CPWR Ocean Thermal Energy Corporation (CE)

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.