Cavitation Technologies: proposed $35M bid less liabilities

Q: How much are the proposed CVAT and Alchemy tender offers?

BrightFlixx proposes an aggregate purchase price of $35 million in cash, less CVAT’s outstanding liabilities, for CVAT shares and $7 million in cash, less Alchemy’s outstanding liabilities, for Alchemy shares. Each amount is divided by the relevant company’s shares outstanding at its Record Date.

Q: How long is the CVAT tender offer expected to remain open?

The offer is initially scheduled to expire at 6:00 p.m. New York City time on the date 60 business days after commencement, subject to extensions. After the final offer price is publicly announced, the period will be extended as needed to give shareholders at least 30 business days to review it and decide whether to tender.

Key conditions include at least 90% of each company’s outstanding shares tendered, CFIUS approval or no further action, and concurrent completion.

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Form Type

8-K

Rhea-AI Filing Summary

Cavitation Technologies, Inc. (CVAT) entered into a definitive agreement with BrightFlixx Finance (Luxembourg) S.A. for a proposed cash tender offer for all outstanding CVAT common shares, with an aggregate purchase price of $35 million in cash, less CVAT’s outstanding liabilities, divided by shares outstanding at the offer’s Record Date. A concurrent offer for all outstanding Alchemy Beverages shares carries an aggregate purchase price of $7 million in cash, less Alchemy’s outstanding liabilities; CVAT holds a 17% equity stake in Alchemy. The press release states combined proposed consideration of approximately $42 million.

Neither offer had commenced as of October 13, 2026. Key conditions to BrightFlixx’s purchase obligations, subject to satisfaction or waiver, include valid tenders of at least 90% of each company’s outstanding shares, CFIUS approval or a no-further-action determination, and concurrent completion of both offers. The Record Date is 45 business days after commencement; after the final price is announced, each offer period will be extended as necessary to give shareholders at least 30 business days to review it. CVAT and Alchemy terminated their prior agreements with European Guarantee Services, and CVAT states it paid no termination fee.

8-K Event Classification

4 items: 1.01, 1.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CVAT proposed aggregate purchase price: $35 million in cash, less CVAT’s outstanding liabilities Alchemy proposed aggregate purchase price: $7 million in cash, less Alchemy’s outstanding liabilities Combined proposed consideration: Approximately $42 million +5 more

8 metrics

CVAT proposed aggregate purchase price $35 million in cash, less CVAT’s outstanding liabilities Proposed tender offer for all outstanding CVAT common shares

Alchemy proposed aggregate purchase price $7 million in cash, less Alchemy’s outstanding liabilities Proposed tender offer for all outstanding Alchemy shares

Combined proposed consideration Approximately $42 million Cash consideration stated in the press release

CVAT equity stake in Alchemy 17% CVAT’s stated ownership interest

Minimum tender condition At least 90% of each company’s outstanding shares Condition to the respective BrightFlixx purchase obligations

Record Date 45 business days after commencement For each proposed tender offer

Initial offer period 60 business days after commencement Initial scheduled expiration period for each offer

Final-price review period At least 30 business days Minimum review time after public announcement of the final offer price

Key Terms

Record Date, no further action determination, CFIUS, Schedule TO-T

4 terms

Record Date financial

"Record Date will be fixed at 45 business days after commencement"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

no further action determination regulatory

"CFIUS approval or a no further action determination"

CFIUS regulatory

"CFIUS approval or a no further action determination"

The Committee on Foreign Investment in the United States (CFIUS) is a U.S. government panel that reviews transactions where foreign parties seek control or substantial influence over U.S. businesses to check for national security risks. Investors should care because CFIUS can block, force changes to, or unwind deals much like a safety inspector stopping or altering a construction project, and that can change deal value, timing, or whether a transaction can close at all.

Schedule TO-T regulatory

"Tender Offer Statements on a Schedule TO-T"

FAQ

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

How much are the proposed CVAT and Alchemy tender offers?

BrightFlixx proposes an aggregate purchase price of $35 million in cash, less CVAT’s outstanding liabilities, for CVAT shares and $7 million in cash, less Alchemy’s outstanding liabilities, for Alchemy shares. Each amount is divided by the relevant company’s shares outstanding at its Record Date.

How long is the CVAT tender offer expected to remain open?

The offer is initially scheduled to expire at 6:00 p.m. New York City time on the date 60 business days after commencement, subject to extensions. After the final offer price is publicly announced, the period will be extended as needed to give shareholders at least 30 business days to review it and decide whether to tender.

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

Understanding 8-K Material Events →

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Available on EDGAR 10/13/2026 - 09:42 AM EDT Accepted by SEC EDGAR 10/13/2026 - 09:42 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026

Cavitation Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53239	20-4907818
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

10019 Canoga Ave.

Chatsworth, California 91311

(Address of Principal Executive Offices) (Zip Code)

(818) 718-0905

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

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 1.01 Entry into a Material Definitive Agreement.

On October 9, 2026, Cavitation Technologies, Inc. (the “Company” or “CVAT”) and Alchemy Beverages Inc., a privately held Delaware corporation in which the Company holds a 17% equity stake, entered into definitive tender offer agreements with BrightFlixx Finance (Luxembourg) S.A. (“BrightFlixx”), a Luxembourg société anonyme. One agreement relates to the Company (the “BF-CVAT Agreement”), and the other relates to Alchemy Beverages Inc. (the “BF-ABI Agreement”). Together, the agreements are referred to as the “BrightFlixx Agreements.” The BF-CVAT Agreement replaces the Company’s tender offer agreement dated August 14, 2026, with European Guarantee Services S.à r.l. (“EGS”), and the BF-ABI Agreement replaces the tender offer agreement dated August 19, 2026, between EGS and Alchemy.

The BF-CVAT Agreement

Under the BF-CVAT Agreement. BrightFlixx intends to commence a cash tender offer for all outstanding shares of the Company’s common stock (the “CVAT Shares”) for an aggregate purchase price of $35 million in cash, less the Company’s outstanding liabilities, divided by the total number of CVAT Shares outstanding at the close of a Record Date. The Record Date will be fixed at 45 business days after commencement of the offer.

The BF-CVAT Agreement provides that BrightFlixx’s offer to acquire all of the outstanding CVAT Shares will be subject to the satisfaction or waiver of certain conditions. The tender offer has not commenced as of the date of this report. The offer period will initially be scheduled to expire at 6:00 p.m., New York City time, on the date that is 60 business days after commencement of the offer, subject to extensions as provided in the agreement. Once the final offer price is determined following the Record Date and is publicly announced, the offer period will be extended as necessary in order to provide shareholders with at least 30 business days to review the final offer price and decide whether to tender their CVAT Shares. The tender offer for CVAT Shares will be made only pursuant to the offer to purchase, letter of transmittal, and other tender-offer documents filed with the SEC.

The BF-CVAT Agreement contains customary representations, warranties, and covenants, together with specific termination provisions and conditions. The key conditions that must be satisfied or waived before BrightFlixx is obligated to purchase CVAT Shares tendered to the offer include a valid tender of at least 90% of the outstanding CVAT Shares, receipt of regulatory approval or a no further action determination by the Committee on Foreign Investment in the United States (“CFIUS”), and the concurrent consummation of the Alchemy tender offer. BrightFlixx’s obligation to complete the proposed transaction will also be subject to other conditions described in the agreement.

The BF-ABI Agreement

Under the BF-ABI Agreement, BrightFlixx intends to commence a cash tender offer for all outstanding shares of Alchemy common stock (the “ABI Shares”) for an aggregate purchase price of $7 million in cash, less Alchemy’s outstanding liabilities, divided by the total number of ABI Shares outstanding at the close of a Record Date. The Record Date will be fixed at 45 business days after commencement of the offer.

The BF-ABI Agreement provides that BrightFlixx’s offer to acquire all outstanding ABI Shares will be subject to the satisfaction or waiver of certain conditions. The tender offer has not commenced as of the date of this report. The offer period will initially be scheduled to expire at 6:00 p.m., New York City time, on the date that is 60 business days after commencement of the offer, subject to extensions as provided in the agreement. Once the final offer price is determined following the Record Date and is publicly announced, the offer period will be extended as necessary in order to provide shareholders with at least 30 business days to review the final offer price and decide whether to tender their ABI Shares. The tender offer for ABI Shares will be made only pursuant to the offer to purchase, letter of transmittal, and other tender-offer documents filed with the SEC.

The BF-ABI Agreement contains customary representations, warranties, and covenants, together with specific termination provisions and conditions. The key conditions that must be satisfied or waived before BrightFlixx is obligated to purchase ABI Shares tendered to the offer include a valid tender of at least 90% of the outstanding ABI Shares, receipt of regulatory approval or a no further action determination by CFIUS, and the concurrent consummation of the tender offer for CVAT Shares under the BF-CVAT Agreement. BrightFlixx’s obligation to complete the proposed transaction will also be subject to other conditions described in the agreement.

The foregoing description of the BrightFlixx Agreements is qualified in its entirety by reference to the full agreements, which are filed together as a single combined Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The description is not complete and is subject to the actual terms of the agreements.

Item 1.02 Termination of a Material Definitive Agreement.

On October 8, 2026, the Company terminated the tender offer agreement dated August 14, 2026, between the Company and European Guarantee Services, S.a.r.l. (“EGS”). The agreement was terminated and replaced by the BF-CVAT Agreement described under Item 1.01 of this report. Termination of the agreement with EGS was effective pursuant to written notice of termination sent by the Company to EGS. The notice of termination is not being filed as an exhibits to this report. The Company will describe any additional material termination terms to the extent required by the Form 8-K instructions.

The Company did not pay a termination fee or any form of compensation to EGS in connection with the Company’s termination of the agreement with EGS. Except as described in the applicable termination documentation, the Company does not expect the termination to result in any further material obligations to EGS.

On October 8, 2026, Alchemy also terminated its tender offer agreement dated August 19, 2026, with EGS. That agreement was terminated and replaced by the BF-ABI Agreement described under Item 1.01 of this report. The Company is disclosing the BF-ABI Agreement because of the Company’s approximately 17% equity interest in Alchemy and the resulting significance of the proposed transaction to the Company’s shareholders.

Item 8.01 Other Events.

On October 9, 2026, the Company issued a press release announcing the execution of the BrightFlixx Agreements, the termination of the EGS agreements, and the proposed aggregate cash consideration of approximately $42 million. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The proposed tender offers have not commenced. If and when commenced, BrightFlixx expects to file Tender Offer Statements on a Schedule TO-T, including an offer to purchase, a letter of transmittal, and related documents for each of the two concurrent tender offers, with the SEC. The Company expects to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the CVAT tender offer and the Alchemy tender offer. Shareholders and other security holders and investors in both the Company and in Alchemy should carefully read the tender offer documents and the Schedule 14D-9 filed by the Company and Alchemy, respectively, when they become available because they will contain important information.

The information in this Item 8.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, unless the Company expressly states otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Combined Definitive Tender Offer Agreements, each dated October 9, 2026: (i) the agreement between Cavitation Technologies, Inc. and BrightFlixx Finance (Luxembourg) S.A.; and (ii) the agreement between Alchemy Beverages, Inc. and BrightFlixx Finance (Luxembourg) S.A.
99.1		Press Release of Cavitation Technologies, Inc., dated October 9, 2026.
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

Schedules and exhibits to Exhibit 10.1 have been omitted pursuant to Item 601(a)(5) of Regulation S-K, if applicable. The registrant undertakes to furnish supplementally copies of any omitted schedules and exhibits to the SEC upon request.

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.

Date: October 13, 2026	By	/s/ Neil Voloshin
		Name: Neil Voloshin Title: Chief Executive Officer

Exhibit 99.1

Cavitation Technologies, Inc. Announces Definitive Agreements with BrightFlixx Finance (Luxembourg) S.A. for Aggregate Proposed Cash Consideration of $42 Million

CHATSWORTH, Calif., October 9, 2026 (GLOBE NEWSWIRE) -- Cavitation Technologies, Inc. (OTCQB: CVAT) ("CVAT" or the "Company"), a leading provider of sustainable nanotechnology solutions, today announced that it has entered into definitive purchase agreements with BrightFlixx Finance (Luxembourg) S.A. providing for cash tender offers for all outstanding shares of common stock of Cavitation Technologies, Inc. and Alchemy Beverages, Inc. ("Alchemy"). The aggregate proposed cash consideration under the agreements is $42 million, consisting of $35 million for CVAT and $7 million for Alchemy, subject to the terms, conditions and other provisions of the definitive purchase agreements.

The new BrightFlixx Finance (Luxembourg) S.A. agreements replace the prior tender offer agreements with European Guarantee Services S.à r.l. ("EGS"), which have been terminated. The material terms of the BrightFlixx Finance (Luxembourg) S.A. agreements are substantially similar to those previously contemplated, and financing is provided by the same financing institution, Bright Wealth Banking, that was involved in the prior transaction.

In connection with the execution of the BrightFlixx Finance (Luxembourg) S.A. agreements, CVAT will be filing a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC"). BrightFlixx Finance (Luxembourg) S.A. expects to commence the applicable tender offers and make the required filings in accordance with the Securities Exchange Act of 1934, and the regulations promulgated by the SEC.

"The execution of these definitive tender offer agreements reflects the continuity of the transaction process," said Neil Voloshin, Chief Executive Officer of CVAT. "The same core transaction participants and financing institution remain involved, and this continuity is intended to help expedite the regulatory and tender-offer process. We remain focused on completing the required filings and keeping our stockholders informed as the proposed transactions advance." Dr. Kassem Lahham added: "We are pleased that BrightFlixx Finance (Luxembourg) S.A. is moving forward with the new definitive agreements with Cavitation Technologies and Alchemy. The same core participants and financing institution remain associated with the transaction, which is intended to help expedite the process. BrightFlixx Finance (Luxembourg) S.A. looks forward to working constructively with the companies and their advisers to advance the proposed all-cash tender offers in accordance with the definitive purchase agreements and applicable regulatory requirements."

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 CVAT or Alchemy common stock or any other securities. The tender offers described in this release have not commenced. On the commencement date of the tender offers, BrightFlixx Finance (Luxembourg) S.A. expects to file Tender Offer Statements on Schedule TO, including an offer to purchase, a letter of transmittal, and related documents, with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE TENDER OFFER STATEMENTS, THE SOLICITATION/ RECOMMENDATION STATEMENT, AND ANY OTHER FUTURE FILINGS REGARDING THE PROPOSED TRANSACTIONS, AS THEY WILL CONTAIN IMPORTANT INFORMATION AND MAY BE UPDATED OR AMENDED FROM TIME TO TIME.

Investors and security holders may obtain free copies of these statements, when available, and other documents filed with the SEC at www.sec.gov.

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 BrightFlixx Finance (Luxembourg) S.A.

BrightFlixx Finance (Luxembourg) S.A. is a Luxembourg société anonyme and the counterparty to the definitive tender offer agreements described in this release. For more information about BrightFlixx Finance (Luxembourg) S.A., please visit https://brightflixxfinance.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 tender offers may not commence or may not be completed; that the conditions to the tender offers may not be satisfied or waived; uncertainties as to how many of CVAT’s and Alchemy’s stockholders will tender their shares; the possibility that the proposed transactions may 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

Twitter: https://twitter.com/cvatinfo_

LinkedIn: https://linkedin.com/company/cavitation-technologies

YouTube: https://www.youtube.com/@cvatinfo

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE 12.2 KB

Agreements & Contracts

EX-10.1 COMBINED DEFINITIVE TENDER OFFER AGREEMENTS 621.8 KB