8-K

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

June 26, 2007
Date of Report

UQM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)

Colorado 
(State or other
jurisdiction of 
incorporation) 1-10869
(Commission 
File Number)  84-0579156
(IRS Employer
Identification #)

7501 Miller Drive, Frederick, Colorado 80530
(Address of Principal Executive Office)

(303) 278-2002
(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))

This Current Report on Form 8-K is filed by UQM Technologies, Inc., a Colorado corporation (the "Registrant"), in connection with the matters described herein.

Item 1.01 Entry into a Material Definitive Agreement.

Sale of Shares

On June 26, 2007 UQM Technologies, Inc. ("UQM") entered into a definitive agreement ("Purchase Agreement"), attached hereto as Exhibit 10.1, to sell 1,250,000 shares of its common stock ("Shares") at a price of $4.19 per share to Heartland Advisors on behalf of two of its advisory clients, the Heartland Value Fund, and Turn of the Tide, a Wisconsin Limited Partnership ("Subscribers"). The price per share was based on the average closing price of the Company's common stock on the American Stock Exchange for the five trading days immediately preceding the June 26, 2007 closing date. Net cash proceeds to UQM from the transaction were approximately $5.2 million. The Shares were issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. In connection with the sale and issuance of the Shares, the Purchase Agreement provides that UQM will prepare and file, no later than 30 days immediately following the closing date, a registration statement with the Securities and Exchange Commission ("SEC") covering the resale of the Shares.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 8.01 Other Events

On June 26, 2007, UQM issued a press release announcing the completion of the sale of the Shares. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

10.1 Securities Purchase Agreement

99.1  Press Release Dated June 26, 2007 

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.

	UQM Technologies, Inc., Registrant
June 26, 2007	/s/ Donald A. French Donald A. French, Treasurer

EX-99.1 CHARTER

Contact: John Baldiserra

BPC Financial Marketing

800-368-1217

or

Donald A. French

UQM Technologies, Inc.

303-278-2002

UQM TECHNOLOGIES, INC. COMPLETES $5.2 MILLION PRIVATE PLACEMENT

FOR IMMEDIATE RELEASE: 08-08

FREDERICK, COLORADO, JUNE 26, 2007 ... UQM TECHNOLOGIES, INC. (AMEX:UQM), a developer of alternative energy technologies, announced today that it has completed a private placement of 1,250,000 shares of its common stock to Heartland Advisors on behalf of two of its advisory clients, Heartland Value Fund and Turn of the Tide, a Wisconsin Limited Partnership. Net cash proceeds to the Company from the transaction were approximately $5.2 million.

The common stock offered by UQM Technologies, Inc. to the accredited investors in the private placement has been sold in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, ("Securities Act"). The common stock has not been registered under the Securities Act or any state securities laws, and the common stock may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy shares in any jurisdiction in which such offer or solicitation is prohibited. A registration statement will be filed with the Securities and Exchange Commission within 30 days for the resale of the common stock. Additional information on the transaction is available in our Report on Form 8-K filed today which is available through our website at www.uqm.com or at www.sec.gov.

UQM Technologies, Inc. is a developer and manufacturer of power dense, high efficiency electric motors, generators and power electronic controllers for the automotive, aerospace, medical, military and industrial markets. A major emphasis of the Company is developing products for the alternative energy technologies sector including propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles, under-the-hood power accessories and other vehicle auxiliaries and distributed power generation applications. The Company's headquarters, engineering and product development center, and motor manufacturing operation are located in Frederick, Colorado. For more information on the Company, please visit its worldwide website at www.uqm.com.

This Release contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations, including those plans, beliefs and expectations of our officers and directors with respect to, among other things the development of markets for our products and the adequacy of our cash balances and liquidity to meet future operating needs. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our Form 10-K filed May 17, 2007, which is available through our website at www.uqm.com or at www.sec.gov

UQM TECHNOLOGIES, INC.  7501 MILLER DR.   FREDERICK CO 80530  (303) 278-2002  FAX (303) 278-7007

EX-10

UQM Technologies, Inc.

Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of June 26, 2007, among UQM Technologies, Inc., a Colorado corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Company certain securities of the Company, as more fully described in this Agreement.

Now, therefore, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

Article 1

Definitions

Section 1.1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

"Action" means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

"Business Day" means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the City of New York are authorized or required by law or other governmental action to close.

"Claim" has the meaning set forth in Section 4.6(c).

"Closing" means the closing of the purchase and sale of the Shares pursuant to Article 2.

"Closing Date" means the date on which all of the conditions set forth in Sections 6.1 and 6.2 hereof are satisfied, or such other date as the parties may agree.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereafter be reclassified.

"Common Stock Equivalents" means any securities of the Company or any Subsidiary which entitle the holder thereof to acquire Common Stock at any time, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock.

"Company Counsel" means Holme Roberts & Owen LLP.

"Company Deliverables" has the meaning set forth in Section 2.2(a).

"Courts" means the state and federal courts sitting in the State of New York.

"Disclosure Materials" has the meaning set forth in Section 3.1(h).

"Effective Date" means the date that any Registration Statement filed pursuant to Article 4 is first declared effective by the Commission.

"ERISA" means Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 4001(a)(14) of ERISA.

"Evaluation Date" has the meaning set forth in Section 3.1(r).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"Governmental Authority" has the meaning set forth in Section 3.1(e).

"Indemnified Party" has the meaning set forth in Section 4.6(c).

"Indemnified Person" has the meaning set forth in Section 4.6(a).

"Indemnifying Party" has the meaning set forth in Section 4.6(c).

"Intellectual Property Rights" has the meaning set forth in Section 3.1(o).

"Investor Party" has the meaning set forth in Section 5.6.

"Legend Removal Date" has the meaning set forth in Section 5.1(c).

"Lien" means any lien, charge, encumbrance, security interest, right of first refusal or other restrictions of any kind.

"Losses" has the meaning set forth in Section 5.6.

"Material Adverse Effect" means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material impairment of the Company's ability to perform on a timely basis its obligations under any Transaction Document.

"Non-Responsive Investor" has the meaning set forth in Section 4.4(a).

"Per Share Purchase Price" equals the average of the closing sales price of the Common Stock as reported on the American Stock Exchange for the five consecutive Trading Days ending on the Trading Day prior to the Closing Date.

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Private Placement Memorandum" means the Private Placement Memorandum dated June 4, 2007 and delivered to the Investors in connection with the offer and sale of the Shares.

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" has the meaning set forth in Section 4.3.

"Purchase Price" equals the Per Share Purchase Price multiplied by the number of Shares being acquired by an Investor.

"Registration Period" has the meaning set forth in Section 4.3.

"Registration Statement" means a registration statement filed on the appropriate Form with, and declared effective by, the Commission under the Securities Act and covering the resale by the Investors of the Shares.

"Requested Information" has the meaning set forth in Section 4.4(a).

"Rule 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"SEC Reports" has the meaning set forth in Section 3.1(h).

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means the shares of Common Stock issued or issuable to the Investors pursuant to this Agreement.

"Subsidiary" means any "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission under the Exchange Act.

"Trading Day" means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not then listed or quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

"Trading Market" means whichever of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq Small Cap Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

"Transaction Documents" means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

Article 2

Purchase and Sale

Section 2.1. Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company by delivering such Investor's Purchase Price to the Union Colony Bank, ABA 107003353, Credit ACCT #30-65934, UQM Technologies, Inc., the number of Shares set forth below such Investor's name on the signature page. The Closing shall take place at the offices of Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver, Colorado 80203-4541 on the Closing Date or at such other location or time as the parties may agree.

Section 2.2. Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the "Company Deliverables"):

(i) A certificate evidencing the number of Shares sets forth below such Investor's name on the signature page, registered in the name of such Investor;

(ii) The legal opinion of Company Counsel, in agreed form, addressed to the Investors;

(iii) copies of each of the following, in each case certified by the Secretary of the Company to be in full force and effect on the Closing:

(A) the Restated Articles of Incorporation of the Company as of the Closing certified by the Secretary of State of the State of Colorado as of a date not more than five (5) days prior to the Closing;

(B) Duly certified and adopted resolutions of the board of directors of the Company approving of the execution, delivery and performance of the Transaction Documents and the transactions contemplated by them;

(C) A good standing certificate of the Company issued by the Secretary of State of the State of Colorado dated as of a date no earlier than five Business Days prior to the Closing Date; and

(D) the By-laws of the Company.

(b) At the Closing, each Investor shall deliver or cause to be delivered to the Company its Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose.

Article 3

Representations and Warranties

Section 3.1. Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Investor: