Attached files
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| EX-10.25 - PROMISSORY NOTE FOR $50,000 DATED FEBRUARY 25, 2016 - Ocean Thermal Energy Corp | ex1025form8k022516.htm |
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): February 25, 2016
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TetriDyn Solutions, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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033-19411-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
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Lancaster, PA
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17603
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code:
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717-715-0238
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n/a
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(Former name or former address, if changed since last report)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 25, 2016, TetriDyn Solutions, Inc. (the “Company”), issued a convertible note in the principal amount of $50,000, payable to JPF Venture Group, Inc., an investment entity that is majority-owned by Jeremy P. Feakins, the Company’s chief executive officer and director. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of the Company’s common stock at the rate of one share each for $0.03 of principal amount of the note.
ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES
On February 25, 2016, the Company issued a convertible note in the principal amount of $50,000, payable to JPF Venture Group, Inc., as described in Item 1.01 above. The note was issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. JPF is an “accredited” investor as defined in Rule 501(a) of Regulation D. JPF confirmed the foregoing and acknowledged that the securities must be acquired and held for investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an exhibit to this report:
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Exhibit
Number
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Title of Document
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Location
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Item 10
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Material Contracts
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10.25
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Promissory Note for $50,000 dated February 25, 2016
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Attached
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_______________
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*
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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.
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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.
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TETRIDYN SOLUTIONS, INC.
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Dated: March 1, 2016
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By:
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/s/ Jeremy P. Feakins
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Jeremy P. Feakins, Chief Executive Officer
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