6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

January 2024

Commission File Number 0-26005

MICROMEM TECHNOLOGIES INC.

121 Richmond Street West, Suite 602, Toronto, ON M5H 2K1

[Indicate by checkmark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F [X]     Form 40-F [  ]

             [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes [  ]     No [X] 

[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with rule 12g3-2(b):        N/A

This report on Form 6-K is hereby incorporated by reference in the registration statement on Form F-3 (Registration No. 333-134309) of Micromem Technologies Inc. and in the prospectus contained therein, and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Micromem Technologies Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES    

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

	MICROMEM TECHNOLOGIES INC.
	By:       /s/ Joseph Fuda
Date: January 16, 2024	Name: Joseph Fuda
	Title:   Chief Executive Officer

Exhibit Index

Exhibit	Description
99.1	News Release dated January 16, 2024

EX-99.1

FOR IMMEDIATE RELEASE January 16, 2024

Micromem Closes Private Placement

Toronto, Ontario and New York, New York, January 16, 2024 - Micromem Technologies Inc. ("Micromem" or the "Company") (CSE: MRM, OTCQB: MMTIF) is pleased to announce the closing of its non-brokered private placement (the "First Private Placement") previously announced in its news release issued on December 5, 2023. Pursuant to the First Private Placement, Micromem issued a total of 1,900,000 common shares at CDN$0.06 per share raising gross proceeds of approximately CDN$114,000 and a convertible debenture raising gross proceeds of approximately CDN$109,900. The convertible debenture bears an interest rate of one percent (1%) per month with a conversion option at CDN$0.07 per share and maturing in 12 months.  In connection with the First Private Placement, Micromem paid a finder's fee of $3,780 in cash and issued 63,000 broker warrants exercisable for two years at CAD$0.095 per share. Micromem raised an aggregate of approximately CDN$223,900 in the First Private Placement.

In addition, Micromem is undertaking a second non-brokered private placement (the "Second Private Placement" and together with the First Private Placement, the "Private Placements") by placing a total of 500,000 common shares at CDN$0.075 per share (with such shares being priced based on the closing price of the Company's shares on January 15, 2024) for aggregate gross proceeds of CDN$37,500.

The total gross proceeds to be raised by Micromem in the Private Placements is equal to approximately CDN$261,400.

Micromem intends to use the proceeds raised through the Private Placements for working capital, including paying outstanding debt. All securities to be issued pursuant to the Private Placements are subject to a four-month holding period. Closing of the Private Placements is subject to certain conditions and receipt of all necessary approvals, including compliance with the requirements of the Canadian Securities Exchange.

The securities offered and sold have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Micromem.

Micromem Technologies Inc. and its subsidiaries, a publicly traded (OTC QB: MMTIF, CSE: MRM), company analyzes specific industry sectors to create intelligent game-changing applications that address unmet market needs. By leveraging its expertise and experience with sophisticated sensor applications, the Company successfully powers the development and implementation of innovative solutions for oil & gas, utilities, automotive, healthcare, government, information technology, manufacturing and other industries. Visit www.micromeminc.com.

Safe Harbor Statement

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward looking statements include: our inability to obtain additional financing on acceptable terms; risk that our products and services will not gain widespread market acceptance; continued consumer adoption of digital technology; inability to compete with others who provide comparable products; the failure of our technology; the infringement of our technology with proprietary rights of third parties; inability to respond to consumer and technological demands; inability to replace significant customers; seasonal nature of our business; and other risks detailed in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions may be used to identify forward-looking statements.

The CSE or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

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Listing:NASD OTC-QB - Symbol: MMTIF

CSE - Symbol: MRM

Shares issued: 516,049,264

SEC File No: 0-26005

Investor Contact:  info@micromeminc.com; Tel. 416-364-2023 Subscribe to receive News Releases by Email on our website's home page.  www.micromeminc.com