Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) July 2, 2019



(Exact name of registrant as specified in its charter)


Delaware   000-54756   n/a
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


Suite 10212, 8 The Green, Dover, DE   19901
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (302) 601-4659




(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:


☐ 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 Act:


Title of each class  Trading Symbol(s)  Name of each exchange on which registered
Common Shares  PGTK  OTC Markets


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 5.02Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
ITEM 3.02Unregistered Sales of Equity Securities


Effective July 2, 2019, Pacific Green Technologies Inc. (“we”, “us”, “our”, the “Company”) Iain Lees resigned as Chief Operating Officer of the Company. Mr. Lees’ resignation did not result from any disagreement with the Company regarding its policies, practices or otherwise. The Company will pay to Mr. Lees $150,000 and 50,000 restricted common shares of the Company in full settlement of all accrued and unpaid compensation and bonuses payable for services rendered. The 50,000 common shares ere issued to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended, in offshore transactions relying on Regulation S of the Securities Act of 1933, as amended. Options to purchase 300,000 common shares of the Company previously issued to Mr. Lees on January 24, 2019 were cancelled concurrently with his resignation.







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.




/s/ Neil Carmichael


Neil Carmichael

Chief Executive Officer


Date: July 3, 2019