UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(date~~ of ~~earliest event reported): January 7, 2025~~1934

~~OCEAN~~July ~~THERMAL~~7, ~~ENERGY CORPORATION (Exact name of registrant as specified in its charter)~~2026

Nevada	033-19411-C	20-5081381
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

(Date of earliest event reported)

3675 Market Street, Suite 200
Philadelphia, PA							19104
(Address of principal executive offices)							(Zip code)

Ocean Thermal Energy Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (717) 299-1344

Nevada

033-19411-C

20-5081381

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act: None.

3675 Market Street, Suite 200, Philadelphia, Pennsylvania 19104

(Address of principal executive offices) (Zip Code)

~~Title of each class Trading Symbol(s) Name of each exchange on which registered~~717-299-1344

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933~~ (~~Section~~Registrant’s ~~230.405~~telephone ~~of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company~~number, ~~indicate~~including byarea ~~check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a~~code) ~~of the Exchange Act. ☐~~

~~ITEM~~Check ~~1.01—ENTRY~~the ~~INTO~~appropriate Abox ~~DEFINITIVE~~below ~~MATERIAL~~if ~~AGREEMENT~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On☐ Written ~~January~~communications 7,pursuant ~~2025,~~to weRule ~~entered~~425 ~~into a Professional Services Agreement effective as of December 17, 2024, with Johnson Controls Government Services, LLC,~~ under ~~its~~the ~~Deep~~Securities ~~Energy~~Act ~~Retrofit Assessment program for engineering planning and design at U.S. Army Garrison Kwajalein Atoll~~ (~~USAG-KA).~~17 ~~Pursuant~~CFR to the agreement, we will render services in connection with the development and engineering of an ocean thermal energy conversion and ocean water desalination potable water solution facility at USAG, located in the Republic of the Marshall Islands, for a fixed fee of $3,504,796230. ~~The parties plan to complete this project by June 30, 2026. A copy of the agreement is attached hereto as Exhibit 10.69.~~ 425)

~~ITEM~~☐ Soliciting ~~9.01—FINANCIAL~~material ~~STATEMENTS~~pursuant ~~AND~~to ~~EXHIBITS~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~The~~☐ Pre-commencement ~~following~~communications ~~are~~pursuant ~~filed~~to asRule ~~exhibits~~14d-2(b) tounder ~~this~~the ~~report:~~Exchange Act (17 CFR 240.14d-2(b))

ExhibitNumber*	Title of Document	Location
Item 10	Material Contracts
10.69	Professional Services Agreement with Johnson Controls Government Services, LLC, executed January 7, 2025, effective as of December 17, 2024	This filing
Item 99	Additional Exhibits
99.01	Press Release dated January 14, 2025	This filing

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

2Securities registered pursuant to Section 12(b) of the Act:

~~SIGNATURES~~Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

~~Pursuant~~Indicate toby check mark whether the ~~requirements~~registrant is an emerging growth company as defined in Rule 405 of the Securities ~~Exchange~~ Act of ~~1934,~~1933 ~~the~~(§230.405 ~~registrant~~of ~~has~~this ~~duly~~chapter) ~~caused~~or ~~this~~Rule ~~report~~12b-2 toof bethe ~~signed~~Securities onExchange ~~its~~Act ~~behalf~~of by1934 ~~the~~(§240.12b-2 ~~undersigned~~of ~~hereunto~~this ~~duly authorized~~chapter). ☐ Emerging growth company

	OCEAN THERMAL ENERGY CORPORATION
Dated: January 14, 2025	By:
		Jeremy P. Feakins
		Chief Executive Officer

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On July 7, 2026, Ocean Thermal Energy Corp. (“OTEC,” “we” and the “company”) sold two shares of newly-authorized Series E Preferred stock to two private investors for $10,000 a share, or $20,000 in the aggregate. The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The preferred shares are convertible into shares of OTEC’s common stock. For more information about the terms of the preferred shares, please see Item 5.03 below and attached Exhibit 3(i).1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 7, 2026, we filed a certificate of designation (the “Certificate of Designation”) with the Nevada Secretary of State authorizing OTEC to issue up to 150 shares of Series E Preferred Stock, par value $0.001 per share (the “Preferred Shares”). Our board has the authority to designate series of preferred stock, and we intend to issue Preferred Shares to raise capital to fund our operations and strengthen the company’s balance sheet.

The Preferred Shares have a liquidation value of $10,000 per share and bear an annual cumulative dividend of 8.0%, payable in cash or shares of the company’s common stock. The Preferred Shares will convert into common shares if OTEC: executes a power purchase agreement or other commercial contract relating to ocean thermal energy conversion power, desalinated water, cooling, or related infrastructure services; undergoes a change of control; or makes a significant public offering of its shares. The number of common shares issuable upon conversion of each Preferred Share will be based on the volume-weighted average trading price of the company’s common stock over the ten trading days before the conversion, multiplied by 0.5. After two years, we may redeem the Preferred Shares at any time before they have converted. The Preferred Shares have limited voting rights, generally in connection with authorizing shares senior to the Preferred Shares, changing the terms of the Preferred Shares, redeeming shares, or declaring bankruptcy.

Our description of the terms of the Preferred Shares is a summary only, and is subject to the Certificate of Designation attached to this Form 8-K as Exhibit 3(i).1.

Item 9.01 Financial Statements and Exhibits.

3(i).1

Certificate of Designation filed July 7, 2026 Defining the Terms of Ocean Thermal Energy Corp.’s Series E Preferred Stock

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Ocean Thermal Energy Corporation

Dated July 10, 2026		/s/ Jeremy P. Feakins
		By Jeremy P. Feakins
		Chief Executive Officer and
		Chief Financial Officer

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