Exhibit 3.1
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) June 9, 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):
| ☐ | 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)) |
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, LLC | ||
| $0.001 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 9, 2021, the Board of Directors (the “Board”) of Mechanical Technology, Incorporated (the “Company”) authorized and approved an increase in the base compensation payable to Jessica Thomas, the Company’s Chief Financial Officer, from $159,650 to $200,000 per year.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On June 9, 2021, the Company filed a certificate of amendment to its articles of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to increase the maximum number of directors constituting the entire Board of Directors of the Company from nine to 10 directors (the “Amendment”). As reported on the Company’s Current Report on Form 8-K filed on June 10, 2021, the Amendment was approved by the Company’s stockholders at its Annual Meeting of Stockholders held on June 9, 2021.
Certificate of Amendment
The above description of the Certificate of Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Nevada on June 14, 2021 (effective as of 8:00 a.m. (Eastern Time) on June 14, 2021).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment filed with the Secretary of State of the State of Nevada |
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: June 15, 2021 |
MECHANICAL TECHNOLOGY, INCORPORATED | ||
| By: | /s/ Jessica L. Thomas | ||
|
Name: Jessica L. Thomas Title: Chief Financial Officer |
|||
Exhibit 3.1