Every 8-K that SPECTRAL CAPITAL CORP (FCCN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FCCN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FCCN filings page.
Spectral Capital Corp (symbol FCCN) furnished an updated investor presentation that outlines a proposed uplisting and equity offering alongside recent financial and operating data. The company plans a public offering of up to US$15,000,000 of common stock at an expected price range of US$4.00–US$5.00 per share under a Form S-1 that is not yet effective. Common stock is currently quoted on OTCQB as FCCN, and Spectral has applied to list on the Nasdaq Capital Market under the same symbol; the company states it will not proceed with the offering if Nasdaq listing is not approved.
The presentation shows rapid, acquisition-driven scale: total revenue reached US$646.8 million for the six months ended June 30, 2026, up from zero in 2024 and US$21.8 million in 2025, producing gross profit of US$5.47 million but a loss from operations of US$4.84 million. Net income for the first half of 2026 was US$2.02 million, which includes a non-cash gain from the change in fair value of acquisition-related contingent consideration. As of June 30, 2026, Spectral reported total assets of US$223.8 million, total liabilities of US$166.6 million and stockholders’ equity of US$57.2 million, with US$5.3 million of cash and a receivables-backed financing facility providing working capital.
Spectral Capital Corporation approved the issuance of 6,924,700 earn-out shares of common stock as additional consideration under its stock purchase agreement with Telvantis, Inc. after the 2026 performance milestones were achieved.
The new shares are allocated among Daniel Contreras, OTUS LLC, MEXEDIA DAC, and CODEVERSE LLC, with MEXEDIA DAC receiving 4,500,000 shares, or about 4.7% of the post-issuance shares. This brings total shares issued under the agreement to 7,924,700 of a 10,000,000-share maximum. The unregistered offering relied on the Section 4(a)(2) and Rule 506(b) private placement exemptions, with all recipients representing accredited investor status and agreeing to lock-up and “trickle-out” transfer restrictions.
Spectral Capital Corporation filed an amended Form 8-K to add full financial statements for its acquisition of Telvantis Voice Services, Inc. The amendment includes audited carved-out results for 2023–2024, unaudited nine-month 2025 figures, and detailed pro forma financials showing the combined business.
Telvantis generated total revenues of $215.4 million in 2023 and $22.5 million in 2024, with 2024 net income of $3.4 million$149.7 million in revenues and a $2.8 million net loss, reflecting heavy use of related-party financing and factoring facilities.
As of December 31, 2024, Telvantis had $42.2 million in assets, $38.1 million in liabilities, and equity of $4.1 million, with negative working capital of about $1.1 million. Management discloses a sharp revenue decline in 2024 tied to a halt in third-party working capital financing, followed by restructuring, new financing, and cost cuts that it believes support going-concern status.
The pro forma schedules illustrate how acquiring 100% of Telvantis, in exchange for 1.5 million Spectral shares at closing plus up to 8.5 million additional earn-out shares, could affect Spectral’s balance sheet and earnings if the deal had been in place earlier.
Spectral Capital Corporation reported signing a Binding Term Sheet to acquire 100% of the equity of Italian company Intermatica S.p.A. The proposed consideration is 5,000,000 shares of Spectral common stock at closing, subject to escrow, buy-back, standstill and minimum value protection provisions.
The Term Sheet also allows for issuance of up to an additional 5,000,000 shares as performance-based earn-out over a multi-year period, for a maximum of 10,000,000 shares in total. It further states that no Intermatica shareholder may beneficially own more than 4.9% of Spectral’s outstanding common stock at any time.
The transaction is conditioned on due diligence, including a potential PCAOB-qualified audit of Intermatica, negotiation and signing of a definitive stock purchase agreement, customary closing conditions, and board approvals. The company cautions there is no assurance that a definitive agreement will be executed or that the transaction will close.
Spectral Capital Corporation disclosed that it entered into a Definitive Stock Purchase Agreement to acquire 100% of Telvantis Voice Services, Inc., a Florida corporation. The consideration consists of up to 10,000,000 shares of Spectral common stock, including 1,500,000 shares issued at closing and up to 8,500,000 additional shares tied to revenue and operating profit milestones during fiscal year 2026.
The acquisition closed on December 31, 2025, and Telvantis Voice Services will be consolidated into Spectral’s financial statements from that date. All shares issued under the agreement are subject to a twelve‑month lock‑up, a 4.9% beneficial ownership cap, and other transfer restrictions, with additional earn‑out, minimum share value, rescission, and indemnification provisions. The company intends the transaction to qualify as a tax‑free reorganization and issued the closing shares as restricted securities in a private offering under Section 4(a)(2) and/or Regulation D.
Spectral Capital Corporation reported that its Board appointed Daniel Gilcher, age 39, as Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective January 3, 2026. He currently serves as Chief Financial Officer and a Director of Mexedia and previously held senior finance roles at Nuvo, bringing experience in going‑public transactions, mergers and acquisitions, and capital raising across equity, debt, and complex instruments.
The company highlighted his extensive academic background, including a Ph.D. in Empirical Finance, an MBA, and multiple advanced finance degrees, with research published in peer‑reviewed journals. In connection with the previously disclosed acquisition of 42 Telecom, Gilcher received 400,000 shares of Spectral Capital common stock as part of the transaction consideration on August 1, 2025, before his appointment as an executive officer. The shares were issued as deal consideration, not as compensation, the company received no cash proceeds, and the transaction was approved by the Board. The company plans to disclose his compensation arrangements in a later filing.
Spectral Capital Corporation reported a change in its board leadership structure. On December 27, 2025, the Board of Directors appointed Dr. Olga Nezerenko as an independent director. She brings more than 20 years of leadership experience in logistics, transport, and academic program development, along with a PhD in Economics and Business Administration from Tallinn University of Technology.
Dr. Nezerenko has led the Logistics Study Programme at the Estonian Entrepreneurship University of Applied Sciences since 2004, overseeing curriculum development, applied research supervision, and industry partnerships. She also participates in sector organizations, including the Estonian Logistics and Freight Forwarding Association and the Transport and Logistics Professional Chamber, which the company expects will add valuable strategic insight to the board.
Spectral Capital Corporation (FCCN) announced that its Board of Directors appointed Gottfried Werner as an independent director effective November 19, 2025. Werner’s background spans tax consulting, leadership at an international Swiss-based leasing company, and founding his own investment and consulting firm focused on impact investing, IT, telecommunications, media, entertainment, and human resources. He currently operates what is described as the largest independent telecommunications retail network in Germany, serves on multiple company boards, and owns a consulting firm that supports lobbying and business relations between German and English-speaking markets. This move expands the company’s board with additional international and sector-specific experience.
Spectral Capital (FCCN) reported updates on two telecom assets. The company furnished a press release with preliminary, unaudited 2025 results from pending acquisition target Telvantis Voice Services and revenue guidance from recently acquired 42 Telecom Ltd.
Spectral expects to close the Telvantis acquisition on or about December 19, 2025, after which Telvantis will be a wholly owned subsidiary and consolidated from that date. 42 Telecom, acquired effective August 1, 2025, provided management guidance for approximately $30 million in 2025 revenue. Consistent with purchase accounting, only revenue generated after August 1, 2025 is included in Spectral’s 2025 consolidated results.
Spectral Capital Corporation (FCCN) completed an asset acquisition and a financing. On October 15, 2025, the company acquired rights to twenty‑one patentable innovations related to native AI operating systems, FPGA optimization, and security/remote synchronization from Eliznikcomp OÜ. As consideration, Spectral issued 9,000,000 shares of common stock to Eliznikcomp’s shareholders at closing.
Concurrently, Spectral initiated a private placement under Section 4(a)(2) and Regulation D, offering up to 1,000,000 shares at $1.30 per share for potential gross proceeds of up to $1,300,000. The offering was made to accredited investors without general solicitation, with proceeds earmarked for general corporate and working capital purposes.
Spectral Capital Corporation filed an 8‑K/A (Amendment No. 1) to provide the required financial statements and pro forma information related to its completed acquisition of 42 Telecom, Ltd.
The acquisition, previously disclosed, involved issuing 8,000,000 Spectral common shares and placing an additional 8,000,000 shares into escrow, subject to earnout and performance milestones, making 42 Telecom a wholly owned subsidiary.
The amendment includes: audited consolidated financial statements of 42 Telecom as of December 31, 2024 and 2023, unaudited interim consolidated financial statements for the period ended June 30, 2025, and unaudited pro forma combined financial information as of June 30, 2025. Other disclosures from the original report remain unchanged.
Spectral Capital (FCCN) proposes a conditional investment into the Snack Prompt business unit that combines an up-front funding package, performance-based earn-out shares, and management and governance terms. Spectral will commit up to $5,000,000 including $700,000 at closing for AI newsletter development and $1,500,000 at closing toward a growth budget. Additional funding is structured as $500,000 tranches released for each $300,000 increase in annual recurring revenue (ARR).
The earn-out allows up to 8,500,000 shares tied to milestones, with performance milestones anchored at $4,000,000 ARR and pro rata release in $300,000 ARR increments. Management terms give Eder Teixeira a $175,000 base salary with bonus up to 50%, the right to appoint one Spectral board member, and a CMO hire at $10,000 per month.
Closing is conditional on audited financial statements for 2023–2024 with review through September 30, 2025 by a PCAOB-registered firm, a Snack Prompt-funded valuation from a Top 10 accounting firm showing valuation ≥ $20,000,000, a technology audit, completion of due diligence and approvals, definitive agreements, and Spectral paying $525,000 to a seed investor in exchange for a full release.
Spectral Capital Corporation entered into a binding term sheet to acquire 100% of the capital stock of Telvantis Voice Services, Inc., a Florida corporation. The all-stock consideration totals 10,000,000 shares of Spectral common stock, including 1,500,000 initial shares issued at closing and up to 8,500,000 additional earn-out shares tied to performance milestones.
Telvantis shareholders may receive the earn-out shares if Telvantis reaches specified 2026 operating profit or revenue milestones, including $10,000,000 in annualized operating profit or $665,000,000 in annualized revenue at comparable margins. The shares will be subject to a 12-month lock-up period, which may be extended or canceled depending on whether these milestones are met.
Closing is subject to customary conditions, including due diligence, delivery of audited U.S. GAAP financial statements audited by a PCAOB-registered firm, and board approvals for both companies. The parties intend to negotiate a definitive stock purchase agreement, and Spectral’s common stock trades on the OTC under the symbol FCCN.