MECHANICAL TECHNOLOGY INC (Form: 8-K, Received: 04/29/2021 15:57:53)

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 29, 2021 (April 26, 2021)

MECHANICAL TECHNOLOGY, INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		000-06890		14-1462255
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

325 Washington Avenue Extension

Albany, New York

12205

(Address of registrant's principal executive office)

(Zip code)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value		MKTY		The Nasdaq Capital Market

0.01

per share

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.

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.

Item 8.01 Other Events.

On April 29, 2021, the Company closed the Offering for gross proceeds of $15,000,000 less underwriting discounts of 7.0% ($1,050,000) and other offering expenses, resulting in aggregate net proceeds to the Company of approximately $13,353,639. In the event that the Over-Allotment Option is exercised by the underwriters, in full, that would result in additional aggregate gross proceeds of approximately $2,250,000 less applicable underwriter discounts and a non-accountable expense allowance.

On April 27, 2021, the Company issued a press release announcing the pricing of the Offering. 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. On April 29, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this Form 8-K and is incorporated in this Item 8.01 by reference.

This Form 8-K and Exhibit 99.1 and Exhibit 99.2 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

	Exhibit No.	Description

	1.1	Form of Underwriting Agreement (1)

	4.1	Form of Warrant Agent Agreement between Mechanical Technology, Incorporated and American Stock Transfer & Trust Company, LLC (2)

	4.2	Form of Underwriter’s Warrant (3)

	99.1	Press Release of Mechanical Technology, Incorporated dated April 27, 2021.

	99.2	Press Release of Mechanical Technology, Incorporated dated April 29, 2021.

(1)

Filed as Exhibit 1.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on April 12, 2021.

(2)

Filed as Exhibit 4.3 to Amendment No. 3 to the Company’s Registration Statement on Form S-1, filed with the SEC on April 21, 2021.

(3)

Filed as Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on April 2, 2021.

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.

Date: April 29, 2021	MECHANICAL TECHNOLOGY, INCORPORATED

	By:	/s/ Jessica L. Thomas
		Name: Jessica L. Thomas Title: Chief Financial Officer

Exhibit 99.1

Mechanical Technology, Incorporated Announces Pricing of Public Offering of Common Stock

ALBANY, N.Y., April 27, 2021 – Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), the parent company of MTI Instruments, Inc. (“MTI Instruments”) and EcoChain, Inc. (“EcoChain”), a cryptocurrency mining business powered by renewable energy, announced today the pricing of its firm commitment underwritten public offering of 2,419,355 shares of its common stock, together with accompanying warrants to purchase up to 604,839 shares of common stock.

Each share of common stock will be sold in combination with an accompanying warrant to purchase .25 of one share of common stock issued for each share of common stock sold. The combined offering price to the public of each share of common stock and accompanying warrant is $6.20. The warrant will have an initial exercise price of $8.24 per share, will be immediately exercisable and will have a term of five years from the date of issuance.

The gross proceeds to MTI from this offering are expected to be approximately $15 million, before deducting underwriting discounts and other offering expenses payable by MTI. Additionally, MTI has granted the underwriter a 45-day option to purchase up to an additional 362,903 shares of its common stock, together with accompanying warrants to purchase up to 90,726 shares of common stock at the public offering price. All of the securities are being sold by MTI to the underwriters in the offering, who have agreed to purchase all of such securities. The offering is expected to close on or about April 29, 2021, subject to customary closing conditions.

MTI intends to use the net proceeds from this offering, together with other available funds, to fund for the acquisition, development and growth of data centers, including cryptocurrency mining processors, other computer processing equipment, data storage, electrical infrastructure, software and real property (i.e. land and buildings) and business, product line or asset acquisitions related to MTI Instruments, as well as for working capital and other general corporate purposes.

Univest Securities, LLC is acting as the sole book running manager for this offering.

###

About MTI

MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through EcoChain, MTI is developing cryptocurrency mining facilities powered by renewable energy that integrate with the blockchain network. Through MTI Instruments, MTI is engaged in the design, manufacture and sale of test and measurement instruments and systems that use a comprehensive array of technologies to solve complex, real world applications in numerous industries, including manufacturing, electronics, semiconductor, solar, commercial and military aviation, automotive and data storage. For more information about MTI, please visit https://www.mechtech.com.

About Univest Securities, LLC

Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us

Forward Looking Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the successful execution of the Company's business strategy. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.

Contact Information:

Jess Olszowy

jolszowy@mtiinstruments.com

Investor Relations:

Kirin Smith, President

PCG Advisory, Inc.

646.823.8656

Ksmith@pcgadvisory.com

# # #

Exhibit 99.2

Mechanical Technology, Incorporated Announces Closing of Public Offering of Common Stock

ALBANY, N.Y., April 29, 2021 – Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), the parent company of MTI Instruments, Inc. (“MTI Instruments”) and EcoChain, Inc. (“EcoChain”), a cryptocurrency mining business powered by renewable energy, announced today the closing of its firm commitment underwritten public offering of 2,419,355 shares of its common stock, together with accompanying warrants to purchase up to 604,839 shares of common stock at a combined public offering price of $6.20. The warrants have an initial exercise price of $8.24 per share, are immediately exercisable and have a term of five years from the date of issuance.

The gross proceeds to MTI from this offering are $15,000,000 less underwriting discounts and other offering expenses, resulting in aggregate net proceeds to the Company of approximately $13,353,639. In the event that an option granted to the underwriters in the offering to purchase 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, is exercised by the underwriters, in full, MTI would receive additional aggregate gross proceeds of approximately $2,250,000 less applicable underwriter discounts and other offering expenses.