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) February 10, 2016

PACIFIC GREEN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (408) 538-3373

N/A

(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))

On February 10, 2016, Pacific Green Technologies Inc. (“we”, “us”, “our” or “our company”) entered into share exchange agreements (each, an “Agreement”) with certain shareholders (the “Shareholder”) of EnviroTechnologies, Inc., a Delaware corporation (“Enviro”). Pursuant to the terms of the Agreements, we have agreed to acquire 21,721,414 issued and outstanding common shares of Enviro from the Shareholder in exchange for shares of common stock of our company on an one (1) for ten (10) basis. We did not issue any fractional shares of our company. In lieu of such fractional shares, the Shareholder entitled to such fractional shares had such fraction rounded up to the nearest whole number of shares of our company.

On February 10, 2016, pursuant to the Agreements, we closed on the above share exchange. We issued an aggregate of 2,172,142 unregistered and restricted common shares to three (3) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Brief Description of the Terms and Conditions of the Agreement

The following is a brief description of the terms and conditions of the Agreement that are material to our company:

The foregoing description of the Agreement is qualified in its entirety by the contents of the Agreement attached as Exhibit 10.1 to this current report.

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.

PACIFIC GREEN TECHNOLOGIES INC.

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