Attached files
| file | filename |
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| EX-10.41 - SECURITY AGREEMENT - Ocean Thermal Energy Corp | cpwr_securityagreement.htm |
| EX-10.40 - CONVERTIBLE NOTE - Ocean Thermal Energy Corp | cpwr_note.htm |
| EX-10.39 - SECURITIES PURCHASE AGREEMENT - Ocean Thermal Energy Corp | cpwr_spa.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): May 22, 2018
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OCEAN THERMAL
ENERGY CORPORATION
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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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20-5081381
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation
or organization)
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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) 299-1344
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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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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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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).
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Emerging
growth company [ ]
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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.
[ ]
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1
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
On May
22, 2018, we entered into a Securities Purchase Agreement,
Convertible Note, and Security Agreement with Collier Investments,
LLC, a California limited liability company. The Securities
Purchase Agreement provides for Collier’s purchase of the
convertible note in the aggregate amount of $281,250 for the
purchase price of $250,000 (an original issue discount of 8.9%). On
May 22, 2018, we received proceeds of $195,581.20, net of $5,000
for the investor’s legal fees and $49,418.80 for other fees
and expenses paid on our behalf. In addition to issuing the
convertible note, we issued 400,000 shares of our common stock to
Colliers as an initial commitment fee. Subsection 1(a) of the
Securities Purchase Agreement provides a mechanism for calculating
the number of additional commitment shares that we may have to
issue based on the market price of our common stock on the day that
is 30 trading days following the six-month anniversary of the
issuance date of the convertible note. The convertible note accrues
interest at the rate of 12%, matures on the earlier of seven months
after the issuance date or the date of qualified financing (as
defined in the note), and converts at the conversion price equal to
the lesser of: (i) 80% of the of the price per share paid by
investors in the qualified financing; or (ii) $0.20, subject to
adjustment as provide in the convertible note.
Prompt
payment and performance of the Securities Purchase Agreement and
Convertible Note are secured by the terms of the Security
Agreement. Under the Security Agreement, we granted to Colliers a
first-lien security interest in the collateral listed on Exhibit A
to the agreement, including all of our accounts receivable, deposit
accounts, inventory and equipment, documents of title to property,
intellectual property, and future accounts and
proceeds.
These
securities were 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. Collier Investments, LLC, is an “accredited
investor” as defined in Rule 501(a) of Regulation D and
confirmed the foregoing and acknowledged, in writing, that the
securities were acquired and will be held for investment. No
underwriter participated in the offer and sale of these securities
and no commissions or other remuneration was paid or given directly
or indirectly in connection therewith.
ITEM 2.03—CREATION OF A DIRECT FINANCIAL OBLIGATION OR
AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
The
information set forth in Item 1.01 is incorporated by reference in
this Item 2.03.
ITEM 3.02—UNREGISTERED SALES OF EQUITY
SECURITIES
The
information set forth in Item 1.01 is incorporated by reference in
this Item 2.03.
2
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The
following are filed as exhibits 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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Securities
Purchase Agreement
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Attached
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Convertible
Note
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Attached
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Security
Agreement
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Attached
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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.
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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OCEAN THERMAL ENERGY CORPORATION
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Company
Name
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Date: June 1, 2018
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By:
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/s/ Jeremy P. Feakins
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Jeremy P. Feakins
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Chief Executive Officer
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