APGI / American Power Group Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

APGI / American Power Group Corp. 15-12G

UNITED STATES OMB Number: 3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2021 Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 15, 2018 (August 10, 2018) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-137

Amendment to Promissory Notes and Wavier, dated as of May 31, 2018, among American Power Group Corporation and the holders of such Notes.

Exhibit 10.4 AMENDMENT to Promissory NoteS AND WAIVER THIS AMENDMENT TO PROMISSORY NOTES AND WAIVER (this “Amendment”) is made as of the 31st day of May, 2018, among American Power Group Corporation, a Delaware corporation (the “Company”), and the parties who execute the signature page hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the N

Change in Terms Agreement, dated as of June 7, 2018, among American Power Group, Inc. and Iowa State Bank

AGI Guaranty, dated as of May 31, 2018, among American Power Group Corporation and Advanced Green Innovations, LLC.

Exhibit 10.2 AGI GUARANTY This Guaranty (this “Guaranty”) is made as of May 31, 2018, by Advanced Green Innovations, LLC, a Nevada limited liability company (the “Guarantor”) and American Power Group Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings assigned such terms in the Purchase Agreement (as defined below). R E C I T A

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 31, 2018 (June 7, 2018) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-

Amended and Restated Voting Agreement, dated as of May 31, 2018, among American Power Group Corporation and the investors named therein.

Exhibit 10.3 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of May, 2018 (the “Effective Date”) by and among (i) American Power Group Corporation, a Delaware corporation (the “Company”), (ii) the holders of the Company’s Subordinated Contingent Convertible Promissory Notes (the “Notes”), (iii) the hold

Common Stock Purchase Agreement, dated May 31, 2018, between American Power Group Corporation and Dual Fuel, LLC.

Exhibit 10.1 COMMON STOCk PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of May 31, 2018, between American Power Group Corporation, a Delaware corporation (the “Company”), and Dual Fuel, LLC, an Arizona limited liability company (the “Purchaser”). The Purchaser and the Company individually and jointly may also be referred to as “Party” or “Parties”. WHEREAS,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): May 3, 2018 (May 9, 2018) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporat

Patent and Technology Purchase Agreement, between American Power Group, Inc., M&R Development, Inc. and Clean Power Technology, LLC, dated as of May 4, 2018.

EXHIBIT 10.2 PATENT AND TECHNOLOGY PURCHASE AGREEMENT This Patent and Technology Installment Purchase Agreement (the “Agreement”) is made as of the 4th day of May, 2018 (the “Effective Date”), by and among M&R Development, Inc., an Iowa corporation, having a principal place of business at 61 Smith Circle, Algona Iowa, 50511 (“M&R”), Clean Power Technology LLC, an Iowa limited liability company, ha

Binding Letter of Intent, between American Power Group Corporation, American Power Group Inc., Dual Fuel, LLC and Advanced Green Innovation, dated as of May 3, 2018.

Exhibit 10.1 May 3, 2018 Dual Fuel, LLC 7030 W. Oakland Street, Suite 101 Chandler, AZ 85226 Attn: Kenneth Losch, Manager Dear Mr. Losch: This binding letter of intent (the “Letter”) sets forth the basic terms and conditions of the acquisition (the “Transaction”) by Dual Fuel, LLC, an Arizona limited liability company, (the “Buyer”) from American Power Group, Inc., an Iowa corporation (“APGI”) and

APGI / American Power Group Corp. / Spring Mountain Capital, Llc - SC 13D/A Activist Investment

SC 13D/A 1 smcsc13da122217.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 6) AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 39537

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 20, 2017 (December 13, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

Change in Terms Agreement, dated as of December 15, 2017, among American Power Group, Inc. and Iowa State Bank

Unsecured Promissory Note in the amount of $15,329.67, dated as of October 6, 2017, among American Power Group, Inc. and Arrow, LLC

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

Unsecured Promissory Note in the amount of $41,352.24, dated as of November 9, 2017, among American Power Group, Inc. and Arrow, LLC

Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

Unsecured Promissory Note in the amount of $41,352.24, dated as of November 10, 2017, among American Power Group, Inc. and Associated Private Equity

Exhibit 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

Unsecured Promissory Note in the amount of $15,329.67, dated as of October 6, 2017, among American Power Group, Inc. and Associated Private Equity

Exhibit 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

Change in Terms Agreement, dated as of November 21, 2017, among American Power Group, Inc. and Iowa State Bank

Amendment to Promissory Notes, dated as of October 26, 2017, among American Power Group Corporation and the holders of such Notes

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): November 22, 2017 (October 6, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of

Change in Terms Agreement, between American Power Group, Inc. and Iowa State Bank, dated as of December 18, 2017

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): October 24, 2017 (October 18, 2017 and October 20, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or O

American Power Group (Current Report/Significant Event)

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): September 20, 2017 (September 15, 2017 and September 18, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdi

Change in Terms Agreement, between American Power Group, Inc. and Iowa State Bank, dated as of September 14, 2017

RESTATED CERTIFICATE OF INCORPORATION GREENMAN TECHNOLOGIES, INC.

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GREENMAN TECHNOLOGIES, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, GreenMan Technologies, Inc. has adopted this Restated Certificate of Incorporation restating its Certificate of Incorporation (originally filed on June 27, 1995 and amended or supplemented by a Certificate of Merger filed June 29, 1995, a

AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Approved by the Stockholders on May 24, 2017

Exhibit 10.3 AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Approved by the Stockholders on May 24, 2017 1. Section 4 of the 2016 Stock Option Plan (the “Plan”) of American Power Group Corporation (the “Company”) is hereby amended in its entirety to read as follows: 4. Stock. The stock subject to Options shall be authorized but unissued shares of Common Stock of the Compan

APGI / American Power Group Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 American

American Power Group (Current Report/Significant Event)

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): August 16, 2017 (August 15, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-137

American Power Group Provides Update On Corporate Realignment - Continued Low Priced Oil Negatively Impacting Operations and Revenue Opportunities - - Board Evaluating Immediate Closure of Operations -

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CEO/CFO American Power Group Corporation 781-224-2411 [email protected] American Power Group Provides Update On Corporate Realignment - Continued Low Priced Oil Negatively Impacting Operations and Revenue Opportunities - - Board Evaluating Immediate Closure of Operations - Lynnfield, MA ? Augus

American Power Group 0-Q

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 CUSIP Number: 02906V 102 NOTIFICATION OF LATE FILING ((Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on For

AMENDMENT to Promissory NoteS

eXHIBIT 10.1 AMENDMENT to Promissory NoteS THIS AMENDMENT TO PROMISSORY NOTES (this ?Amendment?) is made as of the 26th day of July, 2017, among American Power Group Corporation, a Delaware corporation (the ?Company?), and the parties who execute the signature page hereto. WHEREAS, the Company has issued its subordinated contingent convertible promissory notes in the aggregate principal amount of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 27, 2017 (July 26, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 7

American Power Group (Current Report/Significant Event)

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): June 19, 2017 (May 26, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71

American Power Group Announces Corporate Realignment And Senior Management Changes - Migration To A Technology Licensing and Master Distributorship Model Versus Direct Sale Approach To Be Implemented - - CFO Chuck Coppa To Assume Additional Role as C

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Announces Corporate Realignment And Senior Management Changes - Migration To A Technology Licensing and Master Distributorship Model V

Amendment to Convertible note PURCHASE AGREEMENT

Exhibit 10.1 Amendment to Convertible note PURCHASE AGREEMENT This Amendment, dated May 26, 2017 (this ?Amendment?) amends the Convertible Note Purchase Agreement dated as of January 27, 2017 (the ?Agreement?) among American Power Group Corporation, a Delaware corporation (the ?Company?), and the purchasers identified in the Agreement (each, a ?Purchaser? and collectively the ?Purchasers?). Capita

CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) American Power Group Corporation (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as foll

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 30, 2017 (May 24, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 16, 2017 (May 15, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-

American Power Group Corporation Reports Second Quarter Fiscal 2017 Results -Oil and Gas Stationary DF Conversions Drive Highest Overall Quarterly Revenue in 2.5 Years-

EXHIBIT 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports Second Quarter Fiscal 2017 Results -Oil and Gas Stationary DF Conversions Drive Highest Overall Quarterly Revenue

American Power Group (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 America

AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 2 Adopted by the Board of Directors on March 14, 2017

Exhibit 10.14 AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 2 Adopted by the Board of Directors on March 14, 2017 1. Section 4 of the 2016 Stock Option Plan (the ?Plan?) of American Power Group Corporation (the ?Company?) is hereby amended in its entirety to read as follows: 4. Stock. The stock subject to Options shall be authorized but unissued shares of Common Stock of th

American Power Group (Current Report/Significant Event)

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): April 18, 2017 (April 18, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776

American Power Group Corporation’s Letter to Shareholders Annual Shareholders’ Meeting Date Set For May 24, 2017

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation’s Letter to Shareholders Annual Shareholders’ Meeting Date Set For May 24, 2017 Lynnfield, MA – April 18, 2017 – American

American Power Group 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [X] Definitive

American Power Group 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement. [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [ ] Definitive

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 9) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk 2747 Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and T

American Power Group Corporation Common Stock Purchase Warrant

NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.

American Power Group (Current Report/Significant Event)

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): February 16, 2017 (February 14, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

With the exception of the historical information described today in this call, the matters described herein today contain forward-looking statements and opinions including but not limited to statements relating to new markets, development, introducti

Exhibit 99.1 Company: American Power Group Corp Conference Title: American Power Group Announces First Quarter Fiscal 2017 Results Moderator: Chuck Coppa Date: Tuesday, February 14, 2017 Conference Time: 09:00 CT Operator: Please stand by. We’re about to begin. Good morning ladies and gentlemen and welcome to the American Power Group announces first quarter fiscal 2017 results. This call is being

American Power Group Corporation Reports First Quarter Fiscal 2017 Results

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports First Quarter Fiscal 2017 Results Lynnfield, MA ?February 14, 2017 ? American Power Group Corporation (OTCQB: APGI

American Power Group (Current Report/Significant Event)

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): February 15, 2017 (February 14, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

American Power Group (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 Amer

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 10, 2017 (January 17, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-

American Power Group: American Power Group Announces Fourth Quarter

American Power Group: American Power Group Announces Fourth Quarter Company: American Power Group Corporation Conference Title: American Power Group Announces Fourth Quarter Moderator: Chuck Coppa Date: 9:00 CT Operator: Please standby, we’re about to begin.

FORBEARANCE, WAIVER AND AMENDMENT agreement

Exhibit 10.5 FORBEARANCE, WAIVER AND AMENDMENT agreement This Forbearance, Waiver and Amendment Agreement (this ?Agreement?) is entered into as of January 27, 2017, by and among WPU Leasing, LLC, a Delaware limited liability company (?WPU?), with an address at 650 Madison Avenue, 20th Floor, New York, NY 10022, American Power Group, Inc., an Iowa corporation (the ?Company?), with its principal pla

AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS sERIES E CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF sERIES E CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware American Power Group Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), p

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 3, dated as of January 27, 2017 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (as previously amended, the “Agreement”), is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the other parties thereto. Capitalized terms that are used in this Am

Convertible note PURCHASE AGREEMENT

Exhibit 10.1 Convertible note PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this “Agreement”) is dated as of January 27, 2017, between American Power Group Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

SUBORDINATION AGREEMENT

Exhibit 10.9 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this ?Subordination Agreement?) is entered into as of January 27, 2017, among IOWA STATE BANK (?Senior Lender?), the parties who have executed this Agreement as ?Junior Lenders?, together with such additional parties who may execute a counterpart signature page hereto (collectively, ?Junior Lenders?), and AMERICAN POWER GROUP CORPO

American Power Group Corporation Common Stock Purchase Warrant

Exhibit 10.3 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, PL

AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (the ?Agreement?) is made and entered into as of this 27th day of January, 2017 by and among (i) American Power Group Corporation, a Delaware corporation (the ?Company?), (ii) the holders of the Company?s Subordinated Contingent Convertible Promissory Notes (the ?Notes?), and (iii) the holders of the Comp

SECURITY ASSIGNMENT AGREEMENT

Exhibit 10.8 SECURITY ASSIGNMENT AGREEMENT THIS SECURITY ASSIGNMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 27th day of January, 2017 by and among American Power Group Corporation, a Delaware corporation (the ?Company?), and (ii) the parties identified on Schedule A hereto (together with any subsequent parties, or transferees, who become parties hereto as ?Investors? pursu

American Power Group Corporation Common Stock Purchase Warrant

Exhibit 10.6 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, PL

AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Adopted by the Board of Directors on January 16, 2017

Exhibit 10.10 AMERICAN POWER GROUP CORPORATION 2016 STOCK OPTION PLAN Amendment No. 1 Adopted by the Board of Directors on January 16, 2017 1. Section 4 of the 2016 Stock Option Plan (the “Plan”) of American Power Group Corporation (the “Company”) is hereby amended in its entirety to read as follows: 4. Stock. The stock subject to Options shall be authorized but unissued shares of Common Stock of

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 1, 2017 (January 27, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1

American Power Group Announces Completion of a $2.6 Million Private Placement Round With Several Existing Shareholders and Investors Affiliated With Members of its Board of Directors -New Capital Will Accelerate APG’s Exit From The Oil Crisis And Sup

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

SUBORDINATED CONTINGENT CONVERTIBLE PROMISSORY NOTE AMERICAN POWER GROUP CORPORATION

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

American Power Group Corporation Amendment Number 1 To Employment Agreement

EXHIBIT 10.1 American Power Group Corporation Amendment Number 1 To Employment Agreement WHEREAS, American Power Group Corporation (the ?Company?) and Maury Needham entered an Employment Agreement on April 1, 2003; WHEREAS, the Company desires to make certain changes to the Employment Agreement; WHEREAS, Maury Needham will consider certain changes to the Employment Agreement; WHEREAS, Paragraph 11

American Power Group Corporation Amendment Number 1 To Employment Agreement

EXHIBIT 10.3 American Power Group Corporation Amendment Number 1 To Employment Agreement WHEREAS, American Power Group Corporation (the ?Company?) and Chuck Coppa entered an Employment Agreement on April 25, 2016; WHEREAS, the Company desires to make certain changes to the Employment Agreement; WHEREAS, Chuck Coppa will consider certain changes to the Employment Agreement; WHEREAS, Paragraph 11.2

American Power Group Corporation Amendment Number 1 To Employment Agreement

EXHIBT 10.2 American Power Group Corporation Amendment Number 1 To Employment Agreement WHEREAS, American Power Group Corporation (the ?Company?) and Lyle Jensen entered an Employment Agreement on April 25, 2016; WHEREAS, the Company desires to make certain changes to the Employment Agreement; WHEREAS, Lyle Jensen will consider certain changes to the Employment Agreement; WHEREAS, Paragraph 11.2 o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 20, 2017 (January 11, 2017) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1

American Power Group (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 American Po

American Power Group Corporation Common Stock Purchase Warrant

EX-10.88 2 ex10-88.htm Exhibit 10.88 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURI

American Power Group 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 CUSIP Number: 02906V 102 NOTIFICATION OF LATE FILING ((Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNSECURED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS.

American Power Group (Current Report/Significant Event)

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): November 28, 2016 (November 18, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

exhibit991pressreleaseof News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

EX-10.6

EX-10.6 7 exhibit106businessloanag.htm EXHIBIT 10.6 BUSINESS LOAN AGREEMENT

EX-10.5

exhibit105commercialsecu

EX-10.7

exhibit107revolvingpromi

EX-10.10

EX-10.10 10 exhibit1010commercialgua.htm EXHIBIT 10.10 COMMERCIAL GUARANTY BRAVERMAN

COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION

EX-10.2 3 exhibit102vansteenwykwarra.htm EXHIBIT 10.2 WARRANT VAN STEENWYK Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACC

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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): September 19, 2016 (September 13, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incor

COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION

Exhibit Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV

EX-10.4

exhibit104isbtermpromiss

EX-10.9

exhibit109commercialguar

EXHIBIT 10.1

exhibit101creditsupporta EXHIBIT 10.1

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

UNSECURED PROMISSORY NOTE

EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

JOINT FILING AGREEMENT

Exhibit 10 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned persons, on September 1, 2016, hereby agree and consent to the joint filing on their behalf of this Schedule 13D (including any amendments thereto) in connection with their beneficial ownership of the Common Stock of American Power Group Corporation.

American Power 8-K PRIVATE PLACEMENT (Current Report/Significant Event)

Document 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): August 24, 2016 (July 5, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation)

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

Exhibit EXHIBIT 10.3 EXHIBIT A AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 3, dated as of July 5, 2016 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (the “Agreement”), as previously amended, is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the other parties thereto. Capitalized terms that are u

SECURITIES PURCHASE AGREEMENT

Exhibit EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ? Agreement ?) is dated as of July 5, 2016, between American Power Group Corporation, a Delaware corporation (the ? Company ?), and each purchaser identified on the signature pages hereto (each, a ? Purchaser ? and collectively the ? Purchasers ?). The Purchasers and Company individually and jointly may als

SERIES 2016 COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION

Exhibit EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV

SECURITIES PURCHASE AGREEMENT

Exhibit EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ? Agreement ?) is dated as of July 5, 2016, between American Power Group Corporation, a Delaware corporation (the ? Company ?), and each purchaser identified on the signature pages hereto (each, a ? Purchaser ? and collectively the ? Purchasers ?). The Purchasers and Company individually and jointly may als

SERIES 2016 COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION

Exhibit EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

Exhibit EXHIBIT 10.3 EXHIBIT A AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 3, dated as of July 5, 2016 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (the “Agreement”), as previously amended, is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the other parties thereto. Capitalized terms that are u

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

exhibit991apgreleasefy63 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

Regulation FD Disclosure, Financial Statements and Exhibits

Document 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): August 22, 2016 (August 22, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporati

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

exhibit991apgreleasefy63 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

Regulation FD Disclosure, Financial Statements and Exhibits

Document 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): August 22, 2016 (August 22, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporati

RESTATED CERTIFICATE OF INCORPORATION GREENMAN TECHNOLOGIES, INC.

Exhibit EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GREENMAN TECHNOLOGIES, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, GreenMan Technologies, Inc. has adopted this Restated Certificate of Incorporation restating its Certificate of Incorporation (originally filed on June 27, 1995 and amended or supplemented by a Certificate of Merger filed June 29,

American Power 10-Q AMERICAN POWER GROUP JUNE 2016 (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 Ame

American Power 10-Q AMERICAN POWER GROUP JUNE 2016 (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 Ame

RESTATED CERTIFICATE OF INCORPORATION GREENMAN TECHNOLOGIES, INC.

Exhibit EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GREENMAN TECHNOLOGIES, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, GreenMan Technologies, Inc. has adopted this Restated Certificate of Incorporation restating its Certificate of Incorporation (originally filed on June 27, 1995 and amended or supplemented by a Certificate of Merger filed June 29,

UNSECURED PROMISSORY NOTE

EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

UNSECURED PROMISSORY NOTE

Exhibit EXHIBIT 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN

UNSECURED PROMISSORY NOTE

EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

UNSECURED PROMISSORY NOTE

Exhibit EXHIBIT 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN

UNSECURED PROMISSORY NOTE

EXHIBIT 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

UNSECURED PROMISSORY NOTE

EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

UNSECURED PROMISSORY NOTE

EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

American Power NT 10-Q NOTIFICATION OF LATE FILING 6/30/16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 CUSIP Number: 02906V 102 NOTIFICATION OF LATE FILING ((Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

American Power NT 10-Q NOTIFICATION OF LATE FILING 6/30/16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 CUSIP Number: 02906V 102 NOTIFICATION OF LATE FILING ((Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

AMENDED AND RESTATED VOTING AGREEMENT

Exhibit EXHIBIT 10.1 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (the ? Agreement ?) is made and entered into as of this 8th day of January, 2016 by and among American Power Group Corporation, a Delaware corporation (the ? Company ?), and the holders of the Company?s 10% Convertible Preferred Stock (the ? Series A Preferred Stock ?), Series D Convertible Prefer

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] Power Grou

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Appoints Jim Harger As A New Board Member Lynnfield, MA - July 12, 2016 - American Power Group Corporation (OTCQB: APGI) annou

American Power 8-K ADDITION OF DIRECTOR J HARGER (Current Report/Significant Event)

Document 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): July 11, 2016 (July 5, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

AMENDMENT NO. 2 TO LEASE AGREEMENT

EXHIBIT 10.11 AMENDMENT NO. 2 TO LEASE AGREEMENT This Amendment No. 2 to Lease Agreement (the “Amendment”) is made and entered into as of the 22nd day of March, 2016 (the “Effective Date”) by and between American Power Group Corporation (f/k/a GreenMan Technologies, Inc.) as successor Lessee (the “Lessee”) to GreenMan Technologies of Georgia, Inc., a Georgia corporation, pursuant to a certain Assi

March 22, 2016

Exhibit 10.12 March 22, 2016 Mr. Art McLean Mart Management, Inc. P.O. Box 664 Derry, NH 03038 Regarding: Notice of Termination of Lease for 138B Sherrel Avenue, Jackson, Georgia Property Dear Art, Per our discussion, pursuant to Section 2 of the lease agreement, as amended, between American Power Group Corporation and Mart Management, Inc., please consider this formal notice of termination of the

APGI / American Power Group Corp. 10-Q - Quarterly Report - 10-Q AMERICAN POWER GROUP MARCH 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 American Po

American Power Group 8-K 3.31.16 RESULT OF OPERATIONS - SHAREHOLDER VOTE (Current Report/Significant Event)

SEC Document 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): May 18, 2016 (May 13, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

exhibit991apgpressreleas News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

SEC Exhibit EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) American Power Group Corporation (hereinafter called the “ Corporation ”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby c

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa May 16, 2016 9:00 am CT

SEC Exhibit AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 05-16-16/9:00 am CT Confirmation # 9451133 EXHIBIT 99.

American Power Group NT 10-Q NOTIFICATION OF LATE FILING

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 CUSIP Number: 02906V 102 NOTIFICATION OF LATE FILING ((Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

AMENDMENT NO. 5 UNSECURED PROMISSORY NOTE

Exhibit EXHIBT 10.1 AMENDMENT NO. 5 TO UNSECURED PROMISSORY NOTE This instrument is Amendment No. 5 (this ? Amendment ?), dated as of April 26, 2016 to the Unsecured Promissory Note dated as of September 17, 2010 (the ? Promissory Note ?) issued by American Power Group, Inc. (formerly GreenMan Technologies, Inc.) (the ? Company ?) to Charles E. Coppa (the ? Holder ?). Terms used in this Amendment

American Power Group 8-K AMENDED AND RESTATED NOTE COPPA #5 (Current Report/Significant Event)

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): May 2, 2016 (April 26, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1377

AMERICAN POWER GROUP CORPORATION Employment Agreement

EX-10.1 2 employmentagreement-jensen.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT-JENSEN AMERICAN POWER GROUP CORPORATION Employment Agreement THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of April 25, 2016, by and between American Power Group Corporation, a Delaware corporation (the “Company”), and Lyle E. Jensen (the “Employee”); WHEREAS, the Company desires to continue the employment of the Em

American Power Group 8-K EMPLOYMENT AGREEMENT (Current Report/Significant Event)

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): April 28, 2016 (April 25, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1

AMERICAN POWER GROUP CORPORATION Employment Agreement

Exhibit AMERICAN POWER GROUP CORPORATION Employment Agreement THIS EMPLOYMENT AGREEMENT (?Agreement?), effective as of April 25, 2016, by and between American Power Group Corporation, a Delaware corporation (the ?Company?), and Charles E.

American Power Group 8-K ANNUAL MEETING AND SHAREHOLDER LETTER (Current Report/Significant Event)

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): April 26, 2016 (April 26, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

a042616apgcannualmeeting News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 15, 2016 (April 20, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-1

EX-10.1

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American Power Group DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Definitive P

American Power Group PRE 14A PROXY STATEMENT

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Definitive P

American Power Group 8-K CONFERENCE CALL TRANSCRIPT (Current Report/Significant Event)

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): February 24, 2016 (February 11, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporatio

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa February 11, 2016 9:00 am CT

Exhibit AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 02-11-16/9:00 am CT Confirmation # 5014147 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa February 11, 2016 9:00 am CT Operator: Please stand by we are about to begin.

News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Gro

apgpressreleasefy2016q1r News Release FOR IMMEDIATE RELEASE Investor Relations Contacts: Chuck Coppa, CFO American Power Group Corporation 781-224-2411 ccoppa@americanpowergroupinc.

American Power Group 8-K EARNINGS RELEASE (Current Report/Significant Event)

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): February 12, 2016 (February 11, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporatio

APGI / American Power Group Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 American

APGI / American Power Group Corp. / Spring Mountain Capital, Llc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Spring Mountain Capital, LP 65 East 55th Street, 33rd Floor New York, NY 10022 Tel.: (212) 292-8300 (Name

EX-10.1

EX-10.1 2 exhibit101iowastatebankl.htm EXHIBIT 10.1 LOAN EXTENSION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 25, 2016 (January 15, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation)

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa January 14, 2016 9:00 am CT

Exhibit AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 01-14-16/9:00 am CT Confirmation # 539430 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa January 14, 2016 9:00 am CT Operator: Please standby, we?re about to begin.

American Power Group 8-K CONFERENCE CALL TRANSCRIPT (Current Report/Significant Event)

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): January 20, 2016 (January 14, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation)

American Power Group Corporation Reports Fourth Quarter And Fiscal 2015 Results

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports Fourth Quarter And

American Power Group 8-K 9/30/15 RESULTS OF OPERATIONS (Current Report/Significant Event)

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): January 13, 2016 AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-0724248

SECURED PROMISSORY NOTE $884,500.00 August 12, 2015

Exhibit 10.74 SECURED PROMISSORY NOTE $884,500.00 August 12, 2015 FOR VALUE RECEIVED, the undersigned, American Power Group, Inc., an Iowa corporation with its principal address located at 2503 E. Poplar Street, Algona, Iowa 50511 (the “Maker”), hereby promises to pay to the order of Trident Resources LLC, a North Dakota limited liability company with its principal address located at 110 Main Stre

APGI / American Power Group Corp. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13776 American Power

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.91 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 2, dated as of January 8, 2016 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (the “Agreement”), is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the other parties thereto. Capitalized terms that are used in this Amendment without definit

EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.71 EXCLUSIVE LICENSE AGREEMENT This License Agreement (this “Agreement”) is made as of the 12th day of August 2015 (“Effective Date”), by and between Trident Resources LLC, a North Dakota limited liability company with its principal address located at 110 Main Street, P.O. Box 45, Turtle Lake, North Dakota 58575 (the “Licensor”) and American Power Group, Inc., an Iowa corporation with i

AMENDMENT TO WARRANTS

Exhibit 10.89 AMENDMENT TO WARRANTS This Amendment to Warrants (this “Amendment”), dated as of January 8, 2016 (the “Effective Date”), is by and between American Power Group Corporation, a Delaware corporation (the “Company”), and the party identified on the signature page to this Amendment (the “Purchaser”). WHEREAS, the Purchaser is a party to that certain Securities Purchase Agreement dated as

EQUIPMENT PURCHASE AGREEMENT

Exhibit 10.72 EQUIPMENT PURCHASE AGREEMENT EQUIPMENT PURCHASE AGREEMENT dated as of August 12, 2015, by and between American Power Group, Inc., an Iowa corporation (the “Buyer”), and Trident Resources LLC, a North Dakota limited liability company (the “Seller”). WHEREAS, the Seller desires to sell to the Buyer, and the Buyer wishes to acquire from the Seller, certain equipment and other assets as

AMERICAN POWER GROUP, INC. Employment Agreement

EXHIBIT 10.77 AMERICAN POWER GROUP, INC. Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of the first day of employment or August 13, 2015 (the “Effective Date’), by and between American Power Group, Inc., an Iowa corporation (the “Company”) and Thomas K. Lockhart (the “Employee”). WHEREAS, the Company desires the employment of the Employee and the Employee desir

Secured Financing Agreement

Exhibit 10.78 Secured Financing Agreement THIS SECURED FINANCING AGREEMENT (this “Agreement”) is made this 24th day of August, 2015, by and among WPU Leasing, LLC, a Delaware limited liability company (“WPU”), with an address at 650 Madison Avenue, 20th Floor, New York NY 10022, American Power Group, Inc., an Iowa corporation (the “Company”), with its principal place of business at 2503 Poplar Str

Secured Loan Agreement

Exhibit 10.79 Secured Loan Agreement THIS SECURED LOAN AGREEMENT (“this Agreement”) is made this 24th day of August, 2015, by and between WPU LEASING, LLC, a Delaware limited liability company (“Lender”), with an address at 650 Madison Avenue, 20th Floor, New York, NY 10022, and AMERICAN POWER GROUP, INC., an Iowa corporation (“Borrower”), with its principal place of business at 2503 Poplar Street

SECURED TERM NOTE #1 $1,400,000 August 24, 2015 New York, New York

Exhibit 10.80 SECURED TERM NOTE #1 $1,400,000 August 24, 2015 New York, New York FOR VALUE RECEIVED, AMERICAN POWER GROUP, INC., an Iowa corporation with its principal place of business located at 2503 Poplar Street, P.O. Box 187, Algona IA 50511 (“Borrower”), promises to pay to the order of WPU LEASING, LLC (together with any subsequent holders of this Note, the "Lender"), at the Lender's princip

FORBEARANCE AND WAIVER AGREEMENT

Exhibit 10.84 FORBEARANCE AND WAIVER AGREEMENT This Forbearance and Waiver Agreement (this “Agreement”) is entered into as of January 8, 2016, by and among WPU Leasing, LLC, a Delaware limited liability company (“WPU”), with an address at 650 Madison Avenue, 20th Floor, New York NY 10022, American Power Group, Inc., an Iowa corporation (the “Company”), with its principal place of business at 2503

SECURED TERM NOTE #2 $500,000 October 9, 2015 New York, New York

EXHIBIT 10.81 SECURED TERM NOTE #2 $500,000 October 9, 2015 New York, New York FOR VALUE RECEIVED, AMERICAN POWER GROUP, INC., an Iowa corporation with its principal place of business located at 2503 Poplar Street, P.O. Box 187, Algona IA 50511 (“Borrower”), promises to pay to the order of WPU LEASING, LLC (together with any subsequent holders of this Note, the "Lender"), at the Lender's principal

APGI / American Power Group Corp. / Van Steenwyk Matthew - MATTHEW VAN STEENWYK SC 13DA 1-8-2016 (AMERICAN POWER) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

RESTATED CERTIFICATE OF INCORPORATION GREENMAN TECHNOLOGIES, INC.

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GREENMAN TECHNOLOGIES, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, GreenMan Technologies, Inc. has adopted this Restated Certificate of Incorporation restating its Certificate of Incorporation (originally filed on June 27, 1995 and amended or supplemented by a Certificate of Merger filed June 29, 1995, a

SECURED PROMISSORY NOTE $832,000.00 August 12, 2015

Exhibit 10.73 SECURED PROMISSORY NOTE $832,000.00 August 12, 2015 FOR VALUE RECEIVED, the undersigned, American Power Group, Inc., an Iowa corporation with its principal address located at 2503 E. Poplar Street, Algona, Iowa 50511 (the “Maker”), hereby promises to pay to the order of Trident Resources LLC, a North Dakota limited liability company with its principal address located at 110 Main Stre

SECURITIES PURCHASE AGREEMENT

Exhibit 10.86 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 8, 2016, between American Power Group Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”). The Purchasers and Company individually and jointly may also be referre

American Power Group Corporation Common Stock Purchase Warrant Warrant - ______ August 24, 2015

Exhibit 10.83 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, P

GUARANTY

Exhibit 10.82 GUARANTY (UNLIMITED) THIS GUARANTY is entered into as of the 24th day of August, 2015 by the undersigned, a corporation organized under the laws of Delaware (the “Guarantor”) in favor of WPU Leasing, LLC, a Delaware limited liability company 02370 (the “Lender”). A. Guaranty of Payment and Performance of Obligations: In consideration of the Lender's making loans to American Power Gro

AMENDMENT TO WARRANTS

Exhibit 10.90 AMENDMENT TO WARRANTS This Amendment to Warrants (this “Amendment”), dated as of January 8, 2016 (the “Effective Date”), is by and between American Power Group Corporation, a Delaware corporation (the “Company”), and the party identified on the signature page to this Amendment (the “Holder”). WHEREAS, the Company has issued one or more Warrants to the Holder prior to the date hereof;

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

EX-10.85 16 exhibit1085registrationrig.htm EXHIBIT 10.85 REGISTRATION RIGHTS AGREEMENT Exhibit 10.85 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1, dated as of August 24, 2015 (this “Amendment”), to the Registration Rights Agreement dated as of June 2, 2015 (the “Agreement”), is by and among American Power Group Corporation, a Delaware corporation (the “Company”), and the o

SECURITY AGREEMENT

Exhibit 10.70 SECURITY AGREEMENT This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated as of August 12, 2015, is executed by American Power Group, Inc., an Iowa corporation (the “Company”), and Trident Resources LLC, a North Dakota limited liability company (the “Secured Party”). WHEREAS, the Company and the Secured Party have entered i

AMERICAN POWER GROUP CORPORATION Stockholder Consent, Amendment to Securities Purchase Agreements and Waiver

Exhibit 10.92 AMERICAN POWER GROUP CORPORATION Stockholder Consent, Amendment to Securities Purchase Agreements and Waiver I. 10% Convertible Preferred Stock, Series B 10% Convertible Preferred Stock and Series C Convertible Preferred Stock (Voting Together) The undersigned, being the holders (the “Holders”) of (i) at least 67% of the shares of 10% Convertible Preferred Stock (the “Series A Prefer

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8kseriesdfinancing.htm 8-K SERIES D FINANCING 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): January 12, 2016 (January 8, 2016) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWAR

American Power Group Announces Completion of a $2.2 Million Private Placement With Several Existing Shareholders and Investors Affiliated With Members of its Board of Directors

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Announces Completion of a $2.2 Mi

American Power Group NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-13776 Cusip Number: 02906V 102 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

AMENDMENT NO. 4 UNSECURED PROMISSORY NOTE

Exhibit EXHIBIT 10.3 AMENDMENT NO. 4 TO UNSECURED PROMISSORY NOTE This instrument is Amendment No. 4 (this “Amendment”), dated as of September 30, 2015 to the Unsecured Promissory Note dated as of September 17, 2010 (the “Promissory Note”) issued by American Power Group, Inc. (formerly GreenMan Technologies, Inc.) (the “Company”) to Charles E. Coppa (the “Holder”). Terms used in this Amendment wit

AMENDED AND RESTATED SECURED PROMISSORY NOTE

Exhibit EXHIBIT 10.2 AMENDED AND RESTATED SECURED PROMISSORY NOTE $1,716,500 December 1, 2015 This Amended and Restated Promissory Note (this ? Note ?) amends, restates, replaces and consolidates the Promissory Note dated August 12, 2015 in the principal amount of $832,000 and the Promissory Note dated August 12, 2015 in the principal amount of $884,500, issued by the Maker (as defined below) to t

American Power Group 8-K ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT (Current Report/Significant Event)

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 16, 2015 (December 12, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporatio

TRIDENT RESOURCES LLC Amended and Restated Senior Secured Demand Promissory Note

EX-10.1 2 exhibit101amendedandrestat.htm EXHIBIT 10.1 AMENDED AND RESTATE SENIOR SECURED DEMAND PROMISSORY NOTE EXHIBIT 10.1 TRIDENT RESOURCES LLC Amended and Restated Senior Secured Demand Promissory Note No. S-2 December 1, 2015 This Amended and Restated Senior Secured Demand Promissory Note (this “Note”) amends, restates and replaces the Senior Secured Demand Promissory Note dated June 30, 2015

APGI / American Power Group Corp. / Spring Mountain Capital, Llc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Spring Mountain Capital, LP 65 East 55th Street, 33rd Floor New York, NY 10022 Tel.: (212) 292-8300 (Name

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit EXHIBIT 3.1 AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware American Power Group Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corpora

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS 10% CONVERTIBLE PREFERRED STOCK AMERICAN POWER GROUP CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 10% CONVERTIBLE PREFERRED STOCK OF AMERICAN POWER GROUP CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Charles E. Coppa, hereby certifies that: I. He is the duly elected and acting Chief Financial Officer of American

CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Exhibit EXHIBIT 3.3 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN POWER GROUP CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) American Power Group Corporation (hereinafter called the ? Corporation ?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 a8-kshareholdermeeting10x2.htm 8-K SPECIAL SHARHOLDER MEETING 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): October 23, 2015 (October 21, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its

American Power Group Appoints Chuck Mc Dermott As A New Board Member

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Appoints Chuck Mc Dermott As A New Boa

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-kdepartureofdirector.htm 8-K ADDITION OF DIRECTOR C MCDERMOTT 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): September 29, 2015 AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DE

APGI / American Power Group Corp. / Spring Mountain Capital, Llc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Spring Mountain Capital, LP 65 East 55th Street, 33rd Floor New York, NY 10022 Tel.: (212) 292-8300 (Name

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and

American Power Group Announces Completion of a $3.25 Million Term Loan for the Purchase of Next Generation Natural Gas Flare Capture and Recovery Systems -Next Generation Systems Designed to Meet EPA’s Pending Oil and Gas Methane Flare Reduction Regu

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Announces Completion of a $3.25 Millio

American Power Group 8-K SECURED FINANCING AGREEMENT (Current Report/Significant Event)

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): August 27, 2015 (August 24, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

American Power Group DEFR 14A PROXY STATEMENT

DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ¨ Preliminary Proxy Statement. ¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). x Definitive Pr

American Power Group 8-K TRIDENT LICENSE AND EQUIPMENT PURCHASE (Current Report/Significant Event)

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): August 18, 2015 (August 12, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

American Power Group 8-K RESULTS OF OPERATIONS 6.30.15 (Current Report/Significant Event)

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): August 18, 2015 (August 14, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

News Release FOR IMMEDIATE RELEASE Media Information Contact: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mi

apgpressreleasetridentli News Release FOR IMMEDIATE RELEASE Media Information Contact: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 kdoran@quixotegroup.

American Power Group Corporation Reports Updated Third Quarter Fiscal 2015 Results

Exhibit Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports Updated Third Quar

American Power Group PRE 14A

Schedule 14A - Proxy Statement 8.5.15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rul

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

American Power Group DEF 14A

Schedule 14A - Proxy Statement 7.20.15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Ru

News Release FOR IMMEDIATE RELEASE Media Information Contact: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mi

a1pressreleaseofamerican News Release FOR IMMEDIATE RELEASE Media Information Contact: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 kdoran@quixotegroup.

American Power Group 8-K ADDITION OF DIRECTOR M. VAN STEENWYK (Current Report/Significant Event)

8-K Addition of Director UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

APGI / American Power Group Corp. / Van Steenwyk Matthew - MATTHEW VAN STEENWYK SC 13DA 7-21-2015 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Teleph

Entry into a Material Definitive Agreement

8-K Trident Loan Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

APGI / American Power Group Corp. / Van Steenwyk Matthew Activist Investment

UNITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 American Power Group Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Matthew van Steenwyk Paradise Road, Suite 3604 Las Vegas, NV 89109 (805) 441-7178 (Name, Address and Telephone Number

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa May 20, 2015 8:30 am CT

Exhibit 99.1 - Conf Call Transcript 5-20-15 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 5-20-15/8:30 am Confirmation # 1783003 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa May 20, 2015 8:30 am CT Operator: Please stand by we're about to begin. Good morning ladies and gentlemen and welcome to the American Power Group Second Quarter Results conference call. This call is being recorded. I wo

American Power Group 8-K CONFERENCE CALL TRANSCRIPT (Current Report/Significant Event)

8-K Transcript of American Power Group Corp Update Conference Cal1 05-20-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SERIES 2015 COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION

Exhibit 4.1 Form of Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

American Power Group Announces Completion of a $2.5 Million Private Placement With Several Existing Shareholders and Investors Affiliated With Members of its Board of Directors -Will Help Accelerate Key EPA/CARB Approvals, Fueled By Flare™ and Intern

Exhibit 99.1 Press Relase Issued June 4, 2015 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group

American Power Group Corporation 7 Kimball Lane, Building A Lynnfield, MA 01940 June 2, 2015

Exhibit 10.4 Letter Agreement between APGC and Van Steenwyk Exhibit 10.4 American Power Group Corporation 7 Kimball Lane, Building A Lynnfield, MA 01940 June 2, 2015 Matthew Van Steenwyk 2747 Paradise Road, Suite 3604 Las Vegas, NV 89109 Dear Matt: American Power Group Corporation (the ? Company ?) is issuing this letter agreement (this ? Agreement ?) pursuant to the terms of that certain Converti

AMERICAN POWER GROUP CORPORATION Stockholder Consent, Amendment to Securities Purchase Agreement Termination of Registration Rights Agreement

Exhibit 10.7 Stockholder Consent and Amendment Exhibit 10.7 AMERICAN POWER GROUP CORPORATION Stockholder Consent, Amendment to Securities Purchase Agreement and Termination of Registration Rights Agreement The undersigned, being the holders (the ? Holders ?) of at least 67% of the outstanding 10% Convertible Preferred Stock (the ? Preferred Stock ?) of American Power Group Corporation, a Delaware

SUBORDINATED CONTINGENT CONVERTIBLE PROMISSORY NOTE AMERICAN POWER GROUP CORPORATION

Exhibit 10.2 Form of Subordinated Contingent Promissory Note Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY

SUBORDINATION AGREEMENT

Exhibit 10.6 Subordination Agreement EXHIBIT 10.6 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this ?Subordination Agreement? ) is entered into as of June 2, 2015, among IOWA STATE BANK ( ?Senior Lender? ), ARROW, LLC, SMC EMPLOYEES PARTNERSHIP, ASSOCIATED PRIVATE EQUITY, SET CAPITAL HOLDINGS, LLC AND CHADDS FORD, LLC, and such additional parties who may execute a counterpart signature pa

CONVERTIBLE NOTE PURCHASE AGREEMENT

EX-10.1 4 exhibit101convertiblenotep.htm EXHIBIT 10.1 Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this “Agreement”) is dated as of June 2, 2015, between American Power Group Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”). WHEREAS,

Amendment to Warrants

Exhibit 10.5 Warrant Amendment Exhibit 10.5 Amendment to Warrants This is Amendment to Warrants (this ? Amendment ?), dated as of June 2, 2015 (the ? Effective Date ?), is by and between American Power Group Corporation, a Delaware corporation (the ? Company ?), and the party identified on the signature page to this Amendment (the ? Purchaser ?). WHEREAS, the Purchaser is a party to that certain C

AMERICAN POWER GROUP CORPORATION Stockholder Consent and Amendment to Securities Purchase Agreement

Exhibit 10.8 Stockholder Consent and Amendment Exhibit 10.8 AMERICAN POWER GROUP CORPORATION Stockholder Consent and Amendment to Securities Purchase Agreement The undersigned, being the holders (the “ Holders ”) of at least 67% of the outstanding Series B 10% Convertible Preferred Stock (the “ Preferred Stock ”) of American Power Group Corporation, a Delaware corporation (the “ Corporation ”), is

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of June 2, 2015 (the ? Closing Date ?), is by and among American Power Group Corporation, a Delaware corporation (the ? Company ?), and the Purchasers listed on the signature pages of this Agreement (each a ? Purchaser ? and collectively, the ? Purchasers ?). WHEREAS, t

American Power Group 8-K (Current Report/Significant Event)

8-K Convertible Notes UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 Certificate of Designation Exhibit 3.1 AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware American Power Group Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the S

American Power Group Corporation Reports Second Quarter Fiscal 2015 Results

EX-99.1 2 exhibit991pressrelaseapgcq.htm EXHIBIT 99.1 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Powe

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 21, 2015 (May 19, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-

Three Months Ended December 31, 2013

Exhibit 99 American Power Group Corporation Exhibit 99 Recast selected information from the Condensed Consolidated Statements of Operations as filed in Form 10-Q for the period ended: Three Months Ended December 31, 2013 As Reported Adjustment Adjusted Non operating expense: Revaluation of warrants $ ? $ (324,021 ) $ (324,021 ) Non operating expense, net (73,569 ) (324,021 ) (397,590 ) Net loss (1

American Power Group 8-K (Current Report/Significant Event)

3-31-15 Results of Operations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

American Power Group NT 10-Q

Form 12b-25 Q2, 3-31-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

American Power Group ESP

CORRESPONDENCE 4.23.15 AMERICAN POWER GROUP CORPORATION 7 Kimball Lane, Building A Lynnfield, MA 01940 April 23, 2015 Via EDGAR Ms. Kate Tillan, Assistant Chief Accountant Ms. Li Xiao, Staff Accountant U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: American Power Group Corporation Form 10-K for Fiscal Year Ended September 30, 2014 Filed December 22, 2014 File No.

American Power Group ESP

Correspondence - 3-26-15 AMERICAN POWER GROUP CORPORATION 7 Kimball Lane, Building A Lynnfield, MA 01940 April 17, 2015 Via EDGAR Ms.

April 9, 2015 Annual Shareholders Meeting Safe Harbor Statement The Private Securities Litigation Reform Act of 1995 provides a Safe Harbor for certain forward-looking statements, including statements made during the course of today's presentation. S

EX-99.1 2 apgcannualmtg2015final.htm SHAREHOLDER PRESENTATION April 9, 2015 Annual Shareholders Meeting Safe Harbor Statement The Private Securities Litigation Reform Act of 1995 provides a Safe Harbor for certain forward-looking statements, including statements made during the course of today's presentation. Such forward-looking statements are based on the company's current expectations and belie

American Power Group 8-K (Current Report/Significant Event)

8-K Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K Transcript of American Power Group Corp Update Conference Cal1 02-17-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa February 17, 2015 9:30 am CT

Exhibit 99.1 Conference Call Transcript EXHIBIT 99.1 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 02-17-15/9:30 am CT Confirmation # 6798162 Page 4 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa February 17, 2015 9:30 am CT Operator: Please standby we are about to begin. Good morning ladies and gentlemen and welcome to the American Power Group First Quarter Results Conference Call. This call

APGI / American Power Group Corp. DEF 14A - - DEF 14A 2015

DEF 14A 1 proxystatement2015.htm DEF 14A 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for

APGI / American Power Group Corp. / Van Steenwyk Matthew Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) February 23, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des

American Power Group Corporation Reports First Quarter Fiscal 2015 Results

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports First Quarter Fiscal 2015

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 19, 2015 (February 17, 2015) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

APGI / American Power Group Corp. / Van Steenwyk Matthew Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) January 26, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desi

APGI / American Power Group Corp. POS AM - - THIRD POST-EFFECTVE AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on January 27, 2015 Registration Number 333-181773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

APGI / American Power Group Corp. / Spring Mountain Capital, Llc - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 AMERICAN POWER GROUP CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 395379 30 8 (CUSIP Number) Spring Mountain Capital, LP 65 East 55th Street, 33rd Floor New York, NY 10022 Tel.: (212) 292-8300 (Name

Regulation FD Disclosure, Financial Statements and Exhibits

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 29, 2014 (December 26, 2014) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa December 22, 2014 9:30 am CT

AMERICAN POWER GROUP CORP Moderator: Chuck Coppa 12-22-14/9:30 am CT Confirmation # 6680936 AMERICAN POWER GROUP CORP Moderator: Chuck Coppa December 22, 2014 9:30 am CT Operator: Please standby.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 22, 2014 AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-13776 71-0724248 (C

American Power Group Corporation Reports Fourth Quarter And Fiscal 2014 Results

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Corporation Reports Fourth Quarter And Fiscal

American Power Group Announces Completion Of A $2 Million Private Placement With Strategic Energy Focused Investor

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Media Contact Information: Investor Relations Contacts: Kim Doran Chuck Coppa, CFO Quixote Group American Power Group Corporation 336-413-1872 781-224-2411 [email protected] [email protected] Mike Porter Porter, LeVay, & Rose, Inc. 212-564-4700 [email protected] American Power Group Announces Completion Of A $2 Million Private P

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 2, 2014 (November 25, 2014) AMERICAN POWER GROUP CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2014, between American Power Group Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Agreeme

AMERICAN POWER GROUP CORPORATION Stockholder Consent and Amendment to Securities Purchase Agreement

Exhibit 10.2 AMERICAN POWER GROUP CORPORATION Stockholder Consent and Amendment to Securities Purchase Agreement The undersigned, being the holders (the “Holders”) of at least 67% of the outstanding 10% Convertible Preferred Stock (the “Preferred Stock”) of American Power Group Corporation, a Delaware corporation (the “Corporation”), issued and outstanding as of November 20, 2014, do hereby consen

SERIES 2014 COMMON STOCK PURCHASE WARRANT AMERICAN POWER GROUP CORPORATION Warrant Shares: 5,000,000 Initial Exercise Date: May 28, 2015 Original Issue Date: November 28, 2014

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B 10% CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 AMERICAN POWER GROUP CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B 10% CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware American Power Group Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”

PROMISSORY NOTE

Exhibit 10.3 PROMISSORY NOTE Principal $2,746,752.43 Loan Date 10-27-2014 Maturity 10-15-2021 Loan No Call/ Coll Account Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: American Power Group, Inc.

COMMERCIAL SECURITY AGREEMENT

Exhibit 10.4 COMMERCIAL SECURITY AGREEMENT Principal $2,746,752.43 Loan Date 10-27-2014 Maturity 10-15-2021 Loan No Call/ Coll Account Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or tem. Any item above containing "***" has been omitted due to text length limitations. Grantor: American Power

BUSINESS LOAN AGREEMENT

Exhibit 10.1 BUSINESS LOAN AGREEMENT Principal $2,746,752.43 Loan Date 10-27-2014 Maturity 10-15-2021 Loan No Call/ Coll Account Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: American Power Grou