POWERVERDE, INC. (OTCMKTS:PWVI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On September 20, 2020, PowerVerde Inc. (“PowerVerde”) signed a Binding Letter of Intent for a merger (the “LOI”) with 374Water Inc. (“374Water”) a privately-held company based in Durham, North Carolina www.374water.com.
Subject to the terms and conditions set forth in the LOI, 374Water will merge into a newly- formed wholly-owned subsidiary of PowerVerde (the “Sub”), with the Sub as the surviving corporation (the “Merger”). Upon closing of the Merger, PowerVerde will issue new shares of PowerVerde stock to 374Water shareholders such that 374Water shareholders will own approximately 60% of the combined company, and PowerVerde shareholders will own approximately 40%. The Merger is subject to adjustments for liabilities, and the closing is contingent on the achievement of certain milestones and satisfaction of conditions by both parties prior to closing, including the raising of at least $6.25 million of additional capital to a private placement by March 31, 2021.
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibit is filed with this report:
|99.1||Binding Letter of Intent, dated as of September 20, 2020, between PowerVerde Inc., and 374Water Inc.|
POWERVERDE, INC. Exhibit
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 September 20,…
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About POWERVERDE, INC. (OTCMKTS:PWVI)
PowerVerde, Inc., formerly Vyrex Corporation, operates as a research and development-stage company. The Company is seeking to discover and develop pharmaceuticals, nutraceuticals and cosmeceuticals for the treatment and prevention of respiratory, cardiovascular and neurodegenerative diseases and conditions associated with aging (the Biotech Business). The Company was formed in order to develop, commercialize and market a series of electric generating power systems designed to produce electrical power with zero emissions or waste byproducts, based on a pressure-driven motor and related organic pressure-driven cycle component. The Company has two separate product lines: waste heat/solar organic rankine cycle powered systems and gas pipeline/wellhead waste energy recovery systems. It has manufactured over three 25/50 kilowatt (kW) motors and additional motors or drivers as well. It has been testing these devices on organic pressure-driven cycle (OPDC) referred to as the Liberator.