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  4. [8-K] Securetech Innovations, Inc. Reports Material Event

SecureTech (OTCQB: SCTH) grants shares, sees China subsidiary stake dip

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

Rhea-AI Filing Summary

SecureTech Innovations, Inc. reported two corporate actions. The company issued 15,326 shares of common stock to two independent consultants as stock compensation, valued at about $75,112, or roughly $4.90 per share, under private placement exemptions.

SecureTech also disclosed that its majority-owned Chinese subsidiary, Zhejiang Jizhu Technology Company, Ltd., increased its registered capital, with an unrelated investor contributing RMB 5,000,000 (about US$730,000). As a result, SecureTech’s indirect ownership in Jizhu moved from approximately 90.0% to approximately 88.2%. As of April 10, 2026, SecureTech had 17,092,694 common shares and 19,725 Series A Preferred shares outstanding.

Positive

  • None.

Negative

  • None.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Consultant shares issued 15,326 shares Common stock issued April 6, 2026 as consultant compensation
Consultant share value $75,112 Aggregate value of shares issued to two consultants
Per-share compensation price ≈$4.90 per share Implied price for consultant stock issuance
Capital invested in Jizhu RMB 5,000,000 (≈US$730,000) Cash investment into Zhejiang Jizhu Technology Company, Ltd.
Jizhu ownership before ≈90.0% SecureTech indirect ownership in Jizhu before capital increase
Jizhu ownership after ≈88.2% SecureTech indirect ownership in Jizhu after capital increase
Common shares outstanding 17,092,694 shares SecureTech common stock outstanding as of April 10, 2026
Series A Preferred outstanding 19,725 shares SecureTech Series A Preferred Stock outstanding as of April 10, 2026
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D promulgated thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
accredited investor financial
"Each recipient represented to the Company in writing that it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
registered capital financial
"completed an increase of its registered capital from RMB 11,110,974 to RMB 11,341,952"
Registered capital is the amount of money a company lists with regulators as the owners’ committed contribution when the business is formed or restructured. It functions like the company’s declared funding pledge and sets the legal baseline for owners’ financial responsibility; investors use it as a quick signal of how much capital the owners have promised, the company’s formal size, and potential limits on issuing more shares or taking on obligations.
Series A Preferred Stock financial
"and 19,725 shares of its Series A Preferred Stock issued and outstanding"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Understanding 8-K Material Events →
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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 6, 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 3.02

 

Unregistered Sales of Equity Securities

 

Restricted Issuances to Independent Consultants

 

On April 6, 2026, SecureTech Innovations, Inc. ("SecureTech" or the "Company") issued an aggregate of 15,326 shares of its common stock, $0.001 par value per share (the "Shares"), to two independent consultants as compensation for services rendered pursuant to duly authorized consulting and investment banking agreements. The Shares were valued at an aggregate of $75,112 – representing actual invoiced amounts – with a per-share price of approximately $4.90,

 

The Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented to the Company in writing that it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

 

As of April 10, 2026, the Company had 17,092,694 shares of its common stock, $0.001 par value per share, issued and outstanding, and 19,725 shares of its Series A Preferred Stock issued and outstanding.

 

Item 8.01

 

Other Events

 

Increased Registered Capital of Subsidiary Zhejiang Jizhu Technology Company, Ltd.

 

On April 6, 2026, Zhejiang Jizhu Technology Company, Ltd. ("Jizhu"), a majority-owned subsidiary of the Company organized under the laws of the People's Republic of China, completed an increase of its registered capital from RMB 11,110,974 to RMB 11,341,952 in exchange for a cash investment of RMB 5,000,000 (approximately US$730,000) by Xiangshan Hongri Equity Investment Fund Partnership (Limited Partnership). The investor is not a related party of the Company within the meaning of Item 404 of Regulation S-K.

 

As a result of the capital increase, the Company's indirect ownership interest in Jizhu decreased from approximately 90.0% to approximately 88.2%. The Company does not believe this reduction in its ownership interest constitutes a disposition of a

2

significant amount of assets outside the ordinary course of business within the meaning of Item 2.01 of Form 8-K; however, the Company is disclosing this transaction to provide investors with timely information regarding changes in its consolidated subsidiary structure.

 

Item 9.01

 

Financial Statements and Exhibits

 

(d) Exhibits 

 

104

 

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

 

 

 

 

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 10, 2026

 

 

 

 

By:

SECURETECH INNOVATIONS, INC.

 

 

 

/s/ J. Scott Sitra

 

 

President, Chief Executive Officer,

Principal Executive Officer, and Director

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What stock compensation did SecureTech (SCTH) report on April 6, 2026?

SecureTech issued 15,326 common shares to two independent consultants as compensation, valued at about $75,112 in total, or roughly $4.90 per share. The grants were made under duly authorized consulting and investment banking agreements.

How were SecureTech’s new consultant shares issued and regulated?

The 15,326 consultant shares were issued in a private offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Each consultant certified accredited investor status, and the shares are unregistered, restricting their resale absent registration or another exemption.

How many shares of SecureTech (SCTH) are outstanding after these transactions?

As of April 10, 2026, SecureTech had 17,092,694 common shares outstanding and 19,725 shares of Series A Preferred Stock outstanding. These figures reflect the recently issued consultant shares as part of the total capital structure.

What change occurred in SecureTech’s ownership of Zhejiang Jizhu Technology?

SecureTech’s indirect ownership in its Chinese subsidiary, Zhejiang Jizhu Technology Company, Ltd., shifted from approximately 90.0% to approximately 88.2%. The change followed a capital increase funded by an external investor, slightly diluting SecureTech’s percentage stake.

How much capital did Zhejiang Jizhu Technology receive and from whom?

Zhejiang Jizhu Technology’s registered capital increased with a cash investment of RMB 5,000,000, about US$730,000, from Xiangshan Hongri Equity Investment Fund Partnership (Limited Partnership). The investor is identified as not being a related party to SecureTech.

Did SecureTech consider the Jizhu ownership change a significant asset disposition?

SecureTech stated it does not believe the reduced ownership in Jizhu constitutes a disposition of a significant amount of assets outside the ordinary course of business under Item 2.01. The company disclosed the transaction to keep investors informed about its consolidated subsidiary structure.

Filing Exhibits & Attachments

3 documents

Other Documents