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) February 14, 2012
CYCLONE POWER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Florida |
| 000-54449 |
| 26-0519058 |
601 NE 26th Court, Pompano Beach, Florida |
| 33064 |
Registrant’s telephone number, including area code: (954) 943-8721
Not Applicable
(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)) |
ITEM 1.01 - Entry into a Material Definitive Agreement
On February 14, 2012, Cyclone Power Technologies ("the Company") completed a transaction to acquire substantially all of the assets of Advent Power Systems, Inc. (“Advent”) subject to an acquisition agreement (the "Agreement") signed on December 20, 2011. Assets acquired pursuant to the Agreement include a $1.4 million development contract with the U.S. Army.
Under the terms of the Agreement, Advent received 1.5 million shares of Cyclone common stock, of which 1.2 million shares are subject to a two-year leak-out, and up to 1.1 million shares are subject to forfeiture if there are any negative changes in value to the acquired assets over the next twelve months. These shares are also being held in escrow pending the formal novation of the U.S. Army contract.
Advent’s CEO has received a 12 month consulting agreement, providing for a monthly retainer and a warrant to purchase 500,000 shares of the Company common stock for 5-years at a premium to the Company’s stock price as of the date of closing. These warrants and the retainer are also subject to forfeiture if there are any negative changes in the value of the acquired assets within 12 months. The cash retainer does not commence until the U.S. Army contract novation process has been completed.
The Company issued a Press Release on February 16, 2012 announcing that it completed the Agreement. A copy of that release is attached as Exhibit 99.1
ITEM 9.01
Financial Statements and Exhibits
(d) Exhibits
99.1
Copy of press release dated February 16, 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 21, 2012
CYCLONE POWER TECHNOLOGIES, INC.
By:
/s/ Harry Schoell
Harry Schoell
Chairman and CEO
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Exhibit Index
Exhibit No. |
| Description |
99.1 |
| Press Release dated February 16, 2012 |
Exhibit 99.1
Cyclone Power Technologies Completes Acquisition
of Defense Contractor, Advent Power Systems
POMPANO BEACH, FL, Feb. 16, 2012. Cyclone Power Technologies Inc. (OTCQB: CYPW), developer of the all-fuel, clean-tech Cyclone Engine, announced today that it has closed the acquisition of Advent Power Systems. Cyclone will assume Advent’s position as prime contractor with the U.S. Army / Tank Command (TACOM), subject to formal novation, in a project utilizing Cyclone’s engine technology to develop an auxiliary power unit for multiple lines of combat vehicles, including the M1 Abrams tank, the IAV Stryker and the Bradley Fighting Vehicle.
The value of the Army contract being transferred to Cyclone is $1.4 million. Should this Phase I project advance to Phase II next year, it could be worth several million dollars in additional revenue to Cyclone and provide further development support towards the ultimate commercialization of these compact, efficient and multi-fuel power generators.
Christopher Nelson, President of Cyclone, commented, “The closing of the Advent acquisition marks an important milestone for our company and shareholders. With the TACOM contract, we expect to achieve solid revenue over the next year and, hopefully, gain a long term customer. We believe that while military budgets are being trimmed, eco-friendly technologies that make our military forces more efficient and save the government money -- like the Cyclone engine -- will continue to receive funding and support. Cyclone will aggressively pursue these rewarding opportunities.”
Dr. Myers commented, “We are pleased to have this acquisition closed. Advent’s existing government relationships coupled with Cyclone’s engine technology provides us many advantages now and going forward. This is an exciting time for both companies. I have great faith in Cyclone’s ability to complete the U.S. Army contract, and ultimately, to commercialize its engine technology for both military and civilian customers.”
The purchase price for the acquisition was 1.5 million shares of Cyclone common stock. This consideration is being held in escrow pending the official novation of the Army contract, and is further restricted for resale by a contractual two-year leak-out provision.
About Cyclone Power Technologies
Cyclone Power Technologies is the developer of the award-winning Cyclone Engine – an all-fuel, clean-tech engine with the power and versatility to run everything from waste energy electric generators and solar thermal systems to cars, trucks and locomotives. Invented by company founder and CEO Harry Schoell, the patented Cyclone Engine is an eco-friendly external combustion engine, ingeniously designed to achieve high thermal efficiencies through a compact heat-regenerative process, and to run on virtually any fuel - including bio-diesels, syngas or solar - while emitting fewer greenhouse gases and irritating pollutants into the air. The Cyclone Engine was recognized by Popular Science Magazine as the Invention of the Year for 2008, and was presented with the Society of Automotive Engineers’ AEI Tech Award in 2006 and 2008. Additionally, Cyclone was named Environmental Business of the Year by the Broward County Environmental Protection Department. For more information, visit www.cyclonepower.com.
Follow Cyclone on Facebook: http://www.facebook.com/CyclonePowerTechnologies
Safe Harbor Statement
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The company cautions that these forward-looking statements are further qualified by other factors. The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Disclaimer: Reference herein to any specific commercial company, product, process, or service by trade name, trademark, manufacturer, or otherwise, does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or the Department of the Army (DoA). The opinions of the authors expressed herein do not necessarily state or reflect those of the United States Government or the DoA, and shall not be used for advertising or product endorsement purposes.
Cyclone Investor Relations
American Capital Ventures
Howard Gostfrand, President
Tel: 305-918-7000
www.amcapventures.com
Cyclone Media Contact
Red Letter Group
Will Wellons
407-462-2718
will@redletterpr.co