Cavitation Technologies, Inc. Files Schedule 14D-9; Board Recommends Shareholders Tender Shares in BrightFlixx Cash Tender Offer

CVAT and Alchemy may seek higher offer prices if the independent fairness opinion values Alchemy above $7 million.

Rhea-AI Summary

Cavitation Technologies (CVAT) filed its tender-offer response on November 3, 2026, with its board unanimously recommending shareholders tender to BrightFlixx. The initial recommendation covers BrightFlixx's cash offer for all outstanding CVAT shares. The company estimates $0.0975 to $0.1029 per share; the final price equals $35 million less outstanding liabilities, divided by shares outstanding at the December 24, 2026 record date.

BrightFlixx also offered to acquire Alchemy Beverages, in which CVAT holds approximately 13.3%. Alchemy's board is initially neutral pending an independent fairness opinion. Both boards will issue final recommendations after reviewing that opinion and the final price. The offers expire January 26, 2027, subject to extension to allow at least 30 business days to review the final price.

2 points · 1 major

MixediHow this balance works

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.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointBrightFlixx's cash offer covers all outstanding CVAT shares, with an estimated price of $0.0975 to $0.1029 per share.
• Minor point. Forward-looking: it has not happened yet and may not happen.CVAT and Alchemy may seek higher offer prices if the fairness opinion values Alchemy above $7 million.

Negative

• Major pointFinal CVAT consideration deducts outstanding liabilities from $35 million before division by record-date shares outstanding. 3.5× market cap
• Minor pointCVAT's board recommendation remains initial; final recommendations await the final price and review of the pending fairness opinion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHATSWORTH, Calif., Nov. 05, 2026 (GLOBE NEWSWIRE) -- Cavitation Technologies, Inc. ("CTi" or the "Company") (OTCQB: CVAT), a leading provider of advanced fluid processing and water treatment technologies, today announced that, on November 3, 2026, it filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the Securities and Exchange Commission (the "SEC"). The Schedule 14D-9 responds to the concurrent cash tender offers commenced on October 20, 2026 by BrightFlixx Finance (Luxembourg) S.A. ("BrightFlixx") for all outstanding shares of the Company and of Alchemy Beverages Inc. ("Alchemy"), a privately held affiliate in which the Company holds approximately 13.3% of the outstanding common stock. Shareholders are encouraged to read the full Schedule 14D-9 here.

Highlights of the Schedule 14D-9

• CVAT Board recommendation. The Company's Board of Directors unanimously recommends, as its initial recommendation, that shareholders accept the CVAT Offer and tender their shares.
• Director and officer intentions. Neil Voloshin, the Company’s President and Chief Executive Officer, has advised the Company of his intention, voluntarily and without any agreement or commitment to do so, to tender all of his 17,712,390 CVAT shares in the CVAT Offer. Directors Jerry Bailey, PhD and Peter N. Christos have advised the Company that, if the trading price of CVAT shares before the offer expires exceeds the exercise price of their warrants, they each intend, voluntarily and without any agreement or commitment to do so, to exercise their warrants and tender the resulting shares.
• Estimated price range. The Final Offer Price will equal $35 million, less the Company's outstanding liabilities, divided by the shares outstanding at the close of the Record Date. Based on current figures, the Company estimates a range of $0.0975 to $0.1029 per share.
• Alchemy Board position. Because Alchemy's shares are privately held and not publicly traded, the Alchemy Board has taken an initial neutral position on the ABI Offer pending an independent Fairness Opinion.
• Fairness Opinion. If the Fairness Opinion values Alchemy at more than $7 million, both Alchemy and the Company may seek higher offer prices for their shareholders.
• Key dates. The Record Date is December 24, 2026. The offers are scheduled to expire at 11:59 p.m. Pacific Time on January 26, 2027, and will be extended so shareholders have at least 30 business days to review the Final Offer Price.

Each Board will issue a final recommendation after the Final Offer Price is announced and the Fairness Opinion has been reviewed.

"After careful consideration, our Board believes the BrightFlixx offer provides shareholders with fair value and a meaningful premium to recent trading prices," said Neil Voloshin, Chief Executive Officer of CVAT. "We encourage every shareholder to read the Schedule 14D-9 in full. It explains our Board's reasoning, the price formula and the next steps, and we will continue to keep shareholders informed as the Final Offer Price and the Fairness Opinion become available."

Additional Information and Where to Find It

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the Company's or Alchemy's common stock or any other securities. The tender offers are being made solely by BrightFlixx under its Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, filed with the SEC on October 20, 2026.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE SCHEDULE 14D-9, THE TENDER OFFER STATEMENT ON SCHEDULE TO AND ANY AMENDMENTS TO THESE DOCUMENTS, AS THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BEFORE MAKING ANY DECISION REGARDING THE TENDER OFFERS.

Investors and security holders may obtain free copies of the Schedule 14D-9 and other documents filed with the SEC at www.sec.gov, on the Company's shareholder information page at www.cvatinfo.com/acquisition, and at BrightFlixx's information website at brightflixx.capital.

About Cavitation Technologies, Inc.

Cavitation Technologies, Inc. (OTCQB: CVAT) designs and manufactures innovative nanotechnology systems for a wide range of industrial and environmental applications. With over 40 patents worldwide, the Company's proprietary technologies are utilized in industrial water treatment, oil and gas produced-water remediation, renewable fuels, and digital asset infrastructure. For more information, please visit www.cvatinfo.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties. These include, but are not limited to, the risk that the conditions to the tender offers may not be satisfied or waived; that the Final Offer Price may differ from the estimated range; uncertainties as to how many of the Company's and Alchemy's shareholders will tender their shares; the outcome of the Fairness Opinion and regulatory review by CFIUS; the risk that the transactions will not be consummated in a timely manner or at all; and other risks and uncertainties described in the Company's most recent Form 10-K and other filings with the SEC. The Company undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Investor & Media Contact

Cavitation Technologies, Inc.
10019 Canoga Ave.,
Chatsworth, CA, 91311, USA

Phone: 818-718-0905
Email: oksana@ctinanotech.com
Website: www.cvatinfo.com

Follow us: 
Twitter: https://twitter.com/cvatinfo_
LinkedIn: https://linkedin.com/company/cavitation-technologies
YouTube: https://www.youtube.com/@cvatinfo

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does the BrightFlixx tender offer for CVAT shares expire?

The offer is scheduled to expire at 11:59 p.m. Pacific Time on January 26, 2027. It will be extended so shareholders have at least 30 business days to review the Final Offer Price.

Do Cavitation Technologies executives and directors plan to tender their CVAT shares?

CEO Neil Voloshin intends to tender all 17,712,390 CVAT shares he holds, voluntarily and without an agreement or commitment. Directors Jerry Bailey and Peter N. Christos intend to exercise their warrants and tender the resulting shares if CVAT's trading price before expiration exceeds their warrants' exercise price, also voluntarily and without an agreement or commitment.

Where can CVAT shareholders find documents for the BrightFlixx tender offer?

Shareholders can obtain free tender-offer documents at www.sec.gov, www.cvatinfo.com/acquisition and brightflixx.capital. Shareholders are urged to read the Schedule 14D-9, BrightFlixx's Schedule TO and any amendments before deciding whether to tender.