ITEM 1.01-ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT

On August 25, 2022, Ocean Thermal Energy Corporation (the "Company") entered into a Stock Purchase Agreement (the "Agreement") to sell OCEES International, Inc., a wholly owned subsidiary of the Company ("OCEES"), to Epaphus Global Energy, LLC ("Epaphus").

Epaphus is controlled by Jeremy Feakins, the Company's Chief Executive Officer and a director. The transaction was approved unanimously by the Company's directors who do not have an interest in the transaction.

In exchange for the sale of OCEES, the Company will receive:





    ·   $1,000,000 in the form of canceled amounts owed by the Company to certain
        individuals, including Mr. Feakins, who have assigned their right to
        receive those payments to Epaphus;
    ·   $75,000 in cash per month for 12 months following the date of the
        Agreement; and
    ·   70% of the net profit of any currently contemplated project to build an
        ocean thermal energy conversion power plant entered into by OCEES.

Under the terms of the Agreement, Epaphus has the unilateral right to return OCEES to the Company and receive a full refund of all portions of the purchase price paid as of the return of OCEES at any time for year following the date of the Agreement.




                  ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS

The following are filed as an exhibit to this report:





 Exhibit
 Number*                        Title of Document                         Location

 Item 10    Material Contracts
  10.65       Stock Purchase Agreement between Ocean Thermal Energy      This filing
            Corporation and Epaphus Global Energy, LLC, dated August
            23, 2022 and executed August 25, 2022.





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