0001649633-16-000004.txt : 20160112
0001649633-16-000004.hdr.sgml : 20160112
20160112191141
ACCESSION NUMBER: 0001649633-16-000004
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160108
FILED AS OF DATE: 20160112
DATE AS OF CHANGE: 20160112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN POWER GROUP Corp
CENTRAL INDEX KEY: 0000932699
STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510]
IRS NUMBER: 710724248
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 7 KIMBALL LANE
STREET 2: BUILDING A
CITY: LYNNFIELD
STATE: MA
ZIP: 01940
BUSINESS PHONE: 7812242411
MAIL ADDRESS:
STREET 1: 7 KIMBALL LANE
STREET 2: BUILDING A
CITY: LYNNFIELD
STATE: MA
ZIP: 01940
FORMER COMPANY:
FORMER CONFORMED NAME: GREENMAN TECHNOLOGIES INC
DATE OF NAME CHANGE: 19941110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Arrow, LLC
CENTRAL INDEX KEY: 0001649633
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13776
FILM NUMBER: 161339677
BUSINESS ADDRESS:
STREET 1: 2747 PARADISE ROAD, SUITE 3604
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: 805-441-7178
MAIL ADDRESS:
STREET 1: 2747 PARADISE ROAD, SUITE 3604
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2016-01-08
0
0000932699
AMERICAN POWER GROUP Corp
APGI
0001649633
Arrow, LLC
2747 PARADISE ROAD, SUITE 3604
LAS VEGAS
NV
89109
0
0
1
0
Common Stock, par value $.01 per share
2016-01-08
4
J
0
46047
0.1108
A
1289126
D
Common Stock, par value $.01 per share
2016-01-08
4
J
0
451264
0.1108
A
1289126
D
Series A 10% Convertible Preferred Stock
0.4
2016-01-08
4
J
0
20.4084
10000
D
Common Stock, par value $.01 per share
510210
0
D
Series B 10% Convertible Preferred Stock
0.4
2016-01-08
4
J
0
200
10000
D
Common Stock, par value $.01 per share
5000000
0
D
Series D-2 Convertible Preferred Stock
0.4
2016-01-08
4
J
0
220.4084
10000
A
Common Stock, par value $.01 per share
5510210
220.4084
D
Series C Convertible Preferred Stock
0.2
2016-01-08
4
J
0
155.795
10000
D
Common Stock, par value $.01 per share
7789726
0
D
Series D-3 Convertible Preferred Stock
0.2
2016-01-08
4
J
0
155.795
10000
A
Common Stock, par value $.01 per share
7789726
155.795
D
Series D Convertible Preferred Stock
0.1
2016-01-08
4
P
0
15
100000
A
Common Stock, par value $.01 per share
15000000
15
D
Common Stock Warrants (Right to Buy)
0.1
2016-01-08
4
P
0
15000000
0.1
A
2016-01-08
2021-01-08
Common Stock, par value $.01 per share
15000000
15000000
D
Arrow, LLC received 451,264 shares of Common Stock as a payment-in-kind dividend on 200 shares of the Series B 10% Convertible Preferred Stock owned at the time of the dividend payment date.
Arrow, LLC received 46,047 shares of Common Stock as a payment-in-kind dividend on 20.4084 shares of the Series A Preferred Stock owned at the time of the dividend payment date.
Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series A 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D 2 Convertible Preferred Stock.
Shares of Series A 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Shares of Series B 10% Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Shares of Series D-2 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Shares of Series C Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Shares of Series D-3 Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Shares of Series D Convertible Preferred Stock have no expiration date and are convertible at the respective holders' election.
Pursuant to the terms of the Securities Purchase Agreement, dated as of January 8, 2016, among American Power Group Corporation, Arrow, Associated Private Equity, and a third accredited investor identified on the signature pages thereto, Arrow exchanged all of the shares of Series C Convertible Preferred Stock of American Power Group Corporation owned by Arrow for an equal number of shares of a new Series D-3 Convertible Preferred Stock.
If American Power Group Corporation has not filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 200,000,000 to 350,000,000 shares by January 8, 2018, then the Warrants will remain exercisable until January 8, 2026.
Matthew van Steenwyk, Director, on behalf of Arrow, LLC
2016-01-12