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SecureTech Innovations (SCTH) names Robert J. Williams as NASDAQ-contingent independent director

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SecureTech Innovations, Inc. reported that its Board has nominated Robert J. Williams, CPA, age 66, to serve as an independent director and member of its Audit, Nomination, and Compensation Committees. His appointment will become effective only after the company’s common stock is approved for listing on the NASDAQ Capital Market and directors’ and officers’ liability insurance is obtained at levels satisfactory to the Board.

Williams has more than four decades of experience in tax strategy, forensic accounting, and transactional advisory services, including 20 years at Ernst & Young, where he retired as Partner-in-Charge of the Real Estate Tax Practice in the San Diego office. The company notes that he is the third independent director nominee, alongside previously announced nominees Brian Zucker and Robert V. Castro, supporting its effort to meet NASDAQ’s independent director and committee requirements.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Nominee age 66 years Age of Robert J. Williams, CPA, nominated as independent director
Experience duration more than four decades Williams’ experience in tax strategy, forensic accounting, and advisory services
Ernst & Young tenure 20 years Time Williams spent at Ernst & Young before retiring as Partner-in-Charge
Team size led at EY 36 professionals Size of real estate tax team Williams led in EY’s San Diego office
Top homebuilders represented 7 of the top 10 Number of leading U.S. homebuilders Williams represented simultaneously at EY
independent director financial
"nominated Robert J. Williams, CPA, age 66, to serve as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"to serve as an independent director and as a member of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
NASDAQ Capital Market financial
"the Company’s common stock has been approved for listing on the NASDAQ Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
directors’ and officers’ liability insurance financial
"the Company has obtained directors’ and officers’ liability insurance (“D&O Insurance”) coverage"
forensic accounting financial
"served as tax leader on the forensic accounting team that investigated one of the largest savings and loans"
Forensic accounting is a specialized form of financial investigation where accountants act like detectives to examine records, trace money flows, and uncover fraud, embezzlement, or significant accounting errors. Investors care because these inquiries reveal hidden risks, misreported results, or weakened controls that can materially change a company’s value or future payouts, and their findings are often used in legal or regulatory actions to hold parties accountable.
forward-looking statements financial
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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): April 13, 2026

 

 

                          SecureTech Innovations, Inc.                       

 (Exact name of registrant as specified in its charter)

 

 

Wyoming

 

000-55927

 

82-0972782

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

 

           2355 Highway 36 West, Suite 400, Roseville, MN  55113

 (Address of principal executive offices and zip code)

 

 

                                    (651) 317-8990                             

 (Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) 

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) 

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

SCTH

 

OTCQB

 


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.

¨

 

Forward-Looking Statements

 

This Form 8-K and other reports filed by SecureTech Innovations, Inc. ("SecureTech") with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward-looking statements and information based on our management's beliefs, current information, estimates, and assumptions. Words like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately,' and similar expressions identify these forward-looking statements as they relate to our business or management. Such statements reflect our management’s current view regarding future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K) that relate to our industry, operations, and results. If these risks or uncertainties materialize or, if our assumptions prove incorrect, actual results may differ significantly from those anticipated in these forward-looking statements.

 

While we believe the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including US securities laws, we do not intend to update any forward-looking statements in this Form 8-K or elsewhere.

 

Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On April 13, 2026, the Board of Directors ("Board") of SecureTech Innovations, Inc. (“SecureTech” or "Company") nominated nominated Robert J. Williams, CPA, age 66, to serve as an independent director and as a member of the Audit Committee, the Nomination Committee, and the Compensation Committee of the Board, subject to and effective upon the conditions described below.

 

Conditions to Effectiveness of Appointment.  Mr. Williams’ appointment to the Board, the Audit Committee, the Nomination Committee, and the Compensation Committee will not become effective until the following conditions have been satisfied: (i) the Company’s common stock has been approved for listing on the NASDAQ Capital Market and such listing has become effective; and (ii) the Company has obtained directors’ and officers’ liability insurance (“D&O Insurance”) coverage at coverage levels satisfactory to the Board. Until both conditions have been satisfied, Mr. Williams will not be deemed a director of the Company for any purpose, including for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or the rules of the NASDAQ Capital Market. The Company is disclosing Mr. Williams’ nomination at this time pursuant to Item 5.02(d) of Form 8-K to provide timely disclosure of the nomination.

 

Background and Qualifications.  Mr. Williams brings more than four decades of experience in tax strategy, forensic accounting, and transactional advisory services. He spent twenty years at Ernst & Young (“EY”), one of the world’s largest professional services organizations, where he retired as Partner-in-Charge of the Real Estate Tax Practice in EY’s San Diego office. In that role, he led a team of thirty-six professionals and was responsible for a significant book of client business spanning the real estate and homebuilding sectors.

 

At EY, Mr. Williams developed recognized expertise in Internal Revenue Code Section 263A and its application to real estate and homebuilding companies. He provided key guidance to the U.S. Treasury Department on regulatory provisions that were subsequently incorporated into federal tax regulations. In 1993, he authored an article in the Real Estate Tax Digest on IRC Section 263A that has become a standard reference in the field. During his tenure at EY, he simultaneously represented seven of the top ten U.S. homebuilders.


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Mr. Williams also served as tax leader on the forensic accounting team that investigated one of the largest savings and loans in the country in the 1980s, where the team’s findings were cited in Congressional testimony. Separately, the U.S. Department of Justice engaged Mr. Williams on three occasions to assist in preparing the federal government for criminal trials involving financial institution fraud. These engagements reflect the depth of his experience in complex, high-stakes financial investigations and regulatory matters.

 

Since 2001, Mr. Williams has served as sole shareholder and principal of SXM Consulting, Inc., through which he has provided tax, business, and transactional advisory services to private companies nationwide. He is also a co-founder of the Sporting Fraternity Hospitality Group, which owns and operates hospitality concepts including The Lion’s Share restaurant and the Coin-Op Game Room bar chain.

 

Mr. Williams holds a Bachelor of Science in Business Administration from California State University, Fullerton, and is a Certified Public Accountant licensed in both California and Florida.

 

Board Committee Assignments.  Upon the effectiveness of his appointment, Mr. Williams is expected to serve on the Audit Committee, the Nomination Committee, and the Compensation Committee of the Board.

 

Related Party Transactions.  There are no transactions between Mr. Williams and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

 

Independence.  The Board has determined that, upon the effectiveness of his appointment, Mr. Williams will qualify as an independent director under the applicable rules of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act.

 

Compensatory Arrangements.  The Company and Mr. Williams have not yet entered into a compensatory arrangement in connection with his service as a director. The Company will file an amendment to this Current Report on Form 8-K/A or a subsequent Current Report on Form 8-K to disclose any compensatory arrangement entered into with Mr. Williams at such time as such arrangement is finalized.

 

Family Relationships.  There are no family relationships between Mr. Williams and any of the Company’s current directors or executive officers.

 

There is no arrangement or understanding between Mr. Williams and any other person pursuant to which Mr. Williams was nominated to serve as a director.

 

 

Item 7.01

 

Regulation FD Disclosure

 

On April 14, 2026, the Company issued a press release announcing the nomination of Robert J. Williams, CPA, to the Board of Directors and the Audit, Nomination, and Compensation Committees of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended ("Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.


3


 

 

Item 9.01

 

Financial Statements and Exhibits

 

(d) Exhibits 

 

99.1

 

Press Release of SecureTech Innovations, Inc. dated April 14, 2026, announcing the nomination of Robert J. Williams, CPA, to the Board of Directors and the Audit, Nomination, and Compensation Committees.*

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Furnished herewith and not "filed" for purposes of Section 18 of the Exchange Act.

 

 

 

Signatures

 

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.

 

 

 

 

 

 

Dated: April 15, 2026

 

 

 

 

By:

SECURETECH INNOVATIONS, INC.

 

 

 

/s/ J. Scott Sitra

 

 

President, Chief Executive Officer,

Principal Executive Officer, and Director


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Press Release

 

SecureTech Innovations Nominates Robert J. Williams, CPA, to Board of Directors and Audit, Nomination, and Compensation Committees

 

Former Ernst & Young Partner, U.S. Treasury Advisor, and Department of Justice Consultant Completes SecureTech’s Independent Director Slate

 

ROSEVILLE, MN – April 14, 2026 – SecureTech Innovations, Inc. (OTCQB: SCTH), a diversified technology holding company advancing artificial intelligence initiatives, industrial 3D printing and manufacturing technologies, and blockchain-based digital infrastructure and assets, today announced that it has nominated Robert J. Williams, CPA, to serve as an Independent Director and member of the Company’s Audit, Nomination, and Compensation Committees. Mr. Williams is the third and final independent director nominee in the series previously announced by the Company. Together with previously announced nominees Brian Zucker, CPA, and Robert V. Castro, CPA, CGMA, Mr. Williams’ nomination is intended to support the Company’s efforts to satisfy the independent director and committee composition requirements applicable to companies seeking to list on the NASDAQ Capital Market.

 

Mr. Williams’ appointment will become effective upon the formal seating of directors following the Company’s approval to list its shares on the NASDAQ Capital Market, subject to the satisfaction of all applicable listing requirements and regulatory approvals.

 

Mr. Williams brings more than four decades of experience in tax strategy, forensic accounting, and transactional advisory services. He spent twenty years at Ernst & Young (“EY”), one of the world’s largest professional services organizations, where he retired as Partner-in-Charge of the Real Estate Tax Practice in EY’s San Diego office. In that role, he led a team of thirty-six professionals and was responsible for a significant book of client business spanning the real estate and homebuilding sectors.

 

At EY, Mr. Williams developed recognized expertise in Internal Revenue Code Section 263A and its application to real estate and homebuilding companies. He provided key guidance to the U.S. Treasury Department on regulatory provisions that were subsequently incorporated into federal tax regulations. In 1993, he authored an article in the Real Estate Tax Digest on IRC Section 263A that has become a standard reference in the field. During his tenure at EY, he simultaneously represented seven of the top ten U.S. homebuilders.

 

 

Mr. Williams also served as tax leader on the forensic accounting team that investigated one of the largest savings and loans in the country in the 1980s where the team’s findings were cited in Congressional testimony. Separately, the U.S. Department of Justice engaged Mr. Williams on three occasions to assist in preparing the federal government for criminal trials involving financial institution fraud. These engagements reflect the depth of his experience in complex, high-stakes financial investigations and regulatory matters.

 

Since 2001, Mr. Williams has served as sole shareholder and principal of SXM Consulting, Inc., through which he has provided tax, business, and transactional advisory services to private companies nationwide. He is also a co-founder of the Sporting Fraternity Hospitality Group, which owns and operates hospitality concepts including The Lion’s Share restaurant and the Coin-Op Game Room bar chain.

 

Mr. Williams holds a Bachelor of Science in Business Administration from California State University, Fullerton, and is a Certified Public Accountant licensed in both California and Florida.

 

J. Scott Sitra, SecureTech’s President and Chief Executive Officer, commented, “Robert’s career encompasses an exceptional range of experience – from advising the U.S. Treasury on federal tax policy to leading forensic accounting engagements at the request of the Department of Justice. That breadth of expertise, combined with his two decades of partnership at Ernst & Young, brings immediate and meaningful strength to our Board’s oversight capabilities. We are honored to nominate him and look forward to the perspective he will bring to SecureTech’s governance.”

 

Mr. Williams stated, “Throughout my career, whether advising the U.S. Treasury, working with the Department of Justice, or serving clients through complex financial and tax challenges, my focus has always been on financial integrity, sound judgment, and accountability. I am pleased to bring that commitment to SecureTech’s Board and look forward to supporting the Company’s leadership and fellow directors in the interest of all shareholders.”

 

With the nomination of Mr. Williams, SecureTech has completed the announcement of its three independent director nominees. The nominations of Mr. Zucker, Mr. Castro, and Mr. Williams are each intended to support the Company’s ongoing efforts to build a qualified and independent Board in connection with its planned NASDAQ listing application, subject to the receipt of all required regulatory and shareholder approvals.

 

About SecureTech Innovations

 

SecureTech Innovations, Inc. (OTCQB: SCTH) is a diversified technology holding company whose subsidiaries operate across artificial intelligence-driven manufacturing, blockchain-based digital infrastructure and cybersecurity, and patented vehicle security systems. Its portfolio companies include AI UltraProd, which develops AI-powered industrial 3D manufacturing solutions; Piranha Blockchain, which focuses on Web3 security architecture, digital asset infrastructure, and cybersecurity systems; and Top Kontrol, which holds patented vehicle anti-theft and anti-carjacking technology. SecureTech’s mission is to deliver practical, transformative technologies that improve safety, automation, and digital resilience across multiple industries.

 

For further information, visit our websites:

securetechinnovations.com | aiultraprod.com | piranhablockchain.com | topkontrol.com

 

 

 

 

Disclaimer & Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may include, but are not limited to, statements regarding the Company’s plans to seek listing on the NASDAQ Capital Market, the expected appointments of Mr. Williams, Mr. Zucker, and Mr. Castro to the Board of Directors and its committees, and the Company’s corporate governance objectives. These statements are often identified by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately,” and similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those expressed or implied, including the risk that the Company’s NASDAQ listing application may not be approved, that required regulatory or shareholder approvals may not be obtained, and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K. The Company’s SEC filings are available at www.sec.gov. SecureTech undertakes no obligation to update any forward-looking statement to reflect new information, future events, or otherwise, except as required by applicable law.

 

###

 

Media Contact

 

SecureTech Innovations, Inc.

Email: ir@securetechinnovations.com

Phone: (651) 317-8990

Website: www.securetechinnovations.com

FAQ

What did SecureTech Innovations (SCTH) announce regarding its Board of Directors?

SecureTech Innovations announced the nomination of Robert J. Williams, CPA, as an independent director and member of its Audit, Nomination, and Compensation Committees. His appointment will be effective once NASDAQ Capital Market listing and suitable D&O insurance coverage are in place.

What conditions must be met before Robert J. Williams joins the SecureTech (SCTH) Board?

Robert J. Williams’ appointment becomes effective only after SecureTech’s common stock is approved for listing on the NASDAQ Capital Market and the company secures directors’ and officers’ liability insurance at coverage levels the Board considers satisfactory.

What experience does Robert J. Williams bring to SecureTech Innovations (SCTH)?

Robert J. Williams brings over four decades of experience in tax strategy, forensic accounting, and transactional advisory services, including 20 years at Ernst & Young as Partner-in-Charge of the Real Estate Tax Practice in San Diego, plus consulting and hospitality business leadership roles.

How does Robert J. Williams’ nomination relate to SecureTech’s (SCTH) NASDAQ listing plans?

SecureTech states that Williams is the third independent director nominee intended to help satisfy independent director and committee composition requirements for companies seeking NASDAQ Capital Market listing, aligning Board structure with anticipated stock exchange governance standards.

Will Robert J. Williams be considered an independent director under NASDAQ rules for SecureTech (SCTH)?

SecureTech’s Board has determined that, once his appointment is effective, Robert J. Williams will qualify as an independent director under applicable NASDAQ Capital Market rules and Rule 10A-3 under the Exchange Act, supporting the company’s governance framework.

Filing Exhibits & Attachments

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