UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  October 16, 2017
 
POWIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
000-54015
87-0455378
State or other jurisdiction incorporation
Commission File Number
IRS Employer
Identification No.
  
20550 SW 115th Ave. Tualatin, OR 97062
(Address of principal executive offices)                                                          (Zip Code)

Registrant's telephone number, including area code:   (503) 598-6659

 
 
(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))

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).
 
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.
 
Emerging Growth Company     ☒
 

 


 
Section 3-
Securities and Trading Markets

Item 3.02
Unregistered Sale of Equity Securities

          Effective October 16, 2017, the Company issued an aggregate of 8,155,146 shares of common stock in satisfaction of certain outstanding indebtedness in the aggregate principal and interest balance of $6,151,232.88 as follows:

·          4,077,573 shares were issued to Joseph Lu, the Company’s CEO and a director, in satisfaction of indebtedness in the aggregate amount of $3,075,616.44.

·          4,077,573 shares were issued to Xiao Yin Zhu in satisfaction of indebtedness in the amount of $3,075,616.44. Ms. Zhu is not an officer or a director of the Company.

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.
 
 
POWIN ENERGY CORPORATION
   
Dated:   October 18, 2017
By: /s/  Geoffrey  L. Brown
President