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): ~~January~~ March 259, 2017

POWER EFFICIENCY CORPORATION (Exact name of registrant as specified in its charter)

~~(Exact~~COMMISSION ~~name~~FILE ~~of registrant as specified in its charter)~~ NUMBER:

COMMISSION FILE NUMBER: 000-31805

Delaware	22-3337365
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2200 Northern Boulevard, Suite 102

Greenvale, NY 11548

(Address and zip code of principal executive offices)

(877) 309-3357

(Registrant's telephone number, including area code)

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))

Power Efficiency Corporation

Form 8-K

Date of Event: ~~January~~March 259, 2017

Item 15.0102 ~~Entry~~Appointment ~~Into~~of ~~Material Agreement~~Director

~~Item~~The 3Board of Directors of Power Efficiency Corporation (PEC) has appointed, effective March 9, 2017, Charles Gassenhiemer to its Board of Directors.02 ~~Unregistered~~Mr. ~~Sale~~Gassenheimer is the President and a Co-founder of ~~Equity~~Carnegie ~~Securities~~Hudson Resources LLC.

~~Effective~~Carnegie ~~January~~Hudson ~~25,~~(and ~~2017,~~its ~~Power~~affiliated ~~Efficiency~~entities) ~~Corporation~~is ~~(PEC)~~private ~~entered~~equity ~~into~~firm anspecializing ~~advisory~~in ~~agreement~~the ~~with~~all ~~Carnegie~~aspects ~~Hudson~~of ~~Resources~~the ~~Structured~~energy ~~Capital,~~sector ~~LLC~~and ~~(CHR)~~health ~~whereby~~care ~~CHR~~sectors. ~~and its~~It ~~affiliated~~provides ~~entities~~capital ~~will~~as ~~provide~~well as ~~corporate~~technical ~~advisory~~ and ~~investment~~operating ~~banking~~advice ~~services~~ to ~~PEC~~companies in its portfolio. Carnegie Hudson specializes on energy technology and energy storage. Services which may require a registered broker-dealer will be provided through MCM Securities LLC., an SEC registered broker-dealer.

~~Headquartered~~As previously announced in ~~Manhattan,~~a ~~New~~Form ~~York~~8-K filed ~~City~~with the Commission on Effective January 31, ~~CHR~~ ~~and~~2017, ~~its~~Power ~~affiliated~~Efficiency ~~entities~~entered ~~are~~into aan ~~private~~advisory ~~equity~~agreement ~~investment~~with Carnegie Hudson Resources Structured Capital, ~~strategic~~LLC ~~and~~(an ~~financial~~affiliated ~~advisory~~entity ~~firm.~~of Carnegie Hudson Resources LLC) (CHR’s) ~~private~~whereby ~~equity~~CHR and its affiliated ~~focus~~entities iswill onprovide ~~the~~corporate ~~energy~~advisory ~~sector~~and investment banking services to PEC.

~~CHR~~Under ~~will~~the ~~provide~~agreement, ~~among~~CHR ~~other~~has ~~services,~~the right to have one person serve on the ~~following~~PEC toBoard of Directors during the term of the Agreement. CHR advised PEC: that Mr. Gassenheimer would serve as its nominee. The Board of Directors of PEC expanded the number of members of its Board of Directors by one person and appointed Mr. Gassenheimer to fill the vacancy.

In consideration for its services, CHR and its affiliates may receive up to 4,000,000 (post reverse split as previously announced of 1 share for each 15 shares of outstanding Common Stock) warrants for shares of common stock which will vest upon certain events. The warrants have a five (5) ~~assistance~~ year exercise terms, provide for an exercise price of $0.01 per share and ~~advice~~the holders are entitled to piggyback registration rights with respect to the underlying shares of Common Stock. The warrants issuable or issuable to CHR under its ~~strategic~~advisory ~~planning~~agreement ~~process~~were offered, sold and ~~business~~issued ~~plans~~in ~~including~~reliance anupon ~~analysis~~the exemption from registration provided by Section 4(2) of ~~markets,~~the ~~positioning~~Securities Act of 1933, ~~financial~~as amended ~~models,~~(the ~~organizational~~“Securities ~~structure~~Act”) as transactions not involving any public offering. CHR represented to PEC that it is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, ~~potential~~that ~~strategic~~it ~~alliances~~acquired the securities for investment purposes and ~~capital~~that such securities were issued without any form of general advertising or general solicitation. Such securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements;.

~~(b) advise the~~Mr. ~~Company~~Gassenheimer onis ~~matters~~not ~~relating~~receiving toany further ~~its~~or ~~capitalization~~additional ~~and~~compensation ~~potential~~for ~~financing~~serving ~~alternatives~~on ~~and~~the ~~merger~~PEC ~~and~~Board ~~acquisition~~of ~~criteria and activity;~~Directors.

~~(c) assistance with~~Item ~~the~~1.02 ~~preparation~~Termination of ~~the~~Material ~~Company’s~~Definitive ~~marketing materials and investor presentations;~~Agreement

(d) assistance with strategic introductions (including client/customer side and the joint venture relationships) in the energy markets industries related to the Company’s business plans;

(e) assistance with identifying and retaining additional members of the Board of Directors and senior management.

Under the agreement, CHR has the right to have one person serve on the PEC Board of Directors during the term of the Agreement. No person has been determined as of the date of the filing but the parties expect to appoint such person within the next 30 days. The term of the agreement is for two (2) years.

In consideration for its services, CHR and its affiliates may receive up to 4,000,000 (post reverse split as previously announced of 15 shares for 1) warrants for shares of common stock which will vest upon certain events. The warrants have a five (5) year exercise terms, provide for an exercise price of $0.01 per share and the holders are entitled to piggyback registration rights with respect to the underlying shares of Common Stock.

The warrants issuable or issuable to CHR under its advisory agreement were offered, sold and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions not involving any public offering. CHR represented to PEC that it is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, that it acquired the securities for investment purposes and that such securities were issued without any form of general advertising or general solicitation. Such securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 8.01 Other Events

AsOn ~~previously~~July ~~reported~~30, ~~on January 11~~2016, ~~2017,~~ PEC ~~filed~~was anselected ~~amendment~~through a bid auction process to ~~its~~supply ~~Amended~~up ~~and~~to ~~Restated~~12 ~~Certificate~~megawatts of ~~Incorporation~~demand toenergy ~~effectuate~~savings athrough ~~reverse~~the ~~stock~~Consolidated ~~split~~Edison Brooklyn Queens Demand Energy Management Program (the “~~Reverse~~BQDM ~~Split~~Program”). onUnder ~~a basis~~this ofProgram, ~~each~~Consolidated 15Edison ~~shares~~Company of ~~issued~~New York, Inc. (“Con Edison”) offered incentives for energy management. Con Edison provides electric, gas, and ~~outstanding~~steam ~~shares~~service ofto ~~Common~~New York ~~Stock~~City ~~into~~and 1Westchester ~~share~~County and is regulated by the New York Public Service Commission (“NYPSC”).

The Reverse Split became effectuate on Tuesday, January 17, 2017 at 5:00 p.m. (eastern time). Our stock symbol was temporarily modified from PEFF to PEFF D on Wednesday, January 18, 2017 and will continue for (20) twenty trading days. Trading of PEC’s Common Stock will remain on the OTC Pink Sheets and trading has reflected the Reverse Split since Wednesday, January 18, 2017. PEC’s stock transfer agent is Continental Stock Transfer and Registrar2

~~The~~PEC’s ~~immediate~~bid ~~effect~~was ofbased ~~the~~upon ~~Reverse~~it ~~Split will be to reduce~~supplying ~~the~~4 ~~number~~megawatts of ~~issued~~demand ~~and~~energy ~~outstanding~~savings ~~shares~~for ofthe ~~Common Stock from 189,052,666 outstanding as of January 17,~~ 2017 tosummer ~~approximately 12,603,511~~program ~~shares~~season ~~(subject~~and toan ~~rounding~~additional ~~fractional~~8 ~~shares~~megawatts ~~down~~for to the ~~next~~2018 ~~whole~~program ~~share)~~summer season. The ~~conversion~~BQDM ~~ratios~~Program ofrequired ~~each~~that ~~class~~PEC ~~of Preferred~~provide ~~Stock~~a ~~will~~standby beletter ~~adjusted~~of tocredit ~~reflect~~in the ~~Reverse~~amount ~~Split.~~of ~~Our~~approximately ~~classes~~$800,000 ofand ~~Preferred~~guarantee levels ~~Stock~~of ~~would~~performance. beThe ~~convertible~~standby ~~into~~letter ~~an aggregate~~ of ~~approximately~~credit ~~23,480,013~~was ~~shares~~provided ofin ~~Common~~accordance ~~Stock~~with ~~after~~ the ~~Reverse~~program ~~Split, as follows:~~requirements.

Class of Preferred Stock	Pre Split Conversion	Post Split Conversion
Series B	13,300,000	866,667
Series C-1	3,462,500	230,833
Series D	30, 437,700	2,029,180
Series E	305,000,000	20,333,333

Under the BDQM program PEC was required, as were all other participants, to notify Con Edison in the event that it would be unable to satisfy the requirements for delivering the energy savings for the 2017 summer season, and PEC has delivered such notice to Con Edison. Con Edison has notified PEC that it has accepted the deficiency notification and will draw upon the standby letter of credit for payment of early penalties of approximately $390,000.

~~Our~~PEC ~~Class~~continues ~~E Preferred Stock has been deemed automatically converted into Common Stock following the Reverse Split; the other classes will remain outstanding. Giving effect solely~~ to ~~the~~work ~~conversion of~~towards ~~the Series E Preferred Stock and no other classes or shares of Preferred Stock, (the issuance of the Common Stock has not been~~satisfying ~~completed~~its asobligations ofunder the ~~date~~2018 ofBQDM ~~this~~program ~~Report~~summer ~~on Form 8-k) PEC will have approximately 32,936,844 shares of Common Stock issued and outstanding~~season. The par value of the Common Stock (and all Preferred Stock) will remain $0.001 per share and the number of shares of Common Stock authorized to be issued will remain at the number authorized at the time the Reverse Split is effected, currently 350,000,000 shares.

Effective October 10, 2016, PEC entered into a definitive agreement with Generate NY Grid Services, LLC pursuant to which the parties contracted to perform the contract requirements under the BQDM program. PEC has notified Generate NY Grid Services that PEC was terminating the agreements between them based upon PEC’s determination that Generate NY Grid Services had failed to perform under the contract. Generate NY Grid Services disputes PEC’s right to terminate the agreements between them.

Item 9.01	Financial Statements and Exhibits

(d)	Exhibits

None

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	Power Efficiency Corporation
	By:	/s/ Gary Weiss
	Gary Weiss
	Gary Weiss, Chief Executive Officer
	Chief Executive Officer
Date: March 13, 2017
Date: January 31, 2017

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