CPWR Ocean Thermal Energy Corporation (CE)

INFORMATION STATEMENT

April 13, 2017

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’

MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.

INTRODUCTION

This information statement on Schedule 14C (this “Information Statement”) is first being sent on or about April 17, 2017 to the holders of record as of the close of business on April 5, 2017 (the “Record Date”), of shares of common stock, $0.001 par value per share (the “Common Stock”), of TetriDyn Solutions, Inc., a Nevada corporation (“TetriDyn,” “TetriDyn Solutions,” “the Company,” “we” or “us”).

This Information Statement is to notify such stockholders that, on April 12, 2017, we received the approval, via a written consent in lieu of a meeting of stockholders, of the holders of a majority of our outstanding Common Stock (the “Consenting Stockholders”), representing approximately 58.33% of the outstanding shares of our Common Stock on the Record Date, approving the following:

As previously announced in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 10, 2017 (the “March Form 8-K”), and as is described in additional detail under the section entitled “The Merger” beginning on page 12 of this Information Statement, on March 1, 2017, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Ocean Thermal Energy Corporation, a Delaware corporation (“OTE”), pursuant to which a newly-created Delaware corporation that is wholly-owned by the Company (“TetriDyn Merger Sub”) with merge with and into OTE, with OTE continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). Effective upon the consummation of the Merger (the “Closing”), 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’s Common Stock following the Forward Stock Split (the (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.

The Name Change, Authorized Share Increase and Forward Stock Split (collectively, the “Proposals”) had previously been approved by our Board of Directors on February 28, 2017 in connection with the approval of the Merger. The Company’s stockholders were not asked to approve the Merger Agreement or the Merger, however, the Proposals are being undertaken in connection with the Merger and the consummation of the Merger is conditioned on approval of the Proposals, and thus the Company is providing certain information regarding the Merger Agreement and the Merger to the Company’s stockholders.

A copy of the Amendment to our Articles of Incorporation, as amended, to be filed with the Secretary of State of Nevada is attached hereto as Appendix “A” (the “Amendment”).

A copy of the Merger Agreement is attached hereto as Appendix “B.”

A copy of the audited financial statements of OTE, and its subsidiaries, for the years ending December 31, 2016, 2015 and 2014 are attached hereto as Appendix “C.”

A copy of the unaudited pro forma condensed combined financial statements of TetriDyn Solutions, and its subsidiary, and OTE, and its subsidiaries, are attached hereto as Appendix “D.”

Certain information from the Company’s Annual Report on Form 10-K for the year ending December 31, 2016, filed with the SEC on April 4, 2017, is incorporated by reference into this Information Statement as specifically stated herein.

This Information Statement is first being mailed or furnished to our stockholders on or about April 17, 2017. The Proposals, and thus the consummation of the Merger, will not occur until at least 20 days after such date.

Our Board of Directors has determined that our stockholders ARE NOT REQUIRED to return their certificates to have them re-issued by our Transfer Agent.

This Information Statement is being provided to you pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Proposals, the parties to the Merger Agreement, the Merger and the Merger Agreement, as well as summary information regarding the transactions covered by the Information Statement. We encourage you to read the Information Statement thoroughly. You may also obtain information about us from publicly-available documents filed with the SEC.

Our stockholders will not be entitled to any rights of appraisal under Nevada law or otherwise with respect to the approval and implementation of the Proposals (or the consummation of the Merger).

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

SUMMARY TERM SHEET

The purpose of the Amendment is to effect the Name Change, the Authorized Share Increase and the Forward Stock Split which are being undertaken in connection with the Merger. As stated above and described in more detail beginning on page 12 in the section entitled “THE MERGER”, following the filing of the Amendment and the consummation of the Merger, each share of OTE Stock will be converted into the right to receive one fully-paid and nonassessable newly-issued share of 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. The following is a Summary Term Sheet regarding the Amendment, the Merger Agreement and the transactions contemplated thereby. This summary does not contain all of the information that may be important to you. You should read in their entirety this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand the merger with OTE and the other matters discussed in this Information Statement.

APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION

REQUIRED VOTE; OUTSTANDING SHARES AND VOTING RIGHTS

Outstanding Securities

As of the Record Date, we had issued and outstanding 246,616 shares of Common Stock, held by approximately 839 stockholders of record, constituting TetriDyn Solutions’ only outstanding class of securities entitled to vote on the Proposals. As previously reported in the Current Report on Form 8-K filed by the Company with the SEC on December 12, 2016 (the “Form 8-K”), as subsequently amended by that certain Current Report on Form 8-K/A filed by the Company with the SEC on December 20, 2016 (the “Form 8-K/A” and together with the Form 8-K, the “December Form 8-K”), the Board of Directors of the Company, or the Board, approved a reverse stock split of the issued and outstanding shares of common stock of the Company on a 1-for-250 basis (the “Reverse Stock Split”) which such Reverse Stock Split was effective with the Secretary of State of Nevada at 12:01 am on December 31, 2016 (and later declared effective by FINRA on March 28, 2017) and a corresponding decrease in the outstanding shares of Common Stock of the Company from 60,414,140 shares of Common Stock to approximately 241,616 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). As also reported in the December Form 8-K, 5,000 shares of Common Stock were issued to JPF Venture Group, Inc., a Delaware corporation (“Seller” or “JPF”), as the purchase price for all assets of Seller used primarily in connection with the business of Seller consisting of the development of sustainable living communities by creating ecologically sustainable “EcoVillages” 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 “Assets”) pursuant to the terms of an Asset Purchase Agreement, dated December 8, 2016 (the “Purchase Agreement”), by and between the Company and the Seller. Subsequent to the effectiveness of the Reverse Stock Split with the State of Nevada, the Company commenced discussions related to the Merger and determined, in order to effectuate the Merger, it was necessary to effectuate the Forward Stock Split. In order to effect the Merger, the Board of Directors of the Company and the Consenting Stockholders approved the Forward Stock Split, which shall be effective upon filing of a Certificate of Amendment with, and acceptance by, the Secretary of State of the State of Nevada. As a result of the Forward Stock Split, the issued and outstanding shares of TetriDyn Solutions shall correspondingly increase from 246,616 shares of Common Stock to approximately 534,555 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). Each share of Common Stock outstanding on the Record Date entitles the record holder to cast one vote with respect to each matter to be voted upon. The Company’s Articles of Incorporation, as amended (“Articles of Incorporation”), do not provide for cumulative voting.

Action by Written Consent; Vote Required

Under the Nevada Revised Statutes (“NRS”), unless otherwise provided in the articles of incorporation or the bylaws, any action that may be taken at a meeting of stockholders also can be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding shares holding at least a majority of the voting power. Our Articles of Incorporation do not limit, prohibit, restrict or otherwise qualify the use of this procedure. Further, Section 2.17 of our Bylaws specifically permits actions to be taken by written consent in lieu of a meeting in the manner set forth in the NRS and Bylaws.

Further, unless the NRS or the articles of incorporation of a corporation requires a greater number of votes, matters submitted to stockholders generally require the approval of a majority of the outstanding shares at a meeting when a quorum is present. The NRS requires the approval of the holders of outstanding shares holding at least a majority of the voting power in order to amend a Nevada corporation’s articles of incorporation, unless the articles of incorporation require a greater vote to take such action. Our Articles of Incorporation do not require a greater vote to take such action. Accordingly, because the Proposals require an amendment to our Articles of Incorporation, the approval of the Proposals require the receipt of the written consent of the holders of at least a majority of the outstanding shares of Common Stock of the Company as of the Record Date (or 123,309 shares following the effectiveness of the Reverse Stock Split).

Notice of Action by Written Consent

Under the Company’s bylaws, the Company is required to provide prompt notice of the taking of corporate action without a meeting to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide such notice. No appraisal rights are afforded to stockholders of the Company under the laws as a result of the approval of the Proposals.

CONSENTING STOCKHOLDERS CONSENT

The Consenting Stockholders holding more than a majority of the outstanding shares of common stock of the Company executed and delivered to us a written consent, effective as of April 12, 2017, authorizing the Proposals. As of the Record Date, the Consenting Stockholders had the power to vote an aggregate of 143,869 shares of our common stock, or 58.33 % of the outstanding shares of our Common Stock. The Consenting Stockholders voted all of the foregoing shares to approve the Proposals.

Taking action by written consent of the Consenting Stockholders has eliminated the costs and management time that would have otherwise been necessary to hold a special meeting of stockholders and will permit the Company to effect the Proposals as early as possible in order to accomplish the purposes of the Company, as hereafter described.

DESCRIPTION OF NAME CHANGE

General

Our Board of Directors and the Consenting Stockholders have approved the Name Change proposal and have authorized the Company to file an Amendment to our Articles of Incorporation to effect the Name Change.

On February 28, 2017, the Board of Directors approved an Amendment to our Articles of Incorporation to change our corporate name to “Ocean Thermal Energy Corporation” in connection with the Merger.

Background; Reasons for the Corporate Name Change

The principal purpose for changing our corporate name is that, following the Merger, the primary business of the combined company will be developing deep-water hydrothermal technologies to provide renewable energy and drinkable water. Therefore, the existing business of OTE, and thus the name “Ocean Thermal Energy Corporation” will be a more accurate description of the business of the Company.

Vote Required

We have obtained approval to effect the Name Change through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the Name Change will not take place for this purpose.

Effect on Stockholders

The change of name will not affect in any way the validity or transferability of stock certificates outstanding at the time of the Name Change, our capital structure or the quotation of our Common Stock on the OTC Link ATS or the trading of our Common Stock on the Pink Open Market - Current. Following implementation of the Name Change, stockholders may continue to hold their existing certificates or receive new certificates reflecting the Name Change by delivering their existing certificates to the Company’s transfer agent. Stockholders should not destroy any stock certificates and should not deliver any stock certificates to the transfer agent until after the effectiveness of the Name Change.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Name Change, and the Company has not independently provided its stockholders with any such right. 

DESCRIPTION OF THE AUTHORIZED SHARE INCREASE OF COMMON STOCK

General

Our Board of Directors and the Consenting Stockholders have approved the Authorized Share Increase proposal and have authorized the Company to file an Amendment to our Articles of Incorporation to effect the Authorized Share Increase.

Background; Reasons for the Authorized Share Increase

As of the Record Date, the Company had 400,000 shares of Common Stock and 5,000,000 shares of preferred stock authorized, of which 246,616 shares of Common Stock were outstanding and no shares of preferred stock were outstanding. As previously reported by the Company on the December Form 8-K, the Board of Directors of the Company approved the Reverse Stock Split, which such Reverse Stock Split was effective with the Nevada Secretary of State 12:01 am on December 31, 2016 (and later declared effective by FINRA on March 28, 2017) and resulted in a corresponding decrease in the authorized shares of Common Stock of the Company from 100,000,000 to 400,000 shares of Common Stock. Subsequent to the effectiveness of the Reverse Stock Split with the State of Nevada, the Company commenced discussions related to the Merger and determined, in order to effectuate the Merger, it was necessary to effectuate the Forward Stock Split. In order to effect the Merger, the Board of Directors of the Company and the Consenting Stockholders approved the Forward Stock Split, which shall be effective upon filing of a Certificate of Amendment with, and acceptance by, the Secretary of State of the State of Nevada. As a result of the Forward Stock Split, the issued and outstanding shares of TetriDyn Solutions shall correspondingly increase from 246,616 shares of Common Stock to approximately 534,555 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Forward Stock Split would not change the number of shares of preferred stock issued and outstanding.

The Authorized Share Increase is intended to facilitate the Merger and the issuance of shares of Common Stock of the Company to the existing stockholders of OTE in connection with the Merger, as more fully set forth in the March Form 8-K.

The Company’s Common Stock is quoted on the OTC Link ATS under the symbol “TDYS” and the last reported closing price of the Common Stock on March 28, 2017 was $10.00 per share (following effectiveness of the Reverse Stock Split).

The par value of the Common Stock will remain unchanged at $0.001 per share and the Authorized Share Increase will not change the number of outstanding shares of Common Stock under the Articles of Incorporation. Accordingly, the Authorized Share Increase will have the effect of creating additional authorized and unreserved shares of our Common Stock. Although at present we have no current plans, arrangements or understandings providing for the issuance of the additional shares that would be made available for issuance upon effectiveness of the Authorized Share Increase (aside from shares issuable pursuant to the Merger), such additional shares may be used by us for various purposes in the future without further stockholder approval. The additional shares will be issued by the Company to JPF, as necessary, in the event JPF elects to convert one or more of the Notes (as defined below) and/or Peter Wolfson elects to convert the October 2016 Note (as defined below). Other purposes may include, among other things:

Aside from the Merger, the Board of Directors is not implementing the Authorized Share Increase in anticipation of any future transaction or series of transactions. Further, the Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.

Vote Required

We have obtained approval to effect the Authorized Share Increase through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the Authorized Share Increase will not take place for this purpose.

Material Effects of the Authorized Share Increase

The principal effect of the Authorized Share Increase will be to increase the number of authorized shares. As a result, stockholders should recognize that once the Authorized Share Increase is effected, they will own the same number of shares that they currently own. However, the Authorized Share Increase will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company. Proportionate voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Authorized Share Increase. For example, a holder of 2% of the outstanding shares of Common Stock immediately prior to the Authorized Share Increase would continue to hold 2% of the outstanding shares of Common Stock immediately after the Authorized Share Increase. The number of stockholders of record also will not be affected by the Authorized Share Increase.

The Company is subject to the periodic reporting and other requirements of the Securities Exchange Act. The Authorized Share Increase will not affect the registration of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be reported on the OTC Link ATS.

Effect on Fractional Stockholders

Stockholders will not receive fractional shares in connection with the Authorized Share Increase and the Company will not be paying any cash to any stockholders for any fractional shares from the Authorized Share Increase.

Effect on Registered and Beneficial Stockholders

Following the Authorized Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.

Certain Risk Factors Associated with the Authorized Share Increase

In evaluating the Authorized Share Increase proposal, the Board of Directors also took into consideration negative factors associated with authorized share increases. These factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including but not limited to the following:

The Board of Directors, however, has determined that these negative factors were outweighed by the potential benefits of the Authorized Share Increase and voted to approve the Authorized Share Increase proposal.

Authorized Shares; Potential Dilutive Effect

As of the Record Date, the Company had 400,000 shares of Common Stock, par value $.001, and 5,000,000 shares of preferred stock, par value $.001, authorized. As discussed above and as previously reported by the Company on the December Form 8-K, the Board of Directors of the Company approved the Reverse Stock Split which such Reverse Stock Split was effective with the Nevada Secretary of State at 12:01 am on December 31, 2016 (and later declared effective by FINRA on March 28, 2017) and approved a corresponding decrease in the authorized shares of Common Stock of the Company from 100,000,000 to 400,000 shares of Common Stock. Subsequent to the effectiveness of the Reverse Stock Split with the State of Nevada, the Company commenced discussions related to the Merger and determined, in order to effectuate the Merger, it was necessary to effectuate the Forward Stock Split. In order to effect the Merger, the Board of Directors of the Company and the Consenting Stockholders approved the Forward Stock Split, which shall be effective upon filing of a Certificate of Amendment with, and acceptance by, the Secretary of State of the State of Nevada. As a result of the Forward Stock Split, the issued and outstanding shares of TetriDyn Solutions shall correspondingly increase from 246,616 shares of Common Stock to approximately 534,555 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Authorized Share Increase would not change the number of authorized shares of preferred stock. Following the Authorized Share Increase, authorized but unissued shares of Common and preferred stock will be available for issuance, and the Company may issue such shares in the future.

The issuance of a substantial number of additional shares of Common Stock from the newly-authorized shares provided for in the Authorized Share Increase, in connection with the Merger or otherwise, would result in dilution of our existing stockholders’ ownership interest in the Company, as discussed further below in “THE MERGER – Effects of the Merger. Stockholders of the Company do not have preemptive rights with respect to our Common Stock. Thus, existing stockholders would not have any preferential rights to purchase any shares.

Accounting Matters; Tax Consequences

The par value per share of Common Stock would remain unchanged at $0.001 per share after the Authorized Share Increase. As a result, on the effective date of the Authorized Share Increase, the stated capital on the Company’s balance sheet attributable to the Common Stock will remain the same. Our net income or loss and our net book value on a per share basis will remain the same. The Company does not anticipate that any accounting consequences would arise as a result of the Authorized Share Increase.

There are no tax consequences from the Authorized Share Increase.

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares of Common Stock available for issuance following the effective date of the Authorized Share Increase could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company), the Authorized Share Increase proposal is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common Stock or obtain control of the Company (aside from shares issuable pursuant to the Merger). Other than the Authorized Share Increase, the Board of Directors does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties to take over of change the control of the Company. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above-market premium and favored by a majority of independent stockholders.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Authorized Share Increase, and the Company has not independently provided its stockholders with any such right.

Interests of Certain Persons in Matters to be Acted Upon

Except in their capacity as stockholders (which interest does not differ from that of the other common stockholders) and JPF’s conversion rights under the Notes and 7.87% ownership interest of OTE, and Peter Wolfson’s conversion rights under the October 2016 Note, none of our officers, directors or any of their respective associates or affiliates has any interest in the Authorized Share Increase.

DESCRIPTION OF THE FORWARD STOCK SPLIT OF COMMON STOCK

General

Our Board of Directors and the Consenting Stockholders have approved the Forward Stock Split proposal and have authorized the Company to file an Amendment to our Articles of Incorporation to effect the Forward Stock Split.

Background; Reasons for the Forward Stock Split

As of the Record Date, the Company had 400,000 shares of Common Stock and 5,000,000 shares of preferred stock authorized, of which 246,616 shares of Common Stock were outstanding and no shares of preferred stock were outstanding. As previously reported by the Company on the December Form 8-K, the Board of Directors of the Company approved the Reverse Stock Split, which such Reverse Stock Split was effective with the Nevada Secretary of State 12:01 am on December 31, 2016 (and later declared effective by FINRA on March 28, 2017) and resulted in a corresponding decrease in the authorized shares of Common Stock of the Company from 100,000,000 to 400,000 shares of Common Stock. Subsequent to the effectiveness of the Reverse Stock Split with the State of Nevada, the Company commenced discussions related to the Merger and determined, in order to effectuate the Merger, it was necessary to effectuate the Forward Stock Split. In order to effect the Merger, the Board of Directors of the Company and the Consenting Stockholders approved the Forward Stock Split, which shall be effective upon filing of a Certificate of Amendment with, and acceptance by, the Secretary of State of the State of Nevada. As a result of the Forward Stock Split, the issued and outstanding shares of TetriDyn Solutions shall correspondingly increase from 246,616 shares of Common Stock to approximately 534,555 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Forward Stock Split would not change the number of shares of preferred stock issued and outstanding.

The Forward Stock Split is intended to facilitate the Merger and the issuance of shares of Common Stock of the Company to the existing stockholders of OTE in connection with the Merger, as more fully set forth in the March Form 8-K.

The Company’s Common Stock is quoted on the OTC Link ATS under the symbol “TDYS” and the last reported closing price of the Common Stock on March 28, 2017 was $10.00 per share (following the effectiveness of the Reverse Stock Split).

The par value of the Common Stock will remain unchanged at $0.001 per share and the Forward Stock Split will not change the number of authorized shares of Common Stock under the Articles of Incorporation. Accordingly, the Forward Stock Split will have the effect of decreasing the number of authorized and unreserved shares of our Common Stock.

Aside from the Merger, the Board of Directors is not implementing the Forward Stock Split in anticipation of any future transaction or series of transactions. Further, the Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.

Vote Required

We have obtained approval to effect the Forward Stock Split through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the Forward Stock Split will not take place for this purpose.

Material Effects of the Forward Stock Split

The effect of the Forward Stock Split will be that the total number of shares of the Company's Common Stock held by each stockholder will automatically convert into the number of whole shares of Common Stock equal to the number of shares of Common Stock owned immediately prior to the Forward Stock Split multiplied by approximately 2.1676, with an adjustment for any fractional shares (fractional shares will be rounded up into a whole share).

The Company is subject to the periodic reporting and other requirements of the Securities Exchange Act. The Forward Stock Split will not affect the registration of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be reported on the OTC Link ATS.

Effect on Fractional Stockholders

The Board of Directors has indicated that fractional shares will not be issued. Instead, the Company will issue one full share of the post-Forward Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional share as a result of the Forward Stock Split. Each Common Stock stockholder will hold the same percentage of the outstanding Common Stock immediately following the Forward Stock Split as that stockholder did immediately prior to the Forward Stock Split, except for minor adjustment due to the additional shares that will need to be issued as a result of the treatment of fractional shares.

Effect on Registered and Beneficial Stockholders

Upon effectuation of the Forward Stock Split, each common stockholder’s percentage ownership interest in the Company's Common Stock will remain virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Forward Stock Split. All issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the Forward Stock Split automatically on the effective date of the Forward Stock Split. All shares, options, warrants or convertible securities that the Company has agreed to issue (or agrees to issue prior to the effective date of the Forward Stock Split), also will be appropriately adjusted for the Forward Stock Split.

Certain Risk Factors Associated with the Forward Stock Split

In evaluating the Forward Stock Split proposal, the Board of Directors also took into consideration negative factors associated with forward stock splits. These factors included the negative perception of forward stock splits by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of a forward stock split, including but not limited to the following:

The Board of Directors, however, has determined that these negative factors were outweighed by the potential benefits of the Forward Stock Split and voted to approve the Forward Stock Split proposal.

Certain Federal Income Tax Consequences of the Forward Stock Split

We believe that the Forward Stock Split should not result in any taxable gain or loss to stockholders for U.S. federal income tax purposes. As a result of the Forward Stock Split, the U.S. tax basis of Common Stock received as a result of the Forward Stock Split will be equal, in the aggregate, to the basis of the shares exchanged for the Common Stock. For U.S. federal income tax purposes, the holding period of the shares immediately prior to the effective date of the Forward Stock Split will be included in the holding period of the Common Stock received as a result of the Forward Stock Split.

STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE DETAILED INFORMATION REGARDING THE EFFECTS OF THE FORWARD STOCK SPLIT ON THEIR INDIVIDUAL TAX STATUS.

Certain Regulatory Matters

The Forward Stock Split will require processing by the FINRA pursuant to Rule 10b-17 promulgated under the Securities Exchange Act in order for the Forward Stock Split to be recognized in the market for trading purposes. We expect to, but cannot assure that we will, receive FINRA’s clearance prior to the effective date of the Forward Stock Split. If so, Common Stock will be quoted at its post-Forward Split price on the effective date.

Potential Anti-Takeover Effect

We do not have any provisions in our Articles of Incorporation, Bylaws, or agreements to which we are party that have anti-takeover consequences. The Forward Stock Split proposal is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common Stock or obtain control of the Company (aside from shares issuable pursuant to the Merger). Other than the Forward Stock Split (and Authorized Share Increase), the Board of Directors does not currently contemplate the adoption of any other amendments to the Company’s Articles of Incorporation that could be construed to affect the ability of third parties to take over of change the control of the Company. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above-market premium and favored by a majority of independent stockholders.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Forward Stock Split, and the Company has not independently provided its stockholders with any such right.

Exchange of Certificates

After the taking of any action to conduct or authorize the Forward Stock Split is filed, there is not a requirement that stockholders obtain new or replacement share certificates. Each of the holders of record of shares of the Company’s Common Stock that is outstanding on the effective date of the Forward Stock Split may contact the Company’s transfer agent to exchange the certificates for new certificates representing the number of whole shares of post-Forward Stock Split Common Stock shares into which the existing shares have been converted as a result of the Forward Stock Split.

Interests of Certain Persons in Matters to be Acted Upon

Except in their capacity as stockholders (which interest does not differ from that of the other common stockholders) and JPF’s conversion rights under the Notes and 7.87% ownership interest of OTE, and Peter Wolfson’s conversion rights under the October 2016 Note, none of our officers, directors or any of their respective associates or affiliates has any interest in the Forward Stock Split.

THE AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE CHANGES THAT WILL OCCUR IF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.

THE MERGER

This section presents information on the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement. You are not being asked to vote on or approve the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement. The information provided herein regarding the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement is for informational purposes only.

General

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the TetriDyn Merger Sub will merge with and into OTE, with OTE continuing as the surviving corporation and a wholly-owned subsidiary of TetriDyn Solutions. TetriDyn Solutions and the holders of OTE Stock will receive the consideration described below. The Closing is expected to occur on or around May 9, 2017, subject to the satisfaction or waiver of all of the conditions to closing specified in the Merger Agreement. The Merger will become effective as of the date and time specified in the Certificate of Merger to be filed by the parties with the Secretary of State of the State of Delaware or such other date and time the parties agree.

You are not being asked to vote on or approve the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement. The information provided herein regarding the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement is for informational purposes only.

The Parties to the Merger Agreement

TetriDyn Solutions, Inc.

TetriDyn Solutions currently is in the business of facilitating the development of sustainable living communities by creating ecologically sustainable “EcoVillages” 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 Company’s Common Stock is quoted on the OTC Link ATS under the symbol “TDYS” and the last reported closing price of the Common Stock on March 28, 2017 was $10.00 per share (following effectiveness of the Reverse Stock Split). As of the Record Date, the TetriDyn had approximately 839 stockholders of record.

For further information concerning the Company, reference is made to the reports and other information the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on April 4, 2017 and from which certain information is incorporated by reference into this Information Statement as specifically stated herein. Please see “AVAILABILITY OF ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE” below.

TetriDyn Solutions corporate headquarters are located at 800 South Queen Street. Lancaster, Pennsylvania 17603-5818 and its telephone phone number is (717) 299-1344.

TetriDyn Merger Sub

The TetriDyn Merger Sub, which has yet to be formed, will be a wholly-owned subsidiary of the Company and will be formed solely for the purpose of facilitating the Merger.

Ocean Thermal Energy Corporation

OTE designs Ocean Thermal Energy Conversion (“OTEC”) power plants, and Seawater Air Conditioning (“SWAC”) plants for large commercial properties, utilities and municipalities. These technologies provide practical solutions to mankind’s three oldest and most fundamental needs: clean drinking water, plentiful food, and sustainable, affordable energy without the use of fossil fuels. OTEC is a clean technology that continuously extracts energy from the temperature difference between warm surface ocean water and cold deep seawater. In addition to producing electricity, some of the seawater running through an OTEC plant can be efficiently desalinated using the power generated by the OTEC technology, producing thousands of cubic meters of fresh water every day for the communities served by its plants for use in agriculture and human consumption. This cold deep nutrient-rich water can also be used to cool buildings (SWAC) and for fish farming/ aquaculture. In short, it’s a technology with many benefits, and its versatility makes OTEC unique.

OTE corporate headquarters are located at 800 South Queen Street. Lancaster, Pennsylvania 17603-5818 and its telephone phone number is (717) 299-1344.

Merger Consideration

At the Closing, (i) each share of OTE Stock will be converted into the right to receive one fully-paid and non-assessable newly-issued share of 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. Based on the foregoing, the Company will pay equity consideration in the Merger, subject to certain adjustments, consisting of 109,589,611 shares of New TetriDyn Stock to OTE in exchange for 109,589,611 shares of OTE Stock. The private placement of the New TetriDyn Stock and the OTE Stock will be made in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

Background of the Merger

The following is a summary of the background of the negotiation of the terms of the Merger contemplated by the Merger Agreement.

TetriDyn Solutions has a pre-existing substantive relationship with OTE by virtue of the fact, among other things, (i) that the Chairman and Chief Executive Officer of TetriDyn Solutions, Jeremy P. Feakins, is also the Chairman and Chief Executive Officer of OTE, and (ii) that JPF, which is a stockholder of TetriDyn Solutions and a stockholder of OTE, and is primarily owned by Mr. Feakins, sold and transferred all of its assets, including but not limited to certain idiosyncratic intellectual property and other assets related to the EcoVillage business, to TetriDyn Solutions, as discussed above.

On March 12, 2015, the Company and OTE entered into an Agreement and Plan of Merger (the “2015 Agreement”) contemplating that the Company, through a subsidiary specially formed for the purpose of merging with OTE pursuant to the terms and conditions of the 2015 Agreement, would acquire OTE at that time. However, on December 7, 2015, the Company and OTE entered into an Agreement to Terminate Agreement and Plan of Merger (the “2015 Termination Agreement”), thereby terminating the 2015 Agreement. The Company and OTE entered into the 2015 Termination Agreement because the 2015 Agreement was not able to be completed timely, despite the parties’ best efforts, and the continued uncertainty was interrupting the efforts of the parties to advance their respective businesses at that time.

On March 1, 2017, the Company and OTE executed the Merger Agreement. The Company expects to close the Merger on or around May 9, 2017.

The Company’s Reasons for Engaging in the Transaction

The Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Company and its stockholders and (ii) approved the Merger Agreement and the transactions contemplated thereby.

In evaluating the Merger Agreement and related transactions contemplated by the Merger Agreement, the Board consulted with the Company’s management and advisors and, in approving and reaching its determination that the Merger Agreement and such transactions are in the best interests of the Company and its stockholders, the Board considered the following factors that supported such determination:

The above discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material matters considered. In reaching its determination to approve the Merger Agreement and the transactions contemplated thereby, the Board did not quantify, rank or assign any relative or specific weight to the foregoing factors, and individual members of the Board may have considered various factors differently. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented. Based upon the factors described above, the Company believes that the Merger Agreement provides a fair and reasonable opportunity for our stockholders to participate in OTE’s business and to realize potential appreciation in the value of their common stock following the Merger. In approving the Merger Agreement, the Board did not seek or obtain any fairness opinion in connection with the Merger. The Merger Agreement, and the Merger contemplated thereby, does not require the approval of our stockholders under Nevada law, and we will not seek stockholder approval of the Merger.

OTE’s Reasons for the Merger and Merger Negotiations

OTE’s principal reason for entering into the Merger Agreement was to facilitate raising needed capital to fund its product development activities and other business activities. The management of OTE believes that acquiring our status as a public company also may assist in attracting and retaining additional qualified executive officers and other professional personnel as OTE’s business and operations expand.

Effect of the Merger

Upon closing of the Merger, each share of OTE Stock will be exchanged for one (1) share of New TetriDyn Stock. 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 Solutions will own the remaining 10% of the outstanding capital stock of TetriDyn Solutions. OTE will become our wholly owned subsidiary after the Closing of the Merger. OTE will cease to exist after the Closing of the Merger. After the Closing of the Merger, we will succeed to all of OTE’s business, assets, liabilities and operations. We intend to continue to operate OTE’s business following the Merger substantially as OTE has operated it.

Expenses Attributable to the Merger

We estimate that the aggregate expenses to be incurred in connection with the Merger will be approximately $52,500, consisting of approximately $25,000 in legal fees payable to our counsel and counsel to OTE, approximately $20,000 in accounting fees payable to our accountants and the accountants for OTE, $2,500 for the printing and mailing of this Information Statement and approximately $5,000 of miscellaneous expenses.

The Agreement and Plan of Merger

The full text of the Merger Agreement is attached to this Information Statement as Appendix B.

Restrictions on Sales of Shares by Affiliates

We will issue the shares of our New TetriDyn Stock in the Merger in a private transaction under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. As a result, the shares of our New TetriDyn Stock will constitute “restricted” shares within the meaning of Rule 144 under the Securities Act. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares for at least one year, including persons who may be deemed to be our “affiliates” after the merger, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of our then-outstanding shares or the average weekly trading volume of our shares during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. A person who has not been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares for at least six months (or twelve months, depending on certain factors including the continued timely reporting of our reports with the SEC), would be entitled under Rule 144 to sell such shares without regard to any volume limitations under Rule 144 subject to the Company being current in its filings.

Representations and Warranties

We make customary representations and warranties to OTE in the Merger Agreement regarding such matters as our corporate power and authority, capitalization, business, assets, liabilities and other matters. OTE also makes similar representations and warranties to us in the Merger Agreement.

Closing Conditions

Consummation of the Merger is subject to various closing conditions, including, (i) the receipt of approval from the stockholders of each of OTE and TetriDyn Merger Sub; (ii) the filing and acceptance of the Amendment effectuating the Name Change, Authorized Share Increase and Forward Stock Split; (iii) the absence of any law, injunction, judgment or ruling enjoining or prohibiting the Merger; (iv) the accuracy of the representations and warranties made by the Parties immediately prior to Closing; (v) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement; and (vi) the absence of any material adverse changes to the businesses and operations of any party.

Waiver of Conditions

We or OTE may, in our discretion, waive any condition to our respective obligations under the Merger Agreement and plan of reorganization.

Termination of the Merger Agreement

The Merger Agreement contains customary termination rights for the parties, including (i) by mutual consent of OTE and TetriDyn Solutions; (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.

Other Agreements

Other than as described in this Information Statement, there are no other agreements relating to the Merger Agreement or the Merger contemplated thereby.

Director and Stockholder Approval

The Board approved the Merger Agreement, and the Merger contemplated thereby, on February 28, 2017. No further approvals by our directors or stockholders are required under Nevada law.

Federal Income Tax Consequences of the Merger; Accounting Matters

The following disclosure is based on the Internal Revenue Code of 1986, as amended (the “Code”), laws, regulations, rulings and decisions in effect as of the date of the Merger, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. We did not request or receive a ruling from the Internal Revenue Service with regard to the consequences of the Merger. Nevertheless, it is a condition to the completion of the Merger that we obtain an opinion from counsel that the Merger will qualify as a reorganization under Section 368(a) of the Code. Opinions of counsel are based on, among other things, current law and certain assumptions and representations as to factual matters, which if incorrect in certain material respects would jeopardize the conclusions reached by counsel in its opinion. Furthermore, there can be no assurance that future legislation, regulations, administrative rulings or court decisions would not alter the consequences set forth below.

The Merger is intended to qualify as a reorganization under Section 368(a) of the Code. Assuming the Merger qualifies as such a reorganization, no gain or loss will be recognized by the Company or OTE as a result of the Merger.

As a result of the controlling financial interest of the former stockholders of OTE, for financial statement reporting purposes, the Merger between TetriDyn Solutions and OTE will be treated as a reverse acquisition, with OTE deemed the accounting acquirer and TetriDyn Solutions deemed the accounting acquiree under the acquisition method of accounting in accordance with the Section 805-10-55 of the Fair Accounting Standards Board (“FASB”) Accounting Standards Codification. Accordingly, OTE’s assets, liabilities and results of operations will become the historical financial statements of TetriDyn Solutions. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. For unaudited pro forma financial information that gives effect to the Merger, see “UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION”.

Dissenters’ Rights

Under Nevada law, there are no dissenters’ or appraisal rights available in connection with the Merger.

Legal and Regulatory Requirements

In connection with the Merger, except for the filing of Certificate of Merger with the Secretary of State of the State of Delaware, and the submission of the Proposals for the approval of FINRA pursuant to the exercise of its discretion under FINRA Rule 6490, no federal or state regulatory requirements or approvals are required to be complied with or obtained.

Nevada law governs the steps that the Company, which is a Nevada corporation, is required and/or permitted to take in issuing stock. Under Nevada law, TetriDyn Solutions’ stockholder approval was not required to approve the Merger Agreement and is not be required to consummate the Merger.

The Merger contemplated by the Merger Agreement is conditioned on the approval of the Proposals. On April 12, 2017, we received the approval, via a written consent in lieu of a meeting of stockholders, of the Consenting Stockholders holding a majority of our outstanding Common Stock, representing approximately 58.33% of the outstanding shares of our Common Stock on the Record Date, approving the Proposals.

The New TetriDyn Stock will be issued to the holders of OTE Stock in exchange for their shares of OTE Stock in a private placement of securities exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Company’s reliance on the exemption from the registration requirement afforded by Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder is based on the following:

Interests of Certain Persons in Matters to be Acted Upon

Except in their capacity as stockholders (which interest does not differ from that of the other common stockholders) and JPF’s conversion rights under the Notes and 7.87% ownership interest of OTE, and Peter Wolfson’s conversion rights under the October 2016 Note, none of our officers, directors or any of their respective associates or affiliates has any interest in the Merger.

OTHER CONSIDERATIONS

This section describes other considerations that are important to your understanding of the Merger and the other information in this Information Statement.

Cautionary Statement Concerning Forward-looking Statements

THIS INFORMATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE ACTIONS AND EVENTS, AND ACTUAL ACTIONS AND EVENTS MAY DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS.

This Information Statement contains forward-looking statements regarding, among other things, the planned product development activities relating to OTE’s technologies and our other actions following completion of our Merger with OTE. Such statements are generally accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect” or similar terms.

Although we believe that the assumptions underlying the forward-looking statements in this Information Statement are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there cannot be any assurance that any of the results contemplated in the forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by us, OTE or any other person that the future actions, events or results contemplated by us or OTE will be achieved. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Information Statement or to reflect the occurrence of unanticipated events.

Considerations Relating to the Merger

Our stockholders will experience substantial dilution as a result of the issuance of our shares in the merger.

Immediately after the Merger, 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 Solutions will own the remaining 10% of the outstanding capital stock of TetriDyn Solutions. OTE will become our wholly-owned subsidiary after the Closing of the Merger.

Following the Merger, our stockholders will be subject to the risks inherent in OTE’s business.

The Company will succeed to OTE’s business, operations, assets and liabilities as a result of the Merger, and our stockholders will be subject to the significant risks inherent in a development-stage business. The risks that we believe are the most important are discussed below. The use of we, us, our and similar language in the section below entitled “Considerations Related to OTE’s Business” is used to signify OTE.

Considerations Relating to OTE’s Business

Risks Related to OTE’s Financial Condition

The auditors’ report for the years ended December 31, 2016 and 2015, contains an explanatory paragraph about our ability to continue as a going concern.

The report of our auditors on our consolidated financial statements for the years ended December 31, 2016 and 2015, as well as for prior years, contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern. We had a net loss of $6,108,117; used cash in operations of $2,057,879 for the year ended December 31, 2016, and had an accumulated deficit of $53,111,543 and a working capital deficit of $7,865,177 as of December 31, 2016. This raises substantial doubt about our ability to continue as a going concern. Unless we raise additional capital by December 31, 2017, we will be unable to continue as a going concern. Our ability to continue as a going concern beyond December 31, 2017, is dependent on our ability to raise additional capital through the sale of debt or equity securities or stockholder loans and to implement our business plan during the next 12 months. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding through implementing our strategic plans, broadly based marketing strategy, and sales incentives to expand operations will provide the opportunity for us to continue as a going concern.

We have no current project that will generate revenues in the near future.

None of our several projects is to the development stage at which it will generate revenues in the near future. Our project development cycles are relatively long, extending over several years as we identify a potential project site, complete negotiations with third parties, complete permitting, obtain financing, complete construction, and place a plant into service. We expect to receive a development fee of approximately 3% of the project cost from our projects, payable upon the close of project financing. Operating revenues from projects are expected to be received when the plant has been built and placed into operation. We are currently focusing on developing a U.S. Virgin Island project, but even if we develop it successfully, it will not generate revenues until several years in the future. Until we receive revenues from this or another project, we will be dependent on raising funds from external sources.

We will require substantial amounts of additional capital from external sources.

We do not have any current source of revenues or sufficient cash or other liquid resources to fund our planned activities until we receive development fees from new contracts. Accordingly, as in the past, we will need substantial amounts of capital from external sources to fund day-to-day operations and project development. We have no arrangements or commitment for such capital. We plan to continue our practice of seeking external capital through the sale of debt or equity, although we cannot assure that such efforts will be successful. Any new investments will dilute the interest of the current stockholders. Further, new investors may require preferential financial returns, security, voting rights, or other preferences that will be superior to the rights of the holders of common stock. Alternatively, as project development advances, we may be required to sell all or a portion of our interest in one or more projects, which could reduce our retained financial interest and potential return.

OTE’s Project Development Risks

Our efforts to develop OTEC and SWAC plants are subject to many financial, technical, managerial, and sales risks that may make us unsuccessful.

We incur substantial costs that we may not recover developing a new project that we may not build, operate, or sell. The identification of suitable locations, the investigation of the applicable regulatory and economic framework, the identification of potential purchasers, the completion of preliminary engineering and planning, and the funding of related administrative and support costs ordinarily require several years to complete before we determine to further develop or abandon a project. Each of these steps is fraught with risks and uncertainties, such as:

We cannot assure that we will be able to overcome these risks as we initiate the development of a project. We may incur substantial costs in advancing a project through the early stages, only to conclude eventually that the project is not economically or technically feasible, in which case we may be unable to recover the costs that we have then incurred. When we elect to proceed with a project, we may continue to incur substantial costs and be unable to complete the development, sell the project, or otherwise recover our investment. Even when a project is developed, constructed, and placed in operation, we cannot assure that we will be able to operate at a profit sufficient to recover our total investment.

We are dependent on the performance of counterparties to our agreements .

Our projects are and will be complex, with a number of agreements among several parties that purchase plant outputs; provide financing; complete design, construction, and other services; design and perform regulatory compliance; and fulfill other requirements. The failure of any participant in one of our projects due to its own management, financial, operating, or other deficiencies, all of which may be outside our control, can materially and adversely affect our operations and financial results. In circumstances in which we are not the prime developer of a large-scale project involving many large components in addition to our OTEC, SWAC, or other components, we would have little ability to address problems resulting from performance failures by others or implement project-wide remedial measures. The foregoing is illustrated in our Baha Mar project, which is now on hold because of contract performance and financing disputes by others and may never resume.

Ongoing world economic, currency-exchange, energy-price, and political circumstances adversely affect our project development activities.

Recent and ongoing world events outside of our control or influence adversely affect our development activities. Economic uncertainties have resulted in the unpredictable availability of credit, debt, and equity financing; volatile interest rates; currency exchange-rate fluctuations that add risk to international projects; restrictions on the availability of borrowing; concerns respecting inflation and deflation; economic turmoil resulting from unpredictable political events and tensions in international relations; substantial reductions in hydrocarbon energy prices and the impact of such declines on the cost of energy generally; shifts in the economic feasibility of competitive energy sources; and similar factors. These adverse factors frequently have a particularly intense effect on emerging markets and developing countries, which we believe provide the greatest opportunity for our development of our projects. The possibility that principal energy prices will continue at current or even higher levels, which could reduce the projected cost at which power could be generated by hydrocarbon-fueled power plants and could make our relatively higher cost plants less competitive. These emerging and developing markets are particularly vulnerable to the negative impacts of these adverse circumstances. The economic feasibility of alternative energy, including the process we develop and propose to operate, as compared to hydrocarbon energy is adversely affected as the prices for hydrocarbon fuels decline. Accordingly, possible continuing low hydrocarbon prices may retard the potential increase in the economic feasibility of alternative energy. The decline in crude oil prices from over $100 per barrel several years ago to approximately half that in mid-2016 has adversely affected alternative energy development. Our ability to develop and operate alternative energy plants and our ability to generate revenue will be adversely affected by continuing, relatively soft hydrocarbon energy prices. Further, alternative energy development may be adversely affected by uncertainty in hydrocarbon prices or public expectations that hydrocarbon prices may decline again.

We require substantial amounts of capital for all phases of our proposed activities.

We require substantial amounts of capital to fund efforts to identify, research, preliminarily engineer, permit, and design our projects and negotiate PPAs for them. These costs may not be recovered, because we may not elect to complete the development of the project or because the development and operation of the project are not successful. We will rely on external capital to fund all of our operations, and we cannot assure that such capital will be available. Our efforts to access capital markets will be limited, particularly at the outset, because we have not yet developed and placed into operation our first plant. Accordingly, we expect that we will have to provide the potential for a significant economic return for the initial capital we obtain, which will likely dilute the interests of our existing stockholders. We expect that each project that we are able to fully develop, construct, and place into operation will require several stages and levels of debt and equity financing. For example, we expect that a 17.2-megawatt (MW) OTEC plant may require total capital expenditures of approximately $445 million, consisting of $365 million in project debt financing and $80 million in equity. We cannot assure that we will be able to obtain such financing, and if obtained, such financing may be on terms that we will retain only a minority financial interest in the completed project and its operations. Our inability to obtain required financing for any activity or project could have a material adverse effect on our activities and operations.

We are reliant on our key executives and personnel.

Our business, development, and prospects are highly dependent upon the continued services and performance of our directors and other key personnel, on whom we rely for experience, technical skills, and commercial relationships. We believe that the loss of services of any existing key executives, for any reason, or failure to attract and retain necessary personnel, could have a material adverse impact on our business, development, financial condition, results of operations, and prospects. Although we have entered into employment agreements with our key executives, we may not be able to retain such key executives. We do not maintain key-man life insurance on any of our executive employees.

Regulations and policies governing energy projects, power generation, desalinated water sales, and other aspects of our OTEC and SWAC plants may adversely affect our ability to develop projects, and any changes in the applicable regulatory schemes may adversely affect projects that we are constructing or have constructed and are operating.

In identifying possible plant locations and undertaking preliminary development, an important factor in the overall economic feasibility of a project will be the governing regulatory regime. Such regulation includes the way the local jurisdiction regulates the power, cooling energy, or water output from a plant. Any change in that regulatory scheme after we determine to develop a plant based on existing circumstances could have a material adverse effect on our proposed operations. Generally, we will seek to structure plant output sales agreements as privately negotiated contracts not subject to utility or similar regulation, but we cannot assure that we will be able to do so. Some PPAs that we may seek to enter into may be subject to public utility commission approval, which may not be obtained or may be delayed. In some jurisdictions, the sale of output from a plant may be subject to public service commission or regulation by a similar authority as a public utility, even though we attempt to negotiate a private purchaser agreement for that output. In these circumstances, we may encounter delays in obtaining any required approval, approval may be conditioned on specified prices or other operating conditions, or the existence of the regulatory framework may delay or limit our ability to seek price increases.

The financial model for our proposed projects has not been tested and may not be successful.

We are proposing a financial model for the development of individual projects that includes development financing provided by us, construction financing provided by equity investors in the specific projects, and project debt financing; the payment of a development fee to us at the time of construction; and continuing equity participation by us throughout the plant’s operation. We have not used this model in the financing or completion of any plant, and we cannot assure that the financial model and, therefore, the anticipated financial return to us will be acceptable to those that might provide the requisite external capital. We may need to revise extensively our financing structure for each project, and we cannot assure that any restructured proposal would not substantially reduce our financial return or increase our risk. The financial, investment, and credit community are generally unfamiliar with OTEC and SWAC projects, which will adversely affect our financing efforts. We have no existing relationships with potential sources of debt or equity capital, and any financing sources that we may develop may be inadequate to support the anticipated capital needs of our business. Our efforts to obtain financing may be adversely affected by the fact that our projects will likely be located in developing or emerging markets. Our inability to obtain financing may force us to abandon projects in which we have invested substantial costs, which we may be unable to recover. The process of identifying new sources of debt and equity financing and agreeing on all relevant business and legal terms could be lengthy and could require us to limit the rate at which we can develop projects or reduce our financial return.

We may be exposed to political and legal risks in the developing or emerging markets in which we propose to locate plants.

Many of the emerging and developing markets that may be suitable for a potential OTEC or SWAC plants are located in emerging or developing countries that may have developing and untested regulatory and legal environments for large-scale, international, commercial enterprises. Further, political instability, regime change, or other political factors may increase uncertainty and instability, which in turn may adversely affect our ability to secure necessary regulatory approvals and obtain required project financing, which increases related costs and reduces our financial return. Any changes in applicable laws and regulations, including any governmental incentives, environmental requirements or restrictions, safety requirements, and similar matters, may change, and the risk or likelihood of such a change could adversely affect the availability and cost of financing. Further, in some jurisdictions, applicable legal requirements may not have been fully tested and are still being developed in the face of modern international commercial transactions and environmental requirements, which may lead to changes in interpretation or application that may be adverse to us. Our expectations regarding the size of the potential OTEC and SWAC markets and the number of possible suitable locations may not be accurate.

Our business plan and models are based on our identification of potential suitable locations for OTEC or SWAC plants based on a preliminary evaluation of public information respecting demographic data, current power-generation costs, and local seafloor contours and seawater temperatures, which may be inaccurate. Any material inaccuracy could substantially reduce the total market available to us for plant development.

We may be unable to arrange or complete future construction projects on time, within expected budgets, or without interruption due to materials availability and disruptions in supply, labor, or other factors. If any project reaches the point at which we undertake construction, such construction may be subject to actual prices higher than the amount budgeted, the limited or delayed availability of components or materials, shortages or interruptions of labor or materials, or similar circumstances. In the case we have insufficient budget flexibility to pay increased construction costs, corresponding delays could result to construction completion and the commencement of operations.

Emerging markets are often associated with high growth rates that may not be sustainable and may be accompanied by periods of high inflation. Rising inflation or related government monetary and economic policies in certain project jurisdictions may affect our ability to obtain external financing and reduce our ability to implement our expansion strategy. We can give no assurances that a local government will not implement general or project-specific measures to tighten external financing standards, or that if any such measure is implemented, it will not adversely affect our future operating results and profitability.

We are subject to changing attitudes about environmental risks.

Our projects may face opposition from environmental groups that may oppose our development, construction, or operation of OTEC or SWAC plants. Each project is expected to have different environmental issues, especially as many of our projects are based in different settings having a wide range of environmental standards. We intend to solicit input from environmental organizations and activists early in our design process in relation to our projects in an effort to consider appropriately these organizations’ recommendations in order to mitigate subsequent conflict or opposition, but we cannot assure that such outreach will be effective in all cases, and if it is not, opposition to our projects could increase our cost and adversely affect the results of our operations.

We may be unable to find land suitable for our projects.

Each project site requires land of differing characteristics to permit the cost-effective construction of OTEC or SWAC plants, and suitable land may not always be available. Even if available, such land may be difficult to obtain in a timely or cost-effective manner. For example, we would prefer to place OTEC power systems and facilities as close to the ocean as possible. We hope to mitigate this risk by using land owned by local governments, rather than private individuals or entities, as targeting local governments with favorable energy policies or mandates should reduce land rights risks. Our inability to secure appropriate land at a reasonable cost may render certain of our future projects economically unfeasible.

We have a limited number of suppliers for certain materials, which could increase our costs or delay completion of projects.

In our systems, the two most important components are heat exchangers and deep-water intake pipes. Although there are multiple providers of each of these components, the supply of the best components comes from just a few companies globally. Should these resources become unavailable for any reason or too costly, we would be required to seek alternative suppliers. The products from such suppliers could be of a lower quality or more costly, in any event requiring us to expend additional monies or time to complete our projects as planned. This could result in financial penalties or other costs to us.

There may be greater cost in building OTEC plants that generate over 10 MWs of electricity.

In order to successfully obtain debt financing for OTEC facilities, we must find engineering, procurement, and construction contractors willing to enter into fixed-price contracts at a pricing that is economically viable for us. Based on our preliminary discussions, we believe that engineering, procurement, and construction contractors may be willing to consider fixed-price arrangements for up to 10-MW OTEC facilities, but we have not yet discussed performance risk guarantees for OTEC plants greater than 10 MW. The cost of construction for larger OTEC power systems may vary considerably. Such variances could include increased costs for construction, design, and component procurement. As we gain more experience, we may improve upon efficiencies and accuracy in pricing. Failure to procure engineering, procurement, and construction contractors willing to perform fixed-price contracts on facilities that produce more than 10 MWs may have a material adverse effect on our operations.

Technological advances may render our technologies, products, and services obsolete.

We operate in a fast-moving sector in which new forms of power generation and new energy sources are continuously being researched. New technologies may be able to provide power, coolant, desalinated seawater, or other outputs at a lower cost, including amortization of capital costs, or with less environmental impact. We will remain subject to these risks for the useful life of our projects, which could extend for 20 to 30 years or more. Any such technological improvements could render our projects obsolete.

We may not successfully manage growth.

We intend to continue to develop the projects in our project pipeline and to construct and operate plants as we deem warranted and as we are able to finance. This is an ambitious growth strategy. Our growth and future success will depend on the successful completion of the expansion strategies and the sufficiency of demand for our energy products. The execution of our expansion strategies may also place a strain on our managerial, operational, and financial reserves. Should we fail to effectively implement such expansion strategies or should there be insufficient demand for our products and services, our business operations, financial performance, and prospects would be adversely affected.

OTE’s Project Operation Risks

There will likely be a single or limited number of power purchasers from each plant, so we will be dependent on their economic viability and stability and continued operations.

We expect that any plant that we operate will provide power, cooling, desalinated water, or other products to a few or a limited number of key power purchasers that will use the power for specific commercial enterprises, such as resorts, manufacturing or processing plants, or similar large-scale operations. Accordingly, our ability to sell power and other outputs will be dependent on the economic viability of these purchasers. If one or more key purchasers were to fail, we would be required to obtain alternative purchasers for our power and other outputs, and there may be no or a limited number of such alternative purchasers in the merging and developing markets where we anticipate our plants may be located. Accordingly, a failure of an output purchaser may result in the failure of our power plant project. We do not anticipate that we will be able to obtain insurance to protect us against such a loss on acceptable terms. Further, our project output purchasers may not comply with contractual payment obligations or may otherwise fail to perform their contracts, and they may have greater economic bargaining power and negotiating leverage as we seek to enforce our contractual rights. To the extent that any of our project power purchasers are, or are controlled by, governmental entities, our projects may also be subject to legislative, administrative, or other political action or policies that impair their contractual performance. Any failure of any key power purchasers to meet their contractual obligations for any reason could have a material adverse effect on our business and operations.

Operational problems, natural events or catastrophes, casualty loss, or other events may impair the commercial operation of our projects.

Our ability to meet our delivery obligations under power-generation contracts, as well as our ability to meet economic projections, will depend on our ability to maintain the efficient working order of our plants. Severe weather, natural disasters, accidents, failure of significant equipment components, inability to obtain replacement parts, failure of power transmission facilities, or other catastrophes or occurrences could materially interrupt our activities and consequently reduce our economic return. Since all of our plants will be located on the shore within close proximity to deep ocean or lake water, our plants will be subject to extraordinary natural occurrences, such as wave surges from hurricanes or typhoons, tsunamis, earthquakes, and other events, over which we will have absolutely no control. We cannot assure that we can obtain sufficient insurance to protect us from all risks resulting from such catastrophes. Further, we cannot assure that any design features or operating policies that we may use will mitigate the risks to which our plants may be exposed. Any threatened or actual events could expose us to plant shutdowns, substantial repairs, interruptions of operations, damages to our power purchasers, and similar events that could require us to incur substantial costs and significantly impair our revenues and results of operations.

We may be adversely affected by climate change.

Climate change may result in changes in ocean currents and water temperatures that could have a material adverse effect on our results of operations. These changes may require additional capital costs or impair the efficiency of our operations. Because of the size and cost of major components of our power plants, we typically will not inventory spare components, so that any substantial damage may require that we await the custom manufacture and delivery of such items, which may involve substantial delays. Significant changes may render any plant inefficient and uneconomical.

Our projects will be subject to substantial regulation.

Our projects likely will be significant commercial or industrial enterprises in each of their locations and, as such, will be subject to numerous environmental, health and safety, antidiscrimination, and similar laws and regulations in each of the jurisdictions governing our locations. These laws and regulations will require our projects to obtain and maintain permits and approvals; complete environmental impact assessments or statements prior to construction; and review processes and operations to implement environmental, health and safety, antidiscrimination, and other programs and procedures to control risks associated with our operations.

Our in-water facilities and operations may be deemed to threaten living coral, sea plants and animals, shoreline contours, and similar items. In some circumstances, we may encounter environmental problems that we may unable to overcome, which may force us to relocate our facilities, at considerable additional costs.

If our projects do not comply with applicable laws, regulations, or permit conditions, or if there are endangered or threatened species fatalities on our projects, we may be required to pay penalties or fines or curtail or cease operations of the affected projects. In addition, violations of environmental and other laws, including certain violations of laws protecting wetlands, shorelines and land, and sea plant and animal life, may result in civil fines, criminal sanctions, or injunctions.

Some environmental laws impose liability on current and previous owners and operators of real property for the cost of removal or remediation of hazardous substances, without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substance. In some jurisdictions, private plaintiffs may also bring claims arising from the presence of hazardous substances or their unlawful release or exposure. We will likely be unable to purchase insurance against these risks at all or on acceptable terms.

Environmental health and safety laws, regulations, and permit requirements applicable to any specific project at the time of construction may change or become more stringent during the life of the operation. Any such changes could require that our projects incur substantial additional costs, alter their operations, or limit or curtail their operations in order to comply, which would have a material adverse effect on our operations. We may not be able to pass on any additional costs that we incur to our power purchasers, particularly in those cases in which we sell power pursuant to a long-term, fixed-price agreement. The OTEC and SWAC industry may be subject to increased regulatory oversight.

As the OTEC and SWAC industries develop, new regulatory schemes may be adopted by one or more jurisdictions in which we develop or operate plants in order to address actual or perceived threats or problems. In addition to more stringent environmental, safety, and other regulations that may be applicable to us generally under the current regulatory scheme, whole new areas of regulation may be adopted, which could have a material adverse effect on our results of operations. New regulations may specifically regulate, for example, the price at which power that is generated from different seawater temperatures may be sold, even to private purchasers. We may have plants in various locations subject to different governing jurisdictions, so the complexity of this developing and expanding regulatory pattern may be particularly cumbersome and expensive.

Insurance to cover anticipated risks may become more expensive.

There are no known commercial OTEC and SWAC plants in operation, so the nature and cost of insurance is difficult to predict. Insurance costs may substantially exceed the costs forecast during the planning process or budgeted during actual operations. We cannot assure that adequate insurance coverage will be available to protect us against all risks or that any related costs will be economical. Accordingly, if we are unable or cannot afford to purchase insurance against specific risks, our projects may be fully exposed to those risks, which also could have a material adverse effect on the viability of any affected plant.

Risks of OTE’s International Operations

Certain risks of loss arise from our need to conduct transactions in foreign currencies.

Our business activities outside the United States and its territories may be conducted in foreign currencies. In the future, our capital costs and financial results may be affected by fluctuations in exchange rates between the applicable currency and the dollar. Other currencies used by us may not be convertible at satisfactory rates. In addition, the official conversion rates between a particular foreign currency and the U.S. dollar may not accurately reflect the relative value of goods and services available or required in other countries. Further, inflation may lead to the devaluation of such other currencies.

Foreign governmental entities may have the authority to alter the terms of our rights or agreements if we do not comply with the terms and obligations indicated in such agreements.

Pursuant to the laws in some jurisdictions in which we may develop or operate plants, foreign governmental entities may have the authority to alter the terms of our contractual or financial rights or override the terms of privately negotiated agreements. In extreme circumstances, some foreign governments have taken the extreme step of confiscating private property on the assertion that such action is necessary in the public interest of such country. If this were to occur, we may not be compensated fairly or at all. We cannot assure that we have complied, and will comply, with all the terms and obligations imposed on us under all foreign laws to which one or more of our operations and assets may be subject.

Our operations will require our compliance with the Foreign Corrupt Practices Act.

We must conduct our activities in or related to foreign companies in compliance with the U.S. Foreign Corrupt Practices Act, or FCPA, and similar anti-bribery laws that generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Enforcement officials interpret the FCPA’s prohibition on improper payments to government officials to apply to officials of state-owned enterprises, including state-owned enterprises with which we may develop or operate projects or to which we may sell plant outputs. While our employees and agents are required to acknowledge and comply with these laws, we cannot assure that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. The occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial condition, reputation, and results of operations.

Our competitors may not be subject to laws similar to the FCPA, which may give them an advantage in negotiating with underdeveloped countries and the government agencies.

Our competitors outside the United States may not be subject to anti-bribery or corruption laws as encompassing or stringent as the U.S. laws to which we are subject, which may place us at a competitive disadvantage.

We may encounter difficulties repatriating income from foreign jurisdictions.

As we develop and place plants into operation, we intend to enter into only revenue-generating agreements in which we are paid in U.S. dollars directly to our U.S. banks or through countries in which repatriation of the funds to our U.S. accounts is unrestricted. However, situations could arise in which we agree to accept payment in foreign jurisdictions and for which restrictions make it difficult or costly to transfer these funds to our U.S. accounts. In this event, we could incur costs and expenses from our U.S. assets for which we cannot recover income directly. This could require us to obtain additional working capital from other sources, which may not be readily available, resulting in increased costs and decreased profits, if any.

Risks Related to OTE’s Common Stock

The auditors’ report for the fiscal years ended December 31, 2016 and 2015, contains an explanatory paragraph about our ability to continue as a going concern.

The report of our auditors on our consolidated financial statements for the years ended December 31, 2016 and 2015, as well as for prior years, contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern.

Risks Relating to the Merger

Revenues generated by the acquired business may be less than anticipated, resulting in losses or a decline in profits, as well as potential impairment charges. We may fail to uncover all liabilities of acquisition targets through the due diligence process prior to an acquisition, exposing us to potentially large, unanticipated costs. Special non-recurring and integration costs associated with acquisitions could adversely affect our operating results in the periods following these acquisitions.

In connection with the Merger, we will incur costs of integrating the personnel and facilities of an acquired business with those of our existing operations, may adversely affect our operating results during the initial financial periods following an acquisition. In addition, the integration of newly acquired companies may lead to diversion of management attention from other ongoing business concerns.

Our facilities, personnel and financial and management systems may not be adequate to effectively manage the future expansion we believe necessary to increase our revenues and remain competitive.

We anticipate that future expansion will be necessary in order to increase our revenues. In order to effectively manage our expansion, we may need to attract and hire additional manufacturing, sales, administrative, operations and management personnel. We cannot assure you that our facilities, personnel and financial and management systems and controls will be adequate to support the expansion of our operations, and provide adequate levels of service to our customers. If we fail to effectively manage our growth, our business could be harmed.

Considerations Related to TetriDyn’s Common Stock

There is no assurance that there will be a liquid public market for our stock.

Although we expect our common stock to continue to be eligible for quotation on the OTC Link ATS, there may not be an active trading market in such stock. In addition, there can be no assurance that a regular and established market will be developed and maintained. There can also be no assurance as to the level of liquidity of any market for our common stock or the prices at which our stockholders may be able to sell their shares.

Our stock may be subject to certain risks associated with low-priced stocks.

Following the Merger, our common stock is expected to continue to trade on the OTC Link ATS. Our Company is a development-stage company with no present revenues, so the trading price of our common stock may fall and/or remain below $5.00. So long as our common stock trades below $5.00 per share, the stock will be treated as a “penny stock.” Broker-dealers who sell penny stocks to their established customers must deliver a disclosure schedule explaining the penny stock market and the risks associated with investing in penny stocks prior to any transaction. Additional restrictions apply to broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided by the broker-dealer to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers may be discouraged from dealing with our common stock if they have to bear these additional burdens, which could severely limit the market liquidity of the common stock and the ability of our stockholders to sell their shares.

Our stock price is likely to be volatile.

The market prices for our common stock will be influenced by many factors and will be subject to significant fluctuations in response to variations in our operating results and other factors such as investor perceptions of the prospects for our products, supply and demand, interest rates, general economic conditions and those specific to the industry, developments with regard to our activities, our future financial condition and changes in our management.

There will be a substantial number of shares eligible for future sale following the merger.

We will issue a maximum of approximately 109,589,611 shares of our common stock in the Merger, all of which will constitute “restricted shares” within the meaning of Rule 144 under the Securities Act. Subject to the conditions of Rule 144, all of these shares will become eligible for resale under Rule 144 commencing on the six-month anniversary of the closing of the Merger; provided, however, that upon the occurrence of certain events set forth in Rule 144 the “holding period” under Rule 144 may extend to twelve months. The sale, or availability for sale, for the foregoing shares could adversely affect the market price of our common stock or impair our ability to raise capital through future sales of our common stock.

INFORMATION REGARDING OCEAN THERMAL ENERGY CORPORATION

General

Pursuant to the terms and conditions of the Merger Agreement, OTE has agreed to a Merger with TetriDyn Solutions. Upon completion of the Merger, OTE will become a wholly-owned subsidiary of TetriDyn Solutions and TetriDyn Solutions will succeed to OTE’s business, assets and liabilities.

TetriDyn Solutions intends to continue to operate OTE’s business following the Merger substantially as it has been operated by OTE, although the Company reserves the right to evaluate OTE’s post-Merger business operations and to make or engage in whatever changes that its Board of Directors and management determine are appropriate.

Certain information is specifically incorporated by reference into this Information Statement from the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2016 as filed with the SEC on April 4, 2017. This report contains important business and financial information about us, and you are urged to read it in conjunction with this Information Statement. To learn how to obtain other information regarding the Company, see “AVAILABILITY OF ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE” below.

There are no recent material developments at TetriDyn Solutions that are not described in its Annual Report on Form 10-K, as amended, except as it pertains to the Merger.

OTE’s Corporate History

OCEES International Inc. (“OCEES”) was formed under the laws of Hawaii on January 21, 1998. Ocean Thermal Energy Corporation (“OTE Delaware”) was a Delaware corporation formed on October 18, 2010. In 2011, OCEES and OTE Delaware entered into a share exchange agreement. The transaction was treated as a merger of entities under common control as 100% of the stockholders of OCEES exchanged their shares for 100% of the outstanding shares of OTE Delaware.

OTE Delaware used its proprietary technology to develop, build, own, and operate renewable energy systems, primarily in the Eastern and Western Caribbean Islands.

On December 17, 2013, Broadband Network Affiliates, Inc. (“BBNA”), a Nevada Corporation, changed its state domicile and became a Delaware Corporation. On December 23, 2013, BBNA entered into a merger agreement with OTE Delaware, which was effective December 31, 2013. Upon completion of the merger, BBNA changed its name to Ocean Thermal Energy Corporation (“OTE”) and the former OTE Delaware ceased to exist. The transaction was treated as a reverse merger and recapitalization by OTE Delaware. For purposes of this report, “we,” “us,” and “our” refers to OTE, the surviving entity, after taking into effect the merger transaction, and its subsidiaries.

Business of OTE

OTE develops projects for renewable power generation, desalinated water production, and air conditioning using proprietary intellectual property designed and developed by its own experienced oceanographers, engineers, and marine scientists. Plants using its technologies are designed to extract energy from the temperature difference between warm surface ocean water and cold deep seawater at a depth of approximately 3,000 feet. We believe these technologies provide practical solutions to mankind’s fundamental needs for sustainable, affordable energy; desalinated water for domestic, agricultural, and aquaculture uses; and cooling, all without the use of fossil fuels.

Both OTEC and SWAC systems can be engineered to produce desalinated water for potable, agricultural, and fish farming/aquaculture.

Many applications of technologies based on ocean temperature differences between surface and deep seawater have been developed at the Natural Energy Laboratory of Hawaii Authority, or NELHA, test facility (http://nelha.hawaii.gov), including applications for desalinated seawater, fish-farming, and agriculture. We believe our proprietary advances to existing technologies developed by others in the industry enhance their commercialization for the plants we proposed to develop.

OTE has recruited a scientific and engineering team that includes oceanographers, engineers, and marine scientists who have worked for a variety of organizations since the 1970s on several systems based on extracting the energy from the temperature differences between surface and deep seawater, including projects by NELHA, the Argonne National Laboratory (http://www.anl.gov), and others. Note: All URL addresses in this Information Statement are inactive textual references only. OTE’s executive team members have complementary experience in leading engineering and technical companies and projects from start-up to commercialization.

OTE’s Vision

OTE’s vision is to bring these technologies to tropical and subtropical regions of the world where about 3 billion people live. Our market includes 68 countries, 29 territories with suitable sea depth, shore configuration, and market need, OTE plans to be the first company in the world to design and build a commercial scale OTEC plant and, to that end, has several projects in the planning stages. Our initial markets and potential projects include several U.S. Department of Defense bases situated in the Asia Pacific and other regions where energy independence is crucial. Currently, we have projects in various planning and development stages in the Caribbean, the South Pacific, Asia, Zanzibar, Guam and other island locations.

OTE’s Technology

OTEC is a self-sustaining energy source, with no supplemental power required to generate continuous (24/7) electricity. It works by converting heat from the sun, which has warmed ocean surface water, into electric power, and then completing the process by cooling the plant with cold water from deep in the ocean. The cold water can also be used for very efficient air conditioning and desalinated to produce fresh water. OTEC has worked in test settings where there exists a natural temperature gradient of 20 degrees Celsius or greater in the ocean. We believe OTEC can deliver sustainable electricity in tropical and subtropical regions of the world at rates approximately 20-40% lower than typical costs for electricity produced by fossil fuels in those markets.

Further, we believe that a small, commercial OTEC plant could offer competitive returns even in a market where the cost of electricity is as low as $0.30 per kilowatt-hour, or kWh. For example, the Inter-American Development Bank, an international bank providing development financing in Latin America and the Caribbean, reports that energy prices for hydrocarbon-generated power during 2010-2012 for 15 Caribbean countries averaged $0.33 per kWh, with a high of $0.43 per kWh in Antigua and Barbados. For the U.S. Virgin Islands, Water and Power Authority of the Virgin Islands reported that as of February 1, 2017 the average price for electricity for commercial customers was nearly $0.40 per kWh. We believe that we have an opportunity to offer base-load energy (the amount of energy required to meet minimum requirements) pricing that is better than our customer’s next best alternative in the markets where electricity costs are $0.30 or more per kWh.

Technology advancements have significantly brought the capital costs of OTEC down to make it competitive compared to traditional energy sources in the OTEC markets. Technology improvements including larger diameter seawater pipes manufactured with improved materials, increased pumping capabilities from OTEC depths, better understanding of material requirements in deep ocean environment, more experience in deep water pipeline and cable installation techniques, and more accurate sea bottom mapping technology which is required for platform positioning and pipe installation. The cold water pipes at a demonstration site in Hawaii (picture below) have been in continuous operation for more than 20 years and the technology has improved significantly since the Hawaiian installation.

OTE estimates that a small OTEC plant that delivers 13 million watts (megawatts or MW) per hour for 30 years would currently cost approximately $350 million. This is the plant size that we typically propose for our initial target markets to meet 20% or more of their current demand for electricity and a large portion of their need for fresh drinking water and agricultural water. OTEC has been proven in test settings at NELHA, where a Department of Energy-sponsored OTEC plant operated successfully throughout the 1990s to produce continuous, affordable electricity from the sea without the use of fossil fuels. Spin-off technologies of desalination and seawater cooling, developed from the OTEC plant at NELHA, have also become economically and technical feasible.

Finally, OTE believes the decreasing supply and increasing cost of fossil-fuel-based energy has intensified the search for renewable alternatives. We further believe that renewable energy sources, although traditionally more expensive than comparable fossil-fuel plants, have many advantages, including increased national energy security, decreased carbon emissions, and compliance with renewable energy mandates and air quality regulations. We believe these market forces will continue and potentially increase. In remote islands where shipping costs and limited economies of scale substantially increase fossil-fuel-based energy, renewable energy sources may be attractive. Many islands contain strategic military bases with high-energy demands that we believe would greatly benefit from a less expensive, reliable source of energy that is produced locally, such as OTEC.

SWAC is a process that uses cold water from locations such as the ocean or deep lakes to provide the cooling capacity to replace traditional electrical chillers in an air conditioning system. SWAC applications can reduce the energy consumption of a traditional air-conditioning system by as much as 90%. Even when the capital cost amortization of building a typically sized SWAC system providing 9,800 tons of cooling ($140-$150 million) are taken into account, SWAC can save the customer approximately 25-40% when compared to conventional systems—we estimate savings can be as high as 50% in locations where air temperatures and electricity costs are high. Cooling systems using seawater or groundwater for large commercial structures are in use at numerous locations developed and operated by others worldwide, including Heathrow Airport, UK; Finland (Google Data Center); Cornell University, NY; Stockholm, Sweden; and the City of Toronto, Canada.

Cooling systems using seawater or groundwater for large commercial structures are in use at numerous locations developed and operated by others worldwide, including Heathrow Airport, UK; Finland (Google Data Center); Cornell University, NY; Stockholm, Sweden; and the City of Toronto, Canada.

How OTE’s Technology Works

OTEC uses the natural temperature difference between cooler deep ocean water at a depth of approximately 3,000 feet and warmer shallow or surface water to create energy. An OTEC plant project involves installing about 6.0 feet diameter, deep-ocean intake pipes (which can readily be purchased), together with surface water pipes, to bring seawater onshore. OTEC uses a heat pump cycle to generate power. In this application, an array of heat exchangers transfer the energy from the warm ocean surface water as an energy source to vaporize a liquid in a closed loop, driving a turbine, which in turn drives a generator to produce electricity. The cold deep ocean water provides the required temperature to condense vapor back into a liquid, thus completing the thermodynamic cycle, which is constantly and continuously repeated. The working fluid is typically ammonia, as it has a low boiling point. Its high hydrogen density makes ammonia a very promising green energy storage and distribution media. Among practical fuels, ammonia has the highest hydrogen density, including hydrogen itself, in either its low temperature, or cryogenic, and compressed forms. Moreover, since the ammonia molecule is free of carbon atoms (unlike many other practical fuels), combustion of ammonia does not result in any carbon dioxide emissions. The fact that ammonia is already a widely produced and used commodity with well-established distribution and handling procedures allows for its use as an alternative fuel. This same general principle is used in steam turbines, internal combustion engines, and, in reverse, refrigerators. Rather than using heat energy from the burning of fossil fuels, OTEC power draws on temperature differences of the ocean caused by the sun’s warming of the ocean’s surface, providing an unlimited and free source of energy.

OTEC and SWAC infrastructure offers a modular design that facilitates adding components to satisfy customer requirements and access to a sufficient supply of cold water. These components include reverse-osmosis desalination plants to produce drinkable water, bottling plants to commercialize the drinkable water, and off-take solutions for aquaculture uses (such as fish farms), which benefit from the enhanced nutrient content of deep ocean water. A further advantage of a modular design is that, depending on the patterns of electricity demand and output of the OTEC plant, a desalination plant can be run using the excess electricity capacity.

Currently, OTEC requires a minimum temperature difference of approximately 20 degrees Celsius to operate, with each degree greater than this increasing output by approximately 10% to 15%. OTEC has potential applications in tropical and subtropical zones. OTEC is particularly well suited for tropical islands and coastal areas with proximate access to both deep water and warm surface water. These communities are typically subject to high and fluctuating energy costs ranging from $0.28-$0.75 per kWh, as they rely on importing fossil fuels for power generation. Data from the National Renewable Energy Laboratory of the U.S. Department of Energy website indicated that at least 68 countries and 29 territories around the globe appear to meet these criteria.

The world’s largest OTEC power plant to date is operational at the NELHA facility in Hawaii and is connected to the electrical grid. It provides base-load electricity produced by OTEC to about 150 homes. Around the world, a couple of other successful developmental and experimental plants have been built, and the U.S. National Oceanic and Atmospheric Administration, or NOAA, has stated that: “The qualitative analysis of the technical readiness of OTEC by experts at this workshop suggest that a <10 MWe floating, closed-cycle OTEC facility is technically feasible using current design, manufacturing, deployment techniques and materials.” We believe that we have sufficient skill and knowledge to now commercialize 5-MW to 30-MW land-based OTEC plants, using off-the-shelf components, including the cold-water piping.

SWAC (or LWAC) is a significantly more cost-effective and environmentally friendly way to implement air-conditioning using cold water sourced from lakes or, analogous with OTEC, deep ocean water, rather than from an electric chiller. Comparing Federal Energy Management Program engineering efficiency requirements of approximately 0.94 kilowatts of electricity per ton of cooling capacity with OTE’s own engineering estimates of 0.09 kilowatts of electricity per ton of cooling capacity, as calculated by DCO Energy, OTE’s engineering, procurement, and construction partner, OTE estimates that SWAC systems can reduce electricity consumption by up to 80-90% when compared to conventional systems. Therefore, OTE believes such energy reductions may make SWAC systems well-suited for large structures, such as office complexes, medical centers, resorts, data centers, airports, and shopping malls. OTE believes that other SWAC plants we may develop will likely achieve similar efficiencies. There are examples of proven successful SWAC/LWAC systems in use, including a large 79,000-ton system used to cool buildings in the downtown area of the City of Toronto, Canada; Google’s data center in Finland operates a SWAC system that uses waters from the Baltic Sea to keep servers cool; and a system with more than 18,000 tons of cooling is in operation at Cornell University, Ithaca, New York.

OTEC Versus Other Energy Sources

The construction costs of power plants using any technology are much higher in remote locations, such as tropical islands, than on the mainland of the United States, principally due to the need to transport materials, components, and other construction materials, supplies, and labor not available locally. There are also considerations that make those other technologies less attractive in those areas. We believe the consistency of OTEC over its life provides clear advantages over other generation technology in the tropical and subtropical markets, because its base-load power (available at all times and not subject to fluctuations throughout the day) is an important asset to the small transmission grid, which is typical in these regions.

Combined-cycle natural gas plants typically need to be capable of generating several hundred MWs to attain the lower cost per kW installed values to make the plant economically feasible. Tropical locations do not have large enough grids and market demand to make that plant size reasonable. Further, tropical locations frequently do not have domestic fuel supplies, requiring fuel to be imported. In order to import natural gas, it must be liquefied for shipment and then vaporized at the location. There are initial cost and public safety concerns with such facilities. In addition, gas-fired plants emit undesirable nitrogen oxide, carbon dioxide, and volatile organic compounds.

Solar applications continue to increase as the cost and effectiveness of photovoltaic panels improve. However, we estimate that the cost to install solar panels in tropical regions remains high. Beyond the issues with shipping and labor costs that all construction must overcome, the design and building code requirements are tougher in storm-prone areas subject to potential wind damage from hurricanes, earthquakes, and typhoons than are typically encountered in mainland non-tropical installations. Support structures must be more substantial in order to hold the solar panels in place in case of hurricane-force winds. Solar power, like wind power, places substantial stress on an electrical grid. Since the input of both of these sources is subject to weather conditions, they cannot be considered a reliable supply of power, and back-up capacity is necessary. Further, instantaneous changes in output due to sporadic cloud cover create transient power flow to the grid, creating difficulties in maintaining proper voltages and stability. OTEC is a stabilizing source to the grid, providing constant and predictable power, and has no emissions. The ability of OTEC to provide constant, continuous power is a large benefit as compared to any of the other renewable options available.

Our estimated price of OTEC-generated power of approximately $0.30 per kWh under current economic conditions, which can be as low as $0.18 net per kWh with maximum efficiency and revenue from water production, is also constant both throughout the year and over a plant’s life. OTEC’s power price, determined almost entirely by the amortization of its initial cost, is a protection against inflation and rising interest rates, which greatly affect coal and oil. Customers in OTE’s target markets currently pay from $0.35 to as high as $0.60 per kWh for power from coal and oil-fueled power plants. However, imported fuels are subject to price volatility that has a direct impact on the cost of electricity and adds operating risk during the life of a plant. The fuel handling to allow for the shipping, storage, and local transport is expensive, a potential source of damaging fuel spills, and a basis for environmental concerns. Fossil-fuel plants create pollution, emit carbon dioxide, and are visually unappealing, which is of particular concern in tropical areas renowned for their clear, pristine air and beauty. We project OTEC can save these markets up to 40%, compared to their current electrical costs, and when revenues from fresh drinking water, aquaculture, and agriculture production are considered, the justification is even more compelling.

Overview of the Market and the Feasibility of OTEC in Current Market Conditions

OTE believes that OTEC is now an economically, technologically, and environmentally competitive power source, especially for developing or emerging countries in certain tropical and subtropical regions contiguous to oceans. OTE’s natural target markets are communities in countries around the Caribbean, Asia, and the Pacific. These locations are typically characterized by limited infrastructure, high-energy costs, mostly imported or expensively generated electricity, and frequently with significant fresh water and food shortages. These are serious limitations on economic development, which OTE believes its OTEC technology can address.

Data presented to the Sustainable Use of Oceans in the Context of the Green Economy and the Eradication of Poverty workshop in Monaco in 2011 by Whitney Blanchard of the Office of Ocean and Coastal Resource Management, National Oceanic and Atmospheric Administration, show that at least 98 nations and territories using an estimated 5 terawatts of potential OTEC net power are candidates for OTEC-power systems. Blanchard specifically notes that Hawaii, Guam, Florida, Puerto Rico, and the U.S. Virgin Islands are suitable for OTEC.

Over the past decade, there have been substantial changes that we believe have now made the commercialization of OTEC economically, technologically, and environmentally feasible. First and foremost is the price of oil, which until early 2014 traded at prices ranging from approximately $75 to $120 per barrel, since dropping to $50 per barrel or lower. At February 21, 2017, oil traded at approximately $56.67 per barrel, as quoted at Brent, the leading global price benchmark for Atlantic basin crude oils. Even with current relatively low oil prices, developers of oil-fired power plants must model the economic performance of their plants over a useful life of 20 or more years, so they remain vulnerable to future oil price increases. The U.S. Energy Information Administration predicts increasing oil prices as a result of a combination of higher demand for liquid fuels and lower global crude oil supply in nations not included in Organisation for Economic Co-operation and Development. The U.S. Energy Information Administration predicts Brent crude oil prices will rise to between $76 and $252 per barrel (2013 dollars) in 2040 depending on demand and supply. It is generally accepted within the OTEC community that OTEC approaches competitive pricing when oil exceeds $40 per barrel. With OTEC power, customers can decouple the price of electricity from the price of oil.

The International Energy Agency’s 2015 World Energy Outlook expects liquid natural gas export capacity to grow rapidly in the short term, with major new sources of supply coming mostly from Australia and the United States.

Liquid natural gas prices have collapsed, in part because demand is turning out weaker than some previously anticipated. Additionally, many rules and regulations are in effect to mitigate the environmental issues associated with liquid natural gas extraction, transportation, and storage, adding significant costs.

According to the U.S. Environmental Protection Agency, the electric power sector accounted for 30% of total greenhouse gas emissions by the United States in 2014. Greenhouse gas emissions from electricity have increased by about 12% since 1990 as electricity demand has grown and fossil fuels have remained the dominant source for generations.

Fossil-fuel-fired power plants are a significant source of domestic carbon dioxide emissions, the primary cause of global warming. To generate electricity, fossil-fuel-fired power plants use natural gas, petroleum, coal, or any form of solid, liquid, or gaseous fuel derived from such materials.

The United States, along with many other countries including the United Kingdom and The Netherlands, have agreed or proposed either to shut down or to substantially reduce all of their coal-burning power plants over the next few years.

Scientific American, a respected U.S. scientific journal, recently reported that scientists have determined that both money and lives would be saved if rising fossil-fuel and biofuel emissions that are warming the planet are stopped and power generation is switched to an entirely renewable energy system.

Many countries today, including the United States, are concerned with environmental issues caused by fossil-fuel generated power. At the Sustainable Innovation Forum, a business-focused event held in Paris, France, in late 2015, cross-sector participants from business, government, finance, the United Nations, non-governmental organizations, and civil society met to create opportunities to bolster business innovation and bring scale to the emerging green economy.

The international concern about the harmful effects of climate change led to the negotiation of the Paris Agreement in December 2015 as the culmination of the 2015 United Nations Climate Change Conference. On October 5, 2016, the threshold for entry into force of the Paris Agreement was achieved, when it was ratified by at least 55 countries that together represent 55% of the global greenhouse emissions. The agreement entered into force 30 days later on November 4, 2016. The agreement provides for members to reduce their carbon output as soon as possible and to do their best to keep global warming to no more than two degrees Celsius, or 3.6 degrees Fahrenheit. In order to achieve the desired results, there would have to be a worldwide reduction in emissions from fossil fuels and a shift to renewable resources.

We believe the ongoing concern about environmental issues and the price instability of fossil-fuel prices are motivation for increased commercial interest in OTEC, renewed activity in the commercial sector, and increased interest among communities and agencies that recognize the potential benefits of this technology, including the U.S. Department of Defense and U.S. Department of the Interior territories. In the last four years, several large companies have used their OTEC technology experience to introduce OTEC systems worldwide, supporting the argument that the technology is now at the point where it can be introduced at a commercial level:

Global acceptance of man’s influence on climate change may also contribute to a shift in the demand for OTEC. As evidenced by the Paris Agreement reached in December 2015 to combat climate change, 195 nations have expressly recognized that conventional fossil-fuel powered energy technologies affect global climate change and the need to embrace a sustainable future in energy and water. Low-lying coastal countries (sometimes referred to as small island developing states) that tend to share similar sustainable development challenges, including small but growing populations, limited resources, remoteness, susceptibility to natural disasters, vulnerability to external shocks, excessive dependence on international trade, and fragile environments, have embraced this recognition and are keenly aware that they are on the frontline of early impact of sea level rise and are aggressively trying to embrace sustainable-energy alternatives. This is a major driving force for OTEC in primary early markets.

Recent international political instability in fossil-fuel-producing regions and oil price volatility have exposed the criticality of energy security and independence for all countries. The need to have a tighter control of domestic energy requirements is a matter of increasing international concern. Continued reliance on other countries (particularly those in oil-producing regions) is not a favorable option any longer. We believe these considerations will continue to drive renewable research and commercialization efforts that benefit technologies with global potential to replace fossil-fuel-based energy systems and benefit from base-load capabilities like OTEC.

OTE’s current management team has led the development of the business since 2010 and has established a pipeline of potential projects which include one signed 20-year energy services agreement (‘‘ESA’’), one General Terms Agreement (“GTA”) and six signed memoranda of understanding (‘‘MoU’’). The projects under the ESA, GTA, and MoUs are to design, build, own and operate OTEC, SWAC, or a combination of both plants in The United States Virgin Islands, Bahamas, Cayman Islands and East Africa. The Public Services Commission (“PSC”) of the US Virgin Islands has approved OTE’s application to be a ‘Qualified Facility’ and build a 15MW OTEC plant on the island of St. Croix. In addition to the OTEC plant, OTE is negotiating two more contracts to supply potable water to the USVI Government.

OTE is also discussing OTEC and SWAC plants with the US Department of Defense (“DoD”) and the US Department of Agriculture (“USDA”). Currently, two projects are in the planning and discussion phase:

OTE has provided a detailed study and designs to the US Office of Naval Research for the Diego Garcia project, and a Feasibility Study has been presented to the USDA for a combined OTEC/SWAC plant for Guam.

Having successfully developed this pipeline of opportunities, the Company believes that it is now appropriate to seek additional funding to further progress and build up its engineering and technical teams, further develop its IP, file patents for several OTEC technical systems, and advance its pipeline of current opportunities to support its growth strategy.

OTE’s Competition

OTE competes in the development, construction, and operation of OTEC and SWAC plants with other operators that develop similar facilities powered by other energy sources, primarily oil, natural gas, nuclear energy, and solar power. These traditional energy sources have well-established infrastructures for production, delivery, and supply, with well-known commercial terms. In developing its OTEC and SWAC plants, OTE will need to satisfy its customers that these technologies are sound and economical, which may be a challenge until and unless it has an established successful operating history. The energy industry is dominated by an array of companies of all sizes that have proven technologies and well-established fuel sources from a number of suppliers.

OTE expects that it will encounter increasing competition for OTEC and SWAC plants. Other firms with greater financial and technical resources are focusing commercialization of these technologies. This includes, for example, Akuo Energy and DCNS, which were funded to construct and install a number of OTEC plants adding up to 16 MWs of power generation outside the coastline of Martinique in the Caribbean, and Lockheed Martin, which has recently designed a 10-MW OTEC plant and has partnered with China-based Reignwood Group, which intends to build the plant in Hainan, China.

OTE’s competitors may benefit from collaborative relationships with countries, including a large number of Caribbean nations that now have renewable energy standards, and are looking at ways to reduce their carbon footprint, decouple the price of electricity from the volatile price of oil, and increase energy security. Other competitors may have advantageous relationships with authorities such as Hawaii, U.S. territories, and the U.S. Department of Defense, which are looking at OTEC as a possible source of renewable energy and water for drinking, fish farming, and agriculture.

OTE cannot assure that it will be able to compete effectively as this industry grows and becomes more established and as OTEC and SWAC plants become more accepted as viable and economic energy solutions.

OTE believes competition in this industry is and will be based on technical soundness and viability, the economics of plant outputs as compared to other energy sources, developmental reputation and expertise, financial capability, and ability to develop relationships with potential customers. All of these factors are outside its control.

OTE’s Operational Strategy and Economic Models

OTE has developed economic models of costs and potential revenue structures that it will seek to implement as it develops OTEC and SWAC projects.

OTEC Projects

The estimated construction costs for a 20-MW plant are approximately $445 million. The hard costs of approximately $301 million consist of the power system and platform construction and piping, which make up 68% of the total. The remaining 32% consists of other construction costs and the deployment of the cold water pipe. The soft costs of approximately $58 million consist of design, permits and licensing, environmental impact assessment, bathymetry, contractor fees, and insurance.

Once operational, the capacity factor, which is the projected percent of time that a power system will be fully operational, considering maintenance, inspections, and estimated unforeseen events, is expected to be 95% annually. This factor is used in OTE’s financial calculations, which means the plant will not be generating revenue for 5% of the year. Most fossil-fuel plants have capacity factors around 90%, as a result of the major maintenance for high-temperature boilers, fossil-fuel feed in systems, safety inspections, cleaning, etc. The normal maintenance cycle for the pumps, turbine, and generators used in the OTEC plant is typically every five years. This includes the cleaning of the heat exchangers and installation of new seals.

OTE anticipates that project returns will be comprised of two components: First, as the project developer, OTE will seek a lump-sum payment as a development fee at the time of closing the project financing for each project. These payments will be allocated toward reimbursement of development costs and perhaps a financial return at the early stage of each project. The development fee will vary, but initially OTE will seek a fee of approximately 3% of the project cost, payable upon closing project financing. Second, OTE will retain a percentage of equity in the project, with a goal to retain a minimum of 51% of the equity in any OTEC project in order to participate in operating revenues.

OTE will seek to generate revenue from OTEC plants from contract pricing charged on an energy-only price per kWh or on the basis of a generating capacity payment priced per kW per month and an energy usage price per kWh. In addition to revenue from power generation, in many of the countries of the world where OTE intends to build OTEC and SWAC plants, water is in short supply. In some locations, water is considered the more important commodity. Depending on the part of the world in which the plant is built, supplying water for drinking, fish farming, and agriculture would significantly increase plant revenue.

OTE cannot assure that it can maintain the revenue points noted above, that any fees received will offset development costs incurred to date, or that any operating plant will generate revenue.

SWAC Projects

The estimated construction costs are approximately $150 million. The hard costs of approximately $91 million consist of piping and installation, which make up 60% of the total. The remaining 40% consists of the pump house, central utility plant (CUP), mechanical and engineering equipment, design, and other contingency costs. The soft costs of approximately $30 million consist of the CUP license, permits, environmental impact assessment, bathymetry, and insurance.

Under OTE’s economic model, it will seek to generate revenue at two stages of the project. First, as the project developer, OTE will seek a lump-sum payment of a development fee equal to approximately 3% of the project cost at the time of closing the project financing for each project. Such payments would provide OTE with income at the early stage of each project. If it is able to negotiate a development fee, OTE estimates that it will vary but typically will be in the $2,500,000-$3,500,000 range. The second component of project returns is based upon the percentage of equity OTE will retain in the project.

SWAC contract revenue will be based typically on three charges:

OTE will seek to structure project financing with the goal of retaining 100% of the equity in any SWAC project. OTE cannot assure that it will recover project development costs or realize a financial return over the life of the project.

OTE’s Project Timeline

OTE has not developed, designed, constructed, and placed into operation any OTEC or SWAC plants. However, based on its planning process and early development experience to date, OTE estimates that it will take approximately two to four years or more, depending on local conditions, including regulatory and permitting requirements, to take a project from a preliminary memorandum of understanding with a potential power or other product purchaser to completion and commencement of operation.

OTE’s Strategic Relationships

OTE has strategic relationships with each of the following parties for potential plant construction and the funding of projects.

OTE’s Construction and Components

Once OTE has designed the system, it will review the design with its engineering, procurement, and construction partner to maximize the chances that the project can be delivered according to plan and on budget. OTE expects its construction contracts to be at a fixed price and to include penalties if the construction timetable is missed. It may, but is not obligated to, engage DCO Energy to construct its plants.

In OTE’s systems, the two most important components are heat exchangers and deep-water intake pipes. Although there are multiple providers of each of these components, the supply of the best components comes from just a few companies globally. OTE expects to source its deep-water intake pipes from Pipelife of Norway, the only company it knows of that makes pipes of sufficient quality, strength, and diameter (2.5 meters) to support its planned OTEC plants. However, OTE expects that it could work around a lack of supply from Pipelife by using multiple smaller pipes that are widely available on the market, although this would increase its construction costs.

OTE will also need the highest quality, large heat exchangers for its systems; heat exchangers represent a large percentage of the projected costs of its OTEC and SWAC systems and also account for a significant portion of the design complexity inherent in commercial OTEC and SWAC designs. Its relationship with Alfa Laval for heat exchangers provides it with the size and quality heat exchangers that it expects to need, although OTE believes there are several other companies that could provide it with adequate supply of these devices meeting its specifications if OTE needed to source from them.

Other major components, such as ammonia turbines, generators, and pumps, are manufactured by several multinational companies, including General Electric and Siemens.

OTE’s Operations

For OTEC electricity-generating facilities, OTE intends to enter into 20- to 30-year PPAs, pursuant to which the project would supply fixed-price, baseload electricity to satisfy the minimum demand of the purchaser’s customers. This PPA structure allows customers to plan and budget their energy costs over the life of the contract. For its SWAC systems, OTE intends to enter into 20-to 30-year ESAs to supply minimum quantities of chilled water for use in a customer’s air conditioning system.

OTE anticipates that operations of OTEC and SWAC plants will be subcontracted to third parties that will take responsibility for ensuring the efficient operation of the plants. These arrangements may reduce its exposure to operational risk, although they may reduce its financial return if actual operating costs are less than the subcontract payments. OTE cannot assure that any OTEC and SWAC plants will permit the PPAs and ESAs to yield minimum target internal rates of return. OTE’s first projects are likely to have lower returns than subsequent projects. Variances in internal rates of return may occur due to a range of factors, including availability and structure of project financing and localized issues such as taxes, some of which may be outside of its control.

OTE expects its OTEC contract pricing will either be charged on an energy-only price per kWh or on the basis of a capacity payment priced per kW per month and an energy usage price per kWh. OTE cannot assure that this pricing will enable it to recoup its funding costs and capital repayments and allow it to earn a profit.

Marketing Strategies

OTE’s marketing and sales efforts are managed and directed by its chairman and chief executive officer, Jeremy P. Feakins, who has 35 years’ experience of senior-level sales in both commercial and governmental markets. OTE’s marketing campaign has focused on explaining to potential customers the economic, environmental, and other benefits of OTEC and SWAC through personal contacts, industry interactions, and its website.

OTE’s target markets are comprised of large institutional customers that typically include governments, utilities, large resorts, hospitals, educational institutions, and municipalities. OTE markets to them directly through personal meetings and contact by its chief executive officer and other key members of its team. OTE also makes extensive use of centers of influence either to heighten awareness of its products in the minds of key customers’ decision-makers or to secure face-to-face meetings and preliminary agreements with its customers and its chief executive officer.

Sales cycles in OTE’s business are extremely long and complex and often involve multiple meetings with governmental, regulatory, electric utility, and corporate entities. Therefore, OTE cannot predict when or if any of the projects it currently has under development will progress to the signed contract or operational phase and generate revenue. OTE does not expect sales to be seasonal or cyclical.

Material Regulation

OTE’s business and products are subject to material regulation. However, because it contemplates offering its products and services in different countries, the specific nature of the regulation will be wholly dependent on the nation where the project will be located. The precise nature of the regulatory requirements for each project is wholly dependent on the specific location, and the national, state, and local regulations apply at that location.

In all cases, OTE expects the level of regulation will be material and will require significant permitting and ongoing compliance during the life of the project. The most significant regulations will likely be environmental and will include mitigating possible adverse effects during both the construction and operational phases of the project.

However, OTE believes that the limited plant site disturbance of both SWAC and OTEC projects, together with the significantly lower emissions that result from these projects as compared to fossil-fuel electrical generation, will make compliance with all such regulation manageable in the normal course.

The second most significant regulations will likely involve coordination with existing infrastructure. OTE believes compliance with this type of regulation is a routine civil engineering coordination process that exists for all new buildings and infrastructure projects of all types. Again, OTE believes that the design of both SWAC and OTEC projects can readily be modified to avoid interference with existing infrastructure in most cases.

OTE’s Facilities

OTEs principal executive offices are located at 800 South Queen Street, Lancaster, Pennsylvania 17603. OTE’s telephone number at that address is (717) 299-1344.

OTE’s Intellectual Property

OTE uses, or intends to employ in the performance of its material contracts, intellectual property rights in relation to the design and development of OTEC plants. OTE’s intellectual property rights can be categorized broadly as proprietary know-how, technical databases and trade secrets, comprising concept designs, plant design, and economic models. Additionally, OTE has applied to register the trademark TOO DEEP® at the U.S. Patent and Trade Mark Office for the provision of desalinated deep ocean water for consumption. The trademark has been granted, subject to it using it in commerce.

OTE may apply for patents for components of its intellectual property for OTEC and SWAC systems, including novel or new methodologies for cold-water piping, heat exchanges, and computer-aided design programs. OTE cannot assure that any patents OTE seeks will be granted.

OTE’s intellectual property has been developed by its employees and is protected under employee agreements confirming that the rights in the inventions and developments made by the employees are its property. Confidential information is protected by nondisclosure agreements OTE entered into with prospective partners or other third parties with which OTE does business.

OTE has not received any notification from third parties that its processes or designs infringe any third-party rights, and it is not aware of any valid and enforceable third-party intellectual property rights that infringe its intellectual property rights. Currently, there is no patent for any company for the OTEC technology.

Employees

OTE currently has 10 employees, consisting of two officers, three engineers and technicians, two marketing, and three general and administrative employees. There are no collective-bargaining agreements with its employees, and it has not experienced work interruptions or strikes. OTE believes its relationship with employees is good and it provides health and life insurance for all employees.

OCEAN THERMAL ENERGY CORPORATION’S MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion and analysis of the results of operations and financial condition of OTE for the years ended December 31, 2016, 2015 and 2014 should be read in conjunction with OTE’s financial statements, and the notes to those financial statements that are included elsewhere in this Information Statement.

The following discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as OTE’s plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Other Considerations, Cautionary Statement Concerning Forward-Looking Statements, and Business and other sections in this Information Statement.

Overview

OCEES International Inc. (“OCEES”) was formed under the laws of Hawaii on January 21, 1998. Ocean Thermal Energy Corporation (“OTE Delaware”) was a Delaware corporation formed on October 18, 2010. In 2011, OCEES and OTE Delaware entered into a share exchange agreement. The transaction was treated as a merger of entities under common control as 100% of the stockholders of OCEES exchanged their shares for 100% of the outstanding shares of OTE Delaware.

OTE Delaware used its proprietary technology to develop, build, own, and operate renewable energy systems, primarily in the Eastern and Western Caribbean Islands.

On December 17, 2013, Broadband Network Affiliates, Inc. (“BBNA”), a Nevada Corporation, changed its state domicile and became a Delaware Corporation. On December 23, 2013, BBNA entered into a merger agreement with OTE Delaware, which was effective December 31, 2013. Upon completion of the merger, BBNA changed its name to Ocean Thermal Energy Corporation (“OTE”) and the former OTE Delaware ceased to exist. The transaction was treated as a reverse merger and recapitalization by OTE Delaware. For purposes of this report, “we,” “us,” and “our” refers to OTE, the surviving entity, after taking into effect the merger transaction, and its subsidiaries.

OTE develops projects for renewable power generation, desalinated water production, and air conditioning using proprietary intellectual property designed and developed by its own experienced oceanographers, engineers, and marine scientists. Plants using its technologies are designed to extract energy from the temperature difference between warm surface ocean water and cold deep seawater at a depth of approximately 3,000 feet. OTE believes these technologies provide practical solutions to mankind’s fundamental needs for sustainable, affordable energy; desalinated water for domestic, agricultural, and aquaculture uses; and cooling, all without the use of fossil fuels.

OTE’s management team has led the development of the business since 2010 and has established a pipeline of projects based on a signed energy services agreement, memoranda of understanding, and general terms agreements to design, build, own, and operate plants using its technologies, as well as a number of potential projects being analyzed preliminarily.

OTE’s project cycles are long, typically extending over several years as it identifies a potential plant site; preliminarily evaluates potential plant output market demand, available plant sites, regulatory factors, environmental impacts, financial models, financing considerations, and other factors. During this long cycle, OTE incurs substantial development costs. Initially, OTE expenses costs associated with the development of various projects until it determines that a specific project is feasible, after which it capitalizes related costs for environmental engineering, permitting, governmental approvals, site engineering, and similar items as well as direct interest costs associated with the project. Capitalized costs associated with a project that is subsequently abandoned are charged to expense.

OTE’s strategy is to use to advantage the trend, which it believes will continue to move from fossil-fuel-generated power and coal to alternative renewable energy sources. OTE cannot assure that environmental concerns will continue to drive this trend. OTE believes that sea water powered facilities like those it develops are particularly suited for migration from fossil fuels to renewable sources for selected locations in tropical and subtropical locations that have suitable sea depth, shore configuration, and market conditions. Long term, in OTE’s judgment, the leading fossil fuel cost factor in world energy markets is the price of crude oil. Pricing of other hydrocarbon fuels, such as coal, move somewhat parallel with crude oil prices based on their relative energy content. Declining prices for hydrocarbon fuels in the last few years has reversed moderately and has retarded, in OTE’s opinion, the expected increased economic feasibility of alternative energy. OTE’s development efforts will continue to be challenged by low fossil fuel prices, if the price decline continues, which may provide a low-cost alternative power source in some locations, even after considering fossil fuel transportation costs. Local authorities and customers may defer the capital costs associated with a new OTEC or SWAC plant while they continue to benefit from relatively low current prices for fossil fuels. OTE believes that notwithstanding current low fossil fuel energy prices, local authorities and customers analyzing and planning their energy needs, will discount the significant of current fossil fuel prices when considering the economics of a facility with a decades-long estimated useful life. 

On March 1, 2017, OTE entered into the Merger Agreement with TetriDyn Solutions and TetriDyn Merger Sub, a wholly owned subsidiary of TetriDyn Solutions. Under the terms and conditions of the Merger Agreement Agreement, TetriDyn Solutions will pay equity consideration in the Merger, subject to certain adjustments, consisting of 109,589,611 shares of New TetriDyn Stock to OTE in exchange for 109,589,611 shares of OTE Stock.

As a result of the controlling financial interest of the former stockholders of OTE, for financial statement reporting purposes, the merger between TetriDyn Solutions and OTE will be treated as a reverse acquisition, with OTE deemed the accounting acquirer and TetriDyn Solutions deemed the accounting acquiree under the acquisition method of accounting in accordance with the Section 805-10-55 of the FASB Accounting Standards Codification. Accordingly, OTE’s assets, liabilities and results of operations will become the historical financial statements of the Company. No step-up in basis or intangible assets or goodwill will be recorded in this transaction.

Description of Expenses

Operating expenses consist primarily of salaries and related costs for accounting, administration, finance, human resources, and information systems. Professional fees expenses consist primarily of fees related to legal, outside accounting, auditing, and investor relations services. Impairment of assets under construction was due to uncertainty regarding the completion of a resort at Baha Mar.

Results of Operations

The following is a summary of certain financial information of OTE for the years ending December 31, 2016, 2015 and 2014. It should be read in conjunction with OTE’s financial statements included elsewhere in this Information Statement.

Comparison of Years Ended December 31, 2016 and 2015

Revenues and Costs of Revenue

OTE’s revenue of $0 and $0 for 2016 and 2015, respectively, was not material.

Although the net changes and percent changes for OTE’s revenues and OTE’s cost of revenue for 2016 and 2015 are summarized above, these trends should not be viewed as a definitive indication of its future results.

Operating Expenses and Other Expenses

Salaries and wages expenses for OTE’s operations, including noncash compensation expense, were $1,237,438 and $4,156,763 for 2016 and 2015, respectively, representing a decrease of $2,919,325, or approximately 70%, in 2016. The decrease in OTE’s general and administrative expenses in 2016, as compared to 2015, reflects reduced costs related to the disassociation of certain employees of OTE.

Professional fees expenses for OTE’s operations, including noncash compensation expense, were $1,505,586 and $664,398 for 2016 and 2015, respectively, an increase of $814,188, or approximately 126%, in 2016. The increase in OTE’s professional fees expenses was a result of increased legal fees.

General and administrative expenses for OTE’s operations, including noncash compensation expense, were $442,394 and $608,384 for 2016 and 2015, respectively, representing a decrease of $165,990, or approximately 27%, in 2016. The decrease in OTE’s general and administrative expenses in 2016, as compared to 2015, reflects reduced costs related to corporate transactions, increased marketing efforts, and related matters.

Impairment of assets under construction expenses for OTE’s operations, including noncash compensation expense, were $244,284 and $6,978,457 for 2016 and 2015, respectively, representing a decrease of $6,734,173, or approximately 96%, in 2016. The decrease in OTE’s impairment of assets under construction expenses in 2016, as compared to 2015, reflects reduced costs related to the Baha Mar resort project.

Interest expense was $2,678,415 and $976,632 in 2016 and 2015, respectively, an increase of $1,701,783, or approximately 174%, in 2016. The change in interest expense for the year-end periods was due to an increase in amortization of debt discount.

Comparison of Years Ended December 31, 2015 and 2014

OTE had no revenue in 2015 and 2014.

OTE’s operating expenses consist principally of expenses associated with the development of OTE’s projects until it determines that a particular project is feasible. During 2015 and 2014, OTE had salaries and wages of $4.2 million and $1.2 million, respectively. Salaries and wages increased 244% in 2015 over 2014, which was mainly due to OTE’s issuance of common stock to employees based on their compensation agreements of $2.4 million. Included in this are 1,000,000 shares to Jeremy Feakins, OTE’s chief executive officer, and 1,000,000 shares to James Garner. The shares were recorded at $0.85 per share, the price at which shares were sold for cash to unrelated parties in contemporaneous transactions, and amounted to $1.7 million. The remaining difference of $0.6 million between the years can be attributed to wages paid to a chief financial officer, a vice-president of shareholder communications, and engineers and the discontinuation of the Baha Mar SWAC project.

During 2014, OTE was installing pipe for the land side of the Baha Mar project, so $0.2 million in salaries for those employees working directly on the Baha Mar project were capitalized rather than expensed. OTE stopped construction at the Baha Mar project and wrote off the $6.9 million in related costs previously capitalized due to the uncertainty of completion of the project created by the bankruptcy of the Baha Mar project developer in mid-2015.

Professional fees decreased in 2015, as compared to 2014, by approximately $0.66 million, or about 44%. The 2014 professional fees included consulting fees of $0.21 million paid to a financial group that assisted with OTE’s merger with BBNA, $0.12 million paid to an engineering consultant, and $0.15 million paid to James Greenberg, a director and chief sustainability officer, who died on April 11, 2015. No similar expenses were incurred in 2015.

General and administrative expenses decreased to $0.6 million, or about 43% in 2015, as compared to $1.1 million in 2014, again reflecting the post Baha Mar project developer’s bankruptcy, so OTE did not receive the anticipated $6.0 million development fee and expense reimbursement. Accordingly, OTE decreased travel, marketing, and office expenses as OTE’s efforts were limited by capital constraints and uncertainty about the Baha Mar project. OTE’s general level of general and administrative expenses at a current level of slightly over $0.1 million per quarter increases from time to time as OTE’s activities increase because of increased developmental activities associated with particular projects, which vary from project to project and the development stage and requirements of each project, which in turn are dependent on future events, many of which are outside OTE’s control. For example, during the last half of 2016, OTE’s general and administrative expenses may increase as we accelerated development activities associated with OTE’s U.S. Virgin Island project.

OTE’s operating loss increased from $3.4 million in 2014 to $12.4 million in 2015, an increase of $9.0 million, or 264%. The major cause for the increase was due to the write-off of the $6.9 million in related costs previously capitalized for the Baha Mar project.

OTE’s interest expense of $1.0 million in 2015 was a 64% decrease over its $2.7 million interest expense for the previous year, as OTE’s efforts to obtain additional borrowings from external sources were impaired by the bankruptcy of the Baha Mar developer in mid-2015. Also included in the interest amount are the notes payable discounts of $0.5 million and $2.4 million for 2015 and 2014, respectively.

Liquidity and Capital Resources

At December 31, 2016, OTE’s principal source of liquidity for operations consisted of $7,495 of cash, as compared to $125,029 of cash at December 31, 2015. In addition, OTE’s stockholders’ deficit was $8,664,237 at December 31, 2016, as compared to $8,198,768 at December 31, 2015, an increase in the deficit of $465,469.

OTE’s operations used net cash of $2,057,879 during 2016, as compared to using $1,672,688 during 2015 and $3.2 million during 2014. The $358,365 increase in the net cash used in operating activities during 2016 primarily resulted from an increase in amortization of note discounts and decreases in accounts payable.

Investing activities used net cash of $119,722 and $147,706 net cash in 2016 and 2015, respectively. In contrast, during 2014 OTE invested $1.85 million in assets under construction related to the Baha Mar project.

Financing activities provided net cash of $2,060,067 and $1,664,715 during 2016 and 2015, respectively. The increase in cash from financing activities in 2016 results from decreases in the repayment of notes payable and increases in proceeds from the issuance of common stock. The approximately $1.7 million of net cash from financing activities in 2015 was a 70% decrease from the $5.4 million net cash that OTE’s financing activities provided for 2014. OTE’s efforts to obtain funding from external sources were significantly curtailed due to the uncertainty created by the bankruptcy of the Baha Mar project in mid-2015. This required OTE to rely on $1.0 million in advances from related parties, as compared to 2014, when $2.4 million in notes were issued to related parties. Further, OTE received only $0.7 million from the sale of common stock in 2015, as compared to $3.0 million from that source the previous year, again reflecting the bankruptcy of the Baha Mar developer.

OTE is focusing its efforts on developing projects for renewable power generation, desalinated water production, and air conditioning using its proprietary technologies designed to extract energy from the temperature differences between warm surface water and cold deep water before proceeding with large-scale commercialization, while OTE explores external funding alternatives as current cash is insufficient to fund planned operations for the next 12 months. OTE expects that additional funding support the development of other products and perhaps reduce indebtedness. OTE’s independent auditors have expressed substantial doubt about its ability to continue as a going concern. As in 2016, OTE will continue to rely on the sale of debt and equity securities to meet funding shortfalls, including issuances to affiliates. OTE expects that it will require additional investments and revenues from operations in order to become financially viable.

Management believes that OTE will be able to continue as a going concern through additional affiliate loans, implementation of its strategic operating plan, continuing a multi-focused plan to obtain external capital, and offering sales incentives to OTEC project development. OTE will allocate its limited funds among its several projects at its discretion. OTE may change the priority of its projects and the amount of funds and efforts it devotes to their development.

OTE has no significant contractual obligations or commercial commitments not reflected on its balance sheet as of this date.

Recent Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Historically, there has been a diversity in practice in how certain cash receipts/payments are presented and classified in the statement of cash flows under Topic 230. The purpose of the Update is to reduce the existing diversity in practice by clarifying the presentation of certain types of transactions. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable .

Critical Accounting Policies

OTE has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. The list is not intended to be a comprehensive list of all of its accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to the December 31, 2016, condensed consolidated financial statements. Note that preparation of the condensed consolidated financial statements requires OTE to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. OTE cannot assure that actual results will not differ from those estimates.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuing equity investments and issuances, valuation of deferred tax assets, and depreciable lives of property and equipment.

Cash and Cash Equivalents

OTE considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2016, 2015 and 2014, OTE had no cash equivalents.

Income Taxes

OTE accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740-10-25, “Income Taxes—Overall—Recognition.” Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Business Segments

OTE conducts operations in various foreign jurisdictions that use its technology. Its segments are based on the location of their operations. The U.S. territories segment consists of operations in the U.S. Virgin Islands and Guam; the Bahamas segment consists of operations specific to the Bahamas; and the other segment currently consists of operations in the Cayman Islands. Direct revenues and costs, depreciation, depletion, and amortization costs, general and administrative costs (“G&A”), and other income directly associated with their respective segments are detailed within the following discussion. Identifiable net property and equipment are reported by business segment for management reporting and reportable business segment disclosure purposes. Current assets, other assets, current liabilities, and long-term debt are not allocated to business segments for management reporting or business segment disclosure purposes.

Property and Equipment

Furniture, vehicles, equipment, and software are recorded at cost and include major expenditures that increase productivity or substantially increase useful lives.

Maintenance, repairs, and minor replacements are charged to expenses when incurred. When furniture, vehicles, or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from this account, and any gain or loss is included in the statement of operations.

Assets under construction represent costs incurred for renewable energy systems currently in process. Generally, all costs incurred during the development stage of projects are capitalized and tracked on an individual project basis and are included in construction in progress until the project has been placed into service. If a project is abandoned, the associated costs that have been capitalized are charged to expense in the year of abandonment. Expenditures for repairs and maintenance are charged to expense as incurred. Interest costs incurred during the construction period of defined major projects from debt that is specifically incurred for those projects are capitalized.

Direct labor costs incurred for specific major projects expected to have long-term benefits are capitalized. Direct labor costs subject to capitalization include employee salaries, as well as related payroll taxes and benefits. With respect to the allocation of salaries to projects, salaries are allocated based on the percentage of hours that key managers, engineers, and scientists work on each project. These individuals track their time worked at each project. Major projects are generally defined as projects expected to exceed $500,000. Direct labor includes all of the time incurred by employees directly involved with construction and development activities. Time spent in general and indirect management and in evaluating the feasibility of potential projects is expensed when incurred.

OTE capitalizes costs incurred once the project has met the project feasibility stage. Costs include environmental engineering, permits, government approval, and site engineering costs. OTE currently has four projects in the development stage and one project in the construction phase. OTE capitalizes direct interest costs associated with the projects. As of December 31, 2016 and 2015, OTE has no interest costs capitalized.

The cost of furniture, vehicles, equipment, and software is depreciated over the estimated useful lives of the related assets.

Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives and accumulated depreciation for land, buildings, furniture, vehicles, equipment, and software are as follows:

Fair Value

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the United States, and enhances disclosures about fair value measurements. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, accounts receivable, prepaid expense and other assets, accounts payable, accrued liabilities, notes payable, deferred compensation, and other liabilities reflected in the accompanying balance sheets approximate fair value at December 31, 2016 and 2015, due to the relatively short-term nature of these instruments.

Concentrations

Cash and cash equivalents and restricted cash are deposited with major financial institutions, and at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of December 31, 2016 and 2015, $0 and $0 were deposited in excess of FDIC-insured limits. Management believes the risk in these situations to be minimal.

Loss per Share

The basic loss per share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. OTE has 15,929,986 and 22,327,876 shares issuable upon the exercise of warrants and options and 205,667 and 205,667 shares issuable upon the conversion of the green energy bonds and notes that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the years ended December 31, 2016 and 2015, respectively.

Revenue Recognition

OTE will recognize revenue on arrangements in accordance with FASB ASC Topic 605, “Revenue Recognition.” In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

OCEAN THERMAL ENERGY CORPORATION’S MARKET PRICE OF AND DIVIDENDS ON ITS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTE’s stock is not publicly traded. It has never paid cash dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It estimates that as of March 31, 2017, it had approximately 474 holders of record of its common stock.

OTE does not have any equity compensation plans.

Jeremy P. Feakins, OTE’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board, owns 8,629,061 shares of OTE common stock. OTE’s remaining members of the Board of Directors, Frank DiCola and Ted Johnson, own 3,295,761 and 1,650,000 shares of OTE common stock, respectfully. There are no other officers, directors or holders of more than five percent (5%) of OTE’s common stock. Pursuant to the Merger, each one of the shares held by Messrs. Feakins, DiCola and Johnson will be exchanged for shares of New TetriDyn Stock. JPF Venture Group, Inc., a Delaware corporation (“JPFVG”), is an investment entity that is majority-owned by Mr. Feakins. JPFVG holds 265,502 shares of TetriDyn common stock, and promissory notes convertible at JPFVG’s discretion into an aggregate of 9,031,490 shares of TetriDyn common stock. Upon consummation of the Merger, JPFVG will hold 7.57% of the fully-diluted shares of TetriDyn. Mr. Feakins will own, beneficially and of record, approximately 14.5% of the fully-diluted shares of TetriDyn.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There is no information required by this item with respect to either TetriDyn Solutions or OTE. There have been no changes in and/or related disagreements with the accountants of either OTE or TetriDyn for each of the past two fiscal years.

SELECTED HISTORICAL FINANCIAL DATA OF OCEAN THERMAL ENERGY CORPORATION

The audited financial statements of OTE for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, are attached hereto as Appendix “C”.

SELECTED HISTORICAL FINANCIAL DATA OF TETRIDYN SOLUTIONS

A copy of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2016, was filed with the SEC on April 4, 2017. Our Annual Report on Form 10-K, for the fiscal year ended December 31, 2016, as amended, contains the audited financial statements of TetriDyn for the years ended December 31, 2016 and December 31, 2015, which are incorporated by reference in this Information Statement by this reference.

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The pro forma statements attached hereto as Appendix “D” were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of both TetriDyn Solutions and OTE for the applicable periods, which are included in this Information Statement and/or incorporate herein by reference. For additional information, see “AVAILABILITY OF ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE” beginning on page 47 of this Information Statement and “Unaudited Pro Forma Condensed Combined Financial Information” attached to this Information Statement as Appendix “D”. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the Company. Also, as explained in more detail in the accompanying notes to the pro forma statements, the preliminary fair values of assets acquired and liabilities assumed reflected in the selected pro forma data are subject to adjustment and may vary significantly from the fair values that will be recorded upon completion of the transactions.

TETRIDYN SOLUTIONS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

A copy of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2016 was filed with the SEC on April 4, 2017. Our Annual Report on Form 10-K, for the fiscal year ended December 31, 2016, as amended, contains our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which discussion is incorporated by reference in this Information Statement by this reference.

Jeremy P. Feakins has served as our chief executive officer, chief financial officer, and secretary/treasurer since March 2015. Mr. Feakins is also the chairman, chief executive officer, and principal financial officer for Ocean Thermal Energy Corporation, a Nevada corporation that develops projects for renewable power generation, desalinated water production, and air conditioning using its proprietary technologies designed to extract energy from the temperature differences between warm surface water and cold deep water. Mr. Feakins has over 35 years of experience as an entrepreneur and investor, having founded two technology-based companies. Between 1990 and 2006, Mr. Feakins was the chairman and chief executive officer of Medical Technology & Innovations, Inc. (MTI), a developer and manufacturer of a microprocessor-based, vision-screening device and other medical devices located in Lancaster, PA. In 1996, he managed the public listing of MTI on the over-the-counter markets and subsequently structured the sale of the rights to MTI’s vision-screening product to a major international eyewear company. Between 1998 and 2006, he was a managing member of Growth Capital Resources LLC, a venture capital company located in Lancaster, PA, where he successfully managed the public listings for four small companies on the over-the-counter market. Between 2005 and 2008, he served as executive vice chairman and member of the board of directors of Caspian International Oil Corporation (OTC: COIC), an oil exploration and services company located in Houston, TX and Almaty, KZ, where he managed its public listing. Since 2008, Mr. Feakins has been the chairman and managing partner of the JPF Venture Fund 1, LP, an early-stage venture capital company located in Lancaster, PA, focused on companies involved with humanitarian and/or sustainability projects. Since 2014, Mr. Feakins has been chairman and chief executive officer of JPF Venture Group, Inc. JPF Venture Group, Inc., provides strategic and operational business assistance to start-up, early-stage, and middle-market high-growth businesses and is a principal stockholder of our stock. Mr. Feakins graduated from the Defence College of Logistics and Personnel Administration, Shrivenham, UK, and served seven years in the British Royal Navy. He is a member of the Institute of Directors in the United Kingdom and the British American Business Council in the United States. Based on his background in the technology industry and his financial and management background, the board has concluded that Mr. Feakins is qualified to serve as a member of our board.

Peter Wolfson has served as one of our directors since March 2015. Mr. Wolfson is also the founder, president, and chief executive officer of Hans Construction, a developer and builder of upscale homes located in Lancaster, PA. Mr. Wolfson is a qualified commercial pilot at a major U.S.-owned international airline company and has over 30 years’ experience in the aviation business. He also has 10 years’ experience as a financial consultant with a subsidiary of Mass Mutual, developing financial strategies and tax planning. Based on his financial background, the board has concluded that Mr. Wolfson is qualified to serve as a member of our board.

Antoinette Knapp Hempstead was appointed as a Director in February 2017. Prior to that, Ms. Hempstead served as our Chief Executive Officer and President from April 2013 until March 2015 and as our Deputy Chief Executive Officer and Vice President since August 2002. Ms. Hempstead has over 30 years’ experience in management, software management, software development, and finance. Ms. Hempstead has also served as adjunct faculty for University of Idaho where she taught Computer Science courses. Ms. Hempstead has a Master’s degree in Computer Science from the University of Idaho and a Bachelor’s of Science Degree in Applied Mathematics from the University of Idaho. Ms. Hempstead provides to our board of directors experience in software development and project management, as well as experience in financial statement preparation and regulatory reporting. Based on her technical background, the board has concluded that Ms. Hempstead is qualified to serve as a member of our board.

OCEAN THERMAL ENERGY CORPORATION’S MANAGEMENT

The following table sets forth information concerning OTE’s executive officers and directors.

Jeremy P. Feakins has over 35 years of experience as an entrepreneur and investor, having founded two technology-based companies. Between 1990 and 2006, Mr. Feakins was the chairman and chief executive officer of Medical Technology & Innovations, Inc. (MTI), a developer and manufacturer of a microprocessor-based, vision-screening device and other medical devices located in Lancaster, PA. In 1996, he managed the public listing of MTI on the over-the-counter markets and subsequently structured the sale of the rights to MTI’s vision-screening product to a major international eyewear company. Between 1998 and 2006, he was a managing member of Growth Capital Resources LLC, a venture capital company located in Lancaster, PA, where he successfully managed the public listings for four small companies on the over-the-counter market. Between 2005 and 2008, he served as executive vice chairman and member of the board of directors of Caspian International Oil Corporation (OTC: COIC), an oil exploration and services company located in Houston, TX and Almaty, KZ, where he managed its public listing. Since 2008, Mr. Feakins has been the chairman and managing partner of the JPF Venture Fund 1, LP, an early-stage venture capital company located in Lancaster, PA, focused on companies involved with humanitarian and/or sustainability projects. JPF Venture Fund 1 is a principal stockholder of OTE. Mr. Feakins graduated from the Defence College of Logistics and Personnel Administration, Shrivenham, UK, and served seven years in the British Royal Navy. He is a member of the Institute of Directors in the United Kingdom and the British American Business Council in the United States.

Frank E. DiCola, PE has over 43 years of experience in the energy management field. He is a founder and, since 2000, has served as chairman, chief executive officer, and managing partner of DCO Energy LLC (DCO), an energy project development company and engineering, procurement, and construction contractor, located in Mays Landing, NJ. Under Mr. DiCola’s guidance, DCO Energy specializes in the development, construction, operations, and ownership of combined heat and power projects, renewable generation assets, and district energy systems and acts as third-party engineering, procurement, and contracting contractor and operation and maintenance provider to the power industry. At DCO Energy, Mr. DiCola oversees 200 employees and annual sales in excess of $250 million. Mr. DiCola is a registered U.S. Professional Engineer and a graduate of the University of Cincinnati in Cincinnati, OH, with a BS in mechanical engineering.

Ted G. Johnson, PhD has over 45 years of experience in the energy management field. From 1970 through 1988, Dr. Johnson held various technological and management positions at Honeywell, Inc. (NYSE: HON) at the Honeywell Corporate Research Centre headquartered in Morristown, NJ. From there, Dr. Johnson joined Lockheed Corporation (NYSE: LMT), headquartered in Washington, D.C., as managing director of the Oceans Systems Group and president of the Ocean Mining Company, a wholly owned subsidiary of Lockheed Corporation. From 1988 through 2007, Dr. Johnson held various directorships at the Lockheed Corporation, including Director of the International Oceans Business, Director of Homeland Security, Director of Adjacent Markets, and Director of Alternative Energy Development. During those 23 years, Dr. Johnson oversaw military and commercial contracts and development of technologies relating to ship building, ocean mining, fossil fuels, and renewable energy sources. Most notably, during his time with Lockheed, the Oceans Systems Group built and successfully tested the world’s first successful floating OTEC plant, Mini-OTEC, off the Hawaiian Islands. Dr. Johnson received a Doctor of Science Degree with High Honors from Northwestern University, located in Chicago, IL, where he also attended Northwestern University’s Kellogg Graduate School of Business. He is a member of the boards of directors of the Ocean Energy Council, Geothermal Research Council, and the National Hydrogen and Hydropower Councils.

SUMMARY

On February 28, 2017, our Board of Directors voted to approve and recommend the Proposals described above and, on April 12, 2017, the Consenting Stockholders holding approximately 58.33% of the then-outstanding shares of our Common Stock, and acting by written consent in lieu of a special meeting, approved and adopted the Proposals. This action by written consent eliminated the need for a special stockholder meeting to approve these matters. This also reduces the costs and management time involved in holding a special meeting and allows us to effect the filing of the Amendment to our Articles of Incorporation as quickly as possible.

The Amendment to our Articles of Incorporation relating to the Name Change, Authorized Share Increase and Forward Stock Split will be filed on or about May 8, 2017, with the Secretary of State of the State of Nevada, which is not less than 20 days from the date of mailing of the definitive Information Statement.

Notwithstanding the foregoing, we must first notify FINRA of the intended Name Change, Forward Stock Split (and Merger) by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute fraud under Section 10 of the Exchange Act. We will also request a new ticker symbol in connection with the Name Change. The change in the ticker symbol is expected to be effective in May 2017.