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): ~~November~~December 2220, 2017 (~~October~~December 613, 2017)

AMERICAN POWER GROUP CORPORATION

(Exact name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-13776		71-0724248
(Commission File Number)		(I.R.S. Employer Identification Number)

2503 East Poplar Street

Algona, Iowa 50511

(Address of Principal Executive Offices, including Zip Code)

(781) 224-2411

(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 to 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01

Entry into a Material Definitive Agreement

~~During~~On ~~the~~December ~~period of October 6~~15, 2017 ~~and November 10~~, ~~2017,~~ American Power Group, Inc. ~~entered into unsecured promissory notes aggregating $56~~(“APG”),~~691.91~~ ~~with~~a ~~Arrow,~~wholly ~~LLC,~~owned ansubsidiary ~~entity associated with one~~ of ~~our~~American ~~Board~~Power ofGroup ~~Directors and notes aggregating $56~~Corporation,~~691.91 with Associate~~ ~~Private~~(the ~~Equity,~~“Company”) ~~LLC,~~and anIowa ~~entity~~State ~~associated~~Bank, ~~with~~entered ~~another~~into ~~member~~a ofChange ~~our Board~~ of ~~Directors.~~Terms ~~The~~Agreement, ~~notes~~pursuant ~~bear~~to ~~simple~~which ~~interest at~~ the ~~rate~~ maturity of ~~10%~~APG’s $500,000 ~~per~~Revolving ~~annum~~Line ~~and~~of ~~will~~Credit ~~become~~was ~~due~~extended ~~and~~from ~~payable on~~ December 3118, 2017 ~~and~~to ~~may~~January be18, ~~prepaid at any time~~2018.

~~The foregoing~~Item ~~description~~1.02 ofTermination ~~the note does not purport to be complete and is qualified in its entirety by reference to the complete text~~ of ~~each such document,~~ a ~~copy~~Material ofDefinitive ~~which is filed as an exhibit hereto and is incorporated herein by reference.~~Agreement

On ~~October~~December 2713, 2017, ~~the~~M&R ~~holders~~Development, ofInc. ~~American~~(“M&R”) ~~Power~~purported ~~Group~~to ~~Corporation’s~~terminate ~~Subordinated~~the ~~Contingent~~June ~~Convertible~~17, ~~Promissory~~2009 ~~Notes~~Exclusive Patent License inAgreement between M&R and the ~~aggregate~~Company ~~principal~~based ~~amount~~on oftheir ~~$3,000,000~~assertion (that the ~~“Notes”)~~Company ~~agreed~~is insolvent and that it has not made commercially reasonable efforts to ~~extend~~commercialize their dual fuel products. The Company has notified M&R of their disagreement with these assertions and the ~~maturity~~termination and of their intent to continue marketing their dual fuel products pursuant to the ~~Notes~~terms ~~from~~of ~~October~~the ~~27,~~license ~~2017~~agreement ~~until~~while ~~December~~the ~~31,~~Company ~~2017~~and M&R utilize the dispute resolution provisions provided for in the agreement.

~~On November~~Item ~~21, 2017, American Power Group, Inc~~3.01 ~~(“APG”),~~Notice ~~a wholly owned subsidiary~~ of ~~American~~Delisting ~~Power~~or ~~Group~~Failure ~~Corporation, and~~To ~~Iowa~~Satisfy ~~State Bank (the “Bank”), entered into~~ a ~~Change~~Continued ofListing ~~Terms~~Rule ~~Agreement,~~or ~~pursuant~~Standard; toTransfer ~~which the maturity~~ of ~~APG’s $500,000 Revolving Line of Credit was extended from November 18, 2017 to December 18, 2017.~~Listing

~~Item~~On September 18, 2017, the Company was notified by the OTC Markets Group that the bid price of the Company’s common stock had closed below $0.01 for more than 30 consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.033(2). ~~Creation~~The ofCompany was granted a ~~Direct~~90 ~~Financial~~calendar ~~Obligation~~day cure period during which the minimum closing bid price for the Company’s common stock needed to be $.01 or angreater ~~Obligation~~for ~~Under~~ten anconsecutive ~~Off-Balance~~trading ~~Sheet~~days ~~Arrangement~~in oforder ato continue ~~Registrant~~trading on the OTCQB marketplace. On December 19, 2017, the Company’s common stock was removed from the OTCQB and has been moved to the OTCPINK.

See the disclosures set forth in Item 1.01 above, which are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 20, 2017, Charles McDermott resigned from the Board of Directors of the American Power Group Corporation (the “Company”). Mr. McDermott’s resignation is not due to any disagreement known to the Company’s executive officers with respect to any matter relating to the Company’s operations, policies or practices.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

	Exhibit No.		Description
	10.1		~~Amendment~~Change toin ~~Promissory~~Terms ~~Notes~~Agreement, dated as of ~~October~~December 2615, 2017, among American Power Group, ~~Corporation~~Inc. and ~~the~~Iowa ~~holders~~State ~~of such Notes~~Bank
	10.2		Change in Terms Agreement, dated as of November 21, 2017, among American Power Group, Inc. and Iowa State Bank
	10.3		Unsecured Promissory Note in the amount of $15,329.67, dated as of October 6, 2017, among American Power Group, Inc. and Arrow, LLC
	10.4		Unsecured Promissory Note in the amount of $15,329.67, dated as of October 6, 2017, among American Power Group, Inc. and Associated Private Equity
	10.5		Unsecured Promissory Note in the amount of $41,352.24, dated as of November 9, 2017, among American Power Group, Inc. and Arrow, LLC
	10.6		Unsecured Promissory Note in the amount of $41,352.24, dated as of November 10, 2017, among American Power Group, Inc. and Associated Private Equity

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.

	AMERICAN POWER GROUP CORPORATION
	By:	/s/ Charles E. Coppa
		Charles E. Coppa
		Chief Executive Officer
Date: November 22, 2017
Date: December 20, 2017

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