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OCEAN THERMAL ENERGY CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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01/03/2018 | 09:06pm CEST

Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2017, Ocean Thermal Energy Corporation, a Nevada corporation (the "Company"), entered into a Note and Warrant Purchase Agreement with certain accredited investors (the "Investors") pursuant to which the Company issued a series of unsecured promissory notes (the "Notes") to the Investors, in the aggregate principal amount of $480,000. The Notes accrue interest at a rate of 10% per annum payable on a quarterly basis and are not convertible into shares of capital stock of the Company. The Notes are payable within five (5) business days after receipt of funds under that certain Equity Purchase Agreement equal to 20% of the total funds received by the Company payable on a pro rata basis to all holders of the Notes. The Company may prepay the Notes in whole or in part without penalty or premium on or before the maturity date of July 30, 2019. The Equity Purchase Agreement and related agreements were previously disclosed on our Current Report on Form 8-K filed on December 21, 2017.

In connection with the issuance of the Notes, each holder received a common stock purchase warrant (the "Warrants") equal to 2,000 warrant shares for every $10,000 in Notes purchased. The Warrants are exercisable for a period of three (3) years from date of issuance. The exercise price per share of the Warrants is equal to Eighty-Five Percent (85%) of the closing price of the Company's common stock on the day immediately preceding the exercise of the relevant Warrant, subject to adjustment as provided in the Warrants. The Warrants include a cashless net exercise provision whereby the holder can elect to receive shares equal to the value of the Warrant minus the fair market value of shares being surrendered to pay for the exercise.

The foregoing description of the terms of the Note and Warrant Purchase Agreement, Notes and Warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the agreements and instruments themselves, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided above in "Item 1.01 - Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Notes, the Warrants and the issuance of the shares of the Company's common stock upon exercise of the Warrants in connection with the above offering is exempt from registration under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act.

Item 9.01 Financial Statements and Exhibits.



 (d) Exhibits



10.1 Note and Warrant Purchase Agreement, dated December 28, 2017, by and

between the Company and Investors.

10.2 Form of Unsecured Promissory Note, by and between the Company and each

Investor.

10.3 Form of Common Stock Purchase Warrant, by and between the Company and each

Investor.

© Edgar Online, source Glimpses

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