CPWR

MKT CAP $608KP/E 0.0DIV YIELD —FCF YIELD —REV TTM $2.5M +144.3%NET INCOME $83.6MNET DEBT $368K52W 0.00 – 0.02SEC XBRL · TTM TO Invalid Date

How CPWR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

83%

of sentences unchanged

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new sentences

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sentences removed

Length

+334

words, now 6,490

New in FY2025

The report of our auditors on our consolidated financial statements for the years ended December 31, 2025 and 2024, as well as for prior years, contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern.
Existing convertible obligations and legacy debt may result in future dilutive equity issuances.
The Company currently has outstanding indebtedness that is convertible into shares of the Company’s common stock.
Some of this debt is associated with legacy financing arrangements entered into to support the Company’s operations and development activities during earlier phases of its growth.
In certain circumstances, holders of these instruments may elect to convert amounts owed into shares of common stock in accordance with the terms of the underlying agreements.
The potential issuance of additional shares upon conversion of these instruments may result in dilution to existing stockholders and could create an overhang of potential share issuances that may affect the market price or volatility of the Company’s common stock.
Management is actively engaged in ongoing discussions with certain creditors and stakeholders regarding potential restructurings, settlements, refinancing arrangements, or conversions that could better align creditor interests with the long-term growth of the Company.
The Company has historically sought, and may continue to seek, to address such obligations through negotiated restructurings, settlements, or other capital structure adjustments.
In some circumstances, the conversion of indebtedness into equity may reduce cash repayment obligations and strengthen the Company’s balance sheet.
The Company continues to evaluate opportunities to simplify its capital structure over time.
However, until such obligations are fully resolved, they will continue to represent a potential source of dilution and financial risk that could adversely affect the Company’s financial condition, results of operations, or the market value of its common stock.
Russia’s military intervention in Ukraine and the US-Israel war on Iran have created substantial political and economic disruption, uncertainty, and risk.
Ongoing geopolitical instability in the Middle East, including the US-Israel war on Iran and heightened regional tensions, may contribute to volatility in global financial and energy markets and disrupt international trade and transportation routes.
Escalation of hostilities, sanctions, or other governmental actions could adversely affect global economic conditions, commodity prices, and supply chains.
Although the Company does not currently conduct material operations in the affected region, prolonged instability could indirectly impact the Company through broader macroeconomic effects, including fluctuations in energy prices, shifts in government policy or spending priorities, and disruptions affecting international markets.
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 parties that might provide the requisite external capital.
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 price that is economically viable for us.
Should we fail to effectively implement our expansion strategies or should there be insufficient demand for our products and services, our business operations, financial performance, and prospects would be adversely affected.
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 alternative purchasers in the emerging and developing markets where we anticipate our plants may be located.
Pursuant to the laws of some jurisdictions where 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.
We must conduct our activities in or related to foreign countries in compliance with the U.S.
Our common stock is quoted on the OTCID Basic Market operated by the OTC Markets Group, Inc., under the ticker symbol “CPWR.” Not being listed on an established securities exchange has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of our company.
Further, our initial earnings, if any, will likely be retained to repay debt and finance our growth.
We did not timely file our annual report for 2024 and our quarterly reports for the first, second and third quarters of 2025.
As a result, the OTC had identified the Company as delinquent in its SEC filings and our stock is only eligible to trade for unsolicited orders.
Although we have made our delinquent filings but cannot guarantee that we will be able to remain current in our filings, which would limit the public information available about the Company and negatively impact the liquidity and trading price of our stock.
Our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to a failure to maintain an effective control environment, failure of segregation of duties, failure of entity-level controls, and our sole executive’s access to cash.

Gone since FY2024

The report of our auditors on our consolidated financial statements for the years ended December 31, 2024 and 2023, as well as for prior years, contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern.
Russia’s military intervention in Ukraine and the international community’s response have created substantial political and economic disruption, uncertainty, and risk.
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.
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.
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.
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 alternative purchasers in the merging and developing markets where we anticipate our plants may be located.
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.
We must conduct our activities in or related to foreign companies in compliance with the U.S.
Our common stock is quoted on the OTC Expert Market operated by the OTC Markets Group, Inc., under the ticker symbol “CPWR.” Not being listed on an established securities exchange has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of our company.
Further, our initial earnings, if any, will likely be retained to finance our growth.
We did not timely file our annual report for 2024 and our quarterly reports for the first and second quarters of 2025.
As a result, the OTC has identified the Company as delinquent in its SEC filings and our stock is only eligible to trade for unsolicited orders.
We are currently in the process of making our delinquent filings but cannot guarantee that we will be able to do so or that if we do, that we will remain current in our filings, which would limit the public information available about the Company and negatively impact the liquidity and trading price of our stock.
Our management concluded that our internal control over financial reporting was not effective as of December 31, 2024, due to a failure to maintain an effective control environment, failure of segregation of duties, failure of entity-level controls, and our sole executive’s access to cash.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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