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 23, 2020

MECHANICAL TECHNOLOGY, INCORPORATED

(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, Including Area Code: (518) 218-2550

__________________________________________________________________________________

(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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

Section 8 – Other Events

Item 8.01 Other Events.

On December 23, 2020, Mechanical Technology, Incorporation (the “Company”) released a letter (the “Stockholder Letter”) from Michael Toporek, the Company’s Chief Executive Officer, to the Company’s stockholders regarding the Company’s achievements in 2020 and its outlook for 2021. A copy of the Stockholder Letter is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 99.1

December 23, 2020

Dear Fellow Stockholders:

This has been a dynamic and unprecedented year for our company. As we conclude 2020 and look forward to 2021, I wanted to take an opportunity to share with you some thoughts about our company and its future plans.

During 2020, in spite of the challenges that we and other companies of all sizes faced, we had some significant accomplishments:

• We achieved strong results in our instruments business in the face of a COIVD-19 challenged environment
• We restructured our management
• We re-evaluated and refocused our business to use our historical core competencies to take advantage of new business opportunities in new market segments
• We resumed our filing obligations as a public company
• We positioned ourselves for 2021 in a post-COVID-19 world

I would like to take this opportunity to share with you some details about our EchoChain business. As we move into 2021, I’m particularly (albeit guardedly) optimistic about our EcoChain business. We have spent the better part of 2020 making sure that EcoChain is committed to disciplined, capital allocation that targets a 15% to 25% after tax return on capital invested in each facility.

To that end, the Company is targeting at least 50MW operating or under contract by the end of 2021. Of course, there are no guarantees, but because we have been disciplined throughout 2020, we believe that we are well positioned to achieve these objectives using rigorous tried and true operating disciplines.

Our immediate objectives for early 2021 are to secure a 5MW facility that will enable us to expand our footprint at the site if we are able to execute within the next several months. This site will allow us to be up and running in the first quarter as we have already begun to procure equipment for the facility. Additional space can be up to 50MW and we currently believe that we have the ability to make that operational quickly. Once we are established and the facility is ours, we will be in a position to integrate those details into a formal business plan for 2021.

Beyond this immediate opportunity, we are developing a 25MW project that we expect will have a price per kw of less than $0.025. It is a greenfield project that will be based in the USA and help create additional jobs here. We are in the process of acquiring the land and negotiating a PPA. Our goal is to have this opportunity finalized in the first quarter of 2021. In anticipation of this we have been working with our consultants to design buildings and prepare for construction of a world class computing facility that will be amongst the lowest cost, capital efficient in the world.

With these developments, we expect 2021 will be a truly transformative year for the Company. In January we expect to deliver to shareholders a more detailed strategic vision for the EcoChain business as well as set some expectations on how we will build out the enterprise in a capital efficient fashion. We also expect to more continuously communicate with shareholders our progress on operating milestones as we achieve them.

Although the focus of this letter has mostly been the EcoChain business, I expect to highlight developments in the instruments business in the first quarter. Our big theme in this leading business is velocity. We will increase the velocity of new product introductions and upgrades for our customers. This will drive market share gains in our leading high margin businesses.

On behalf of our board and all of our employees, we thank you for your support in 2020 and we look forward to a dynamic 2021.

Sincerely,

Michael Toporek

Chief Executive Officer

Forward-Looking Statements for Mechanical Technology, Incorporated:

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.