UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________

~~SECURITIES~~Form ~~AND EXCHANGE COMMISSION~~8-K_____________________

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant ~~TO SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE ACT~~of OFReport ~~1934~~(Date of earliest event Reported): February 11, 2019

~~Date~~NORTHERN ofPOWER ~~Report~~SYSTEMS CORP.(~~Date~~Exact Name of ~~earliest~~Registrant ~~event reported):~~as ~~December~~Specified 7,in ~~2018~~ Charter)

_____________________________

British Columbia, Canada	000-55184	98-1181717
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

~~NORTHERN~~29 ~~POWER~~Pitman ~~SYSTEMS~~Road, ~~CORP.~~Barre, Vermont 05641 (Address of Principal Executive Offices) (Zip Code)

(~~Exact~~802) ~~name~~461-2955(Registrant's oftelephone ~~registrant~~number, asincluding ~~specified in~~area ~~its charter~~code)

~~_____________________________~~None(Former name or former address, if changed since last report)

British Columbia, Canada		000-55184	98-1181717
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:
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
	[ ]	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))

29Indicate ~~Pitman~~by ~~Road~~check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]

~~Barre~~If an emerging growth company, ~~Vermont~~indicate ~~05641~~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. [ ]

~~(Address~~Item 1.01. ofEntry ~~principal~~into ~~executive~~a ~~offices)~~ Material Definitive Agreement.

On February 7, 2018, Northern Power Systems, Inc., a wholly owned subsidiary of Northern Power Systems Corp, a British Columbia corporation (~~802~~collectively, the “Company”), ~~461~~entered into the Second Amended and Restated Forbearance Agreement by and between Comerica Bank and the Company (the “Amended Forbearance Agreement”). On May 29, 2018, Comerica informed the Company that the Company was not currently in compliance with two covenants (collectively, the “Covenants”) under that certain Amended and Restated Loan and Security Agreement by and between the Company and Comerica dated December 31, 2013 and as amended (the “Loan”). Ultimately, Comerica and the Company entered into (i) a Forbearance Agreement dated August 2, 2018 which the Company previously disclosed on a Form 8-~~2955~~K dated August 2, 2018 and Amended and Restated Forbearance Agreement dated November 30, 2018 which the Company previously disclosed on a Form 8-K dated December 4, 2018 (the “Forbearance Agreement). The Amended Forbearance Agreement amends and restates the Forbearance Agreement.

The terms of the Second Amended Forbearance Agreement provide, among other things, that Comerica shall, until the earlier of (~~Registrant’s~~i) ~~telephone~~April ~~number~~1, 2019 or (ii) such date that there shall occur ~~including~~ any ~~area~~further ~~code~~event of default, forbear from exercising any remedies that it may have against Borrower as a result of the occurrence of the existing defaults. In the event of a default, Comerica may immediately call the Loan. Further the Second Amended Forbearance Agreement provides that the Company (i) will repay its obligations under the Loan pursuant to the repayment schedule below and (ii) the Company shall use its best efforts to secure replacement financing of the debt under the Loan as soon as possible, and on or before March 1, 2019.

~~None~~In connection with the asset disposition described below, the Company made a payment to Comerica of $350,000 leaving an aggregate amount of $300,000 due and payable under the Loan.

~~(Former Name or Former Address, if Changed~~Repayment ~~Since Last Report)~~ Schedule:

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:

Payment Date	Payment Amount
Earlier of Sale Date with respect to the Transaction Assets set forth on Exhibit A or February 8, 2019	Lesser of (a) amount required to repay all principal, interest and fees or (b) $350,000
Earlier of Sale Date with respect to the Italian service business assets forth on Exhibit A or March 15, 2019	Lesser of (a) amount required to repay all principal, interest and fees or (b) $350,000
March 21, 2019	Lesser of (a) amount required to repay all principal, interest and fees or (b) $200,000
April 1, 2019	All outstanding principal, interest and fees.

☐Item 2.01. ~~Written~~Completion ~~communications~~of ~~pursuant~~Acquisition toor ~~Rule~~Disposition ~~425~~of ~~under the Securities Act (17 CFR 230~~Assets.~~425)~~

☐On February ~~Soliciting~~11, ~~material~~2019, Northern Power Systems Corp (“Northern” or the “Company”) through its wholly owned subsidiary, Northern Power Systems, Inc. (“NPS”), executed and closed an Asset Purchase Agreement with WEG Electric Corp (“WEG”) pursuant to ~~Rule~~which ~~14a-12~~WEG ~~under~~acquired the ~~Exchange~~assets ~~Act~~relating ~~(17~~to ~~CFR~~NPS’s ~~240~~energy storage business, including Northern’s energy storage project pipeline and related intellectual property.~~14a-12~~ At closing, (i) NPS received proceeds of approximately $1,100,000 and (ii) WEG hired eight (8) energy storage focused employees from Northern. Despite the sale of its NPS’s energy storage assets, the Company continues focus on its distributed wind business and intends to market and sell its distributed wind turbines in the in a variety of markets including Italy, the United States, Canada, the Caribbean, the United Kingdom and Germany while also evaluating a variety of strategic alternatives with respect to the Company’s distributed wind assets.

☐Item 5.02. ~~Pre-commencement~~Departure ~~communications~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~14d-2(b)~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment of ~~(17~~Certain ~~CFR~~Officers; ~~240~~Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

☐Departure ~~Pre-commencement~~of ~~communications~~Interim ~~pursuant~~Chief toFinancial ~~Rule~~Officer ~~13e-4(c)~~and ~~under~~Appointment ~~the~~of ~~Exchange~~Interim ~~Act~~Chief ~~(17~~Financial ~~CFR 240.13e-4(c))~~Officer

~~Indicate~~On February by11, ~~check~~2019, ~~mark~~the ~~whether~~Company announced the ~~registrant~~ isdeparture anof ~~emerging~~its ~~growth~~Interim ~~company~~Chief asFinancial Officer ~~defined~~Ciel inR. ~~Rule~~Caldwell. ~~405~~effective ofimmediately. Under the ~~Securities~~terms ~~Act~~ of ~~1933~~separation, ~~(§230~~the Company may engage Ms.~~405~~ ofCaldwell ~~this~~as ~~chapter)~~a consultant. Ms. Caldwell or confirmed ~~Rule~~that ~~12b-2~~her ofdeparture did not result from a disagreement with the ~~Securities~~Company ~~Exchange~~on ~~Act~~any matter ofrelating ~~1934~~to ~~(§240.12b-2~~the ofCompany’s ~~this~~operations, ~~chapter)~~policies or practices, including its controls or financial related matters.

☒Appointment of ~~Emerging~~Interim ~~growth~~Co-Chief ~~company~~Financial Officer

☐On February If11, ~~an emerging growth company~~2019, ~~indicate~~the byBoard ~~check~~of ~~mark~~Directors ifof the ~~registrant~~Company ~~has~~appointed ~~elected~~William ~~not~~St. ~~to use~~ Lawrence, the ~~extended~~Company’s ~~transition~~Co-Interim ~~period~~Co-Chief ~~for~~Executive Officer ~~complying~~and ~~with~~General ~~any~~Counsel ~~new~~of orthe ~~revised~~Company, ~~financial~~as ~~accounting~~the ~~standards~~Company’s ~~provided~~Interim ~~pursuant~~Chief ~~to Section 13(a) of the Exchange Act~~Financial Officer.

~~Item~~Mr. St. 2Lawrence joined the Company in March of 2017 as its General Counsel and assumed the additional responsibilities of Vice President of Business Development six months thereafter.01 In August 2018, Mr. ~~Completion~~St. Lawrence was appointed the Company’s Co-Chief Executive Officer. From 2012 to 2017, he served as the General Counsel and Chief Administrative Officer of ~~Acquisition~~Northeast orWireless ~~Disposition~~Networks, LLC, a private equity backed company that designs, builds and operates cellular networks in rural US markets. Prior to joining Northeast Wireless, he acted as Legal and Corporate/ Business Development Officer for a significant family office and a variety of ~~Assets~~venture backed companies. Mr. St. Lawrence began his legal career in the New York office of Heller Ehrman where he represented venture funds, venture-backed companies and investments banks, including Allen & Company, in connection with M&A, public offerings, securities compliance, financings and general commercial matters. Mr. St. Lawrence is a graduate of Hobart College and the University of Maine School of Law.

OnThere ~~December~~ are 7,no ~~2018,~~family ~~Northern~~relationships ~~Power~~between ~~Systems~~Mr. ~~Corp (the “Company”) through its wholly owned subsidiary, Northern Power Systems, Inc~~St. ~~(“NPS”),~~Lawrence ~~executed~~ and ~~closed~~any andirector ~~Asset~~or ~~Purchase~~executive ~~Agreement with Natural Generation Limited (“NGL”) pursuant~~officer to of ~~which NGL acquired~~ the ~~assets relating to NPS’s wind turbine service business in the United Kingdom. At closing~~Company, ~~(i)~~ ~~NPS received net proceeds of approximately $283,000 after various offsets~~ and ~~(ii)~~he ~~NGL~~has ~~hired~~no ~~the~~direct ~~four~~or ~~(4)~~indirect ~~remaining~~material ~~employees of~~interest ~~Northern Power Systems Ltd, the Company’s subsidiary~~ in ~~the~~any ~~United Kingdom. Despite the sale of its NPS’s wind turbine~~transaction ~~service~~ required ~~business~~to inbe ~~the~~disclosed ~~United~~pursuant ~~Kingdom, the Company will continue~~ to ~~market~~Item 404(a) of ~~and~~Regulation ~~sell its turbines in the United Kingdom~~S-K.

~~Item~~There were 9no changes to Mr.01 ~~Financial~~St. ~~Statements~~Lawrence’s ~~and~~compensation ~~Exhibits~~package in connection with Mr. St. Lawrence’s appointment as Interim Chief Financial Officer.

~~(d)~~Item 9.01. ~~The~~Financial ~~following~~Statements ~~exhibits~~and ~~are filed with this report~~Exhibits.

Exhibit Number	Description
2.1	Asset Purchase Agreement, dated December 7, 2018 between Northern Power Systems, Inc. and Natural Generation Limited

(d) The following exhibits are filed with this report.

SIGNATURES

Exhibit Number	Description
99.1	Press Release dated February 12, 2019
2.1	Asset Purchase Agreement, dated February 11, 2019 by and between Northern Power Systems, Inc. and WEG Electric Corp.
10.2	Second Amended and Restated Forbearance Agreement dated February 7, 2018 by and between Northern Power Systems, Inc. and Comerica Bank.

~~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.~~SIGNATURE

		NORTHERN POWER SYSTEMS CORP.
Date: December 12, 2018		By: /s/William St. Lawrence
		Name: William St. Lawrence
		Title: Interim Co-Chief Executive Officer

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.

	NORTHERN POWER SYSTEMS CORP.


Date: February 12, 2019	By:	/s/ William St. Lawrence
		William St. Lawrence
		Interim Co-Chief Executive Officer

Filing Compare · Northern Power Systems Corp.