Current Report Filing (8-k)
February 04 2021 - 9:45AM
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
Date of Report (Date of earliest event reported)
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January 21, 2021
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PACIFIC
GREEN TECHNOLOGIES INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-54756
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n/a
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Suite
10212, 8 The Green Dover, DE
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19901
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code (302) 601-4659
N/A
(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:
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☐
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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 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common Shares
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PGTK
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OTC Markets
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Compensatory Arrangements of Certain Officers.
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Item 3.02
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Unregistered Sales of Equity Securities
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On January 15, 2020 Pacific Green Technologies
Inc. (“we”, “us”, “our”, the “Company”) entered into an Employment Agreement with
Mr. Richard Fraser-Smith to become Chief Financial Officer of our Company. The Agreement was subsequently amended on December 8,
2020. Pursuant to the Agreement, Mr. Fraser-Smith is entitled to receive, among other compensation, stock options to purchase 25,000
common shares at a 25% discount to the average trading price in the 30 days prior to the first anniversary of the Agreement, exercisable
for 12 months after the first anniversary of the Agreement.
Accordingly, effective January 21, 2021, we
issued the options to purchase 25,000 common shares to Mr. Fraser-Smith. The securities were issued to one non-US person (as that
term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.
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.
PACIFIC GREEN TECHNOLOGIES
INC.
/s/ Scott
Poulter
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Scott Poulter
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Chief Executive Officer and Director
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Date:
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February 3, 2021
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