Aivita Group Announces Filing of Certificate of Dissolution and Approval of Initial Liquidating Distribution

NEW YORK, Dec. 29, 2025 /PRNewswire/ -- Aivita Group Inc., formerly named EuroSite Power Inc. (previously traded on the OTCID Basic Market: EUSP, the "Company"), today announced the filing of its certificate of dissolution (the "Certificate of Dissolution") and approval of its initial liquidating distribution to stockholders (the "Initial Liquidating Distribution"), marking significant progress in its plan of dissolution and liquidation. This follows approval and consent of such action by the stockholders of the Company holding a requisite majority of the Company's issued and outstanding shares of Common Stock on December 18, 2025 (the "Consent").

Today, following notice of the proposed dissolution provided to the Financial Industry Regulatory Authority (commonly referred to as "FINRA") on December 19, 2025, and lapse of the applicable waiting period, OTC Markets announced that the Company's trading symbol has been removed from the OTC Markets.

Additionally, the Company filed the Certificate of Dissolution with the Office of the Secretary of State of the State of Delaware. This action formally commenced the statutory winding-up period of the Company.

In addition, on December 28, 2025, the Board of Directors (the "Board") approved via a Unanimous Written Consent the amount for the Initial Liquidating Distribution , as well as the necessary reserve for future obligations pursuant to both Delaware General Corporation Law and the terms of the Amended and Restated Plan of Liquidation and Distribution (the "Amended Plan") approved by the Board on December 16, 2025 and subsequent Consent by stockholders.

The Board has authorized an Initial Liquidating Distribution in the aggregate amount of $5,007,094. This equates to $0.05783 per outstanding share of the Company's Common Stock. The record date for determining the stockholders entitled to receive this distribution has been fixed as December 29, 2025 (the "Record Date"). Stockholders of record as of the close of business on the Record Date will be entitled to receive their pro rata portion of the Initial Liquidating Distribution.

In addition, pursuant to the Amended Plan and management's report, the Board has established a reserve in the amount of $1,250,000.00 (the "Contingency Reserve"). This Contingency Reserve is being set aside to provide reasonably for the Company's remaining, but not yet satisfied, obligations, as well as estimated costs of liquidation and potential future costs, claims, and liabilities, whether known or unknown.

The Company's paying agent, Broadridge Corporate Issuer Solutions, LLC, will distribute the necessary documentation, including a Letter of Transmittal, to all registered stockholders. Stockholders will be required to complete and submit this letter, along with their stock certificates, to exchange their shares for payment of the Initial Liquidating Distribution. Beneficial stockholders will be contacted by their bank or broker with instructions as to how to proceed.

The Company notes that the establishment of the Contingency Reserve means the Initial Liquidating Distribution will not be the final distribution. The Contingency Reserve will be held and applied in accordance with the Amended Plan, and the Board anticipates at least one more subsequent liquidating distribution of any remaining surplus after the winding-up process is complete. However, the Company has not determined the timing or amounts of subsequent liquidating distributions to stockholders and cannot assure that planned distributions will be consummated.

As a matter of U.S. federal income tax law, the Company intends for the dissolution to be a complete liquidation under the terms of Sections 331 and 336 of the Internal Revenue Code of 1986. As such, the distributions made under the Amended Plan are intended to be a return of capital to stockholders, not a distribution of income (a dividend). Stockholders should consult with their own tax and financial advisors regarding the specific tax treatment of the liquidating distributions, including any required foreign tax filings.

Future News Releases and Updates

Following dissolution and notice provided to FINRA, the Company has been removed from OTC Market's platform and all services have ended. In addition, the Company's obligation to provide current information for the purposes of SEC Rules 144(c)(2) and 10b-5 using the OTC Disclosure & News Service also ceased. The Company's website http://www.aivitagroup.com will also be taken down.

Stockholders will now only be updated about future liquidating distributions. This will be done using the Company's pay agent, Broadridge Corporate Issuer Solutions, LLC. 

Note also that if you currently subscribe to receive notice of a news release these subscriptions will be cancelled and you will no longer receive any automated notifications.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements, as disclosed on the Company's website and in financial statements held by OTC markets for the fiscal year ended December 31, 2024. This press release does not constitute an offer to buy or sell securities by the Company, its subsidiaries or any associated party and is meant purely for informational purposes. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

For further information: Investor Relations investor.relations@aivitagroup.com

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SOURCE Aivita Group Inc.