UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2026
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SPECTRAL CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
| 000-50274
| 88-0472860
|
(State or other jurisdiction
of incorporation)
| (Commission File Number)
| (I.R.S. Employer
Identification No.)
|
701 Fifth Avenue, Suite 4200
Seattle, Washington 98104
(Address of principal executive offices, including zip code)
(206) 262-7799
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class
| Trading Symbol(s)
| Name of each exchange on which registered
|
None
| N/A
| N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 3.02. Unregistered Sales of Equity Securities.
On May 22, 2026, the Board of Directors (the “Board”) of Spectral Capital Corporation (the “Company” or “Spectral”) (i) determined that the post-closing performance milestones for fiscal year 2026 set forth in the Definitive Stock Purchase Agreement dated December 29, 2025 (the “Purchase Agreement”), by and between Spectral and Telvantis, Inc. (formerly Raadr, Inc.), a Nevada corporation (the “Seller”), filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 5, 2026 (the “Earn-Out Milestones”), have been achieved or duly accrued for issuance, and (ii) authorized the issuance to the recipients identified below (each, a “Holder”) of an aggregate of 6,924,700 shares of the Company’s common stock, par value $0.0001 per share (the “Earn-Out Shares”), as additional consideration under the Purchase Agreement, in the amounts set forth below:
Recipient
| Earn-Out Shares
| Approx. %
of Outstanding
(post-issuance)
|
Daniel Contreras
| 57,400
| ~0.1%
|
OTUS LLC
| 1,041,000
| ~1.7%
|
MEXEDIA DAC
| 4,500,000
| ~4.7%
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CODEVERSE LLC
| 1,326,300
| ~1.7%
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Total
| 6,924,700
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The Earn-Out Shares were issued pursuant to four Directions of Issuance delivered by the Seller to the Company in accordance with the direction-of-issuance mechanic contemplated by the Purchase Agreement. Following the issuance of the Earn-Out Shares, the aggregate number of shares of Company common stock issued under the Purchase Agreement is 7,924,700 of the 10,000,000-share maximum aggregate consideration provided for therein.
The Earn-Out Shares were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. No form of general solicitation or general advertising was used in connection with the issuance. Each Holder represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it acquired the Earn-Out Shares for its own account for investment purposes and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. The Earn-Out Shares were issued in book-entry form bearing a restrictive legend referencing Rule 144 under the Securities Act and the transfer restrictions set forth in a Lock-Up and Trickle-Out Agreement entered into between the Company and each Holder concurrently with the issuance (each, a “Lock-Up Agreement”), the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
| Description
| Reference
|
10.1
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and Daniel Contreras.
| Filed herewith
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10.2
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and OTUS LLC.
| Filed herewith
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10.3
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and MEXEDIA DAC.
| Filed herewith
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10.4
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and CODEVERSE LLC.
| Filed herewith
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104
| Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SPECTRAL CAPITAL CORPORATION
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Date: May 27, 2026
| By: __________________________________
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| Name: Jenifer Osterwalder
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| Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
| Description
| Reference
|
10.1
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and Daniel Contreras.
| Filed herewith
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10.2
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and OTUS LLC.
| Filed herewith
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10.3
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and MEXEDIA DAC.
| Filed herewith
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10.4
| Form of Lock-Up and Trickle-Out Agreement, dated May 22, 2026, by and between Spectral Capital Corporation and CODEVERSE LLC.
| Filed herewith
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104
| Cover Page Interactive Data File (embedded within the Inline XBRL document).
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