Current Report Filing (8-k)
August 18 2017 - 3:15PM
Edgar (US Regulatory)
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
August
14, 2017
Date
of Report
Q2POWER
TECHNOLOGIES INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
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000-55148
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20-1602779
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(I.R.S. Employer
Identification No.)
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420
Royal Palm Way, #100
Palm
beach, FL 33480
(Address
of Principal Executive Offices)
(561)
693-1423
(Registrant’s
Telephone Number, including area code)
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
August 14, 2017, Q2Power Technologies Inc. (the “Company” or “Q2P”) closed a Technology Transfer and Assignment
Agreement (the “Transfer Agreement”) with Phoenix Power Group LLC (“Phoenix”) to transfer to Phoenix all
of the Company’s technology and materials associated with Q2P’s external combustion engine, controls and auxiliary
systems (the “Q2P Technology”), developed both in conjunction with its Amended and Restated License Agreement dated
July 15, 2014 (“License Agreement”) with Cyclone Power Technologies, Inc. (“Cyclone”) and such other Q2P
Technology developed independently from the License Agreement. Pursuant to a consent from Cyclone, the Company also transferred
and assigned the License Agreement to Phoenix. In consideration for the transfer and assignment, Phoenix satisfied and provided
releases for approximately $162,000 in past liabilities of Q2P associated with the development of the Q2P Technology, made certain
other payments to the Company’s prior engine manufacturer, and provided full releases from liability from both Phoenix and
Cyclone.
The
above description of the Transfer Agreement and the transaction generally is qualified in its entirety by the actual agreement
filed as Exhibit 10.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits.
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10.1
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Technology
Transfer and Assignment Agreement with Phoenix Power Group LLC
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
Q2POWER
TECHNOLOGIES INC.
Date:
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August
18, 2017
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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President
and General Counsel
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