MECHANICAL TECHNOLOGY INC (Form: 8-K, Received: 09/30/2021 14:20:58)

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) September 30, 2021 (September 28, 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)

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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 $0.001 per share	MKTY	The Nasdaq Stock Market LLC

9.0 Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share	MKTYP	The Nasdaq Stock Market LLC

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 8.01 Other Events.

Preferred Offering Over-Allotment Option Closing

As previously disclosed, on August 23, 2021, Mechanical Technology, Incorporated (the “Company”) issued and sold pursuant to a firm commitment public offering (the “Offering”) 720,000 shares of the Company’s 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, with a $25.00 liquidation preference per share (the “Series A Preferred Stock”). In connection with the Offering, the underwriter was provided with a 45-day option and right to purchase up to an additional 108,000 shares of Series A Preferred Stock (the “Option Shares”), on the same terms as the securities sold in the Offering, including the public offering price of $25.00 per share (the “Over-Allotment Option”).

On September 28, 2021, the Company issued and sold to the underwriter 86,585 Option Shares, pursuant to its partial exercise of the Over-Allotment Option, resulting in additional aggregate gross proceeds of approximately $2.16 million, less applicable underwriter discounts and estimated offering expenses. The Company expects the initial dividend with respect to the Option Shares, along with the regular monthly dividend on the Series A Preferred Stock, will be paid on or about October 31, 2021, including for the period from issuance through September 30, 2021, if and when declared by the Board of Directors to holders of record of Series A Preferred Stock as of a record date to be determined by the Board of Directors.

On September 28, 2021, the Company issued a press release announcing the closing of the issuance and sale of the Option Shares, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Appointment of Mary O’Reilly as Chief People Officer

On September 29, 2021, EcoChain Inc. (“EcoChain”), a wholly-owned subsidiary of the Company, announced the appointment of Mary O’Reilly as Chief People Officer.

Ms. O’Reilly has spent the last 20 years in operations and organizational development roles helping build startups and transform large media organizations. Ms. O’Reilly holds a B.A. degree in Psychology from Antioch University and is pursuing her M.A. in Industrial-Organizational Psychology at Harvard University.

On September 29, 2021, the Company issued a press release announcing the appointment of Ms. O’Reilly as Chief People Officer, a copy of which is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

This Form 8-K contains 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

99.1*	Press Release of Mechanical Technology, Incorporated dated September 28, 2021.

99.2*	Press Release of the Mechanical Technology, Incorporated, dated September 29, 2021

*Filed herewith.

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: September 30, 2021	MECHANICAL TECHNOLOGY, INCORPORATED

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

Exhibit 99.1

Mechanical Technology Announces Closing of Partial Exercise of Over-
Allotment Option in Preferred Stock Offering

ALBANY, N.Y., September 28, 2021 – Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), the parent company of EcoChain, Inc. ("EcoChain"), a cryptocurrency mining business powered by renewable energy, and MTI Instruments, Inc. ("MTI Instruments"), a test and measurement instruments and systems business, today announced that it closed the issuance and sale of an additional 86,585 shares (the “Option Shares”) of its 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), to the underwriters in its previously announced public offering of Series A Preferred Stock, pursuant to the partial exercise of their over-allotment option to purchase up to an additional 108,000 shares of Series A Preferred Stock, at a price to the public of $25.00 per share, resulting in additional gross proceeds of approximately $2.16 million, less applicable underwriter discounts and estimated offering expenses.

The shares of the Series A Preferred Stock began trading on Nasdaq under the symbol “MKTYP” on August 23, 2021.

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

The Company expects the initial dividend with respect to the Option Shares, along with the regular monthly dividend on the Series A Preferred Stock, will be paid on or about October 31, 2021, including for the period from issuance through September 30, 2021, if and when declared by the Company’s Board of Directors to holders of record of Series A Preferred Stock as of a record date to be determined by the Board of Directors.

The offering was conducted pursuant to the Company's registration statement on Form S-1 (File No. 333-257300), as amended, including by its registration statement on Form S-1MEF filed pursuant to Rule 462(b), previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). A final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from Univest Securities, LLC, 375 Park Avenue, 15th Floor, New York, NY 10152, by phone (212) 343-8888 or e-mail info@univest.us.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About MTI

MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through EcoChain, MTI develops 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. Those include manufacturing, electronics, semiconductor, solar, commercial and military aviation, automotive and data storage. For more information about MTI, please visit https://www.mechtech.com.

Forward Looking Statements

Certain statements in this press release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Actual results could differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to: (1) those risk factors set forth in the Company's Registration Statement on Form S-1 (File No. 333-257300), as amended; and (2) other risks and uncertainties that may be detailed from time to time in MTI’s reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.

Contact Information:

Lisa Brennan
lbrennan@mtiinstruments.com

Investor Relations:

Kirin Smith, President
PCG Advisory, Inc.
Ksmith@pcgadvisory.com

Exhibit 99.2

EcoChain, Inc. Appoints Mary O’Reilly as Chief People Officer

ALBANY, N.Y., September 29, 2021 -- EcoChain, Inc. (“EcoChain”), a wholly-owned subsidiary of Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), a cryptocurrency mining business powered by renewable energy, today announced the appointment of Mary O’Reilly as Chief People Officer.

The Chief People Officer will be defining and executing on people strategies and operating systems for MTI business lines to successfully scale and meet its business objectives. In this competitive technology job market, the CPO will drive the company's culture and programs to ensure it is getting the right people and developing the best operating processes, IT systems and employee experiences to retain top talent.

Michael Toporek, CEO of MTI stated, "As we continue to execute on our growth strategy it is imperative that we have the right systems in place to attract, retain and focus on building out our team in a strategic and thoughtful manner. Mary brings a wealth of experience with large and growing enterprises and is perfectly suited as we continue to expand in line with our started goals.”

Mary O’Reilly stated, “I am excited to join the MTI team at this junction as they are clearly on a strong growth trajectory. I believe my skillset lends itself optimally for MTI especially in this expansion phase where key operating systems, processes and people are essential for continued success.”

Mary has spent the last 20 years in operations and organizational development roles helping build startups and transform large media organizations. Prior to EcoChain, Mary was the Chief Operating Officer of nonprofit Farm Sanctuary, and VP of Human Resources at Viacom, bringing the brands MTV, Vh1, TV Land and Comedy Central into the digital content landscape. Before Viacom, she helped build and scale several media and technology startups including Meadowlark Media, Dstillery, CBS Interactive, Alloy and Organic, Inc. Mary is an advisor to several startup organizations through SHINE People, the people & talent advisory collective she founded. She is also a volunteer at iMentor and The David Lynch Foundation, bringing meditation to veterans and at-risk populations. She is an early member of Chief, the private membership network focused on connecting and supporting women executive leaders.

Mary holds a BA degree in Psychology from Antioch University and is pursuing her MA in Industrial-Organizational Psychology at Harvard University.

About EcoChain, Inc.

EcoChain, Inc., a wholly-owned subsidiary of Mechanical Technology, Incorporated, is engaged in developing and operating ultra-low cost green data centers focused on cryptocurrency mining. For more information about EcoChain, please visit www.ecochainmining.com.

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:

Lisa Brennan
lbrennan@mtiinstruments.com

Investor Relations:

Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
Ksmith@pcgadvisory.com