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Ocean Thermal Energy Corp. created a new Series E Preferred Stock and completed a small initial private placement. On July 7, 2026, the company sold two Series E Preferred shares to two private investors at $10,000 per share, raising $20,000 under a Section 4(a)(2) and Regulation D exemption. A certificate of designation authorizes up to 150 Series E Preferred shares, each with a $10,000 liquidation value and an 8.0% annual cumulative dividend, payable in cash or common stock. The preferred automatically converts into common shares upon specified events, including execution of commercial contracts for ocean thermal energy or related services, a change of control, or a significant public offering, with the conversion amount based on the 10-day volume-weighted average price multiplied by 0.5. After two years, the company may redeem the shares before conversion, and the series carries limited voting rights mainly on matters affecting its terms or priority.
Ocean Thermal Energy Corporation reported first-quarter 2026 revenue of $403,517, more than double the prior year, driven by its U.S. Department of Defense engineering contract for an OTEC unit at Kwajalein Atoll. Higher project costs produced a gross loss of $259,467 and a loss from operations of $487,672.
GAAP net income was $62.0M, entirely from a non-cash $63.3M decrease in the fair value of derivative liabilities; core operations remained unprofitable. Cash was $166,220 with negative operating cash flow of $237,177, a working capital and stockholders’ deficit of about $51M, substantial loan defaults, and a going concern warning alongside material weaknesses in internal controls.
Ocean Thermal Energy Corporation is a Nevada-based developer of ocean thermal and seawater cooling projects that has not yet completed or operated any commercial plants and currently generates no operating revenue. Its business model centers on proprietary OTEC and SWAC/LSC technologies aimed at tropical and subtropical markets, often for government and defense customers.
The company’s auditors have expressed substantial doubt about its ability to continue as a going concern, as it relies on external capital, carries significant defaulted and convertible debt, and faces long, risky project development cycles. Ocean Thermal Energy is working under a $3.6 million U.S. Army engineering contract in the Pacific, but any long-term power purchase agreement remains uncertain. With a public float valued at about $181,247 and roughly 190 million shares outstanding as of March 15, 2026, its thinly traded penny stock is highly speculative and vulnerable to dilution from legacy financing obligations.