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Ocean Thermal Energy (CPWR) launches Series E preferred to fund growth

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

New preferred layer adds flexible, event-driven equity financing with modest initial proceeds.

Ocean Thermal Energy Corp. has introduced a Series E Preferred Stock structure to support future capital raising. Only two shares were initially sold for $20,000, but up to 150 shares are authorized, each with a $10,000 liquidation value and an annual 8.0% cumulative dividend.

The preferred converts into common stock upon specific business milestones: execution of ocean thermal or related commercial contracts, a change of control, or a significant public offering. The conversion formula references the 10-trading-day volume-weighted average price multiplied by 0.5, creating an event-driven equity issuance tied to market pricing.

After two years, the company can redeem the preferred before conversion, and voting rights remain limited to matters affecting the series’ terms or priority and similar protections. This design provides financing flexibility while constraining control impact, but the economic cost will depend on future contracts, market price levels at conversion, and how many of the 150 authorized shares are ultimately issued.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial Series E Shares Sold 2 shares Sold to two private investors on July 7, 2026
Price per Series E Share $10,000 per share Sale price for each newly authorized Series E Preferred share
Aggregate Proceeds $20,000 Total raised from sale of two Series E Preferred shares
Authorized Series E Shares 150 shares Maximum number of Series E Preferred Shares authorized in certificate of designation
Liquidation Value per Share $10,000 per share Liquidation value assigned to each Series E Preferred Share
Annual Cumulative Dividend 8.0% Annual cumulative dividend rate on Series E Preferred, payable in cash or common stock
Redemption Eligibility Period After two years Company may redeem Series E Preferred any time after two years before conversion
VWAP Lookback Period ten trading days Period used to calculate volume-weighted average price for conversion formula
Section 4(a)(2) regulatory
"The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation D regulatory
"The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
certificate of designation regulatory
"we filed a certificate of designation with the Nevada Secretary of State"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
liquidation value financial
"The Preferred Shares have a liquidation value of $10,000 per share"
Liquidation value is the amount of cash that could be realized if a company’s assets were sold off quickly and its debts and sale costs were paid, usually yielding less than normal selling value. For investors it matters because it provides a practical “floor” or worst‑case estimate of what shareholders or creditors might recover in a bankruptcy or forced sale, helping gauge downside risk much like the cash you’d get from a hastily held garage sale versus a planned auction.
annual cumulative dividend financial
"bear an annual cumulative dividend of 8.0%, payable in cash or shares"
change of control financial
"The Preferred Shares will convert into common shares if OTEC undergoes a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
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FAQ

What equity financing did Ocean Thermal Energy Corp. (CPWR) report on July 7, 2026?
Ocean Thermal Energy Corp. sold two Series E Preferred shares to private investors at $10,000 per share, raising $20,000. The transaction used Section 4(a)(2) and Regulation D exemptions for unregistered sales of securities.

How many Series E Preferred shares can Ocean Thermal Energy Corp. (CPWR) issue?
Ocean Thermal Energy Corp. is authorized to issue up to 150 Series E Preferred Shares, each with a par value of $0.001 and a $10,000 liquidation value, under a certificate of designation filed with the Nevada Secretary of State on July 7, 2026.

What dividend do the Series E Preferred Shares of Ocean Thermal Energy Corp. (CPWR) pay?
Each Series E Preferred Share carries an annual 8.0% cumulative dividend, based on its $10,000 liquidation value. Dividends are payable either in cash or in shares of Ocean Thermal Energy Corp.’s common stock, at the company’s election.

When do Ocean Thermal Energy Corp. (CPWR) Series E Preferred Shares convert into common stock?
The Series E Preferred Shares convert into common stock if Ocean Thermal Energy Corp. executes specified commercial contracts, undergoes a change of control, or completes a significant public offering. Conversion is tied to a volume-weighted average trading price formula.

How is the Ocean Thermal Energy Corp. (CPWR) Series E Preferred conversion amount calculated?
For each Series E Preferred Share, the number of common shares on conversion is based on the volume-weighted average trading price of the common stock over the prior ten trading days, then multiplied by 0.5, as described in the terms.

Can Ocean Thermal Energy Corp. (CPWR) redeem the Series E Preferred Shares?
Ocean Thermal Energy Corp. may redeem the Series E Preferred Shares any time after two years, provided they have not yet converted. The shares also have limited voting rights focused on changes to their terms, senior securities, redemptions, and bankruptcy decisions.

Why did Ocean Thermal Energy Corp. (CPWR) create the Series E Preferred Shares?
Ocean Thermal Energy Corp. states that it intends to issue Series E Preferred Shares to raise capital and strengthen its balance sheet. The structure provides a way to attract investor funds with dividends, liquidation preference, and conversion tied to future company milestones.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

July 7, 2026

(Date of earliest event reported)

 

Ocean Thermal Energy Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

 

033-19411-C

 

20-5081381

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3675 Market Street, Suite 200, Philadelphia, Pennsylvania 19104

(Address of principal executive offices) (Zip Code)

 

717-299-1344

(Registrant’s telephone number, including area code)

 

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:

 

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company

 

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. ☐

 

 

 

  

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 7, 2026, Ocean Thermal Energy Corp. (“OTEC,” “we” and the “company”) sold two shares of newly-authorized Series E Preferred stock to two private investors for $10,000 a share, or $20,000 in the aggregate. The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The preferred shares are convertible into shares of OTEC’s common stock. For more information about the terms of the preferred shares, please see Item 5.03 below and attached Exhibit 3(i).1.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 7, 2026, we filed a certificate of designation (the “Certificate of Designation”) with the Nevada Secretary of State authorizing OTEC to issue up to 150 shares of Series E Preferred Stock, par value $0.001 per share (the “Preferred Shares”). Our board has the authority to designate series of preferred stock, and we intend to issue Preferred Shares to raise capital to fund our operations and strengthen the company’s balance sheet.

 

The Preferred Shares have a liquidation value of $10,000 per share and bear an annual cumulative dividend of 8.0%, payable in cash or shares of the company’s common stock. The Preferred Shares will convert into common shares if OTEC: executes a power purchase agreement or other commercial contract relating to ocean thermal energy conversion power, desalinated water, cooling, or related infrastructure services; undergoes a change of control; or makes a significant public offering of its shares. The number of common shares issuable upon conversion of each Preferred Share will be based on the volume-weighted average trading price of the company’s common stock over the ten trading days before the conversion, multiplied by 0.5. After two years, we may redeem the Preferred Shares at any time before they have converted. The Preferred Shares have limited voting rights, generally in connection with authorizing shares senior to the Preferred Shares, changing the terms of the Preferred Shares, redeeming shares, or declaring bankruptcy.

 

Our description of the terms of the Preferred Shares is a summary only, and is subject to the Certificate of Designation attached to this Form 8-K as Exhibit 3(i).1.

 

Item 9.01 Financial Statements and Exhibits.

 

3(i).1

Certificate of Designation filed July 7, 2026 Defining the Terms of Ocean Thermal Energy Corp.’s Series E Preferred Stock

 

 

2

 

 

SIGNATURE

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 thereunto duly authorized.

 

 Ocean Thermal Energy Corporation
    
Dated July 10, 2026    /s/ Jeremy P. Feakins

 

 

By Jeremy P. Feakins 
  Chief Executive Officer and  
  Chief Financial Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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