Form 8-K - Current report

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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): May 7, 2024

 

OCEAN THERMAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada			033-19411-C				20-5081381
(State or other jurisdiction of			(Commission				(IRS Employer
incorporation or organization)			File Number)				Identification No.)

 

3675 Market Street, Suite 200
Philadelphia, PA							19104
(Address of principal executive offices)							(Zip code)

 

Registrant’s telephone number, including area code: [phone]

 

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 (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))

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐

 

 

ITEM 4.01—CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

On May 7, 2024, the board of directors of Ocean Thermal Energy Corporation (the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm.

 

The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

 

During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, the date of termination, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report on Form 10-K.

 

The Company provided BF Borgers with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not BF Borgers agreed with the statements made by the Company in this report, and, if not, stating the respects in which it does not agree. A copy of the letter from BF Borgers addressed to the U.S. Securities and Exchange Commission dated May 7, 2024, is filed as Exhibit 16.01 to this report.

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following is filed as an exhibit to this report:

 

Exhibit Number*		Title of Document		Location
Item 16		Letter re Change in Certifying Accountant
16.01		BF Borgers CPA PC letter addressed to the United States Securities and Exchange Commission dated May 7, 2024		This filing

_______________

* 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.

 

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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.

 

 

	OCEAN THERMAL ENERGY CORPORATION
Dated: May 8, 2024	By:	/s/ Jeremy P. Feakins
		Jeremy P. Feakins
		Chief Executive Officer

 

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Cover	May 07, 2024
Cover [Abstract]
Entity Registrant Name	OCEAN THERMAL ENERGY CORPORATION
Entity Central Index Key	0000827099
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 07, 2024
Entity File Number	033-19411-C
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-5081381
Entity Address Address Line 1	3675 Market Street
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	Philadelphia
Entity Address State Or Province	PA
Entity Address Postal Zip Code	19104
City Area Code	717
Local Phone Number	299-1344
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false

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