Cavitation Technologies, Inc. Receives Letter of Intent from European Guarantee Services S.à.r.l. in-all Cash Acquisition

Rhea-AI Summary

Cavitation Technologies (OTCQB: CVAT) received a Letter of Intent from European Guarantee Services on March 30, 2026 proposing an all-cash acquisition of 100% of CVAT and affiliates for a valuation of $40–$42 million (≈$0.13 per share fully diluted).

The LOI is subject to due diligence, a definitive agreement, a Board fairness opinion, shareholder approval under Nevada law, U.S. regulatory clearances (potentially CFIUS), proof of funds within 10 days, and a 60-day exclusivity period. The LOI expires August 1, 2026.

Positive

• All-cash offer valued at $40–$42M
• 100% acquisition proposed for CVAT and affiliates
• Approx. $0.13 per share on fully diluted basis
• Board approved countersignature of LOI on March 30, 2026
• 60-day exclusivity to pursue the proposed transaction

Negative

• Subject to due diligence including IP review (may reveal issues)
• Proof of funds required within 10 calendar days or LOI lapses
• Shareholder approval needed under Nevada law before closing
• Potential regulatory review including CFIUS clearance could delay or block deal

CHATSWORTH, Calif., April 01, 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 March 30, 2026, it received a Letter of Intent (“LOI”) from European Guarantee Services S.à.r.l. (“EGS”), a Luxembourg-based firm acting on behalf of a select group of high-net-worth individuals, family offices, and strategic capital partners, for the acquisition of all issued and outstanding shares of the Company and its partially-owned affiliates, Alchemy Beverages Inc. and XYRA Corp. The Company’s Board of Directors approved a resolution to countersign the LOI on March 30, 2026.

$40–$42M All-Cash Offer

The LOI, dated March 30, 2026, was submitted by Dr. Kassem Lahham, Executive Director of EGS. Under the terms of the LOI, EGS proposes to acquire 100% of all issued and outstanding shares of CVAT and its affiliates in an all-cash transaction. The LOI defines a strategic valuation for CVAT in the range of $40–$42 million, which translates to an approximate price of $0.13 per share on a fully diluted basis. This valuation is subject to due diligence and the negotiation of certain terms and conditions, which will be incorporated in a definitive transaction agreement.

The proposed transaction is subject to several conditions, including: (i) the satisfactory completion of due diligence by EGS, which will include a thorough review of the Company's intellectual property, including all patents, copyrights, and licensing agreements; (ii) the negotiation and execution of a definitive transaction agreement; (iii) the Company’s Board of Directors obtaining a fairness opinion from an independent financial advisor to satisfy its fiduciary duty to the shareholders; (iv) the distribution of a proxy statement to the Company shareholders and the receipt of shareholder approval in accordance with Nevada Corporation Law; and (v) clearance by applicable U.S. federal and state regulatory authorities, which may include a review by the Committee on Foreign Investment in the United States (CFIUS).

As a binding condition of the LOI, EGS is required to deliver documentary proof of funds within ten (10) calendar days. Failure by EGS to provide such documentation in a form acceptable to the Company will cause the LOI to automatically lapse and expire. The LOI also includes a binding 60-day exclusivity period, during which the Company has agreed not to solicit or enter into discussions with third parties regarding any competing acquisition proposals. The LOI expires at 5:00 p.m. (Los Angeles time) on August 1, 2026, unless extended by mutual written agreement or terminated earlier in accordance with its terms.

“After weeks of working closely with the EGS team, I’m pleased to share that we’ve received the LOI,” said Neil Voloshin, Chief Executive Officer of Cavitation Technologies, Inc. “Our Board of Directors has approved the Letter of Intent, and we’ll now take the necessary steps to evaluate the offer, including obtaining a fairness opinion as part of our responsibility to our shareholders. We believe this proposal reflects the value of our technology and a significant business opportunity moving forward. Meanwhile, we’ll continue to approach this process carefully and in the best interest of our shareholders.”

The Company is being advised by its legal counsel in connection with the review and evaluation of the LOI. The Company intends to keep its shareholders and the public informed of any material developments with respect to the proposed transaction in accordance with its obligations under applicable U.S. federal securities laws.

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.

About European Guarantee Services S.à.r.l.

European Guarantee Services S.à.r.l. (Luxembourg Business Registers RA000432; Entity ID B275874) is a Luxembourg-based firm organized as a société à responsabilité limitée. EGS acts on behalf of a select group of high-net-worth individuals, family offices, and strategic capital partners to facilitate strategic investments globally.

Forward-Looking Statements – Safe Harbor Notice

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially, including: (i) the risk that the LOI may not lead to the execution of a definitive transaction agreement; (ii) the failure to satisfy any of the conditions to the proposed transaction, including receipt of required regulatory, CFIUS, or shareholder approvals; (iii) the inability of EGS to demonstrate adequate proof of funds by April 9, 2026; (iv) the risk that due diligence investigations may reveal information that causes either party to abandon the proposed transaction; (v) the risk that a fairness opinion cannot be obtained on acceptable terms; (vi) changes in economic conditions, financial markets, or the competitive landscape; and (vii) other risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction, CVAT will be required to file a proxy statement and other relevant materials with the SEC. SHAREHOLDERS OF CVAT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of any documents filed with the SEC free of charge at the SECʼs website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge on the Company’s website at www.cvatinfo.com.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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

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FAQ

What price per share does the CVAT LOI from European Guarantee Services propose?

The LOI proposes approximately $0.13 per share fully diluted as the offer price. According to Cavitation Technologies, the LOI values the company at $40–$42 million, subject to due diligence and a definitive agreement.

What conditions must be met for the proposed CVAT acquisition to close?

Closing requires satisfactory due diligence, a definitive agreement, and shareholder approval. According to Cavitation Technologies, additional conditions include a Board fairness opinion, proof of funds, and applicable U.S. regulatory clearances, potentially including CFIUS review.

By when must European Guarantee Services provide proof of funds for the CVAT LOI?

EGS must deliver documentary proof of funds within 10 calendar days of the LOI. According to Cavitation Technologies, failure to provide acceptable documentation will cause the LOI to automatically lapse and expire.

How long is the exclusivity period in the CVAT Letter of Intent?

The LOI includes a binding 60-day exclusivity period during which CVAT agreed not to solicit competing proposals. According to Cavitation Technologies, the exclusivity helps allow negotiations and due diligence without third-party bids.

When does the CVAT Letter of Intent expire and can it be extended?

The LOI expires at 5:00 p.m. Los Angeles time on August 1, 2026 unless mutually extended or earlier terminated. According to Cavitation Technologies, extension requires mutual written agreement between the parties.