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 10, 2021

MECHANICAL

TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Nevada	000-06890	14-1462255
(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br><br> File Number)	(IRS<br> Employer<br><br> Identification No.)
325Washington Avenue Extension<br><br> <br>Albany,New York	12205
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

(518)

218-2550

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material<br> pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which<br><br> registered
Common<br> Stock, par value $0.001 per share	MKTY	The<br> Nasdaq Stock Market

Item2.02 Results of Operations and Financial Condition

On August 10, 2021, Mechanical Technology, Incorporated (the “Company”) issued a press release announcing its financial and business highlights for the quarterly period ended June 30, 2021 and Ecochain, Inc. (“EcoChain”) July site level financials. The press release is attached hereto as Exhibit 99.1 under Item 9.01 of this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.

Additionally, on August 10, 2021, the Company delivered to the Company’s stockholders a presentation of the Company’s first quarter results and EcoChain’s July site level financials. The Company released presentation materials that incorporate the Company’s second quarter results, a discussion of each business segment and recent business highlights, as well as the monthly July financials of the Company’s EcoChain business. The materials of the presentation are available at the Company’s website, specifically located at: https://www.mechtech.com/mti-announces-quarter-two-2021-results.

Item7.01 Regulation FD Disclosure

Reference is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.

The information contained in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission (the “SEC”) or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Forward-LookingStatements

This Form 8-K and Exhibit 99.1 contain forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks that may be included in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Mechanical Technology, Incorporated dated August 10, 2021.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MECHANICAL TECHNOLOGY, INCORPORATED
Date: August 13, 2021	By:	/s/ Jessica L. Thomas
	Name:	Jessica L. Thomas
	Title:	Chief Financial Officer

Exhibit 99.1

Mechanical Technology, Incorporated Announces Second Quarter

2021 Financial Results and EcoChain July Site Level Financials

EcoChainRamp Continues with Expected August Hashrate up 269%, September

up863% over July and Strikes Joint-Venture Deal

MTIInstruments Reports Solid Quarter and Strong Pipeline Activity

ALBANY, N.Y., August 10, 2021 -- **** Mechanical Technology, Incorporated (“MTI” or the “Company”), (NASDAQ: MKTY), the parent company of MTI Instruments, Inc. (“MTI Instruments”), a test and measurement instruments and systems business, and EcoChain, Inc. (“EcoChain”), a cryptocurrency mining business powered by renewable energy, announced today its second quarter 2021 financial results and July site level financials.

Michael Toporek, CEO of MTI stated, “In our EcoChain business, two themes emerged. After a solid July, installed hashrate in August is expected to increase by 269% and in September by 863% over July. This execution is in line with the illustration of earnings power the Company previously provided in May of 2021. Another positive development is the creation of a 10 MW joint venture with a global mining company where EcoChain will host 10 MW of S19 or equivalent chips. Power and labor cost will be covered and the joint venture, as executed, provides that EcoChain will receive a significant revenue share. This relationship allows the Company to hit 60% - 70% of its earnings target for 10 MW without any capital expenditure. The recent market disruption allowed EcoChain to change its equipment mix and purchase miner S19 or equivalent models at favorable prices. These chips are more power dense so that when combined with the joint venture relationship, our Python data center will now have dramatically increased earnings power. We will deploy the same earnings power and hashing power we were planning to in our May illustration but on top of that will also have the revenue stream from the joint venture.”

MTI’s Chief Financial Officer, Jessica Thomas commented, “The strong second quarter results continue to reflect the positive trends we are seeing in the growth of our overall business. I am particularly pleased with our revenue as EcoChain continues to scale and have strong results every quarter. Revenue grew by 66% sequential increase from the first quarter, and adjusted EBITDA contribution of $1.0 million. We are positioned well for ongoing growth with our solid balance sheet and access to unique growth opportunities.”

Moshe Binyamin, President of MTI Instruments stated, “Our instruments business reported another solid quarter with a high level of activity across almost all of our product lines. We continue to see good interest from our customers including the US Airforce as well as GE and others with a clear focus on recurring revenue transactions. In particular, we are experiencing increasing activity in our PBS product line as well as from Semiconductor and EV battery manufacturers. We are also seeing good interest from organizations looking to introduce sensors to measure critical metrics and auto correct in real time with major ongoing opportunities targeted for the remainder of this year with a very significant addressable market ramp into 2022. With our operational plan focused on new vertical solutions, product innovation and OEM capabilities, we are strongly positioned for accelerated growth.”

SecondQuarter 2021 Financial Highlights:

For the second quarter ended June 30, 2021, revenues were $3.3 million, a 35% increase of $864 thousand compared to $2.4 million in the prior year quarter. The increase in revenue was driven by the establishment of the EcoChain line of business. Cryptocurrency revenue was $1.7 million, for the three months ended June 30, 2021, an increase of $1.6 million from the prior year quarter, and a 66% increase compared to the first quarter of 2021 of $662 thousand.

As of June 30, 2021, the Company reported cash of $12.1 million compared to $2.7 million at March 31, 2021. During the quarter, the Company raised approximately $15 million in gross proceeds from its public offering of shares of the Company’s common stock and warrants to purchase common stock.

MTIInstruments revenue was $1.65 million for the second quarter ended June 30, 2021, which was a $743 thousand decrease compared to the prior year Q2 results due to 17 additional PBS units shipped in 2020 under the USAF contract. MTI Instruments product cost of sales, for the second quarter of 2021 was $502 thousand or 30% of revenue comparable to $631 thousand in the second quarter of 2020 or 26% of revenue.

EcoChain, Inc., revenue was $1.66 million for the second quarter ended June 30, 2021, which was a $1.61 million increase compared to the prior year Q2 results. Cost of revenue for the 2021 second quarter was $545 thousand or 33% of revenue. Capacity continued to ramp in the second quarter with the additional miners at the Python site, doubling capacity from the end of first quarter to the end of the second quarter. The improvement is due to the Python site scaling up and TNT site reaching maturity.

The Python site location continued to invest in miners and infrastructure in the second quarter of 2021. EcoChain continued infrastructure improvements in its TNT location and continues to build out its Anaconda location. EcoChain is positioned for additional growth in 2021 towards its stated goals of 50MW under management by the end of 2021.

As previously communicated, EcoChain remains committed to releasing its site level financial flash report, including revenue, adjusted cost of cryptocurrency revenue and contribution margin.

EcoChain Key Summary Highlights for July 2021:

($ in 000s; Unaudited)	Q1 2021	Q2 2021	July 2021	YTD July 2021
Revenue	$995	$1,657	$493	$3,146
Contribution<br> Margin	$744	$1,261	$356	$2,361
Annualized<br> Revenue	$3,980	$6,628	$5,916	$5,393
Annualized<br> Contribution Margin	$2,976	$5,044	$4,272	$4,047

A presentation and corresponding video is available on the Company’s website at https://www.mechtech.com/mti-announces-quarter-two-2021-results

AboutMTI

MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through MTI Instruments, MTI is engaged in the design, manufacture and sale of test and measurement instruments and systems that use a comprehensive array of technologies to solve complex, real world applications in numerous industries, including manufacturing, electronics, semiconductor, solar, commercial and military aviation, automotive and data storage. Through EcoChain, MTI is developing cryptocurrency mining facilities powered by renewable energy that integrate with the blockchain network. For more information about MTI, please visit https://www.mechtech.com.

ForwardLooking Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company’s ability to implement its long range business plan for various applications of its technology; the Company’s ability to enter into agreements with any necessary partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company’s technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

Contact Information:

Lisa Brennan

lbrennan@mtiinstruments.com

Investor Relations:

Kirin Smith, President

PCG Advisory, Inc.

646.823.8656

Ksmith@pcgadvisory.com