Amended Annual Report (10-k/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2021

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________ 

Commission File No. 033-19411-C

 

OCEAN THERMAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

  

Nevada		20-5081381
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

800 South Queen Street, Lancaster, PA 17603

(Address of principal executive offices, including Zip Code)

 

717-299-1344

(Registrant’s telephone number, including area code)

 

Securities Registered pursuant to Section 12(b) of the Act: None

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

 

Securities Registered pursuant to Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐     No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed as of the price at which the common equity was last sold on the last business day of the registrant’s most recently completed second fiscal quarter was $3,298,776.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 15, 2022, there were 174,370,469 shares of the registrant’s common stock outstanding, par value $0.001.

 

DOCUMENTS INCORPORATED BY REFERENCE: None 

 

/s/ Liggett & Webb, P.A.

Boynton Beach, Florida

PCAOB ID#  287

 

 

EXPLANATORY NOTE

 

This annual report on Form 10-K/A (Amendment No. 1) amends the annual report on Form 10-K of Ocean Thermal Energy Corporation for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission on March 30, 2022 (the “Original Filing”), for the sole purpose of including Exhibit 31.1, Section 302 Certification of Principal Executive Officer Pursuant to Rule 13a14, Exhibit 31.2, Section 302 Certification of Principal Financial Officer Pursuant to Rule 13a14, Exhibit 32.1, Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Exhibit 32.2, Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which were inadvertently omitted from the Original Filing. Except as discussed above, we have not modified or updated disclosures presented in the Original Filing.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)	The following financial statements are filed as part of this report:

 

		Page
Audited Consolidated Financial Statements for the Year Ended December 31, 2021 and 2020:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020		F-4
Consolidated Statements of Changes in Stockholders’ Deficiency Years Ended December 31, 2021 and 2020		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020		F-6
Notes to the Consolidated Financial Statements		F-7

 

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(b)	The following exhibits are filed as part of this report:

 

Exhibit Number*		Title of Document		Location
Item 3		Articles of Incorporation and Bylaws
3.01		Articles of Incorporation of TetriDyn Solutions, Inc., dated May 15, 2006		Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.02		Bylaws		Incorporated by reference from the Current Report on Form 8-K filed June 7, 2006
3.03		Designation of Rights, Privileges, and Preferences of Series A Preferred Stock		Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
3.04		Certificate of Change Pursuant to NRS 78.209 of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 6, 2016		Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.05		Certificate of Correction of TetriDyn Solutions, Inc., filed with the Nevada Secretary of State on December 15, 2016		Incorporated by reference from the Current Report on Form 8-K filed December 12, 2016
3.06		Certificate of Amendment to Articles of Incorporation dated May 8, 2018		Incorporated by reference from the Current Report on Form 8-K filed May 12, 2018
3.07		Certificate of Designation filed with the Nevada Secretary of State on June 6, 2019		Incorporated by reference from the Quarterly Report for the quarter ended June 30, 2019, filed August 13, 2019
Item 4		Instruments Defining the Rights of Security Holders, including indentures
4.01		Specimen Stock Certificate		Incorporated by reference from the Registration Statement on Form S-8 filed August 25, 2018
Item 10		Material Contracts
10.07		Loan Agreement between TetriDyn Solutions, Inc., and Southeast Idaho Council of Governments, Inc., together with related promissory notes, dated December 23, 2009		Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2009, filed March 31, 2010
10.18		Consolidated Promissory Note for $394,350 dated December 31, 2014		Incorporated by reference from the Current Report on Form 8-K filed June 8, 2015
10.25		Promissory Note dated February 25, 2016		Incorporated by reference from the Current Report on Form 8-K filed March 1, 2016
10.26		Promissory Note dated November 23, 2015		Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2015, filed March 30, 2016
10.29		Promissory Note dated October 20, 2016		Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016
10.30		Promissory Note dated May 20, 2016		Incorporated by reference from the Current Report on Form 8-K filed May 24, 2016
10.31		Amendment to Convertible Promissory Notes dated February 24, 2018		Incorporated by reference from the Current Report on Form 8-K filed March 2, 2018
10.32		Agreement and Plan of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy Corporation dated March 1, 2018		Incorporated by reference from the Current Report on Form 8-K filed March 10, 2018
10.36		Note and Warrant Purchase Agreement dated December 28, 2018		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018

   

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Exhibit Number*		Title of Document		Location
10.37		Form of Unsecured Promissory Note		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
10.38		Form of Unsecured Common Stock Purchase Warrant		Incorporated by reference from the Current Report on Form 8-K filed January 3, 2018
10.42		Securities Purchase Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.43		Senior Secured Promissory Note dated February 16, 2018, issued to L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.44		Security Agreement dated February 16, 2018, between Ocean Thermal Energy Corporation and L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.45		Common Stock Purchase Warrant dated February 16, 2018, issued to L2 Capital, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.46		Common Stock Purchase Warrant dated February 16, 2018, issued to Craft Capital Management, LLC		Incorporated by reference from the Current Report on Form 8-K filed February 23, 2018
10.47		Lease Agreement between Ocean Thermal Energy Corporation and Queen Street Development Partners 1, LP, as amended		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.48		Employment Agreement with Jeremy P. Feakins dated January 1, 2011**		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.49		Loan Agreement, Promissory Note, and Warrant to Purchase up to 3,295,761 Shares of Common Stock between Ocean Thermal Energy Corporation and DCO Energy, LLC, dated February 10, 2012, including Forbearance and Loan Extension Agreement dated April 1, 2016		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.50		Form of Loan Agreement, Promissory Note (Series B), Security Agreement, and Warrant (with related schedule) [2013]		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.51		Promissory Note for $290,000 payable to Theodore Herman dated December 31, 2013		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.52		Loan Agreement, Promissory Note, and Warrant to Purchase up to 12,912,500 Shares of Common Stock between Ocean Thermal Energy Corporation and Jeremy P. Feakins & Associates, LLC, dated April 1, 2014, including Forbearance and Loan Extension Agreement (Revised and Reformed) dated April 1, 2016		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.53		Loan Agreement, Promissory Note, and Warrant to Purchase up to 200,000 Shares of Common Stock between Ocean Thermal Energy Corporation and Mart Inn, Inc., dated December 22, 2014		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.54		Loan Agreement, Promissory Note, and Warrant to Purchase up to 100,000 Shares of Common Stock between Ocean Thermal Energy Corporation and James G. Garner, Jr., dated December 26, 2014		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.55		Promissory Note dated April 17, 2015, with extensions		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.56		Promissory Note dated October 20, 2016, to Peter Wolfson		Incorporated by reference from the Current Report on Form 8-K filed October 20, 2016.
10.57		Promissory Note dated December 21, 2016, to JPF Venture Group		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019

   

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Exhibit Number*		Title of Document		Location
10.58		Promissory Note dated March 9, 2018, to Jeremy P. Feakins & Associates, LLC		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.59		Loan Agreement and Promissory Note with JPF Venture Group, Inc., dated November 6, 2018		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.60		Form of Bridge Loan, Warrant, and Promissory Note for December 2018, together with schedule of investors		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019.
10.61		Replacement Convertible Promissory Note to L2 Capital, LLC, dated December 14, 2018		Incorporated by reference from the Annual Report for the year ended December 31, 2018, filed March 22, 2019
10.62		Form of Loan Agreement made January 2, 2019, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto		Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.63		Form of Convertible Loan Agreement with a maturity date of October 31, 2021, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto		Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
10.64		Form of Convertible Loan Agreement with a maturity date of December 31, 2022, between Ocean Thermal Energy Corporation and the lenders identified on the scheduled attached thereto		Incorporated by reference from the Annual Report for the year ended December 31, 2019, filed March 20, 2020
Item 14		Code of Ethics
14.01		TetriDyn Solutions, Inc. Code of Ethics		Incorporated by reference from the annual report on Form 10-KSB for the year ended December 31, 2006, filed April 2, 2007
Item 21		Subsidiaries of the Registrant
21.01		Schedule of Subsidiaries		Incorporated by reference from Post-Effective Amendment No. 1/A to the Registration Statement on Form S-1 (Amendment No. 1) filed January 10, 2019
Item 31		Rule 13a-14(a) Certifications
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14		This filing
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14		This filing
Item 32		Section 1350 Certifications
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		This filing
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		This filing
Item 101		Interactive Data Files***
101.INS		XBRL Instance Document		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022
101.SCH		XBRL Taxonomy Extension Schema		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022
101.CAL		XBRL Taxonomy Extension Calculation Linkbase		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022
101.DEF		XBRL Taxonomy Extension Definition Linkbase		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022
101.LAB		XBRL Taxonomy Extension Label Linkbase		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022
101.PRE		XBRL Taxonomy Extension Presentation Linkbase		Incorporated by reference from the Annual Report for the year ended December 31, 2021, filed March 30, 2022

___________________________

*	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.
**	Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K.
***	The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such filing or document.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	OCEAN THERMAL ENERGY CORPORATION
Dated: May 3, 2022	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Principal Executive Officer and
		Principal Financial Officer

 

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