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 TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event Reported): April 25, 2019

~~Date~~NORTHERN ofPOWER ~~Report~~SYSTEMS CORP.(~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~April~~in ~~1, 2019~~ 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~~area ~~in 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 2.01. Completion of ~~principal~~Acquisition ~~executive~~or ~~offices)~~Disposition of Assets.

On April 30, 2019, Northern Power Systems Corp (~~802~~“Northern” or the “Company”) ~~461~~through its wholly owned subsidiary, Northern Power Systems, Inc. (“NPS”), executed an Asset Purchase Agreement with Erie Renewables, Inc. (“Erie”) pursuant to which Erie acquired the assets relating to NPS’s US Service Business. At closing, (i) Erie hired two (2) NPS employees and (ii) NPS received proceeds of approximately $230,000, subject to transactional off-~~2955~~sets of $123,709.35. In connection with this transaction, NPS made a payment to Comerica of $106,290.65 leaving an aggregate amount of $193,709.35 due and payable to Comerica by NPS under that certain Amended and Restated Loan and Security Agreement by and between NPS and Comerica dated December 31, 2013 and as amended (“Loan”). The Company is a guarantor of NPS’s obligations under the Loan.

~~(Registrant’s~~Item ~~telephone~~5.02. ~~number,~~Departure ~~including~~of ~~area~~Directors ~~code)~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~None~~On April 25, 2019, Richard Hokin, a member of the Board of Directors (the “Board”) of Northern Power Systems Corp., provided the Board with a notice of his resignation from the Board, effective immediately. Following Mr. Hokin’s resignation, the Company has a Board of Directors consisting of one person.

~~(Former~~Item ~~Name~~8.01. orOther ~~Former Address, if Changed Since Last Report)~~ Events.

~~Check~~On February 7, 2019, NPS entered into the ~~appropriate~~Second ~~box~~Amended ~~below~~and ifRestated Forbearance Agreement by and between Comerica Bank and NPS, Inc. (the “Amended Forbearance Agreement”). On May 29, 2018, Comerica informed NPS that NPS was not currently in compliance with two covenants (collectively, the “Covenants”) under the Loan as defined in Item 2.01 above. Ultimately, Comerica and NPS entered into (i) a Forbearance Agreement dated August 2, 2018 which the Company previously disclosed on a Form 8-K ~~filing~~dated isAugust ~~intended~~2, to2018 ~~simultaneously~~and ~~satisfy~~an Amended and Restated Forbearance Agreement dated November 30, 2018 which the ~~filing~~Company ~~obligation~~previously ofdisclosed on a Form 8-K dated December 4, 2018 (the ~~registrant~~“Forbearance Agreement). The Amended Forbearance Agreement amends and restates the Forbearance Agreement. As of April 1, 2019, NPS is in breach of its obligations under ~~any~~the Amended Forbearance Agreement and Comerica may immediately call the Loan. Further, Comerica has demanded NPS pay-off the Loan in its entirety as of April 30, 2019. NPS will be unable to fully discharge its obligations to Comerica under the ~~following~~Loan ~~provisions:~~by April 30, 2019. However, in connection with the disposition of NPS’s US Service Business described in Item 2.01 above, NPS did make a payment to Comerica of $106,290.65 leaving an aggregate amount of $193,709.35 due and payable to Comerica by NPS under the Loan.

☐Continued ~~Written~~and ~~communications~~prolonged ~~pursuant~~cash constraints, the on-going breach of the Amended Forbearance Agreement, the current lack of accessible commercial loans or other financing, and the continued delay in the implementation of a new Feed in Tariff in Italy with respect to ~~Rule~~distributed ~~425~~wind ~~under~~have significantly strained the ~~Securities~~Company ~~Act~~operationally, ~~(17~~commercially ~~CFR~~and ~~230~~financially.~~425)~~ Further, the Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind and Italian service business segments.

☐It ~~Soliciting~~is ~~material~~uncertain ~~pursuant~~if the Company’s efforts (i) to ~~Rule~~address ~~14a-12~~its ~~under~~cash ~~the~~constraints ~~Exchange~~and ~~Act~~its legal difficulties with Comerica and/or (17ii) ~~CFR~~to ~~240~~effect one or more strategic transactions will be successful.~~14a-12)~~ Even if the Company is successful in identifying and completing a strategic transaction, the likelihood of any economic return to the equity owners of the Company at this point is remote.

☐Item ~~Pre-commencement~~9.01. ~~communications~~Financial ~~pursuant~~Statements toand ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Exhibits.~~14d-2(b))~~

~~☐ Pre-commencement communications pursuant to Rule 13e-4~~(cd) ~~under~~The ~~the~~following ~~Exchange~~exhibits ~~Act~~are ~~(17~~filed ~~CFR~~with ~~240~~this report.~~13e-4(c))~~

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).

Exhibit Number		Description
2.1		Asset Purchase Agreement, dated April 30, 2019 by and between Northern Power Systems, Inc. and Erie Renewables, Inc.
99.1		Press Release dated April 30, 2019

~~☒ Emerging growth company~~SIGNATURE

☐Pursuant Ifto anthe ~~emerging~~requirements ~~growth~~of ~~company,~~the ~~indicate~~Securities byExchange ~~check~~Act ~~mark~~of if1934, the registrant has ~~elected~~duly ~~not~~caused tothis ~~use~~report ~~the~~to ~~extended~~be ~~transition~~signed ~~period~~on ~~for~~its ~~complying~~behalf ~~with~~by ~~any~~the ~~new~~undersigned orhereunto ~~revised~~duly ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~authorized.

Item 8.01 Other Events

	NORTHERN POWER SYSTEMS CORP.


Date: April 30, 2019	By:	/s/ William St. Lawrence
		William St. Lawrence
		Interim Co-Chief Executive Officer

On April 1, 2019, Northern Power Systems Corp, a British Columbia corporation (the “Company”) filed a Form 12b-25 Notification of Late Filing with the US Securities and Exchange Commission with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2018. In the Form 12b-25 filing, the Company disclosed that its annual report on Form 10-K could not be completed and filed in a timely manner because of the current inability of the Company to allocate the resources necessary to engage an independent public accounting firm and otherwise take steps to complete its audited financial statements. Further, the Company has not filed its Form 10-Q for the quarter ended September 30, 2018 (“Q-3 Form 10-Q”). The Company cannot predict at the present time if and when it will be able to file its Form 10-K and Q-3 Form 10-Q.

On February 7, 2018, Northern Power Systems, Inc., a wholly owned subsidiary of Company (“NPS, Inc.”) entered into the Second Amended and Restated Forbearance Agreement by and between Comerica Bank and NPS, Inc. (the “Amended Forbearance Agreement”). On May 29, 2018, Comerica informed NPS, Inc. that NPS, Inc. was not currently in compliance with two covenants (collectively, the “Covenants”) under that certain Amended and Restated Loan and Security Agreement by and between NPS, Inc. and Comerica dated December 31, 2013 and as amended (the “Loan”). Ultimately, Comerica and NPS, Inc. entered into (i) a Forbearance Agreement dated August 2, 2018 which the Company previously disclosed on a Form 8-K dated August 2, 2018 and an 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 Amended Forbearance Agreement provides, among other things, that Comerica shall, until the earlier of (i) April 1, 2019 or (ii) such date that there shall occur any further 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 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.

As of April 1, 2019, NPS, Inc. is in breach of its obligations under the Amended Forbearance Agreement and Comerica may immediately call the Loan. NPS, Inc. and the Company are working with the Comerica to further amend Amended Forbearance Agreement. The Company is also attempting to secure replacement financing that, among other things, would satisfy obligations to Comerica. There can be no assurances that Comerica will agree to amend the Forbearance Agreement. As of April 1, 2019, NPS, Inc. had $300,000 in obligations outstanding under the Loan. The Company is a guarantor of NPS, Inc.’s obligations under the Loan. The current lack of an accessible commercial loan or other financing, together with the continued delay in the implementation of a new Feed in Tariff in Italy with respect to distributed wind, has continued to significantly strain the Company’s operations, both commercially and financially.

The Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind and services business segments. It is uncertain if the Company’s efforts to identify and effect one or more strategic transactions will be successful.

In addition to pursuing strategic transactions, the Company has continued to take steps to reduce expenses, including taking action in the last 30 days to further reduce head count and reduce other employees to part-time (50%) status.

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.

		NORTHERN POWER SYSTEMS CORP.
Date: April 2, 2019		By: /s/William St. Lawrence
		Name: William St. Lawrence
		Title: Interim Co-Chief Executive Officer

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