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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ocean Thermal Energy Corporation (CE) | USOTC:CPWR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0062 | 0.00 | 01:00:00 |
Nevada
|
20-5081381
|
(State or other
jurisdiction of
incorporation or
organization)
|
(I.R.S.
Employer
Identification
No.)
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐ (Do
not check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
|
|
Emerging growth
company
|
☐
|
PART I
|
|
ITEM 1. BUSINESS.
|
|
ITEM 1A. RISK FACTORS.
|
10 |
ITEM 1B. UNRESOLVED STAFF COMMENTS.
|
|
ITEM 2. PROPERTIES.
|
16 |
ITEM 3. LEGAL PROCEEDINGS.
|
|
ITEM 4. MINE SAFETY DISCLOSURES.
|
16 |
PART II
|
|
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
ITEM 6. SELECTED FINANCIAL DATA.
|
18 |
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
|
18 |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
21
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
|
|
ITEM 9A. CONTROLS AND PROCEDURES.
|
|
ITEM 9B. OTHER INFORMATION
|
|
PART III
|
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
|
ITEM 11. EXECUTIVE COMPENSATION
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR
INDEPENDENCE.
|
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
PART IV
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
|
Low
|
High
|
Year
Ended December 31, 2018
|
|
|
First
Quarter (through March 20, 2018)
|
$
0.12
|
$
0.52
|
|
|
|
Year
Ended December 31, 2017
|
|
|
Fourth
Quarter
|
$
0.17
|
$
2.25
|
Third
Quarter
|
$
1.00
|
$
7.00
|
Second
Quarter
|
$
3.00
|
$
12.25
|
First
Quarter
|
$
1.70
|
$
17.50
|
|
|
|
Year
Ended December 31, 2016
|
|
|
Fourth
Quarter
|
$
1.025
|
$
7.50
|
Third
Quarter
|
$
6.25
|
$
7.50
|
Second
Quarter
|
$
5.00
|
$
7.50
|
First
Quarter
|
$
7.40
|
$
12.50
|
|
|
|
Name
|
Age
|
Position
|
Jeremy
P. Feakins
|
64
|
Chairman of the
Board, Chief Executive Officer, Chief Financial Officer and
Secretary/Treasurer
|
Peter
H. Wolfson
|
53
|
Director
|
Antoinette K.
Hempstead
|
53
|
Director
|
Name and
principal position
|
Year
ended
December
31
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All Other
Compensation ($)
|
Total
($)
|
Jeremy Feakins
(1)
|
2017
|
381,110
|
0
|
581,571
|
0
|
0
|
0
|
0
|
962,681
|
Jeremy
Feakins
|
2016
|
247,917
|
0
|
0
|
0
|
0
|
0
|
0
|
247,917
|
Name and
Address of Person or Group (1)
|
Number of
Shares of Common Stock Beneficially Owned
|
Percent
of Common Stock Beneficially Owned
|
|
|
|
5% or Greater Stockholders
|
|
|
Steve
Oney (2)
|
7,648,000
|
6.2%
|
|
|
|
Directors and Executive Officers
|
|
|
Jeremy
P. Feakins (3)
|
17,836,236
|
13.9%
|
Antoinette
Hempstead (4)
|
115,151
|
*
|
Peter
H. Wolfson (5)
|
2,088,981
|
1.7%
|
Executive
Officers and Directors as a Group (3 persons):
|
20,040,368
|
15.5%
|
|
Year
Ended December 31,
|
|
|
2017
|
2016
|
Audit
fees (1)
|
$
37,800
|
$
46,538
|
Audit-Related
fees
|
-
|
-
|
Tax
fees
|
-
|
-
|
Other
fees
|
-
|
-
|
Total fees
|
$
37,800
|
$
46,538
|
|
Report of Independent Registered Public Accounting
Firm
|
|
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2017 and December
31, 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Operations for the Years Ended December
31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders’ Deficiency for the
Years Ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December
31, 2017 and 2016
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
OCEAN
THERMAL ENERGY CORPORATION AND SUBSIDIARIES
|
||
(FOMERLY
KNOWN AS TETRIDYN SOLUTIONS, INC)
|
||
CONSOLIDATED
BALAN
C
E SHEETS
|
||
AS
OF DECEMBER 31, 2017 AND DECEMBER 31, 2016
|
||
|
|
|
|
2017
|
2016
|
ASSETS
|
|
|
Current
Assets
|
|
|
Cash
|
$
425,015
|
$
7,495
|
Prepaid
expenses
|
25,000
|
30,549
|
Total
Current Assets
|
450,015
|
38,044
|
|
|
|
Property
and Equipment
|
|
|
Property
and equipment, net
|
1,352
|
2,366
|
Assets
under construction
|
892,639
|
846,285
|
Property
and Equipment, net
|
893,991
|
848,651
|
|
|
|
Total
Assets
|
$
1,344,006
|
$
886,695
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
|
|
|
|
|
|
Current
Liabilities
|
|
|
Accounts
payables and accrued expense
|
$
6,846,010
|
$
5,631,270
|
Due to related
party
|
-
|
36,822
|
Notes payable
- related party, net
|
3,592,948
|
1,886,000
|
Convertible notes
payable -related party- net
|
87,500
|
-
|
Notes
payable, net
|
589,812
|
300,000
|
Convertible notes
payable - net
|
50,000
|
49,129
|
Total
Current Liabilities
|
11,166,270
|
7,903,221
|
|
|
|
Notes payable
- related party, net
|
-
|
1,045,644
|
Notes
payable, net
|
607,290
|
602,067
|
Notes
payable, convertible
|
80,000
|
-
|
Total
Liabilities
|
11,853,560
|
9,550,932
|
|
|
|
Commitments and Contingencies (See Note 7)
|
|
|
|
|
|
Stockholders'
deficiency
|
|
|
Preferred
Stock, $0.001 par value; 5,000,000 shares authorized,
|
-
|
-
|
0
and 0 shares issued and outstanding, respectively
|
|
|
Common
stock, $0.001 par value; 200,000,000 shares
authorized,
|
|
|
122,642,247
and 94,343,776 shares issued and outstanding,
respectively
|
122,642
|
94,344
|
Additional
paid-in capital
|
57,071,022
|
44,352,962
|
Accumulated
deficit
|
(67,703,218
)
|
(53,111,543
)
|
Total
Stockholders' Deficiency
|
(10,509,554
)
|
(8,664,237
)
|
|
|
|
Total
Liabilities and Stockholders' Deficiency
|
$
1,344,006
|
$
886,695
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
OCEAN
THERMAL ENERGY CORPORATION AND SUBSIDARIES
|
||
(FOMERLY
KNOWN AS TETRIDYN SOLUTIONS, INC)
|
||
CONSOLIDATED
STATEME
N
TS OF OPERATIONS
|
||
FOR
THE YEARS ENDED DECEMBER 31, 2017 AND DECEMBER 31,
2016
|
||
|
|
|
|
2017
|
2016
|
Operating
Expenses
|
|
|
Salaries
and wages
|
$
2,044,882
|
$
1,237,438
|
Professional
fees
|
1,669,202
|
1,505,586
|
General
and administrative
|
2,169,577
|
442,394
|
Warrant
Expense
|
6,769,562
|
-
|
Impairment
of Assets
|
48,998
|
244,284
|
Total
Operating Expenses
|
12,702,221
|
3,429,702
|
|
|
|
Loss
from Operations
|
(12,702,221
)
|
(3,429,702
)
|
|
|
|
Other
Expenses
|
|
|
Interest
Expense and amortization of debt discount
|
(659,709
)
|
(2,678,415
)
|
Loss on
settlement of debt and accounts payable
|
(1,105,203
)
|
-
|
Change
in fair value of liability
|
(124,542
)
|
-
|
Total
Other expenses
|
(1,889,454
)
|
(2,678,415
)
|
|
|
|
Loss
Before Income Taxes
|
(14,591,675
)
|
(6,108,117
)
|
|
|
|
Provision
for Income Taxes
|
-
|
-
|
|
|
|
Net
Loss
|
$
(14,591,675
)
|
$
(6,108,117
)
|
|
|
|
Net
Loss per Common Share
|
|
|
Basic
and Diluted
|
$
(0.13
)
|
$
(0.07
)
|
|
|
|
Weighted
Average Number of Common Shares Outstanding
|
111,735,383
|
83,236,245
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
OCEAN
THERMAL ENERGY CORPORATION AND SUBSIDIARIES
|
|||||||
(FOMERLY
KNOWN AS
T
ETRIDYN SOLUTIONS,
INC)
|
|||||||
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
|
|||||||
FOR
THE YEARS ENDED DECEMBER 31, 2017 AND DECEMBER 31,
2016
|
|||||||
|
|||||||
|
|
|
|
|
|
|
Total
|
|
Preferred
Stock
|
Common
Stock
|
Paid
In
|
Accumulated
|
Stockholders'
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficiency
|
Balance,
December 31, 2015
|
-
|
$
-
|
82,623,066
|
$
82,623
|
$
38,722,035
|
$
(47,003,426
)
|
$
(8,198,768
)
|
Stock issued for
$0.50 warrants
|
|
|
1,380,000
|
1,380
|
688,620
|
-
|
690,000
|
Stock issued for
$0.75 warrants
|
|
|
455,666
|
456
|
341,294
|
|
341,750
|
Stock issued for
$0.25 warrants
|
|
|
8,000,000
|
8,000
|
1,992,000
|
|
2,000,000
|
Stock issued for
services
|
|
|
1,197,753
|
1,198
|
1,016,892
|
-
|
1,018,090
|
Stock issued for
accrued interest
|
|
|
687,291
|
687
|
583,511
|
|
584,198
|
Debt discount on
the JPF VF note
|
|
|
-
|
-
|
1,008,610
|
-
|
1,008,610
|
Net
Loss
|
|
|
-
|
-
|
|
(6,108,117
)
|
(6,108,117
)
|
Balance,
December 31, 2016
|
-
|
$
-
|
94,343,776
|
$
94,344
|
$
44,352,962
|
$
(53,111,543
)
|
$
(8,664,237
)
|
Warrants and Options Exercised at $0.00: 1/1/17 to 5/8/17 (prior to
merger)
|
14,792,500
|
14,793
|
(14,793
)
|
|
-
|
||
D Warrants Exercised at $0.75: 1/1/17 to 5/8/17 (prior to
merger)
|
998,079
|
998
|
747,537
|
|
748,535
|
||
Stock issued for services and commitment fee
|
|
3,887,802
|
3,888
|
2,898,876
|
|
2,902,764
|
|
Stock
issued for cash
|
|
|
11,250
|
11
|
44,989
|
|
45,000
|
Stock issued for conversion of note payable and accrued
interest
|
7,386,872
|
7,387
|
2,348,008
|
|
2,355,395
|
||
Stock
repurchased from related parties
|
|
|
(148,588
)
|
(149
)
|
(111,291
)
|
|
(111,440
)
|
Stock issued for conversion of accounts payable
|
|
425,000
|
425
|
702,700
|
|
703,125
|
|
Stock
issued for employee bonuses
|
|
|
409,066
|
409
|
919,990
|
|
920,399
|
Stock
issued for TetriDyn Solutions, Inc.
|
|
|
536,490
|
536
|
(1,628,562
)
|
|
(1,628,026
)
|
FV
of warrant modifications
|
|
|
|
|
6,769,562
|
|
6,769,562
|
Beneficial conversion feature on notes payable
|
|
|
|
41,044
|
|
41,044
|
|
Net
Loss
|
|
|
|
|
|
(14,591,675
)
|
(14,591,675
)
|
Balance,
December 31, 2017
|
-
|
$
-
|
122,642,247
|
$
122,642
|
$
57,071,022
|
$
(67,703,218
)
|
$
(10,509,554
)
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
Name
|
Place of
Incorporation / Establishment
|
Principal
Activities
|
Date
Formed
|
Ocean
Thermal Energy Bahamas Ltd.
|
Bahamas
|
Intermediate
holding company of OTE BM Ltd. and OTE Bahamas O&M
Ltd.
|
07/04/2011
|
|
|
|
|
OTE BM
Ltd.
|
Bahamas
|
OTEC/SDC
development in the Bahamas
|
09/07/2011
|
|
|
|
|
OCEES
International Inc.
|
Hawaii,
USA
|
Research and
development for the Pacific Rim
|
01/21/1998
|
|
|
|
|
Ocean
Thermal Energy UK Limited
|
England
and Wales
|
Dormant
|
07/22/2010
|
|
|
|
|
OTEC
Innovation Group Inc.
|
Delaware,
USA
|
Dormant
|
06/02/2011
|
|
|
|
|
OTE-BM
Energy Partners LLC
|
Delaware,
USA
|
Dormant
|
06/02/2011
|
|
|
|
|
OTE
Bahamas O&M Ltd.
|
Bahamas
|
Dormant
|
09/07/2011
|
|
|
|
|
Ocean
Thermal Energy Holdings Ltd.
|
Bahamas
|
Dormant
|
03/05/2012
|
|
|
|
|
Ocean
Thermal Energy Cayman Ltd.
|
Caymans
|
Dormant
|
03/26/2013
|
|
|
|
|
OTE HC
Ltd.
|
Caymans
|
Dormant
|
03/26/2013
|
|
|
|
|
Ocean
Thermal Energy USVI, Inc.
|
Virgin
Islands
|
Dormant
|
07/12/2016
|
|
Years
|
Computer
Equipment
|
3
|
Software
|
5
|
Property & Equipment as of December 31, 2017
|
|
|
Estimated
|
|
|
|
Accumulated
|
Net Book
|
Useful Life
|
|
Cost
|
Depreciation
|
Value
|
Life
|
Computer
& Office Equipment
|
$
13,751
|
12,399
|
$
1,352
|
3
Years
|
Software
(Video System)
|
19,061
|
19,061
|
-
|
5
Years
|
Construction
in Process
|
892,639
|
|
892,639
|
|
|
$
925,451
|
31,460
|
$
893,991
|
|
|
|
|
|
|
|
|
Related
Party
|
Non
Related Party
|
||
Date
of Issuance
|
Maturity
Date
|
Interest
Rate
|
Original
Principal
|
Principal
at December 31, 2016
|
Discount
at December 31, 2016
|
Carrying
Amount at December 31, 2016
|
Current
|
Long-Term
|
Current
|
Long-Term
|
02/03/12
|
02/03/18
|
10.00
%
|
1,000,000
|
1,000,000
|
-
|
1,000,000
|
-
|
1,000,000
|
-
|
-
|
08/15/13
|
10/31/23
|
10.00
%
|
525,000
|
525,000
|
44,089
|
480,911
|
-
|
45,644
|
-
|
435,267
|
12/31/13
|
12/31/15
|
8.00
%
|
290,000
|
130,000
|
-
|
130,000
|
130,000
|
-
|
-
|
-
|
04/01/14
|
12/31/17
|
10.00
%
|
2,265,000
|
1,756,000
|
-
|
1,756,000
|
1,756,000
|
-
|
-
|
-
|
04/16/14
|
04/30/19
|
9.86
%
|
6,000
|
6,000
|
-
|
6,000
|
-
|
-
|
-
|
6,000
|
05/09/14
|
04/30/19
|
9.86
%
|
50,400
|
50,400
|
-
|
50,400
|
-
|
-
|
-
|
50,400
|
05/28/14
|
04/30/19
|
9.86
%
|
25,200
|
25,200
|
-
|
25,200
|
-
|
-
|
-
|
25,200
|
07/21/14
|
12/31/19
|
9.86
%
|
78,000
|
78,000
|
-
|
78,000
|
-
|
-
|
-
|
78,000
|
08/18/14
|
12/31/19
|
7.86
%
|
7,200
|
7,200
|
-
|
7,200
|
-
|
-
|
-
|
7,200
|
12/22/14
|
03/31/15
|
12.00
%
|
200,000
|
200,000
|
-
|
200,000
|
-
|
-
|
200,000
|
-
|
12/26/14
|
12/26/15
|
12.00
%
|
100,000
|
100,000
|
-
|
100,000
|
-
|
-
|
100,000
|
-
|
04/07/15
|
04/17/17
|
10.00
%
|
50,000
|
50,000
|
871
|
49,129
|
-
|
-
|
49,129
|
-
|
Totals
|
|
$
4,596,800
|
$
3,927,800
|
$
44,960
|
$
3,882,840
|
$
1,886,000
|
$
1,045,644
|
$
349,129
|
$
602,067
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
$
4,320,260
|
2019
|
570,000
|
2020
|
-
|
2021
and thereafter
|
158,334
|
Total
|
$
5,048,594
|
Expected
volatility:
|
77%
|
Expected
lives:
|
Various
(30 days – 7 years)
|
Risk-free
interest rate:
|
Various
(0.50%-2.27%)
|
Expected
dividend yield:
|
None
|
Expected
volatility:
|
485%
|
Expected
lives:
|
3
years
|
Risk-free
interest rate:
|
1.98% -
2.01%
|
Expected
dividend yield:
|
None
|
Expected
volatility:
|
61%
|
Expected
lives:
|
Less
than 1 Year
|
Risk-free
interest rate:
|
0.62%
|
Expected
dividend yield:
|
None
|
Warrants
|
Number
of Warrants
|
Weighted
Average Exercise Price
|
Balance at December
31, 2015
|
22,227,876
|
$
0.64
|
Granted
|
3,520,000
|
$
0.25
|
Exercised
|
(9,835,666
)
|
$
0.31
|
Forfeited
|
-
|
-
|
Balance at December 31,
2016
|
15,912,210
|
$
0.76
|
Granted
|
134,000
|
*
|
Exercised
|
(998,079
)
|
$
0.75
|
Exercised
(re-priced to $0.00)
|
(14,692,500
)
|
$
0.00
|
Forfeited
|
(221,631
)
|
|
Balance
at December 31, 2017
|
134,000
|
$
0.27
|
Exercisable
December 31, 2017
|
134,000
|
$
0.27
|
|
Number of
|
Weighted Average
|
|
Options
|
Exercise Price
|
Balance
at December 31, 2015
|
100,000
|
$
0.75
|
Granted
|
-
|
-
|
Exercised
|
-
|
-
|
Forfeited
|
-
|
-
|
Balance at December 31, 2016
|
100,000
|
$
0.75
|
Granted
|
-
|
|
Exercised
|
(100,000
)
|
$
0.75
|
Forfeited
|
-
|
|
Balance
at December 31, 2017
|
-
|
|
Exercisable
December 31, 2017
|
-
|
|
|
For
the Years Ended December 31
|
|
|
2017
|
2016
|
Statutory rate
applied to loss before income taxes
|
$
(5,903,355
)
|
$
(2,479,492
)
|
Increase (decrease)
in income taxes results from:
|
|
|
Nondeductible
permanent differences
|
4,446,014
|
1,251,476
|
Change
in tax rate estimates
|
3,566,781
|
-
|
Change
in valuation allowance
|
(2,109,440
)
|
1,228,016
|
Income
tax expense (benefit)
|
$
-
|
$
-
|
|
For
the Years Ended December 31
|
|
Deferred tax
assets
|
2017
|
2016
|
Depreciation
and impairment
|
$
2,100,958
|
$
2,931,956
|
Operating loss
carryforwards
|
6,705,907
|
7,984,349
|
Gross deferred tax
assets
|
8,806,865
|
10,916,305
|
Valuation
allowance
|
(8,806,865
)
|
(10,916,305
)
|
Net
deferred income tax asset
|
$
-
|
$
-
|
Exhibit
Number*
|
Title
of Document
|
Location
|
|
|||
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.
|
|
||||
By-laws
|
Incorporated by
reference from the current report on Form 8-K filed June 7,
2006.
|
|
||||
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.
|
|
||||
Certificate of
Amendment to Articles of Incorporation, dated May 8,
2017
|
Incorporated by
reference from the current report on Form 8-K filed May 12,
2017.
|
|
||||
Specimen stock
certificate
|
Incorporated by
reference from the registration statement on Form S-8 August 25,
2017.
|
|
||||
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.
|
|
||||
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.
|
|
||||
Investment
Agreement between and among TetriDyn Solutions, Inc., Antoinette
Knapp Hempstead, on behalf of herself and the estate of her late
husband, David W. Hempstead, and JPF Venture Group,
Inc.
|
Incorporated by
reference from the current report on Form 8-K filed June 8,
2015.
|
|
||||
Agreement and Plan
of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy
Corporation dated March 12, 2015
|
Incorporated by
reference from the current report on Form 8-K filed June 8,
2015.
|
|
||||
Amendment to March
12, 2015 Merger Agreement
|
Incorporated by
reference from the quarterly report on Form 10-Q for the quarter
ended June 30, 2015, filed October 2 2015.
|
|
||||
Promissory Note
dated June 23, 2015
|
Incorporated by
reference from the quarterly report on Form 10-Q for the quarter
ended June 30, 2015, filed October 2 2015.
|
|
||||
Agreement to
Terminate Agreement and Plan of Merger between TetriDyn Solutions,
Inc. and Ocean Thermal Energy Corporation
|
Incorporated by
reference from the current report on Form 8-K filed December 10,
2015.
|
|
||||
Promissory Note
dated February 25, 2016
|
Incorporated by
reference from the current report on Form 8-K filed March 1,
2016.
|
|
||||
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.
|
|
||||
Summary
of Compensatory Arrangements with Directors and Named Executive
Officers
|
Incorporated by
reference from the annual report on Form 10-K for the year ended
December 31, 2015, filed March 30, 2016.
|
|
||||
Asset
Purchase Agreement between TetriDyn Solutions, Inc. and JPF Venture
Group, Inc. dated December 8, 2016
|
Incorporated by
reference from the current report on Form 8-K filed December 12,
2016.
|
|
||||
Promissory Note
dated October 20, 2016
|
Incorporated by
reference from the current report on Form 8-K filed October 20,
2016.
|
|
||||
Promissory Note
dated May 20, 2016
|
Incorporated by
reference from the current report on Form 8-K filed May 24,
2016.
|
|
||||
Amendment to
Convertible Promissory Notes, dated February 24, 2017
|
Incorporated by
reference from the current report on Form 8-K filed March 2,
2017.
|
|
||||
Agreement and Plan
of Merger between TetriDyn Solutions, Inc. and Ocean Thermal Energy
Corporation, dated March 1, 2017
|
Incorporated by
reference from the current report on Form 8-K filed March 10,
2017.
|
|
||||
Equity
Purchase Agreement, dated December 18, 2017
|
Incorporated by
reference from the current report on Form 8-K filed December 21,
2017.
|
|
||||
Registration Rights
Agreement, dated December 18, 2017
|
Incorporated by
reference from the current report on Form 8-K filed December 21,
2017.
|
|
||||
Common
Stock Purchase Warrant, dated December 18, 2017
|
Incorporated by
reference from the current report on Form 8-K filed December 21,
2017.
|
|
||||
Note
and Warrant Purchase Agreement, dated December 28,
2017
|
Incorporated by
reference from the current report on Form 8-K filed January 3,
2018.
|
|
||||
Form of
Unsecured Promissory Note
|
Incorporated by
reference from the current report on Form 8-K filed January 3,
2018.
|
|
||||
Form of
Common Stock Purchase Warrant
|
Incorporated by
reference from the current report on Form 8-K filed January 3,
2018.
|
|
||||
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.
|
|
||||
Schedule of
Subsidiaries
|
Incorporated by
reference from the annual report on Form 10-K for the year ended
December 31, 2010, filed April 13, 2011.
|
|
||||
Consent
of Liggett & Webb, P.A.
|
Filed
herewith.
|
|
||||
Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as adopted pursuant to section 302 of the
Sarbanes Oxley Act of 2002
|
Filed
herewith.
|
|
||||
32.1
*
|
Certification of
Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Filed
herewith.
|
|
|||
101.INS
|
XBRL
Instance Document
|
Filed
herewith.
|
|
|||
101.SCH
|
XBRL
Taxonomy Extension Schema Document
|
Filed
herewith.
|
|
|||
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
Filed
herewith.
|
|
|||
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
Filed
herewith.
|
|
|||
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase Document
|
Filed
herewith.
|
|
|||
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
Filed
herewith.
|
|
|||
|
|
|
|
|
OCEAN
THERMAL ENERGY CORPORATION
|
|
Dated:
April 2, 2018
|
By:
|
/s/
Jeremy P. Feakins
|
|
|
Jeremy
P. Feakins,
Chief
Executive Officer, Chief Financial Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jeremy
P. Feakins
|
|
Director, Chief
Executive Officer and Chief Financial Officer (Principal Executive
Officer and Principal Financial Officer)
|
|
April
2, 2018
|
Jeremy
P. Feakins
|
|
|
|
|
|
|
|
|
|
/s/ Peter
Wolfson
|
|
Director
|
|
April
2, 2018
|
Peter
Wolfson
|
|
|
|
|
|
|
|
|
|
/s/ Antoinette
K. Hempstead
|
|
Director
|
|
April
2, 2018
|
Antoinette
K. Hempstead
|
|
|
|
|
|
|
|
|
|
1 Year Ocean Thermal Energy (CE) Chart |
1 Month Ocean Thermal Energy (CE) Chart |
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