~as ~~three~~deposits ~~(3)~~pending ~~additional~~the ~~separate~~filing ~~blocks~~ of ~~one~~the ~~hundred~~certificate ~~million (100,000,000) shares within eighteen (18) months from closing~~ of ~~the Transaction~~amendment. ~~AGI~~The Company has agreed to ~~guaranty~~ take all ~~payments~~action ~~due~~reasonably bynecessary DFto ~~with~~obtain ~~respect to~~the appropriate stockholder consent for the ~~additional~~purpose ~~300,000,000~~of ~~shares~~approving tothe becertificate ~~purchased~~of amendment.

~~The~~Amended ~~obligations~~and ofRestated ~~the~~Voting ~~parties to consummate the Transaction are subject to the following conditions:~~Agreement

1.In connection ~~The~~with ~~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~~Transaction,~~200,000~~ ~~of long term debt not deemed to be related to~~ the ~~ongoing~~Company’s ~~business~~Amended ofand ~~providing~~Restated ~~dual~~Voting ~~fuel~~Agreement ~~solutions.~~dated 3.as ~~Execution~~ of aJanuary ~~Patent~~27, ~~and Technology Purchase Agreement with M&R Development~~2017, ~~Inc.~~among the ~~(“M&R”)~~Company and ~~Clean~~certain ~~Power~~investors, ~~Technology~~was ~~LLC~~amended ~~(“CPT”) relating to APGI’s dual fuel products~~ and ~~the~~restated ~~simultaneous termination of APGI’s existing dual fuel licensing agreement with M&R. 4. The right~~ to ~~appoint~~provide 3that ofDF 5will ~~directors~~have to the ~~Board~~rights ~~of Directors of APGC upon closing of the Transaction~~ for a period of ~~thirty-six (~~36) months. from 5.the ~~The~~closing ~~maturity date~~ of ~~APGC’s $3 million of Contingent Convertible Debt’s would be extended for 36 months. The holders would have~~ the ~~option~~Transaction ~~at their choice~~ to ~~convert~~designate ~~into~~three ~~shares~~ of ~~APGC’s common stock at market price at $.25 anytime with~~ the ~~balance~~five ~~automatically~~members ~~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~~Board 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)~~Directors. 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 APGCCompany’s ~~common~~CEO and ~~stock,~~Matt toVan ~~the~~Steenwyk ~~extent~~shall ~~allowed by law would~~ be ~~terminated.~~the 8.other ~~All~~designated ~~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~~directors.

InConversion ~~the event APGC terminates the LOI for any reason within thirty (30) calendar days~~ of ~~the~~Series ~~date~~A, ofC, ~~the~~D, ~~LOI~~D2 orand ~~elects~~D3 ~~not~~Convertible toPreferred ~~enter into~~Stock and ~~execute~~Termination ~~definitive agreements within forty-five (45) calendar days~~ of ~~the~~Related ~~date~~Common ofStock ~~the LOI, then APGC has agreed that its rights under the Patent and Technology~~ Purchase ~~Agreement~~Warrants ~~are assigned to DF in consideration for the funds advanced by DF to APGC pursuant to the terms and conditions of the LOI.~~

~~Patent~~In connection with the Transaction, holders of 100% of the Company’s Series C, D, D2 and ~~Technology~~D3 ~~Purchase~~Convertible ~~Agreement~~Preferred Stock and approximately 97% of Series A Convertible Preferred Stock converted their respective shares of Convertible Preferred Stock into approximately 61.8 million shares of the Company’s Common Stock pursuant to the terms each respective series of Preferred Stock. In addition, the holders agreed to terminate warrants to purchase approximately 81.8 million shares of the Company’s Common Stock issued in conjunction with the Preferred Stock and forgo payment of approximately $2 million of accrued but unpaid Preferred Stock dividends.

OnTermination ~~May~~of 4,Common ~~2018,~~Stock ~~APGI entered into a Patent and Technology~~ Purchase ~~Agreement~~Warrants ~~(the “Purchase Agreement”) with M&R~~ and ~~its~~Stock ~~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.~~Options

~~Upon~~In ~~execution~~connection ofwith the ~~Purchase Agreement~~Transaction, ~~the~~previously ~~Exclusive~~issued ~~Patent~~warrants ~~License~~and ~~Agreement~~stock ~~dated~~options ~~June~~to ~~17,~~purchase ~~2009,~~approximately as28.8 ~~amended~~million ~~between~~shares ~~M&R and~~of ~~APGI,~~the ~~was~~Company’s ~~terminated~~Common ~~and~~Stock ofwere noterminated ~~further~~with ~~force~~the ~~and~~holder’s ~~effect~~consent.

~~APGI~~Debt ~~will~~Settlement ~~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~~In ~~paid~~connection with the ~~M&R~~Transaction, the Company and its American Power Group, ~~$100,000~~Inc. ~~upon~~subsidiary ~~the~~(“APGI”) ~~execution~~entered ofinto ~~the~~a Confidential ~~Purchase~~Settlement Agreement with ~~the~~WPU ~~balance~~Leasing, LLC (“WPU”) whereby WPU agreed to beforgo ~~paid~~payment onof approximately $2.37 million representing all outstanding principal and accrued but unpaid interest due under certain promissory notes issued by WPU through such date in return for APGI relinquishing ownership interest in all existing equipment owned by APGI but subject to a ~~per~~first ~~unit~~security ~~sold~~lien ~~basis~~by WPU. In addition, WPU agreed to terminate warrants to purchase approximately 5.4 million shares of asthe ~~follows:~~Company’s Common Stock issued in conjunction with the promissory notes.

~~(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~~ Amendment to ~~the~~Notes 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.Payable

~~APGI~~In ~~can~~conjunction ~~prepay~~with the ~~Cash~~Transaction, ~~Payment~~holders atof ~~any~~the ~~time~~Company’s ~~during~~$3 million of Subordinated Contingent Convertible Promissory Notes (the ~~term~~“Notes”) agreed to extend the maturity of the ~~Purchase~~Notes ~~Agreement~~from ~~with~~June a30, ~~prepayment~~2018 ~~discount~~until ofJune ~~10%~~30, in2021. ~~the~~In ~~first~~addition, ~~year~~the ~~following~~holders have the ~~effective~~option ~~date~~to convert the Notes into shares of the ~~Purchase~~Company’s ~~Agreement~~Common ~~and~~Stock 5%at in$.25 per share anytime with the ~~second~~balance ~~year~~automatically ~~following~~converting at the ~~effective~~end ~~date~~ of ~~the~~thirty-six ~~Purchase Agreement~~(36) ~~and~~months 0%into ~~thereafter~~common shares at $.25 per share if not converted earlier.

~~APGI~~Iowa ~~would~~State ~~assume~~Bank ~~full~~Working ~~financial~~Capital ~~responsibility~~Line ~~for~~of upCredit 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.Extension

On June 7, 2018, APGI and Iowa State Bank, entered into a Change of Terms Agreement, pursuant to which the maturity of APGI’s $500,000 Revolving Line of Credit was extended to December 31, 2018.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

See the disclosures set forth in Item 1.01 above, which are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

See the disclosures set forth in Item 1.01 above, which are incorporated herein by reference.

The offer and sale of the Common Stock associated with the Transaction were not registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of an exemption from the registration requirements under Section 4(2) and/or Rule 506 of Regulation D of the Securities Act.

Item 3.03

Material Modification of Rights of Security Holders

See the disclosures set forth in Item 1.01 above, which are incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Upon the completion of the Transaction described in Item 1.01 above, Neil Braverman, Maurice Needham and James Harger resigned from the Company’s Board of Directors and Kenneth Losch, Dr. Harry Kloor and Mark Killpack were appointed to the Company’s Board of Directors with the consent of the holders of a majority of the Company’s Convertible Preferred Stock, pursuant to the Amended and Restated Voting Agreement described in Item 1.01 above.

Mr. Losch, 58, is the founding member and since 2009 has been CEO of Advanced Green Technologies, ZHRO Power and ZHRO Solutions which are collectively focused on commercializing a suite of “green” technologies for use in the heavy truck transportation, stationary power generation and oil and gas markets. Mr. Losch also has more than 25 years of real estate development experience in both the United States and Canada including being the co-founder and principal of two real estate companies in Tempe, Arizona. Mr. Losch is also a founding board member of the TRACares Foundation, an entity that supports worthy causes locally and globally with the passion statement of “Empowering Community.”

Dr. Kloor, since April 2016, has served as Chief Science Officer of ZHRO Power. Dr. Kloor, holds two PhD’s from Purdue University, one in Physics and one in Chemistry. Dr. Kloor was one of the five original founding team members of the famed Ansari XPRIZE and served as its first Chief Science officer until 2015. He is also on the founding team members of for Singularity University and former part-time instructor. He has also served for decades as personal Science Advisor to X Prize Chairman and CEO Dr. Peter H. Diamandis on science and technology issues.

Dr. Kloor has worked with large number of scientific organizations, universities, the US Senate, government labs, and companies to advance exponential technologies ranging from energy solutions, robotics, holographic capture, virtual and augmented reality, artificial intelligence, deep machine learning, sensor networks, IOT and haptics. In addition, Dr. Kloor works in the advancement of advanced treatments and technologies in various areas of healthcare, and is a member of the Brain Mapping and Theraputics Society.

Mark Killpack, 59, has served since 2015, as the Director of Business Development Oil Field for ZHRO Power. Prior to joining ZHRO, Mr. Killpack was the Senior Vice President of Heavy Equipment for BOK Financial and responsible for the marketing of bank products to construction, transportation and industrial equipment distributors and rental companies. Prior to then, Mr. Killpack spent 20 years at The CIT Group, where he served as the Executive Vice President for the construction and industrial business unit that included an account portfolio of $6.5 billion.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.	Description	~~Description~~
10.1	Common Stock Purchase Agreement, dated May 31, 2018, between American Power Group Corporation and Dual Fuel, LLC.	~~Binding Letter of Intent, between American Power Group Corporation, American Power Group Inc., Dual Fuel, LLC and Advanced Green Innovation, dated as of May 3, 2018.~~
10.2	AGI Guaranty, dated as of May 31, 2018, among American Power Group Corporation and Advanced Green Innovations, LLC.	~~Patent and Technology Purchase Agreement, between American Power Group, Inc., M&R Development, Inc. and Clean Power Technology, LLC, dated as of May 4, 2018.~~
10.3	Amended and Restated Voting Agreement, dated as of May 31, 2018, among American Power Group Corporation and the investors named therein.
10.4	Amendment to Promissory Notes and Wavier, dated as of May 31, 2018, among American Power Group Corporation and the holders of such Notes.
10.5	Change in Terms Agreement, dated as of June 7, 2018, among American Power Group, Inc. and Iowa State Bank

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.

	AMERICAN POWER GROUP CORPORATION
	By:	/s/ Charles E. Coppa
		Charles E. Coppa
		Chief Executive Officer
Date: May 9, 2018

	AMERICAN POWER GROUP CORPORATION

	By:	/s/ Charles E. Coppa
		Charles E. Coppa
		Chief Executive Officer

Date: June 7, 2018

Filing Compare · AMERICAN POWER GROUP Corp