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):   December 7, 2015

TetriDyn Solutions, Inc.
(Exact name of registrant as specified in its charter)
           
Nevada
 
033-19411-C
 
65-0008012
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
           
1585 N Skyline Drive
     
Idaho Falls, ID
 
83402
 
(Address of principal executive offices)
 
(Zip code)
 
       
Registrant’s telephone number, including area code:
 
(208) 232-4200
 
       
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))


 
 
 

ITEM 1.02—TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On December 7, 2015, we entered into an Agreement to Terminate Agreement and Plan of Merger with Ocean Thermal Energy Corporation because the Agreement and Plan of Merger was not able to be completed timely, despite the parties’ best efforts, and the continued uncertainty was interrupting the efforts of the parties to advance their respective business.


ITEM 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
 DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICER

On December 7, 2015, Antoinette Knapp Hempstead resigned from all positions as an officer and director of TetriDyn Solutions, Inc., effective immediately upon acceptance by our board of directors. Ms. Hempstead’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies, or practices.


ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following are filed as exhibits to this report:

Exhibit
Number*
 
Title of Document
 
Location
         
Item 10
 
Material Contracts
   
10.24
 
Agreement to Terminate Agreement and Plan of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy Corporation dated December 7, 2015
 
Attached
         
Item 17
 
Correspondence on Departure of Director
   
17.03
 
Resignation Letter of Antoinette Knapp Hempstead dated December 7, 2015
 
Attached
_______________
 
*
All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.


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.

 
TETRIDYN SOLUTIONS, INC.
 
       
       
Date: December 9, 2015
By:
/s/ Jeremy P. Feakins
 
   
Jeremy P. Feakins
 
   
Chief Executive Officer and
 
   
Chief Financial Officer
 
 
2

AGREEMENT TO TERMINATE
AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT TO TERMINATE AGREEMENT AND PLAN OF MERGER (this “ Termination Agreement ”), is entered into as of December 7, 2015, by and between TETRIDYN SOLUTIONS, INC. , a Nevada corporation (“ TetriDyn ”), and OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (“ OTE ”), on the following:


Premises

A.           TetriDyn and OTE previously entered into that certain Agreement and Plan of Merger (the “ Agreement ”) dated as of March 12, 2015, which provides for the acquisition by TetriDyn of OTE on the terms and conditions set forth in the Agreement. Section 7.01 of the Agreement provides for certain rights of termination of the Agreement if the Merger (as defined therein) was not completed on or before May 15, 2015. The Merger was not completed by such date, and the parties signed an Amendment to Agreement and Plan of Merger to strike the date of May 15, 2015, each and every time that it appeared therein and insert in the resulting space the date of August 14, 2015. Again the Merger was not completed by such date, and the parties signed a Second Amendment to Agreement and Plan of Merger to strike the date of August 14, 2015, each and every time that it appeared therein and insert in the resulting space the date of October 16, 2015.

B.           As contemplated by the Agreement, TetriDyn prepared and filed with the collaboration of OTE, an application with the California Corporations Commission. As of October 16, 2015, the Merger was not completed, and to date the California Corporations Commission has not completed its review of TetriDyn’s application for fairness determination. This continued uncertainty has interrupted the efforts of the parties to advance their business. Furthermore, in the interim, the circumstances of both parties have changed in that TetriDyn has an opportunity to proceed with beta tests of its Silver Key Solution product line, and OTE is reassessing its project pipeline pending the uncertainty and delays facing its Baha Mar project.

C.           The parties now desire to terminate the Agreement pursuant to Section 7.01 thereof.


Agreement

NOW THEREFORE, upon the foregoing premises, which are incorporated herein by reference, the parties hereby agree as follows:

1.           The Agreement shall be terminated by mutual consent of the parties in accordance with Section 7.01(a) thereof.

2.           The Agreement shall forthwith become void, and there shall be no liability on the part of one Party to the other Party to consummate the transaction contemplated by the Agreement.

3.           All rights and obligations of either party under the Agreement shall cease.

 
 
 


 
IN WITNESS WHEREOF , the parties hereto have caused this Termination Agreement to be executed as of the date first written above by their respective officers, thereunto duly authorized.
 
 
  TETRIDYN SOLUTIONS, INC.

By: /s/ Antoinette Knapp Hempstead
Antoinette Knapp Hempstead
President
 
 
OCEAN THERMAL ENERGY CORPORATION

By: /s/ Jeremy P. Feakins
Jeremy P. Feakins
President
 
 
2

RESIGNATION LETTER





December 7, 2015





Board of Directors
TetriDyn Solutions, Inc.

Dear Gentlemen:


In view of the termination of the Agreement and Plan of Merger with Ocean Thermal Energy Corporation and my personal commitments, I hereby resign from all positions as an officer and director of TetriDyn Solutions, Inc. (the “Corporation”), effective immediately upon acceptance by the board of directors.

My resignation is not the result of any disagreement with the Corporation on any matter relating to its operations, policies, or practices.
 
 
  Sincerely,

/s/ Antoinette Knapp Hempstead
Antoinette Knapp Hempstead