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 26, 2016

UQM Technologies, Inc.
(Exact name of registrant as specified in its charter)

Colorado	1-10869	84-0579156
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4120 Specialty Place
Longmont, Colorado 80504
(Address of principal executive offices, including zip code)

(303) 682-4900
(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))

Item 1.02Termination of a Material Agreement.

On December 26, 2016, UQM Technologies, Inc. (the “Company”) terminated the Amended and Restated Stock Issuance and Purchase Agreement (the “Agreement”) dated as of September 26, 2016, between the Company and American Compass, Inc., a subsidiary of  Hybrid Kinetic Group Limited (“Buyer”), because a number of the conditions to close had not been satisfied or waived prior to the December 25, 2016 deadline specified in the Agreement (the “End Date”).  Pursuant to the terms and conditions of the now-terminated Agreement, Buyer had agreed to purchase 66,500,000 newly issued shares of common stock of the Company for aggregate consideration of $47,880,000.  Had the transaction closed and the shares been issued, they would have equaled approximately 58% of the Company’s common stock.

Among the closing conditions under the Agreement that were not satisfied or waived by the End Date were (a) the approval by the Company’s shareholders of an amendment to the Company’s Articles of Incorporation to reduce the voting requirements for future amendments to the Articles of Incorporation and other corporate actions from the current two-thirds threshold to a majority threshold, and (b) completion of the approval process by the U.S. Committee on Foreign Investment in the United States.  The Company did not incur any penalties under the Agreement for terminating it after the End Date.

A copy of the press release announcing the termination is included as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit No.	Description of Exhibit
99.1	Press Release dated  December 27, 2016

1

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.

28
	UQM TECHNOLOGIES, INC.
Dated:  December 27, 2016	By:   /s/DAVID I. ROSENTHAL
	David I. Rosenthal
	Treasurer, Secretary and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.Description of Exhibit

99.1Press Release dated December 27, 2016

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EX-99.1

Exhibit 99.1

For Immediate Release

For more information contact:	Shawn Severson
	EnergyTech Investor
	415-233-7094
	or
	David I. Rosenthal
	UQM Technologies, Inc.
	303-682-4900

UQM Technologies Announces Termination of Stock Purchase Agreement with Hybrid Kinetic Group

LONGMONT, COLORADO, DECEMBER 27, 2016 - UQM TECHNOLOGIES, INC. (NYSE MKT: UQM), announced that on December 26, 2016 it terminated the Stock Issuance and Purchase Agreement (the “Agreement”) with Hybrid Kinetic Group Limited.  The Agreement provides that it may be terminated by either party if various conditions to closing were not satisfied on or before December 25, 2016 (the “End Date”).  Among the closing conditions that were not satisfied or waived by the End Date was the approval by UQM’s shareholders of an amendment to UQM’s Articles of Incorporation to reduce the voting requirements for future amendments to the Articles of Incorporation and other corporate actions from the current two-thirds threshold to a majority threshold (Proposal Three in UQM’s Proxy Statement related to the Agreement). 

As the transaction with Hybrid Kinetic did not close by the End Date, UQM’s Board of Directors and the special committee of independent directors of UQM determined to terminate the Agreement. There are no penalties to UQM from terminating the Agreement following the End Date.

“While a majority of our shareholders voted in favor of the investment transaction with Hybrid Kinetic, our shareholders were sufficiently concerned about the reduction in voting threshold on key corporate actions that Proposal Three was soundly defeated even after adjourning and reconvening our annual meeting two times to allow us further time to solicit votes to approve this change,” said Joe Mitchell, President and CEO of UQM.  “We have cash and an asset base to meet our anticipated liquidity needs for the near future.  Pending orders from key customers will help to fill our pipeline over the next several months.  We have already re-engaged our investment banking advisor BDA Partners, and with the activity we have recently seen in the electric vehicle market, we are optimistic that we will be able to secure partnership opportunities to execute on our global strategy to obtain volume production contracts leading to increased revenue flow and profitability.”

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504  (303) 682-4900  FAX (303) 682-4901

As previously announced, UQM has adjourned its Annual Shareholder Meeting with respect to the proposal to amend and restate its Articles of Incorporation to increase the number of authorized shares of its common stock.  UQM’s Board of Directors believes that approval of the proposal to increase the number of authorized shares of UQM common stock is still in the best interest of UQM for future potential partnerships even though the Agreement with Hybrid Kinetic was terminated. 

About UQM

UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, military and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is TS 16949 and ISO 14001 certified and located in Longmont, Colorado. For more information, please visit 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 about the availability of other partnership opportunities, and our beliefs about the electric vehicle market and our prospects in that market.  Important factors that could cause actual results to differ from those contained in the forward-looking statements include the receptiveness of other potential partners to our business. 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 and Form 10-Q’s, which are available through our website at www.uqm.com  or at www.sec.gov.

Source: UQM Technologies, Inc.

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504  (303) 682-4900  FAX (303) 682-4901