TetriDyn Solutions, Inc. (OTCMKTS:TDYS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement.
Merger Agreement
On March 1, 2017, TetriDyn Solutions, Inc., a Nevada corporation
(TetriDyn), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Ocean Thermal Energy Corporation, a
Delaware corporation (OTE).
to the terms of the Merger Agreement, and subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement, a newly-created Delaware corporation that is
wholly-owned by TetriDyn (TetriDyn Merger Sub) will merge with
and into OTE (the Merger) with OTE continuing as the surviving
corporation and a wholly-owned subsidiary of TetriDyn.
In order to effect the Merger, TetriDyn shall effectuate a
recapitalization that consists of a 2.1676 to 1 forward split of
its 246,616 shares of issued and outstanding stock (TetriDyn
Post-Split Stock). TetriDyns current 246,616 issued and
outstanding shares is determined after taking into account
TetriDyns 1-for-250 reverse stock split effected by the filing of
TetriDyns Certificate of Change with the Nevada Secretary of
State on December 6, 2016, as previously reported in TetriDyns
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the Commission) on December 12, 2016, as amended by
that certain Current Report on Form 8-K/A filed with the
Commission on December 20, 2016.
Effective upon the consummation of the Merger (the Closing), (i)
each share of the common stock of OTE issued and outstanding
immediately prior to the Closing (OTE Stock) will be converted
into the right to receive one fully-paid and nonassessable
newly-issued share of TetriDyn Post-Split Stock (the New TetriDyn
Stock), subject to certain restrictions on transfer as provided
in the Merger Agreement and subject to the rights of certain
holders of shares of OTE Stock to exercise their rights as
dissenters to seek an appraisal of the fair value thereof as
provided under Delaware Law (each, a Dissenting OTE Stockholder);
(ii) each former holder of a warrant to purchase OTE Stock that
is outstanding immediately prior to the Closing (collectively,
the Former Warrant Holders) shall be granted a new warrant to
purchase shares of New TetriDyn Stock at the same applicable
exercise price and terms of such holders warrant to purchase OTE
Stock and each such warrant to purchase OTE Stock in effect as of
immediately prior to the Closing shall be terminated and
cancelled; and (iii) each former holder of a convertible
debenture exercisable to purchase OTE Stock that is outstanding
immediately prior to the Closing (collectively, the Former
Convertible Debenture Holders) shall be issued a new convertible
debenture to purchase shares of New TetriDyn Stock at the same
exercise price and terms of such holders convertible debenture to
purchase OTE Stock and each such convertible debenture to
purchase OTE Stock in effect as of immediately prior to the
Closing shall be terminated and cancelled.
The number of shares of New TetriDyn Stock issued to the
stockholders of OTE, including shares that would have been
issuable to Dissenting OTE Stockholders had they not dissented,
together with the number of shares issuable on the exercise of
warrants held by the Former Warrant Holders and the conversion of
outstanding convertible debentures held by the Former Convertible
Debenture Holders shall constitute, on a consolidated
fully-diluted basis, 90% of the number of shares of common stock
of TetriDyn on a fully-diluted basis after giving effect to the
Merger. The shares of common stock of TetriDyn, par value $0.001
per share (TetriDyn Stock), issued and outstanding immediately
prior to Closing will remain issued and outstanding. At Closing,
TetriDyn Merger Sub shall be merged with and into OTE, the
separate corporate existence of TetriDyn Merger Sub shall cease,
OTE shall continue as the surviving corporation of the Merger as
a wholly owned subsidiary of TetriDyn, and the OTE Stock issued
and outstanding or existing immediately prior to the Closing of
the Merger shall be converted at the Closing into the right to
receive shares of New TetriDyn Stock as herein provided.
In connection with the Merger, TetriDyn shall file with the
Nevada Secretary of State an amendment to its articles of
incorporation changing its name to Ocean Thermal Energy
Corporation. The business operations of OTE shall continue
uninterrupted, and, by virtue of the Merger, OTE will acquire the
business of TetriDyn including its assets consisting of the
development of a sustainable living community by creating an
ecologically sustainable EcoVillage powered by 100% fossil-fuel
free electricity, buildings cooled by energy efficient and
chemical free systems, and on-site water produced for drinking,
aquaculture and agriculture.
The effect of the Merger is that the existing stockholders of OTE
will own 99.5% of the issued and outstanding shares of the
Companys capital stock, with the current stockholders of TetriDyn
owning the remaining 0.5%. On a fully-diluted basis (i.e., after
taking into consideration the conversion and exercise of all
equity-linked securities including convertible promissory notes
and warrants), the existing stockholders of OTE will own 90% and
the current stockholders and other equity-linked security holders
of TetriDyn will own the remaining 10% of the outstanding capital
stock of TetriDyn.
The disinterested members of the board of directors of each of
TetriDyn and OTE (the Parties) have unanimously approved the
Merger Agreement and the Merger.
The Merger Agreement includes customary representations,
warranties and covenants by the Parties. Each Party has agreed,
among other things, (i) to generally conduct its business in the
ordinary course consistent with past practice during the interim
period between the execution of the Merger Agreement and the
Closing (other than agreed actions to be taken in anticipation of
the Closing); (ii) not to engage in certain types of transactions
during this period; and (iii) to secure all necessary approvals
from their respective shareholders to ratify the Merger Agreement
and the Merger.
Consummation of the Merger is subject to various closing
conditions, including, (i) the receipt of approval from the
shareholders of each of OTE and TetriDyn Merger Sub; (ii) the
absence of any law, injunction, judgment or ruling enjoining or
prohibiting the Merger; (iii) the accuracy of the representations
and warranties made by the Parties immediately prior to Closing;
(iv) the performance by the parties in all material respects of
their covenants, obligations and agreements under the Merger
Agreement; and (v) the absence of any material adverse changes to
the businesses and operations of either Party.
The Merger Agreement contains customary termination rights for
the Parties, including (i) by mutual consent of OTE and TetriDyn;
(ii) by either Party, upon a material breach of any
representation, warranty, covenant, or agreement on the part of
the other Party, as set forth in the Merger Agreement; and (iii)
by either Party, if there is any decree, judgment, injunction, or
other order of any governmental entity that is final and
non-appealable and that restricts, prevents, or prohibits the
consummation of the Merger.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Agreement and Plan of Merger, dated as of March 1, 2017 by and between TetriDyn Solutions, Inc. and Ocean Thermal Energy Corporation. |
About TetriDyn Solutions, Inc. (OTCMKTS:TDYS)
TetriDyn Solutions, Inc. provides business information technology (IT) solutions. The Company optimizes business and IT processes by using systems engineering methodologies, strategic planning and system integration to develop radio-frequency identification (RFID) products to address location tracking issues in the healthcare industry, including issues surrounding patient care, and optimization of business processes for healthcare providers. The Company develops applications for its integrated system of RFID and software solutions for tracking, management and diagnostic systems. The Company’s product line includes Silver Key Solution and ChargeCatcher Revenue Recovery Services. The Company’s Silver Key Solution is its healthcare RFID solution that includes automatic patient fall detection, motion detection, identification of location within a facility, and proximity of facility employee to facility resident. ChargeCatcher targets revenue recovery in hospital environments. TetriDyn Solutions, Inc. (OTCMKTS:TDYS) Recent Trading Information
TetriDyn Solutions, Inc. (OTCMKTS:TDYS) closed its last trading session 00.0000 at 0.0500 with 17,000 shares trading hands.