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”).
Pursuant
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”). TetriDyn’s current 246,616 issued and outstanding
shares is determined after taking into account TetriDyn’s 1-for-250 reverse stock split effected by the filing of TetriDyn’s
Certificate of Change with the Nevada Secretary of State on December 6, 2016, as previously reported in TetriDyn’s 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 holder’s 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 holder’s 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 Company’s 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.