TAMPA, FL--(Marketwired - May 7, 2015) - HPEV, Inc. (OTCQB: WARM), an innovator in motor and generator power improvements, energy efficiency, and heat removal technologies, has executed a Settlement and Release Agreement with Spirit Bear Limited ("Spirit Bear"), an early investor in HPEV. The non-dilutive agreement dismisses the lawsuits and unconditionally releases all actions, complaints, liabilities, obligations, damages, and expenses among the parties and all related or affiliated persons. It also provides for the orderly separation of Spirit Bear and its associates from influence or oversight of HPEV operations.
"I am very pleased for our customers and all of our shareholders. This settlement allows HPEV's management and advisory board a clear and rapid path to execute on our operating plans to drive orders and revenue," said Timothy Hassett, HPEV's Chairman and CEO.
Jay Palmer, President of Spirit Bear Limited, added, "We fully support HPEV's go-to-market vision. We are very excited to see the various HPEV products hit the markets, especially the Mobile Power Generation products and the Ultimate Power Truck. We view these as great market changing products for the target markets the Company has identified."
Spirit Bear agreed that Jay Palmer, Carrie Dwyer and Donica Holt, the Spirit Bear holdover directors, will tender their resignation letters from the Board of Directors of the Company. The resignation letters will become effective upon the filing of a registration statement. Furthermore, Spirit Bear also agreed that as of the date HPEV files the registration statement, Spirit Bear will no longer have any rights to appoint nominees to the Board of Directors.
Company President Theodore Banzhaf commented, "We are very happy to have this agreement and the litigation completely behind us and have it settled in a non-dilutive manner. This will allow us complete focus as we move toward achievement of our business and share value building goals."
HPEV's capitalization table will not change and there will not be additional warrants issued or cancelled. The Company has agreed to file a registration statement on Form S-1 covering all warrants, common and preferred shares of stock owned by Spirit Bear and its affiliates or assignees. The Company has also agreed to re-price some of Spirit Bear's warrants.
When the registration statement is declared effective by the SEC, all of the parties to the settlement agreement will release the others from all claims each party ever had against the others. The only exceptions are claims to enforce the agreement and/or the damages provided for therein.