Cavitation Technologies (CVAT) files current report
Rhea-AI Filing Summary
Cavitation Technologies, Inc. (symbol: CVAT) is the issuer of record for a Form 8-K filing submitted to the SEC.
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Filing Explained
CVAT signed a conditional cash tender agreement on August 14, 2026; the offer remains uncommenced, and the $42 million figure includes a separate Alchemy transaction.
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The purchaser must commence the offer within 10 business days after the agreement date. It must also satisfy conditions including acquiring Alchemy Beverages shares, meeting the 90% tender threshold, clearing regulatory restrictions including CFIUS review, and avoiding termination or a material adverse effect; prior CVAT shareholder approval is not required.
The per-share amount is not fixed in this filing: an initial price would use the net price and shares outstanding when the offer starts, while a final price would use shares outstanding on a record date 45 business days after commencement. The amended offer must then give shareholders at least 30 business days to review the final price and board recommendation.
The press release's
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On August 14, 2026 Cavitation Technologies, Inc. (the “Company”) entered into a definitive tender offer agreement (the “Agreement”) with European Guarantee Services S.à.r.l. (“Purchaser”), pursuant to which the Purchaser agreed to acquire seek to acquire all of the outstanding shares of common stock of Company (the “CTI Shares”) for a total purchase price of $35 million (US) in cash (less certain indebtedness and accrued liabilities of the Company) (the “Net Price”). Under the Agreement, Purchase will commence an offer to purchase the CTI Shares (the “Offer”) within 10 business days after the date of the Agreement and the Offer will be filed with the SEC on or with a Schedule TO and will remain open during an offer period of at least 60 business days to give shareholders an opportunity to review this Agreement, the Offer and the offer documents.
Under the Agreement, the Offer will contain an Initial Offer Price (per Share) determined by dividing the Net Price by the total number of CTI Shares outstanding as of the date of the Agreement. However, the Initial Offer Price will be subject to adjustment and a Final Offer Price (per Share) will be determined based on the total number of CTI Shares outstanding as of a Record Date, a date that is 45 business days after the commencement of the Offer. The Final Offer Price will be included in an amended Offer and offer documents that will be filed with the SEC and disseminated to shareholders of the Company. Following a determination of the Final Offer Price and dissemination of the amended Offer to the Company’s shareholders, Purchaser will extend the offer period as may be necessary in order to give shareholders at least 30 business days to review the amended Offer, the Final Offer Price, and a final recommendation issued by Company’s board of directors before the offer period during which shareholders may tender their Shares pursuant to the amended Offer (as extended) expires.
The Agreement contains both customary and special customary representations, and warranties of the parties and sets forth, in Annex I to the Agreement, a list of the conditions (the “Offer Conditions”) that must be satisfied (or waived by Purchaser) before Purchaser becomes obligated to purchase Shares that are tendered pursuant to the amended Offer. These Offer Conditions may be summarized as follows:
1. Purchaser will have acquired shares of common stock of Alchemy Beverages Inc. (“ABI”), a private Delaware corporation in which the Company owns about 17% of the outstanding shares of common stock in ABI (the “ABI Shares”), pursuant to a separate tender offer that will be made by Purchaser for ABI Shares under a separate tender offer agreement executed between ABI and Purchaser;
2 Shareholders of the Company will have tendered a sufficient number of CTI Shares to the amended Offer that will enable Purchaser, together with any CTI Shares previously purchased by Purchaser and its affiliates or investors, to acquire at least 90% of the CTI Shares outstanding as of the Record Date;
3. No action has been taken by any government entity to restrain or prohibit the consummation of Purchaser’s acquisition of CTI Shares tendered pursuant to the amended Offer;
4. No termination of the Agreement in accordance with the terms thereof will have occurred;
5. The representations and warranties given by the Company as of the date of the Agreement shall be true and correct, and Company will have performed its covenants under the Agreement, in each case for any discrepancy or failure that, individually or in the aggregate, will not have a material adverse effect on the transaction;
6. No adverse material effect (as defined in the Agreement) will have occurred; and
7. The Parties will have submitted this Agreement, the offer documents and other information to the Committee on Foreign Investment in the United States (“CFIUS”) for review in accordance with U.S. laws and regulations and CFIUS, upon the conclusion of the review period, or any investigation into the transaction, will have taken adverse action to block the transactions under the Agreement.
Following the expiration of the offer period (as may be extended), and subject to the satisfaction (or waiver by Purchaser) of the Offer Conditions, the Agreement provides that Purchaser will acquire, at the Final Offer Price, all of the outstanding CTI Shares that are tendered pursuant to the amended Offer (and not validly withdrawn).
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Neither this Agreement nor the cash tender offer for the CTI Shares that will be made by Purchaser under the terms of the Agreement will require the prior approval of the shareholders of Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit A to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Tender Offer Agreement, dated as of August 14, 2026, by and between Cavitation Technologies, Inc. and European Guarantee Services S.à.r.l. | |
| 99.1 | Press Release dated August 17, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
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SIGNATURES
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, hereunto duly authorized.
| Cavitation Technologies, Inc. | ||
| By | /s/ Naum Voloshin | |
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Name: Naum Voloshin Title: CEO | ||
Date: August 19, 2026
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Exhibit 99.1
Cavitation Technologies, Inc. Executes Definitive Purchase Agreement with
European Guarantee Services S.à.r.l
CHATSWORTH, CA – August 17, 2026 (GLOBE NEWSWIRE) –
Cavitation Technologies, Inc. (OTCQB: CVAT) ("CVAT" or the "Company"), a leading provider of sustainable nanotechnology solutions, today announced that, on August 14, 2026, the Company executed a definitive tender offer agreement (the "CVAT Agreement") with European Guarantee Services S.à.r.l., a private financial and wealth management company chartered and located in Luxembourg ("EGS"). Under the CVAT Agreement, EGS will seek to acquire all of the outstanding shares of common stock of the Company for a total purchase price of $35 million in cash (less certain indebtedness and accrued liabilities of the Company). Under the terms of the CVAT Agreement, the cash offer by EGS for the outstanding shares of the Company’s common stock will be made in accordance with Regulation 14D promulgated under Section 14(d)(1) of the (U.S.) Securities Exchange Act of 1934.
In conjunction with the CVAT transaction, the Company anticipates that, within the next five business days, EGS will be entering into a separate definitive tender offer agreement with Alchemy Beverages Inc. ("Alchemy"), a privately held company in which CVAT holds approximately 17% of the outstanding common stock. The pending Alchemy agreement contemplates that EGS will be making an offer to purchase all of the outstanding shares of common stock in ABI for a total purchase price of $7 million (less certain indebtedness and accrued liabilities of ABI), bringing the aggregate cash consideration for the combined transactions to $42 million.
In connection with the execution of the Agreement, the Company will file, within the next three business days, a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC"). The Company is committed to transparency and will continue to file all required forms and disclosures mandated by the SEC throughout the tender offer process.
"The execution of this definitive tender offer agreement with EGS represents a monumental milestone for Cavitation Technologies and our shareholders," said Neil Voloshin, Chief Executive Officer of CVAT. "We have worked diligently with EGS to finalize this $35 million agreement, and we look forward to the execution of the Alchemy agreement in the coming days. We remain fully committed to working through the regulatory process and completing all necessary SEC filings to bring this transaction to a successful conclusion."
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 common stock or any other securities. On the commencement date of the tender offer, EGS will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal, and related documents, with the SEC. Thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY STATEMENTS ISSUED BY THE COMPANY AND ANY FUTURE FILINGS REGARDING THE CVAT TENDER OFFER AGREEMENT AND RELATED OFFER DOCUMENT, AS SUCH DOCUMENTS AND THE INFORMATION CONTAINED THEREIN MAY BE UPDATED OR AMENDED FROM TIME TO TIME.
Investors and security holders may obtain a free copy of offer statements and other documents submitted and filed under or pursuant to the CVAT Agreement (when filed with the SEC) at www.sec.gov.
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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 water treatment, 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 pending agreement with Alchemy may not be executed in a timely manner or at all, the risk that the conditions to the closing of the tender offer or the transaction may not be satisfied, uncertainties as to how many of the Company's stockholders will tender their stock in the offer, the risk that the transaction 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 Securities and Exchange Commission. 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: info@ctinanotech.com
Web: www.cvatinfo.com
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