BrightFlixx Finance (Luxembourg) S.A. Commences Cash Tender Offer For All Outstanding Shares of Cavitation Technologies, Inc. and Concurrent Cash Tender Offer For All Outstanding Shares of Alchemy Beverages Inc.
The final CVAT cash price depends on December balances, while completion is linked to the concurrent Alchemy offer.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
BrightFlixx Finance (Luxembourg) commenced a cash tender offer for all outstanding Cavitation Technologies (CVAT) shares on October 20, 2026. The price will equal $35 million less Cavitation’s outstanding liabilities, divided by shares outstanding, using December 24, 2026 balances. The initial undiluted estimate is approximately $0.105 per share; the final price remains undetermined.
A concurrent offer for affiliated Alchemy Beverages uses $7 million less its liabilities. Each offer requires satisfaction or waiver of conditions, including tenders enabling at least 90% ownership of both companies. The CVAT acquisition requires CFIUS clearance. Both offers initially expire January 26, 2027, at 11:59 p.m. Pacific time, with extensions as necessary to allow at least 30 business days after final pricing. Alchemy will obtain an independent fairness opinion that may support higher prices under both offers.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.CVAT cash offer provides an initial undiluted estimated price of approximately $0.105 per share.
- Minor point. Forward-looking: it has not happened yet and may not happen.Alchemy’s planned independent fairness opinion may support upward price adjustments under both offers, but cannot reduce Alchemy’s formula-based price.
- Minor point. Forward-looking: it has not happened yet and may not happen.Final-price review period provides shareholders at least 30 business days to decide whether to tender.
Negative
- Moderate pointCVAT’s final price remains undetermined, using $35,000,000 less liabilities divided by shares outstanding on December 24, 2026. 3.5× market cap
- Minor pointMinimum tender conditions require at least 90% ownership of each company, linking completion of both offers.
- Minor pointCVAT acquisition requires CFIUS clearance and no governmental action blocking the acquisition.
- Minor pointBoth offers require company agreement compliance and no material adverse effect, unless applicable conditions are waived.
AI-generated analysis. How Rhea-AI works. Not financial advice.
EXHIBIT (a)(5)(A)
NEWS RELEASE ANNOUNCING TENDER OFFERS
LUXEMBOURG, Oct. 21, 2026 (GLOBE NEWSWIRE) -- BrightFlixx Finance (Luxembourg) S.A., a Luxembourg public limited company (société anonyme) (the “Purchaser”), today announced that it has commenced two concurrent cash tender offers. In the first offer, the Purchaser is offering to purchase all outstanding shares of common stock (the “CVAT Shares”) of Cavitation Technologies, Inc., a Nevada corporation (the “Company”). In the second offer, the Purchaser is offering to purchase all outstanding shares of common stock (the “ABI Shares”) of Alchemy Beverages Inc., a privately held Delaware corporation affiliated with the Company (“Alchemy”).
SHAREHOLDER INFORMATION WEBSITE: https://brightflixx.capital/
CAVITATION TECHNOLOGIES, INC. — THE OFFER
Final Offer Price and Record Date
Under the tender offer for CVAT Shares (the “CVAT Offer”), the final offer price per share (the “Final Offer Price”) will equal (a) a net aggregate purchase price of
Based on recent information reported by the Company, showing outstanding liabilities of approximately
Key Timelines and Extensions
Offer Commencement Date: October 20, 2026.
Record Date: December 24, 2026, which is 45 business days after commencement of the CVAT Offer.
Offer Extension: The initial period of the CVAT Offer consists of 65 business days from and after commencement and is scheduled to expire at 11:59 p.m., Pacific Time or Pacific Daylight Time, as applicable, on January 26, 2027 (the “Expiration Time”). After the Final Offer Price is announced following the Record Date, the Expiration Time will be extended as necessary to provide shareholders at least 30 business days to review the Final Offer Price and decide whether to tender their CVAT Shares.
Key Conditions to the Offer
The CVAT Offer is subject to the satisfaction or waiver of the conditions set forth in the Tender Offer Agreement dated October 9, 2026 between the Purchaser and the Company (the “BF-CVAT Agreement”). The most significant conditions include:
Minimum Tender. A sufficient number of CVAT Shares must be validly tendered to enable the Purchaser to acquire at least
Concurrent Alchemy Offer. The conditions to the Purchaser’s concurrent tender offer for Alchemy must be satisfied or waived, and sufficient ABI Shares must be validly tendered to enable the Purchaser to acquire or own at least
Compliance. The Company must be in compliance with its representations, warranties, and covenants under the BF CVAT Agreement, subject to the materiality standards specified in that agreement.
No Material Adverse Effect. No material adverse effect may have occurred with respect to the Company’s business or financial condition.
Regulatory Approval. The transaction must be reviewed and cleared by the Committee on Foreign Investment in the United States (CFIUS), and no governmental entity may have taken adverse action to block or prevent the acquisition of tendered CVAT Shares.
Delivery of Shares; Payment Services
Shareholders may tender CVAT Shares by delivering physical stock certificates or using book-entry procedures to transfer their shares to Dynamic Stock Transfer, Inc., the designated depositary and paying agent. Dynamic Stock Transfer will receive tendered CVAT Shares, process tender acceptances, and distribute payment for CVAT Shares accepted and purchased by the Purchaser.
ALCHEMY BEVERAGES INC. — THE OFFER
Final Offer Price and Record Date
Under the tender offer for ABI Shares (the “ABI Offer”), the final offer price per share will equal (a) a net aggregate purchase price of
Based on recent information reported by Alchemy, showing outstanding liabilities of approximately
Key Timelines and Extensions
The ABI Offer commenced on October 20, 2026. The Record Date is December 24, 2026. The initial offer period consists of 65 business days after commencement and is scheduled to expire at 11:59 p.m., Pacific Time or Pacific Daylight Time, as applicable, on January 26, 2027. After the Final Offer Price is announced, the Expiration Time will be extended as necessary to provide shareholders at least 30 business days to review the Final Offer Price and decide whether to tender their ABI Shares.
Key Conditions to the ABI Offer
The ABI Offer is subject to the satisfaction or waiver of the conditions set forth in the Tender Offer Agreement dated October 9, 2026 between the Purchaser and Alchemy (the “BF-ABI Agreement”). The most significant conditions include:
Minimum Tender. A sufficient number of ABI Shares must be validly tendered to enable the Purchaser to acquire at least
Concurrent CVAT Offer. The conditions to the Purchaser’s concurrent tender offer for the Company must be satisfied or waived, and sufficient CVAT Shares must be validly tendered to enable the Purchaser to acquire or own at least
Compliance. Alchemy must be in compliance with its representations, warranties, and covenants under the BF-ABI Agreement, subject to the materiality standards specified in that agreement.
No Material Adverse Effect. No material adverse effect may have occurred with respect to Alchemy’s business or financial condition.
Regulatory Approval. The transaction must be reviewed by CFIUS, and no governmental entity may have taken adverse action to block or prevent the acquisition of tendered ABI Shares.
Fairness Opinion
Because Alchemy is privately held and its shares are not listed on a national securities exchange or OTC Markets platform, Alchemy will, pursuant to the BF-ABI Agreement, obtain a fairness opinion from a qualified independent third party regarding the current market value of Alchemy and its capital stock. The fairness opinion may not be used to reduce the final offer price determined following the Record Date, but, depending on the value assigned to Alchemy, may provide a basis for an upward adjustment in the final market price under the ABI Offer and the CVAT Offer.
Delivery and Payment Services
Shareholders may tender ABI Shares by delivering physical stock certificates or using book-entry transfer procedures to transfer their shares to Dynamic Stock Transfer, Inc., the designated depositary and paying agent responsible for processing tender acceptances and distributing payment for ABI Shares accepted and purchased by the Purchaser.
Additional Information and Where to Find It
This press release is for informational purposes only. It is neither an offer to purchase nor a solicitation of an offer to sell shares under either tender offer. The solicitation and offer to buy CVAT Shares are being made only pursuant to the CVAT Offer to Purchase, the CVAT Letter of Transmittal, and related materials filed with the U.S. Securities and Exchange Commission (the “SEC”) on Schedule TO-T. The solicitation and offer to buy ABI Shares are being made
only pursuant to the ABI Offer to Purchase, the ABI Letter of Transmittal, and related materials filed with the SEC in the same Schedule TO-T filing, as amended or supplemented.
Shareholders may review the current public tender-offer materials, SEC filing package, Offer to Purchase documents, Letters of Transmittal, broker and client communications, transaction agreements, and related notices at the BrightFlixx shareholder information website: https://brightflixx.capital/. The website is provided for information only. It does not accept tenders, share certificates, account information, payment instructions, or other tender submissions. Shareholders should follow only the instructions contained in the final tender-offer materials and should consult their own financial, tax, and legal advisers.
Copies of the tender-offer documents may also be obtained free of charge from the SEC’s website, from the Purchaser or the Company, or directly from Dynamic Stock Transfer, Inc., 3347 Cerritos Avenue, Los Alamitos, California 90720, telephone +1 (213) 667-0197.
Forward-Looking Statements
This press release contains forward-looking statements regarding the expected timing, value, and completion of the cash tender offer for CVAT Shares and the concurrent cash tender offer for ABI Shares. Actual results may differ materially because of risks and uncertainties, including whether the conditions to either offer will be satisfied or waived, whether a sufficient number of shares will be tendered to satisfy the
About BrightFlixx Finance (Luxembourg) S.A.
BrightFlixx Finance (Luxembourg) S.A. is a Luxembourg public limited company (société anonyme) qualified as a securitization company under the Luxembourg Securitization Law. BrightFlixx focuses on strategic international investments, corporate asset optimization, and specialized securitization solutions for affiliates and investor portfolios.
Investor and Media Contact
BrightFlixx Finance (Luxembourg) S.A.
Shareholder information website:
https://brightflixx.capital/
office@brightflixxfinance.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is the BrightFlixx tender offer for Cavitation Technologies (CVAT)?
The initial undiluted estimated offer price is approximately $0.105 per share, not a fixed final price. The final price equals $35,000,000 less Cavitation’s outstanding liabilities, divided by its outstanding shares, with both balances determined at the close of December 24, 2026.
When does the Cavitation Technologies (CVAT) tender offer expire?
The initial expiration is January 26, 2027, at 11:59 p.m. Pacific Time or Pacific Daylight Time, as applicable. After the final price is announced following December 24, 2026, the deadline will be extended as necessary to give shareholders at least 30 business days to review it and decide whether to tender.