GTLL Global Technologies Ltd (PK)

ITEM 1:

FILE AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

TO EFFECT A REVERSE STOCK SPLIT OF OUR CLASS A COMMON STOCK, DECREASE OUR AUTHORIZED CLASS A COMMON STOCK, INCREASE OUR AUTHORIZED PREFERRED STOCK AND CHANGE THE NAME OF THE CORPORATION

On March 9, 2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus Power, Inc. (“Tersus Power”), a Nevada corporation, and the Tersus Shareholders. Under the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the Company’s Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholders (the “Exchange Ratio”). Such shares of the Company’s Class A Common Stock shall collectively (i) be referred to as the “Exchange Shares”, and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to “Tersus Power, Inc.”, a Delaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred stock (none of which will be authorized as a particular series), (ii) the Company will have completed, and FINRA will have recognized and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to the Parties, (iii) all of the holders of the Company’s Series K Preferred Stock and Series L Preferred Stock will have converted their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed to the Company’s Board of Directors.

As of March 31, 2022, the Company had 13,449,828,986 shares of Class A Common Stock outstanding. Taking into account the proposed 1:4000 reverse stock split, the Company would have 3,362,457 shares of Class A Common Stock outstanding. As per the terms of the Exchange Agreement, the Company would issue its Series K Preferred Stock shareholder 1,000,000 shares of Class A Common Stock, its Series L Preferred Stock shareholders a total of 8,832,000 shares of Class A Common Stock and the Tersus Shareholders a total of 39,583,371 shares of Class A Common Stock. The above numbers are subject to adjustment based on the number of shares of Class A Common Stock outstanding at Closing.

No regulatory approvals are required in connection with our acquisition of Tersus Power.

On March 11, 2022, the Board unanimously approved the filing of an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to effect a reverse stock split of the Company’s Class A Common Stock on the ratio of 1:1,000 to 1:4,000 (“Reverse Stock Split”), decrease the number of authorized shares of the Company’s Class A Common Stock from 14,991,000,000 to 500,000,000, to increase the number of authorized shares of the Company’s Preferred Stock from 5,000,000 to 10,000,000 and change the name of the corporation to Tersus Power, Inc. On March 21, 2022, the Majority Consenting Stockholders delivered executed written consents in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the proposed Actions.

The Board will effect the Reverse Stock Split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change, if at all, by filing the Restated Certificate with the Secretary of State of the State of Delaware, which will occur no sooner than 20 calendar days after the date this Information Statement has been mailed to stockholders. After such 20-day period, the Board has the authority to file the Restated Certificate to effect the Reverse Stock Split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change at any time prior to the one-year anniversary of the date of the Stockholder Consent. A form of the Restated Certificate is attached to this Information Statement as Appendix A. No further action on the part of our stockholders is required to authorize or effect the reverse stock split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change.

The ability to proceed without a special meeting of the stockholders to approve, adopt and/or ratify the Corporate Actions is authorized by Sections 211 and 228 of the DGCL which provides that, unless otherwise provided in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, action required or permitted to be taken at a meeting of our stockholders may be taken without a meeting if a written consent that sets forth the action so taken is signed by stockholders holding at least a majority of the voting power of the Company, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such consent shall have the same force and effect as a majority vote of the stockholders and may be stated as such in any document. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws do not contain any provisions contrary to the provisions of Sections 211 and 228 of the DGCL. Thus, to eliminate the costs to us and management time involved in holding a special meeting, and in order to take the Corporate Actions as described in this Information Statement, several of our stockholders representing in excess of 50% of the voting stock executed and delivered a written consent to us.

Our Board unanimously approved the Restated Certificate, subject to stockholder approval, and on March 21, 2022, the holders of approximately 96.40% of the voting shares of our Common and Preferred Stock executed and delivered to us the Stockholder Consents approving the filing of the Restated Certificate to effect a Reverse Stock Split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change.

Accordingly, we have obtained all corporate approval required for the filing of the Restated Certificate. We do not require, and we are not seeking any further consent from stockholders to file the Restated Certificate. This Information Statement is furnished solely for the purposes of advising stockholders of the approval of the Restated Certificate and giving stockholders notice of the filing of the Restated Certificate, as required by the DGCL and the Exchange Act.

Effects of Reverse Stock Split:

Reasons for the Reverse Stock Split

The Board’s primary objectives in effecting the Reverse Stock Split, if necessary or if the Board otherwise desires, is to enable the Board to (i) Close on the Share Exchange Agreement with Tersus Power, Inc. and the Tersus Shareholders, (ii) raise the per share trading price of our Class A Common Stock, which is currently trading only on the OTC Marketplace “PINK”, to allow for a listing of our Class A Common Stock on one of the Exchanges, and (iii) enable the Board to facilitate capital raising by the Company by attracting a broader audience of potential investors, either in connection with listing on an Exchange or otherwise. Our Board has determined that by increasing the market price per share of our Class A Common Stock, we would meet the stock price element of the initial listing requirements of each of the Exchanges and our Class A Common Stock could be initially listed on one of the Exchanges. Our Board concluded that the liquidity and marketability of our Class A Common Stock will be adversely affected if it is not listed on an Exchange as investors can find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our Class A Common Stock. Our Board believes that current and prospective investors may view an investment in our Class A Common Stock more favorably if our Common Stock is quoted on one of the Exchanges.

Our Board also believes that the Reverse Stock Split and any resulting increase in the per share price of our Class A Common Stock should enhance the acceptability and marketability of our Class A Common Stock to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our Class A Common Stock. Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our Class A Common Stock.

While we believe that we will likely seek to implement the Reverse Stock Split in connection with a contemplated uplisting onto an Exchange and subsequent financing activities, we cannot assure you that the Board will ultimately determine to effect the Reverse Stock Split or if effected, at what ratio it will be effected or that the Reverse Stock Split will have any of the desired effects described above. More specifically, we cannot assure you that after the Reverse Stock Split the market price of our Class A Common Stock will increase proportionately to reflect the ratio for the Reverse Stock Split, that the market price of our Class A Common Stock will not decrease to its pre-split level, or that our market capitalization will be equal to the market capitalization before the Reverse Stock Split. Moreover, and notwithstanding the flexibility afforded to the Board as a result of having the ability to implement the Reverse Stock Split, the Board is not legally committed to (i) implementing the Reverse Split, (ii) listing the Class A Common Stock on an Exchange or (iii) undertaking any financing in connection therewith.

Potential Disadvantages of the Reverse Stock Split

As noted above, the principal purpose of the Reverse Stock Split would be to help increase the per share market price of our Class A Common Stock by up to a factor of four thousand. However, we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time. While we expect that the reduction in the number of outstanding shares of Class A Common Stock will increase the market price of our Class A Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Class A Common Stock by an equivalent multiple, or result in any permanent increase in the market price of our Class A Common Stock. The price of our Class A Common Stock is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Stock Split, then the value of our Company as measured by our stock capitalization will be reduced, perhaps significantly.

Furthermore, and importantly, in order to qualify for listing on an Exchange, the Class A Common Stock will need to trade above a required dollar value per share ($4.00 per share for the Nasdaq Capital Market and $3.00 per share for the NYSE American) for 30 days in any 60 day period following the Reverse Stock Split, and there is a risk that this key threshold for listing the Class A Common Stock on an Exchange will not be met, which would lead to the inability to have the Class A Common Stock listed on an Exchange. Investors or potential investors in the Class A Common Stock should not hold their investments or make new investments in the Class A Common Stock in reliance on the fact that the Class A Common Stock will qualify for listing on an Exchange.

The number of shares held by each individual stockholder would be reduced if the Reverse Stock Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. This has two disadvantages. First, each of the Exchanges requires that we have a certain number of round lot stockholders to be initially listed (the Nasdaq Marketplace Rules require that we have 300 round lot stockholders and the NYSE American requires that we have 400 round lot stockholders). Second, the transaction costs to stockholders selling “odd lots” are typically higher on a per share basis. Consequently, the Reverse Stock Split could increase the transaction costs to existing stockholders in the event they wish to sell all or a portion of their position.

Although our Board believes that the decrease in the number of shares of our Class A Common Stock outstanding as a consequence of the Reverse Stock Split and the anticipated increase in the market price of our Class A Common Stock could encourage interest in our Class A Common Stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.

Effecting the Reverse Stock Split

Any time twenty calendar days following the date of this Information Statement, if our Board concludes that it is in the best interests of our Company and our stockholders to effect the Reverse Stock Split, the Restated Certificate will be filed with the Secretary of State of the State of Delaware. The actual timing of the filing of the Restated Certificate with the Secretary of State of the State of Delaware to effect the Reverse Stock Split will be determined by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Stock Split may be abandoned at any time prior to the filing of the Reverse Certificate, without further action by our stockholders. The Reverse Stock Split will be effective as of the date of filing with the Secretary of State of the State of Delaware (the “Effective Time”). Upon the filing of the Restated Certificate, without further action on our part or our stockholders, the outstanding shares of Class A Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Stock Split ratio as determined by the Board. For example, if you presently hold 4,000 shares of our Class A Common Stock, you would hold 1 shares of our Class A Common Stock following the Reverse Stock Split if the ratio is one-for-four thousand.

The table below sets forth the number of shares of our Class A Common Stock outstanding before and after the Reverse Stock Split based on 13,449,828,986 shares of Common Stock outstanding as of the Record Date.

Effect on Registration and Stock Trading

We are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect the registration of our Class A Common Stock. If the proposed Reverse Stock Split is implemented and our application for initial listing is otherwise accepted on either of the Exchanges, we will request that our Class A Common Stock be initially listed under the symbol “TSPW” however we cannot guarantee that the Exchanges will permit our use of “TSPW.” If “TSPW” is not available to us, we will announce our new symbol as soon as practicable.

Fractional Shares; Exchange of Stock Certificates

Our Board does not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we do not expect to issue certificates representing fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share because the number of shares of Class A Common Stock they hold before the Reverse Stock Split is not evenly divisible by the Reverse Stock Split ratio that number of shares of Class A Common Stock as rounded up to the nearest whole share. For example, if a stockholder holds 150.25 shares of Class A Common Stock following the Reverse Stock Split, that stockholder will receive certificate representing 151 shares of Class A Common Stock. No stockholders will receive cash in lieu of fractional shares.

As of the Record Date, we had 148 holders of record of our Class A Common Stock (although we have significantly more beneficial holders). We do not expect the Reverse Stock Split and the rounding up of fractional shares to whole shares to result in a significant reduction in the number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the Reverse Stock Split.

On or after the Effective Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his, her or its post-Reverse Stock Split shares only by sending the exchange agent (who will be the Company’s transfer agent) the stockholder’s old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as we may require. Stockholders will not receive certificates for post-Reverse Stock Split shares unless and until their old certificates are surrendered. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The exchange agent will send each stockholder, if elected in the letter of transmittal, a new stock certificate after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s). A stockholder that surrenders his, her or its old stock certificate(s) but does not elect to receive a new stock certificate in the letter of transmittal will be deemed to have requested to hold that stockholder’s shares electronically in book-entry form with our transfer agent.

Certain of our registered holders of Class A Common Stock hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our Class A Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, the stockholder may return a properly executed and completed letter of transmittal.

Stockholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures and stockholders holding shares in street name should contact their nominees. Stockholders will not have to pay any service charges in connection with the exchange of their certificates.

Anti-Takeover and Dilutive Effects

As previously described, although the Reverse Stock Split will not have any dilutive effect on our stockholders, the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will increase, because we will be reducing our authorized shares of Class A Common Stock. The shares of Class A Common Stock that are authorized but unissued provide our Board with flexibility to effect, among other transactions, public or private refinancings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Reverse Stock Split will give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or the rules of the Exchanges. The Reverse Stock Split is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued Class A Common Stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.

In addition, the issuance of additional shares of Class A Common Stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share and the book or market value of our outstanding Class A Common Stock, depending on the circumstances, and would likely dilute a stockholder’s percentage voting power in us. Holders of our Class A Common Stock are not entitled to preemptive rights or other protections against dilution. Our Board intends to take these factors into account before authorizing any new issuance of shares.

Accounting Consequences

As of the Effective Time, the stated capital attributable to the Class A Common Stock on our balance sheet will be reduced proportionately based on the Reverse Stock Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of our Class A Common Stock outstanding.

Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our Class A Common Stock. This summary addresses the tax consequences only to a beneficial owner of our Class A Common Stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our Class A Common Stock (a “U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law or persons that do not hold our Class A Common Stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Stock Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Class A Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon the Reverse Stock Split. Accordingly, the aggregate tax basis in the Class A Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis in the Class A Common Stock surrendered and the holding period for the Class A Common Stock received should include the holding period for the Common Stock surrendered.

Reasons for a Decrease in the Authorized Class A Common Stock:

As per the terms of the Share Exchange Agreement with Tersus Power, Inc. and the Tersus Power shareholders, the Company is required to reduce the number of shares of authorized Class A Common Stock from 14,991,000,000 to 500,000,000.

The decrease in the number of authorized shares of the Company’s Class A Common Stock from 14,991,000,000 shares to 500,000,000 shares was approved by stockholders holding a majority of the voting rights.

Reasons for an Increase in the Authorized Preferred Stock:

The Board and the Majority Consenting Stockholders believe that it is prudent to increase the number of authorized shares of Preferred Stock in order to maintain a reserve of shares available for immediate issuance to meet business needs, such as strategic acquisition opportunities. The Board and the Majority Consenting Stockholders believe that maintaining such a reserve will save time and money in responding to future events requiring the issuance of additional shares of Preferred Stock, such as strategic acquisitions.

All authorized but unissued shares of Preferred Stock will be available for issuance from time to time for any proper purpose approved by the Board (including issuances in connection with issuances to raise capital, effect acquisitions or provide stock-based employee compensation), without further vote of our stockholders, except as required under applicable law. Except for the terms of the Share Exchange Agreement, there are currently no arrangements, agreements or understandings for the issuance of the additional shares of authorized Preferred Stock. Except as otherwise described in this Information Statement, the Board does not presently intend to seek further stockholder approval of any particular issuance of shares unless such approval is required by law.

In general, the issuance of any new shares of Preferred Stock may cause immediate dilution to the Company’s existing stockholders, may affect the amount of any dividends paid to such stockholders and may reduce the share of the proceeds of the Company that they would receive upon liquidation of the Company. Another effect of increasing the Company’s authorized Preferred Stock may be to enable the Board of Directors to render it more difficult to, or discourage an attempt to, obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management.

The increase in the number of authorized shares of the Company’s Preferred Stock from 5,000,000 shares to 10,000,000 shares was approved by stockholders holding a majority of the voting rights.

Change of Name to Tersus Power, Inc.:

In connection with the Company’s entry into the Share Exchange Agreement with Tersus Power, Inc. and the Tersus shareholders, the Company will enter into an Agreement and Plan of Merger with its new wholly-owned subsidiary. Tersus Power, Inc. (hereinafter, “Tersus Delaware”), a Delaware corporation. Tersus Delaware was incorporated with the State of Delaware on March 15, 2022.

The Change of Name will result in the Company changing its trading symbol. The Company will request that its trading symbol is changed to “TSPW.” If “TSPW” is not available to us, we will announce our new symbol as soon as practicable. The Change of Name and symbol may cause a temporary inconvenience with regard to the name recognition of the Company. However, management believes that the potential advantages that will accrue to the Company as a result of the Change of Name will outweigh any temporary disadvantages that may occur.

The Change of Name of the corporation from Global Technologies, Ltd to Tersus Power, Inc. was approved by stockholders holding a majority of the voting rights.

No appraisal rights

No. None of the DGCL, our Certificate of Incorporation or our Bylaws provides holders of capital stock with dissenters’ or appraisal rights in connection with the Actions described in this Information Statement.

Effective date of the Restated Certificate

The Board will effect the reverse stock split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change, if at all, by filing the Restated Certificate with the Secretary of State of the State of Delaware, which will occur no sooner than 20 calendar days after the date this Information Statement has been mailed to stockholders. After such 20-day period, the Board has the authority to file the Restated Certificate to effect the reverse stock split, decrease in authorized Class A Common Stock, increase in authorized Preferred Stock and name change at any time prior to the one-year anniversary of the date of the Stockholder Consent.

INFORMATION ABOUT TERSUS POWER, INC. (NEVADA)

Tersus Power Inc.

Tersus Power Inc. (“Tersus Power”), a Nevada Corporation, was founded in 2021 as a hydrogen engineering design and consulting firm and a contract manufacturer. The company designs both a modular hydrogen fueling stations and a hydrogen storage system. The company intends to assemble its products at a third-party manufacturing facility located in Pittsburg Pennsylvania at metroplex.

The Companies modular hydrogen fueling station is based on the principals of a Steam Reformer known as an SMR (steam methane reformer). At present, steam reforming produces most of the world’s hydrogen. An SMR combines renewable natural gas and water with a steam reforming process to create hydrogen. The Company is designing a more advanced onsite hydrogen production system that will generate up to 1,250kg/day of hydrogen. Tersus Power is completing the first modular design of a high production volume hydrogen generator that can fit in a 1,000 square foot space at a gasoline filling station. This small footprint allows the system to be installed in a portion of existing gasoline stations minimizing the buildout of new fueling sites. The small modular design of the Company’s hydrogen fueling station is part of the critical infrastructure needed for adoption of fuel cell vehicles. To address the demand of long-haul fuel cell trucks, four modular fuel stations can be combined together and placed at truck stops that will produce up to 5000kg/day of hydrogen.

Tersus Power has designed a unique and proprietary hydrogen gas storage system that can be sold with its modular fueling station or sold separately. Hydrogen can be stored as either a gas or a liquid. At present, storage of hydrogen as a gas requires high-pressure tanks (350–700 bar [5,000–10,000 psi] tank pressure) and typically requires large-volume systems. Storage of hydrogen as a liquid requires cryogenic temperatures because the boiling point of hydrogen at one atmosphere pressure is −252.8°C. These two hydrogen storage systems are not feasible for a small footprint hydrogen fueling station. Tersus Power has developed a hydrogen storage system called “Active Storage.” Active Storage is unique to Tersus Power’s onsite hydrogen production solution and based on compressed gas storage, using advanced pressure vessels made of fiber reinforced composites that are capable of reaching 700 bar pressure, with a major emphasis on system cost reduction. Unique to Active Storage is the availability of 100 percent of the stored hydrogen gas at dispensing pressure without the need to re-compress the gas like in current cascaded and liquid storage solutions. Active Storage is in the final phase of design, metals and other materials are being tested, Active Storage will also be assembled in Pittsburg.

Manufacturing Supply Agreement

On June 14, 2021, the Company entered into a Manufacturing Supply Agreement (the “MSA”) with PowerTap Hydrogen Fueling Corporation (“PowerTap”). Under the terms of the Agreement, the Company agreed to manufacture and sell to PowerTap ten (10) PowerTap Gen3 hydrogen fuel generators in accordance with mutually agreed up specifications. The total value of the MSA was $52.4 million.

The MS included a schedule of down payment installments from PowerTap to support the Company in acquiring and assembling the specified components, with the first 3 generators scheduled to ship to installation sites on February 11, 2022, with the remaining nine generators shipping between April 29, 2022 and July 29, 2022. PowerTap agreed to provide the first installment payment of $3 million on June 14, 2021, with additional installment payments during the manufacturing schedule.

PowerTap was not able to fund the financial commitments within the MSA. On June 28, 2021, the Company and PowerTap entered into an Amendment (the “Amendment”) to adjust the MSA schedule and funding with an immediate installment payment, and with the first generator being ready for shipment in mid-May 2022.

PowerTap was not able to meet the funding terms of the Amendment, and in September 2021 PowerTap requested the Company continue to enhance the completed initial design through additional design phase funding by PowerTap of $340,000. PowerTap submitted a down payment for the additional design work of $75,000 in late September, with the $265,000 balance due in early October. PowerTap did not pay the balance due, is not expected to make this payment and is in default on the original MSA and Amendment.

Michael Rosen, age 69, Founder, Director and President of Tersus Power since February 2021. Mr. Rosen has guided supply chain and manufacturing for portfolio companies of Bain Capital since 2007 and also New Mountain Capital since 2018, participating in acquisition due diligences and implementing individual portfolio company improvement plans. From April 2005 to July 2007 Mr. Rosen was VP of Operations for Home Depot’s supply businesses including participating in acquisition due diligences, operating businesses and implementing expansion plans. From March 1996 to February 2005 Mr. Rosen was Sr VP of Logistics, Manufacturing, Sales and Retail Systems for True Value Company. At Weyerhaeuser Company, from December 1979 to February 1996 Mr. Rosen held manufacturing, financial controller, information systems, human resources, business development and sales management positions, culminating as general manager of a distribution business. Mr. Rosen earned an MBA-PMD from Harvard Business School.

William Bossung, age 63, Founder, Director and Secretary of Tersus Power since February of 2021. Mr. Bossung serves as Secretary, Chief Financial Officer, and member of the Board of Directors of Healthy Extracts Inc from December 2014 till now. Mr. Bossung has a diverse background in Corporate Finance, Insurance and accounting. During January 2012 Mr. Bossung co-founded Splash Beverage Group, (SBEV) a beverage distribution company that distributes both alcohol and non-alcohol products. The company’s products are sold in over 25,000 retail locations.  From 2003 to August 2006 Mr. Bossung was co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore in August of 2006. From 1997 to 2002 Mr. Bossung was the Director of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ frequencies. Chadmoore aggregated over 5500 Specialized Mobile Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network. Mr. Bossung currently holds an Insurance License and earned a bachelor’s degree in accounting and finance from Bloomsburg State University.