Cavitation Technologies, Inc.: enters tender offer agreements with BrightFlixx

What happened

• The filing reports that on Oct 9, 2026 Cavitation Technologies, Inc. ("the Company" or "CVAT") and Alchemy Beverages Inc. entered into definitive tender offer agreements with BrightFlixx Finance (Luxembourg) S.A. (the "BrightFlixx Agreements").
• Under the BF-CVAT Agreement BrightFlixx intends to commence a cash tender offer for all outstanding shares of CVAT common stock for an aggregate purchase price of $35,000,000 in cash, less the Company’s outstanding liabilities, divided by the total number of CVAT Shares outstanding at the close of a Record Date.
• Under the BF-ABI Agreement BrightFlixx intends to commence a cash tender offer for all outstanding shares of Alchemy common stock for an aggregate purchase price of $7,000,000 in cash, less Alchemy’s outstanding liabilities, divided by the total number of ABI Shares outstanding at the close of a Record Date.
• The filing states that the Company terminated the tender offer agreement dated Aug 14, 2026 with European Guarantee Services S.à r.l. ("EGS") on Oct 8, 2026; the BF-CVAT Agreement replaces that EGS agreement. The Company issued a press release on Oct 9, 2026 announcing the BrightFlixx Agreements, the EGS termination, and proposed aggregate cash consideration of approximately $42,000,000.

Key details

• Record Date for each offer will be fixed at 45 business days after commencement of the respective offer.
• Initial offer period for each tender offer is scheduled to expire at 6:00 p.m., New York City time, on the date that is 60 business days after commencement, subject to extensions; after the final offer price is announced the offer period will be extended as needed to provide at least 30 business days to holders.
• Material conditions include valid tenders of at least 90% of outstanding shares for each target, CFIUS approval or a no further action determination, and the concurrent consummation of both tender offers.
• Alchemy is a privately held Delaware corporation in which the Company holds a 17% equity stake. The tender offers have not commenced as of the date of the filing.

Why it may matter

• Item 1.01 reports entry into material definitive agreements (the BrightFlixx Agreements) covering proposed cash tender offers for all outstanding CVAT Shares and ABI Shares. Item 1.02 reports termination of a prior EGS agreement. Item 8.01 furnishes a press release announcing these matters and the proposed aggregate cash consideration.
• The filing does not explain why the company entered into the agreements.