0001144204-17-062543.txt : 20171206 0001144204-17-062543.hdr.sgml : 20171206 20171206115913 ACCESSION NUMBER: 0001144204-17-062543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171204 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171206 DATE AS OF CHANGE: 20171206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER EFFICIENCY CORP CENTRAL INDEX KEY: 0001024075 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 223337365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31805 FILM NUMBER: 171241610 BUSINESS ADDRESS: STREET 1: 2200 NORTHERN BOULEVARD STREET 2: SUITE 102 CITY: GREENVALE STATE: NY ZIP: 11548 BUSINESS PHONE: (877) 309-3357 MAIL ADDRESS: STREET 1: 2200 NORTHERN BOULEVARD STREET 2: SUITE 102 CITY: GREENVALE STATE: NY ZIP: 11548 8-K 1 tv480913_8k.htm 8-K

 

 

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):  December 4, 2017

 

POWER EFFICIENCY CORPORATION
(Exact name of registrant as specified in its charter)

 

000-31805

COMMISSION FILE NUMBER

 

Delaware   22-3337365

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)

 

2200 Northern Boulevard, Suite 102

Greenvale, NY 11548

 

(Address and zip code of principal executive offices)

 

(877) 309-3357
(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 OF 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.            ¨

 

 

 

   

 

 

Power Efficiency Corporation

Form 8-K

Date of Event: December 4, 2017

 

Item 8.01Other Events

 

Power Efficiency Corporation (the “Company”) issued a press release on December 4, 2017. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in Item 8.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 8.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits  
     
(d) Exhibits

 

Exhibit

Number

 

Exhibit Title or Description

99.1 Press Release dated December 4, 2017.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  Power Efficiency Corporation
   
  By:  /s/ Gary Weiss
  Gary Weiss, Chief Executive Officer

Date: December 6, 2017

 

 

 

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EX-99.1 2 tv480913_ex99-1.htm EXHIBIT 99.1

Power Efficiency Corporation

Exhibit 99.1

Press Release dated as of December 4, 2017

 

Power Efficiency Corporation Provides Updates on Business Activities, Retains Investment Bank and Other Events

 

GREENVALE, NY / ACCESSWIRE / December 4, 2017 / Power Efficiency Corporation (OTC PINK: PEFF) ("PEC" or "the Company") embarked in 2016 in a new business line to provide comprehensive one-stop solutions to the grid stability problems and take advantage of large and actively growing market opportunity for energy storage. PEC intends to continue its efforts to engage in the energy power management business and offer solutions to grid operators, utilities, and Commercial and Industrial (C&I) customers with a focus on renewable Distributed Energy Resources (DER) and Battery Energy Storage Systems (BESS) for grid balancing services to the Independent System Operators (ISOs); load shifting for utilities; energy management through storage for C&I customers; and microgrids for energy security.

 

BQDM Program Update

 

In 2016 PEC announced that it was a successful bidder in Con Edison's Brooklyn Queens Demand Management ("BQDM") program for 2017 and 2018 and had partnered with Generate Capital to source projects and obtain financing for such activities. PEC and its initial project and financing partner, Generate Capital, recently determined to terminate their relationship.

 

As previously announced, PEC was unable to identify sites to satisfy BQDM program requirements for the summer of 2017. PEC's original contract with Consolidated Edison required that PEC and its partner deliver 4 megawatts of energy savings in the summer of 2017 and an additional 8 megawatts of energy savings in 2018. PEC has diligently been seeking sites to meet the requirements for 2018 and despite several unsuccessful negotiations has yet to engage for 2018. Consolidated Edison had earlier terminated PEC's participation and drew upon a previously placed letter of credit, which served as security for PEC's obligations under the program. The Company is continuing in its pursuit to meet the 2018 requirements, but if unsuccessful will focus on 2019 and beyond for other energy management programs.

 

Scott Caputo, PEC's President and COO, stated, "We had lined up several large, high-profile project sites in the BQDM zone and came close to locking something in for 2018. Unfortunately, time and process requirements worked against but we continue to look for acceptable sites. We are also hearing from our partners and market participants that there are shortages and delays in obtaining batteries suitable for these projects. We have strong and loyal financial and strategic partners willing to work with us going forward, so based on the foundations already set, we will pursue opportunities for 2019 and future years."

 

Other Energy Management Projects

 

PEC has executed a non-binding term sheet for an option to purchase the development rights from New Jersey Energy Storage Project One, LLC for a 20 MW battery energy storage (BESS) project located in Bloomsbury, NJ. The system will be used to provide frequency regulation services to PJM Interconnection. Under the option agreement, PEC must enter into a definitive agreement with Project One in December 2017, unless the parties extend the timeframe, provide funding of certain start-up costs related to the project, enter into a mutually acceptable lease agreement with the property owner. As presently contemplated, the project will utilize lithium-ion battery technology. The project is anticipated to start in late 2018 or early 2019 once interconnection and all government approvals are obtained. PEC is presently working with its financial advisor partners and project partners to fully fund the project.

 

   

 

 

Scott Caputo commented, "We are pleased to have the opportunity to develop this former industrial site which has an excellent electrical infrastructure, and we look forward to entering the PJM wholesale energy marketplace. The PJM market for ancillary services has been in a state of flux in the last couple of years but is now better defined and lower risk."

 

Other Business Opportunities

 

PEC is actively seeking strategic partnerships or acquisitions with similar energy management related businesses in order to expand our potential operations and expand into other markets for BESS and demand energy management projects. There can be no assurances that we would be successful in such efforts to acquire other businesses, or that any such acquisitions or joint ventures would be on terms favorable to our existing shareholders.

 

Update on SEC Reporting Requirements

 

Power Efficiency Corporation is continuing to work towards becoming a fully reporting company with the SEC under the Securities and Exchange Act of 1934. The company originally filed a Form 10 registration statement on August 11, 2016. Under SEC rules, the Form 10 became effective 60 days thereafter (October 10, 2016), however, the Company must update the Form 10 filing with an updated business description and more recent financial statements, as well as to respond to SEC comments received with respect to the original filing. Management has been focused primarily on sourcing and developing energy projects and obtain third-party funding during the last year. The Company is working with its auditors and counsel to refile its Form 10 in response to SEC comments and to make the delinquent filings within the next 45 to 60 days.

 

PEC Retains Financial Advisor

 

PEC recently retained a boutique investment bank, which specializes in representing small and mid-cap companies to assist them with general financial advisory services, financing for their general capital needs and for project financing. Neither PEC nor the investment bank are currently engaged in an offering of securities. There can be no assurance that such efforts will be completed or the terms upon which any such financing will be favorable to PEC. It is expected that any financing that may be undertaken will be dilutive to existing stockholders.

 

About Power Efficiency Corporation

 

Power Efficiency Corporation (PEC) is a start-up venture, which intends to become a comprehensive one-stop solution to address grid stability problems in the energy market and take advantage of the large and actively growing market opportunity for energy storage and demand management. PEC offers solutions to grid operators, utilities, and Commercial and Industrial (C&I) customers. Our focus is on renewable Distributed Energy Resources (DER) and Battery Energy Storage Systems (BESS) for grid balancing services to the Independent System Operators (ISOs); load shifting for utilities; energy management through storage and standby generator input for C&I customers; and microgrids for energy security. We intend to build or own or partner with third parties on energy-related projects, partner with existing grid participants to take advantage of demand management programs, enter joint ventures and operate electric energy facilities to develop a portfolio of income-producing projects.

 

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Forward-Looking Statements

 

In addition to historical statements, this press release contains statements relating to future events and our future results. These statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. There can be no assurance that PEC's current efforts under the BQDM program or its efforts to develop the Bloomsbury, NJ site for 20 megawatts will be successful. There are numerous financing and regulatory and timing hurdles involved with any project, and PEC does not have its own capital necessary to satisfy the financing needs to complete these projects at this time and will have to obtain financing through third parties, of which there can be no assurance. While any forward-looking statements represent our judgments and future expectations concerning our business, several risks, uncertainties, and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to: difficult economic conditions, the possibility of increased or adverse government regulation, the highly competitive landscape to source and locate energy management projects that will be economically viable, the high cost of purchasing battery equipment, and the risk that we may be unable to obtain necessary capital investment and financing to install generator and battery storage systems and otherwise complete projects, and other risks and uncertainties. As a result, these forward-looking statements may turn out to be incorrect. We are under no obligation to (and expressly disclaim any obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Power Efficiency Corporation to be materially different from the statements made herein.

 

Contact Information:

 

Contact

Power Efficiency Corp.

Scott Caputo

President and COO

info@peffcorp.com

 

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