8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 25, 2019

UQM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Colorado	1-10869	84-0579156
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4120 Specialty Place Longmont, Colorado 80504
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (303) 682-4900
Not Applicable

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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:

[  ]   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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UQM	NYSE American

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.

Item 7.01REGULATION FD DISCLOSURE. 

On July 25, 2019, UQM Technologies, Inc. (the “Company”) issued a press release announcing that the Committee on Foreign Investment in the United States provided its final clearance related to the merger transaction involving the Company and a wholly owned subsidiary of Danfoss Power Solutions (US) Company.  The Company expects that the merger transaction will close on July 31, 2019.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated  July 25, 2019

1

SIGNATURES

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

28
	UQM TECHNOLOGIES, INC.
Date: July 26, 2019	By: /s/DAVID I. ROSENTHAL
	David I. Rosenthal
	Treasurer, Secretary and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

For Immediate Release

UQM Technologies Announces CFIUS Approval of Merger with Danfoss

LONGMONT, COLORADO, JULY 25, 2019 -  UQM Technologies, Inc. (NYSE American: UQM) a developer of alternative energy technologies, today announced that by letter dated July 25, 2019, the Company has received notice from the Committee on Foreign Investment in the United States (“CFIUS”) stating that CFIUS has cleared the previously announced merger between the Company and a wholly owned subsidiary of Danfoss Power Solutions (US) Company (“Danfoss”). In accordance with the Merger Agreement, the companies have agreed that the closing will take place on July 31, 2019.  The process for Danfoss to purchase the shares of common stock from the shareholders for $1.71 per share will begin immediately thereafter. 

About UQM

UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is IATF 16949 and ISO 14001 certified and located in Longmont, Colorado. For more information, please visit www.uqm.com.

This Release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations; including those plans, beliefs and expectations of our management with respect to, among other things, completion, closing, administration and purchase of shares of the Company pursuant to the announced transaction upon the terms and conditions and within the timelines expected, the financial performance of each of UQM and Danfoss through the completion of the Merger, including in particular UQM’s cash flows and cash balances, the timing of, and regulatory and other conditions associated with, the completion of the merger, UQM’s extended history of losses and current financial limitations, risks related to UQM’s intellectual property and litigation and claims in which UQM or its principals may become involved; and other factors that are described from time to time in UQM’s periodic filings with the U.S. Securities and Exchange Commission. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our Form 10-K and Form 10-Q’s, which are available through our website at www.uqm.com  or at www.sec.gov.  

Company Contacts: 

Chris Witty

UQM Investor Relations

646-438-9385

cwitty@darrowir.com

David Rosenthal

UQM Technologies, Inc.

303-682-4900

investor@uqm.com

Source: UQM Technologies, Inc.

UQM TECHNOLOGIES, INC. 4120 SPECIALTY PLACE, LONGMONT, COLORADO 80504 (303) 682-4900 FAX (303) 682-4901