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)
May
8, 2017
____________________________
Ocean Thermal Energy Corporation
(Exact name of registrant as specified in
its charter)
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Nevada
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333-19411-C
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65-0008012
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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800 South Queen Street
Lancaster, PA 17603
(Address of principal executive offices,
including zip code)
(717) 715-0238
(Registrant’s telephone number, including
area code)
TetriDyn Solutions, Inc.
(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 (see General Instruction
A.2. below):
☐ 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. ☐
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously reported on the Current Report
on Form 8-K filed by TetriDyn Solutions, Inc., a Nevada corporation (“TetriDyn”), with the U.S. Securities and Exchange
Commission (the “SEC”) on March 10, 2017, TetriDyn entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Ocean Thermal Energy Corporation, a Delaware corporation (“OTE”). On May 9, 2017, TetriDyn consummated
the acquisition of all outstanding equity interests of OTE pursuant to the terms of the Merger Agreement, with a newly-created
Delaware corporation that is wholly-owned by TetriDyn (“TetriDyn Merger Sub”), merging with and into OTE (the “Merger”)
and OTE continuing as the surviving corporation and a wholly-owned subsidiary of TetriDyn. Effective upon the consummation of the
Merger (the “Closing”), the OTE Stock issued and outstanding or existing immediately prior to the Closing of the Merger
was converted at the Closing into the right to receive shares of New TetriDyn Stock (as defined below) as herein provided. As a
result of the Merger, TetriDyn succeeded to the business and operations of OTE.
In order to effect the Merger, on May 8,
2017, TetriDyn effectuated a recapitalization that consisted of a 2.1676 to 1 forward split (the “Forward Stock Split”)
of its 247,178 shares of issued and outstanding stock (“TetriDyn Post-Split Stock”). On May 8, 2017, the Secretary
of State of the State of Nevada accepted the Company’s
Certificate of Amendment to Articles of Incorporation for Nevada
Profit Corporations (Pursuant to NRS 78,385 and 78,390 – After Issuance of Stock
(the “Certificate of Amendment”)
effectuating the Forward Stock Split. Additionally, pursuant to the Certificate of Amendment and in connection with the Merger
and in order to effectuate the Forward Stock Split, TetriDyn’s name was changed to “Ocean Thermal Energy Corporation”
(the “Company”) and the number of authorized shares of common stock of the Company, par value $0.001 per share, was
increased to 200,000,000 shares.
The foregoing description of the Certificate
of Amendment is qualified in its entirety by the text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Effective upon the Closing, (i) each share
of the common stock of OTE issued and outstanding immediately prior to the Closing (“OTE Stock”) was converted into
the right to receive one fully-paid and nonassessable newly-issued share of TetriDyn Post-Split Stock (the “New TetriDyn
Stock”), subject to certain restrictions on transfer as provided in the Merger Agreement and subject to the rights of certain
holders of shares of OTE Stock to exercise their rights as dissenters to seek an appraisal of the fair value thereof as provided
under Delaware Law (each, a “Dissenting OTE Stockholder”); (ii) each former holder of a warrant to purchase OTE Stock
that was outstanding immediately prior to the Closing (collectively, the “Former Warrant Holders”) was granted a new
warrant to purchase shares of New TetriDyn Stock at the same applicable exercise price and terms of such holder’s warrant
to purchase OTE Stock and each such warrant to purchase OTE Stock in effect as of immediately prior to the Closing was terminated
and cancelled; and (iii) each former holder of a convertible debenture exercisable to purchase OTE Stock that was outstanding immediately
prior to the Closing (collectively, the “Former Convertible Debenture Holders”) was issued a new convertible debenture
to purchase shares of New TetriDyn Stock at the same exercise price and terms of such holder’s convertible debenture to purchase
OTE Stock and each such convertible debenture to purchase OTE Stock in effect as of immediately prior to the Closing was terminated
and cancelled.
The number of shares of New TetriDyn Stock
issued to the stockholders of OTE, together with the number of shares issuable on the exercise of warrants held by the Former Warrant
Holders and the conversion of outstanding convertible debentures held by the Former Convertible Debenture Holders constitutes,
on a consolidated fully-diluted basis, 90% of the number of shares of common stock of the Company on a fully-diluted basis after
giving effect to the Merger. The shares of common stock of the Company, par value $0.001 per share (“Company Stock”),
issued and outstanding immediately prior to Closing will remain issued and outstanding. On a fully-diluted basis, the former stockholders
of OTE own 99.5% of the issued and outstanding shares of the Company’s capital stock, with the stockholders of TetriDyn immediately
prior to the Closing owning the remaining 0.5%. The Board of Directors of TetriDyn determined that the terms of the Merger were
fair to, and in the best interest of its stockholders in light of the current development of, and proprietary rights of OTE in,
the business of providing deep-water hydrothermal technologies to provide renewable energy and drinkable water. The Board of Directors
determined that the value of this business, relative to TetriDyn’s ongoing efforts to develop sustainable living communities
by creating ecologically sustainable “EcoVillages” powered by 100% fossil-fuel free electricity, buildings cooled by
energy efficient and chemical-free systems, and on-site water produced for drinking and agriculture, is properly reflected by the
terms of the Merger.
TetriDyn had a pre-existing substantive
relationship with OTE by virtue of the fact (i) that the Chairman and Chief Executive Officer of TetriDyn Solutions, Jeremy P.
Feakins, is also the Chairman and Chief Executive Officer of OTE, and (ii) that JPF Venture Group, Inc., a Delaware corporation,
which was a stockholder of TetriDyn and a stockholder of OTE immediately prior to the Closing, and is primarily owned by Mr. Feakins,
sold and transferred all of its assets, including but not limited to certain intellectual property and other assets related to
the EcoVillage business, to TetriDyn, as discussed further in the Company’s Current Report on Form 8-K filed with the SEC
on December 12, 2017, as amended by that certain Current Report on Form 8-K/A filed by the Company with the SEC on December 20,
2017.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the shares of the Company’s
common stock upon consummation of the Acquisition is exempt from registration under the Securities Act of 1933, as amended (the
“Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public
offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the SEC thereunder.
Item 3.03 Material
Modification to Rights of Security Holders.
The information set forth in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes
in Control of Registrant.
The information set forth in Item 2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.01.
Beneficial ownership has been determined
in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating
as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock
issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that
person at that date which are exercisable within 60 days of that date. The Company does not know of any arrangements the operation
of which may at a subsequent date result in a change of control of the Company.
The following table sets forth, as of May
11, 2017, certain information as to shares of the Company’s common stock owned by (i) each person known to beneficially own
more than five percent (5%) of our outstanding common stock or preferred stock, (ii) each of our directors, and each of our named
executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), and (iii) all of our executive
officers and directors as a group. Unless otherwise indicated, the address of each named beneficial owner is the same as that of
our principal executive offices located at 800 South Queen Street, Lancaster, Pennsylvania 17603.
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Name and Address of Beneficial Owner (1)
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Number of Shares of Common Stock Beneficially Owned (2)
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Percent of Common Stock Beneficially Owned
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JPF Venture Group, Inc. (3)
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9,296,993
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7.06%
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Jeremy P. Feakins (4)
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17,943,395
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13.62%
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Antoinette Hempstead (5)
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115,132
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*
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Peter H. Wolfson (6)
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911,818
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*
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Steve Oney (7)
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7,648,000
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6.23%
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All executive officers and directors as a group (three persons)
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18,973,336
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14.30%
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_______________________
* Less than 1%
(1) Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of
our common stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, or other
rights, are deemed outstanding for purposes of computing shares beneficially owned by the percentage ownership of each such person
and group. Applicable percentages are based on 122,755,483 shares of our common stock outstanding on May 11, 2017, and are calculated
as required by rules promulgated by the SEC.
(2) Unless
otherwise noted, all shares listed are owned of record and the record owner has sole voting and investment power, subject to community
property laws where applicable.
(3)
JPF Venture Group, Inc.’s beneficial ownership is reported based on its ownership
of (a) 265,602 shares owned of record, and (b) shares of common stock issuable on the conversion of a (i) $50,000 promissory note
dated June 2015, convertible at $0.03 per share into 3,612,596 shares of common stock; (ii) $50,000 promissory note dated November
2015, convertible at $0.03 per share into 3,612,596 shares of common stock; and (iii) $25,000 promissory note dated December 2016,
convertible at $0.03 per share into 1,806,298 shares of common stock. All calculations in this footnote are based on conversion
of the principal only.
(4) Consists
of 8,646,401 shares owned of record by Jeremy Feakins and shares beneficially owned by JPF Venture Group, Inc. as set forth in
footnote 3 above. JPF Venture Group, Inc. is an investment entity that is majority-owned by Jeremy P. Feakins. Jeremy Feakins also
controls JPF Venture Group, Inc., and as such, is deemed to be the beneficial owner of shares owned of record by it.
(5) Consists
of 9,119 shares owned of record by Antoinette K. Hempstead and 106,013 shares owned of record by Sawtooth Meadows, LP. Antoinette
Knapp Hempstead is owner of, and controls, Sawtooth Meadows, LP, and as such, is deemed to be the beneficial owner of shares owned
of record by Sawtooth Meadows, LP.
(6) Peter
H. Wolfson’s beneficial ownership is reported based on his ownership of (a) 11,661 shares owned of record, and (b) shares
of common stock issuable on the conversion of a $12,500 promissory note dated October 2016, convertible at $0.03 per share into
903,148 shares of common stock. All calculations in this footnote are based on conversion of the principal only.
(7) Steve
Oney’s beneficial ownership is reported based on his ownership of 7,648,000 shares owned of record.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 7.01 Regulation
FD Disclosure
On May 10, 2017, the Company issued a press
release announcing that it has consummated the transactions contemplated by the Merger Agreement.
A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
As permitted by Item 9.01(a)(4) of Form
8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment to this Current
Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.
(b) Pro
Forma Financial Information.
As permitted by Item 9.01(b)(2) of Form
8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company by an amendment to this
Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.
(d) Exhibits
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3.1
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Certificate of Amendment to the Company’s Articles of Incorporation for Nevada Profit Corporations
(Pursuant to NRS 78,385 and 78,390 – After Issuance of Stock, filed with the Secretary of State of the State of Nevada on
May 8, 2017.
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99.1
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Press Release issued by the Company on May 10, 2017.
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The information in this Current Report
on Form 8-K furnished pursuant to Item 7.01 (the “Item 7.01 Information”) is not deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject
to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other
document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,
regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference
to this filing.
By providing the Item 7.01 Information,
the Company makes no admission as to the materiality of the Item 7.01 Information. The Item 7.01 Information is intended to be
considered in the context of the Company’s filings with the SEC and other public announcements that the Company makes, by
press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the Item
7.01 Information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made
through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain
forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. The forward-looking
statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance, and
are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. Any forward-looking statements
in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could
cause actual results to differ materially, including risks more fully described in the Company’s most recently filed Quarterly
Report on Form 10-Q and Annual Report on Form 10-K. The Company assumes no obligation to update any forward-looking information
contained in this Current Report on Form 8-K.
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.
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OCEAN THERMAL ENERGY CORPORATION
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By:
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/s/ Jeremy Feakins
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Jeremy Feakins
Chief Executive Officer and Chief Financial Officer
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Date:
May 12, 2017
Exhibit 3.1
1. Name of Corporation:
TetriDyn Solutions, Inc.
2. The articles have been amended as follows: (provide
article numbers, if available)
Article I is amended to read in its entirety as follows:
“The name of the Corporation is Ocean Thermal Energy Corporation.”
Article IV is amended and restated to read in its entirety
as set forth in Exhibit A attached hereto.
3. The vote by which the stockholders holding shares
in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: 58.33%
4. Effective date and time of
filing:(optional) Date: Time:
5. Signature: (required)
* If any proposed amendment would
alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the
voting power thereof.
IMPORTANT
: Failure to include
any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
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Revised: 1-5-15
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EXHIBIT A
Article IV
Authorized
Shares
The Corporation is authorized to issue Two Hundred and Five Million (205,000,000) shares, of which Two Hundred Million (200,000,000)
shares shall be common stock, par value $0.001 per share ("Common Stock"), and Five Million (5,000,000) shares shall be preferred
stock, par value $0.001 per share ("Preferred Stock"). Shares of any class of stock may be issued, without stockholder action,
from time to time, in one or more series, as may be determined by the Board of Directors of the Corporation. The Board of
Directors of the Corporation is hereby expressly granted authority, without stockholder action, and within the limits set
forth in the Nevada Revised Statutes, to:
(a) designate, in whole or in part, the voting powers, designations, preferences,
limitations, restrictions, and relative rights of each class of shares before the issuance of any shares of that class;
(b)
create one or more series within a class of shares, fix the number of shares of each such series, and designate in whole or
in part the voting powers, designations, preferences, limitations, restrictions, and relative rights of the series, all before
the issuance of any shares of that series; or
(c) alter or revoke the preferences, limitations, and relative rights granted
to or imposed upon any wholly-unissued class of shares or any wholly-unissued series of any class of shares.
The allocation
between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets
of the Corporation upon dissolution shall be as designated by the Board of Directors of the Corporation. All rights accruing
to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws
or in any amendment hereto or thereto shall be vested in the Common Stock. Accordingly, unless and until otherwise designated
by the Board of Directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall
have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.
Upon the effectiveness
of this Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada (the "Effective
Time"), each 1 share of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time ("Old
Common Stock") shall automatically be converted, without any action on the part of the holder thereof, into 2.1675587292170
shares of fully paid and non-assessable Common Stock of the Corporation (the "Forward Stock Split"). Fractional shares, if
any, will be rounded up to the next whole share. The Forward Stock Split shall occur whether or not the certificates representing
shares of Old Common Stock are surrendered to the Corporation or its transfer agent. The Forward Stock Split shall be effected
on a record holder-by-record holder basis, such that any fractional shares of Common Stock resulting from the Forward Stock
Split and held by a single record holder shall be aggregated. The par value of each share of Common Stock shall not be adjusted
in connection with the Forward Stock Split, and the number of shares of Common Stock the Corporation is authorized to issue,
as set forth in this Article IV, shall not be affected by the Forward Stock Split.
Exhibit 99.1
Ocean
Thermal Energy Corporation Goes Public Via Reverse Merger into TetriDyn Solutions, Inc.
Trading
under Ticker “TDYS”
Lancaster, PA - May 10, 2017
- Ocean
Thermal Energy Corporation, (OTC: TDYS) (the “Company”, “we” or “OTEC”), a builder and operator
of clean hydrothermal energy plants and developer of Seawater Air Conditioning plants for large commercial properties worldwide,
today announced that it has completed its reverse merger with TetriDyn Solutions, Inc. (“TetriDyn”), a fully-reporting
public company. Pursuant to the Agreement and Plan of Merger, the shareholders of the Company have become the controlling shareholders
of TetriDyn. On a fully-diluted basis, the Company’s shareholders own 90% of the shares of TetriDyn.
The Secretary of State of Nevada has accepted
the change of TetriDyn’s name to Ocean Thermal Energy Corporation. The Company has submitted an application and is awaiting
approval from FINRA to effectuate the name change and business combination on the public market. At that time, trading in the stock
will reflect the combined businesses pursuant to the Merger.
“Becoming a public company is a key
element of our growth strategy, and the completion of this merger is a significant accomplishment for OTE," said Jeremy Feakins,
Chairman and CEO of OTE. "A public listing will provide us with access to capital from the public markets and will enable
us to broaden our investor base, recruit additional key team members, and accelerate the development of our pipeline projects.”
Ocean Thermal Energy Corporation is a project
developer in the renewable electricity and potable water business utilizing Company owned Intellectual Property and the years of
hands-on experience of its Oceanographers, Engineers, and Marine Scientists. OTE designs Ocean Thermal Electrical Conversion (“OTEC”)
power plants, and Seawater Air Conditioning (“SWAC”) plants for large commercial properties. OTEC is a clean technology
that extracts energy from the temperature difference between warm surface ocean water and cold deep seawater. In addition to producing
electricity, the seawater running through an OTEC plant can produce thousands of cubic meters of fresh water every day for agriculture
and human consumption. The technology can also be used to cool buildings (SWAC) and for fish farming and aquaculture. The Company’s
vision is to bring these technologies to tropical and subtropical regions of the world where approximately 3 billion people live.
The market also includes anywhere energy independence is crucial.
Further information about the merger may
be found in the Form 8-K filed with the Securities and Exchange Commission by TetriDyn dated March 10, 2017. The foregoing summary
of the transaction is qualified in its entirety by the terms of the Agreement and Plan of Merger filed as an exhibit to the Form
8-K.
About Ocean Thermal Energy Corporation
OTE is a Lancaster, Pennsylvania-based
Company with plans and projects for deep-water hydrothermal clean-energy systems which include producing fossil-fuel free electricity
through Ocean Thermal Energy Conversion (OTEC) and environmentally friendly Seawater Air Conditioning (SWAC). An important part
of the technology is the production of large amounts of water for drinking, aquaculture, and agriculture.
OTE’s technology is best suited to
tropical and subtropical regions of the world where about 3 billion people live. It utilizes the natural temperature differential
in oceans to generate base-load, 24/7, clean, non-polluting electricity, as well as alternative, energy-efficient cooling systems
and fresh water, the latter of which is essential for the entire world, particularly developing communities. Since the 1970s, OTEC
and SWAC systems have been successfully demonstrated and operating in several locations around the world.
For additional information regarding OTE,
please visit the Company’s website at www.otecorporation.com.
Safe Harbor Statement
Except for the historical information contained
herein, this press release contains forward-looking statements made pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release regarding OTE’s plans
or expectations following the approval from the US Virgin Islands Public Services Commission constitute forward-looking statements.
These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking
statements. These risks and uncertainties, include, without limitation: a decision by any of the interested parties to not enter
into a definitive power purchase agreement; the inability of the parties to successfully negotiate and enter into a definitive
power purchase agreement; the inability of the parties to meet every closing condition contained in such definitive power purchase
agreement and the protection and maintenance of OTE’s intellectual property rights. Additional information and factors that
could cause actual results to differ materially from those in the forward-looking statements are contained in OTE’s periodic
reports filed with the Securities and Exchange Commission under the heading "Risk Factors." Undue reliance should not
be placed on forward-looking statements, which speak only as of the date they are made, and the facts and assumptions underlying
the forward-looking statements may change. Except as required by law, OTE disclaims any obligation to update these forward-looking
statements to reflect future information, events or circumstances.
Investor Contact
Chuck Harbey
PCG Advisory Group
D: 646 863 7997
charbey@pcgadvisorygroup.com