SecureTech licenses QStak tech for up to $22M
Future license consideration is stock-based and tied to the exchange launch and QStak Market revenue milestones.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
SecureTech Innovations, Inc. (SCTH) completed agreements with QStak Holding, LLC and Craft Capital Management LLC on October 22, 2026, obtaining an exclusive worldwide license to QStak’s blockchain, exchange, wallet and related intellectual property, forming QStak Market, LLC, and acquiring a net 15% interest in QStak for $4.5 million in Series A Preferred Stock.
The license carries an aggregate stated value of up to $22 million, payable solely in Series B Preferred Stock. The first tranche, 600 shares with a $6 million stated value, was issued October 26. Later tranches depend on commercial launch and QStak Market reaching $7.5 million and $15 million in annual gross revenue over a trailing twelve-month period. SecureTech subsidiary Piranha Blockchain holds 57% of QStak Market, and SecureTech intends to consolidate the joint venture in its financial statements.
Separately, SecureTech redeemed 570 Series A Preferred shares for 5.7 million common shares; no cash was paid. After the transactions, SecureTech reported 22,875,545 common shares, 19,538 Series A Preferred shares and 600 Series B Preferred shares issued and outstanding. SecureTech cites substantial doubt about its ability to continue as a going concern, as described in its most recent periodic reports.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQStak interest: SecureTech completed the acquisition of a net 15% interest for $4.5 million in Series A Preferred Stock. 1.3% of market cap
Negative
- Major pointGoing-concern doubt: SecureTech cites substantial doubt about its ability to continue as a going concern.
Filing Explained
Series B holders cannot require redemption; SecureTech alone may redeem beginning one year after issuance, for at most 0.27 Series A share per share.
The Series B certificate took effect on
Holders cannot require redemption; SecureTech may, at its discretion, redeem Series B shares beginning one year after issuance solely for up to 0.27 Series A share per Series B share.
SecureTech also issued 2,078 common shares to Ajene Watson, LLC for consulting fees and 3,750 to director nominees for prior advisory services; these issuances increase common shares outstanding and reduce existing holders’ percentage ownership absent offsetting changes.
8-K Event Classification
Key Figures
Key Terms
Ownership Cap financial
profits interest units financial
royalty-free sublicense technical
liquidation preference financial
stated value financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is SCTH's QStak license consideration?
What triggers SCTH's remaining Series B license tranches?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(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):
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 Venture Market |
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.
¨
Item 1.01 |
| Entry into a Material Definitive Agreement |
QSTAK Joint Venture, Exclusive License, and Equity Investment
On October 22, 2026 (“Closing Date”), SecureTech Innovations, Inc. (“SecureTech” or “Company”) entered into, and closed the transactions contemplated by, a series of definitive agreements (collectively, “QSTAK Agreements”) with QStak Holding, LLC, a Florida limited liability company (“QStak”), and Craft Capital Management LLC (“Craft Capital”). Under the QSTAK Agreements, SecureTech (i) obtained an exclusive, worldwide license to QStak’s blockchain, exchange, wallet, and related intellectual property; (ii) formed a joint venture, QStak Market, LLC, a Wyoming limited liability company (“JV Entity”), to commercialize that technology; and (iii) acquired a net fifteen percent (15%) ownership interest in QStak. The QSTAK Agreements consist of:
•Exclusive Intellectual Property License Agreement between QStak, as licensor, and SecureTech, as licensee (“ELA”);
•Royalty-Free Intellectual Property Sublicense Agreement between SecureTech and the JV Entity, which QStak joins as consenting party (“JV Sublicense”);
•Joint Venture Agreement among SecureTech, Piranha Blockchain, Inc., a Wyoming corporation and wholly owned subsidiary of SecureTech (“Piranha”), QStak, and Craft Capital (“JVA”);
•Limited Liability Company Operating Agreement of the JV Entity among Piranha, QStak, and Craft Capital, which SecureTech joins for limited purposes (“Operating Agreement”); and
•Stock Purchase Agreement between SecureTech and QStak (“SPA”).
Exclusive Intellectual Property License Agreement
Under the ELA, QStak granted SecureTech an exclusive, worldwide license, including as against QStak, with the right to sublicense, to the QStak blockchain, exchange, wallet, and related intellectual property described in the ELA (“Licensed Assets”). The license consideration is an aggregate stated value of up to $22,000,000, payable solely in shares of SecureTech’s newly designated Series B Preferred Stock, $0.001 par value (“Series B Preferred”), each having a stated value of $10,000, in four tranches:
•Tranche 1. 600 shares ($6,000,000), issued at closing.
•Tranche 2. 300 shares ($3,000,000), upon the first commercial launch of the QStak exchange to unaffiliated third-party customers, excluding any beta, testnet, pilot, or other pre-commercial release (“Commercial Launch”).
•Tranche 3. 650 shares ($6,500,000), upon the JV Entity achieving $7,500,000 of annual gross revenue, as defined in the ELA, in any trailing twelve-month period.
•Tranche 4. 650 shares ($6,500,000), upon the JV Entity achieving $15,000,000 of such annual gross revenue in any trailing twelve-month period.
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The number of shares issuable in each tranche is fixed and does not adjust based on the market price of SecureTech’s securities or any later valuation. In the event the closing price of SecureTech’s common stock equals or exceeds $40.00 per share for fifteen consecutive trading days, the remaining unissued tranches may become earned, subject to the conditions in the ELA, including Commercial Launch. No shares will be issued to QStak if, after the issuance, QStak and its affiliates would hold more than 9.9% of SecureTech’s total voting power (“Ownership Cap”); any earned shares that cannot be issued because of the Ownership Cap or applicable law will be issued when issuance is permitted. No cash royalty or other cash consideration is payable for the license. QStak may terminate the license only for SecureTech’s uncured failure to deliver earned and legally issuable shares of Series B Preferred, and the license becomes perpetual and irrevocable once all earned consideration has been delivered. QStak has agreed to deliver the Licensed Assets, including source code and related materials, to provide transition assistance, and to indemnify SecureTech against claims relating to the Licensed Assets, including infringement claims.
Joint Venture Agreement, Operating Agreement, and JV Sublicense
The JV Entity was formed to hold and commercialize the Licensed Assets. Under the JV Sublicense, SecureTech granted the JV Entity a royalty-free sublicense to use and commercialize the Licensed Assets, which is treated as SecureTech’s capital contribution, made through Piranha. QStak contributed its know-how and technical and development support. The principal terms of the JVA and the Operating Agreement are as follows:
•Ownership. Piranha holds 57,000 units (57%), QStak holds 38,000 units (38%), and Craft Capital holds 5,000 profits interest units (5%) of the JV Entity. Craft Capital’s profits interest units share in operating distributions pro rata, but share in the proceeds of a sale or liquidation of the JV Entity only to the extent those proceeds exceed the JV Entity’s value at closing.
•Management. The JV Entity is managed by a three-member Management Committee, two of whom are designated by SecureTech (J. Scott Sitra and Anthony Vang) and one by QStak. Certain fundamental actions require the consent of all members. SecureTech intends to consolidate the JV Entity in its financial statements.
•Valuation. The parties agreed on an initial valuation of the JV Entity of $22,000,000, subject to a closing valuation report by an independent valuation firm. The closing valuation report and the valuations of each tranche of Series B Preferred will be used solely for financial reporting and tax purposes and will not change the number of shares issuable under the ELA or the SPA.
•Capital Calls. No member is required to fund additional capital. A member that does not participate in an approved capital call will be diluted.
•Transfers. Transfers of units are restricted and subject to rights of first refusal, tag-along rights, and drag-along rights. For two years after closing, SecureTech may not exercise its buyout or drag-along rights over Craft Capital’s units without Craft Capital’s consent, subject to specified exceptions.
•Exclusivity. QStak may not exploit the Licensed Assets outside the JV Entity.
Stock Purchase Agreement
Under the SPA, SecureTech acquired a net fifteen percent (15%) ownership interest in QStak (“Purchased Interest”) for a purchase price of $4,500,000, paid in shares of SecureTech’s Series A Preferred Stock, $0.001 par value (“Series A Preferred”). The number of shares was determined by dividing $4,500,000 by $174,900, which is the $17.49 closing price of SecureTech’s common stock, $0.001 par value (“Common Stock”), on the OTCQB on October 21, 2026, multiplied by 10,000, the number of shares of Common Stock into which each share of Series A Preferred may be redeemed. The result, 25.73 shares, was rounded to 26 shares of Series A Preferred, having an aggregate value of $4,547,400. For 48 months after closing, SecureTech may repurchase all of those shares for $4,500,000 plus interest at 4% per annum, and SecureTech retains the Purchased Interest whether or not it exercises that option. QStak may not transfer the shares for six months after closing, or during the repurchase period without SecureTech’s consent, except to affiliates. The SPA also grants SecureTech a right of first refusal on issuances and transfers of QStak equity, board observer and information rights, and consent rights over specified QStak actions.
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Craft Capital
Craft Capital, a registered broker-dealer, introduced QStak to SecureTech under a Finder’s Agreement dated June 12, 2026. Under the JVA, SecureTech and Craft Capital amended the Finder’s Agreement so that Craft Capital’s profits interest units in the JV Entity are its sole compensation for the QSTAK transactions, and no cash fee or SecureTech securities are payable to Craft Capital for them. Craft Capital also serves as SecureTech’s investment banker and acted as placement agent for SecureTech’s October 16, 2026 note financing. Other than the QSTAK Agreements, there is no material relationship between SecureTech or its affiliates and QStak.
The foregoing descriptions of the QSTAK Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 |
| Completion of Acquisition or Disposition of Assets |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 |
| Unregistered Sales of Equity Securities |
The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. On October 22, 2026, the Board of Directors of SecureTech (“Board”) approved the following issuances of unregistered securities:
•Series B Preferred – ELA Tranche 1. 600 shares of Series B Preferred, having an aggregate stated value of $6,000,000, issued to QStak on October 26, 2026, upon the filing of the Series B Certificate of Designation described in Item 5.03, as license consideration under the ELA.
•Series A Preferred – SPA. 26 shares of Series A Preferred, having an aggregate value of $4,547,400, issued to QStak on October 22, 2026, as the purchase price for the Purchased Interest.
•Redemption of Series A Preferred. Under the redemption provision of the Certificate of Designation of the Series A Preferred, SecureTech redeemed, at its own initiative and effective October 22, 2026, 570 shares of Series A Preferred for an aggregate of 5,700,000 shares of Common Stock, at the fixed ratio of 10,000 shares of Common Stock per share of Series A Preferred: 170 shares held by Kao Lee, for 1,700,000 shares; 350 shares held by Taurus Financial Partners, LLC (“Taurus”), an entity controlled by J. Scott Sitra, SecureTech’s Chairman, President, and Chief Executive Officer, for 3,500,000 shares; and 50 shares held by AIUP Holding Limited, for 500,000 shares. Because each share of Series A Preferred carries 10,000 votes, the redemption did not change any holder’s voting power. No cash was paid. Mr. Sitra disclosed his interest in the redemption of Taurus’s shares, and the redemption was approved by SecureTech’s disinterested director, who found it fair to SecureTech.
•Consultant. 2,078 shares of Common Stock issued to Ajene Watson, LLC on October 22, 2026, in payment of $49,500 of monthly consulting fees for August through October 2026 under its advisory agreement with SecureTech, an average of $23.82 per share.
•Director Nominees. 1,250 shares of Common Stock issued to each of Brian Zucker, Robert Castro, and Robert Williams, SecureTech’s nominees for independent director, an aggregate of 3,750 shares, on October 22, 2026, valued at $25,000 per nominee ($20.00 per share), as full compensation for advisory services provided before their appointment to the Board. These services consist of business introductions, including in connection with SecureTech’s engagement of its independent registered public accounting firm and its search for additional qualified executive officers, and do not include work on SecureTech’s financial statements or accounting. Each nominee’s advisory services end automatically upon the nominee’s appointment to the Board.
The Series B Preferred, the Series A Preferred, and the shares of Common Stock issued to Ajene Watson, LLC and the director nominees were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). QStak represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and is acquiring the securities for investment. The shares of Common Stock issued in the redemption were issued in reliance
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on the exemption provided by Section 3(a)(9) of the Securities Act, as securities exchanged by SecureTech with its existing security holders exclusively, with no commission or other remuneration paid for soliciting the exchange. All of the securities described above are “restricted securities” and bear a restrictive legend.
After giving effect to the issuances and the redemption described above, SecureTech had 22,875,545 shares of Common Stock, 19,538 shares of Series A Preferred, and 600 shares of Series B Preferred issued and outstanding.
Item 3.03 |
| Material Modification to Rights of Security Holders |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series B Preferred ranks senior to the Common Stock with respect to the distribution of assets upon liquidation and votes together with the Common Stock as a single class.
Item 5.03 |
| Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 22, 2026, the Board, under the authority granted by Article VI of SecureTech’s Articles of Incorporation, designated 2,200 shares of SecureTech’s authorized preferred stock as Series B Preferred. On October 26, 2026, SecureTech filed the Certificate of Designation of the Terms, Preferences, and Rights of Series B Preferred Stock (“Series B Certificate of Designation”) with the Secretary of State of the State of Wyoming, and it became effective upon filing. No stockholder approval was required. The Series B Preferred may be issued solely as license consideration under the ELA. Its principal terms are as follows:
•Stated Value and Ranking. Each share has a stated value of $10,000 and ranks junior to the Series A Preferred and senior to the Common Stock.
•Liquidation. Each share carries a liquidation preference equal to its stated value.
•Voting. Each share carries 2,700 votes and votes together with the Common Stock and the Series A Preferred as a single class.
•No Conversion or Holder Redemption. Holders have no right to convert their shares or to require SecureTech to redeem them.
•Redemption by SecureTech. At any time beginning one year after a share is issued, SecureTech may, in the Board’s sole discretion, redeem it solely for shares of Series A Preferred, as provided in the Series B Certificate of Designation, up to a maximum of 0.27 share of Series A Preferred for each share of Series B Preferred, or 594 shares of Series A Preferred in total.
•Transfer Restrictions. Shares of Series B Preferred may not be transferred without the Board’s consent, except to an affiliate of the holder that agrees to be bound by the Series B Certificate of Designation.
The foregoing description of the Series B Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to its full text, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 |
| Regulation FD Disclosure |
On October 27, 2026, SecureTech issued a press release announcing the QSTAK transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 |
| Financial Statements and Exhibits |
(d) Exhibits
3.1 |
| Certificate of Designation of the Terms, Preferences, and Rights of Series B Preferred Stock of SecureTech Innovations, Inc., filed with the Secretary of State of the State of Wyoming on October 26, 2026. |
10.1 |
| Joint Venture Agreement, dated as of October 22, 2026, among SecureTech Innovations, Inc., Piranha Blockchain, Inc., QStak Holding, LLC, and Craft Capital Management LLC. |
10.2 |
| Exclusive Intellectual Property License Agreement, dated as of October 22, 2026, between QStak Holding, LLC and SecureTech Innovations, Inc. |
10.3 |
| Royalty-Free Intellectual Property Sublicense Agreement, dated as of October 22, 2026, between SecureTech Innovations, Inc. and QStak Market, LLC, joined by QStak Holding, LLC as consenting party. |
10.4 |
| Limited Liability Company Operating Agreement of QStak Market, LLC, dated as of October 22, 2026, among Piranha Blockchain, Inc., QStak Holding, LLC, and Craft Capital Management LLC, joined by SecureTech Innovations, Inc. for limited purposes. |
10.5 |
| Stock Purchase Agreement, dated as of October 22, 2026, between SecureTech Innovations, Inc. and QStak Holding, LLC. |
99.1 |
| Press Release of SecureTech Innovations, Inc., dated October 27, 2026 (furnished, not filed). |
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the commercial launch of the QStak exchange; the achievement of the revenue milestones and the issuance of additional tranches of Series B Preferred under the ELA; the business, operations, and consolidation of the JV Entity; the valuation of the Licensed Assets and the JV Entity; any exercise of SecureTech’s repurchase option under the SPA; any redemption of Series B Preferred for Series A Preferred; the appointment of SecureTech’s director nominees; and other statements that are not historical facts. These statements are often identified by words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “should,” and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause SecureTech’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including the risks that the QStak exchange, which is currently in beta testing, may not achieve Commercial Launch on the expected timeline or at all; that the JV Entity may not generate the revenue required to earn later tranches or to operate profitably; that the business of tokenizing and trading securities is subject to extensive and evolving regulation, including requirements for the qualification of issuers’ offerings by the Securities and Exchange Commission, that may delay or prevent the JV Entity’s operations; that QStak may not perform its obligations under the QSTAK Agreements; that the independent valuations may result in values for the Licensed Assets, the JV Entity, or the Series B Preferred that differ materially from the stated amounts, and that SecureTech may be required to record impairment charges; that the issuance of additional Series B Preferred, any redemption of Series B Preferred for Series A Preferred, and the redemption of Series A Preferred for Common Stock may dilute existing stockholders and adversely affect the market price of the Common Stock; and the other risks described in SecureTech’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of SecureTech’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. SecureTech undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
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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: October 27, 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 Acquires Exclusive License to QSTAK Blockchain and Post-Quantum Technology
Company Forms QSTAK Market, LLC Joint Venture and
Simultaneously Acquires 15% Net Interest in QSTAK Holding, LLC for $4.5 Million
Roseville, Minnesota – October 27, 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 announces that it has completed a set of strategic transactions with QSTAK Holding, LLC (“QSTAK”), the developer of the QSTAKCHAIN blockchain and post-quantum technologies. Under the transactions, SecureTech:
1)Acquired a perpetual, exclusive, worldwide license to QSTAK’s blockchain and related technologies, including certain post-quantum technology still in development;
2)Formed QSTAK Market, LLC (“QSTAK Market”), a joint venture majority-owned by SecureTech’s wholly owned subsidiary, Piranha Blockchain, Inc. (“Piranha Blockchain”); and
3)Purchased a net 15% ownership interest in QSTAK for $4.5 million in SecureTech’s Series A Preferred Stock.
Together, these transactions give Piranha Blockchain its first operating business since its formation, with initial consolidated revenue anticipated during the current fiscal quarter.
Perpetual, Exclusive License to the QSTAK Technologies
Under an Exclusive Intellectual Property License Agreement, QSTAK has granted SecureTech a perpetual, exclusive, worldwide license to the QSTAK and QSTAKCHAIN technologies for all lawful fields of use. The licensed technology includes:
•the QSTAKCHAIN blockchain and its public block explorer;
•the QSTAK Wallet for iOS, Android, and as a browser extension;
•QSTAK exchange and decentralized-exchange materials; and
•related token portals, domain names, brands, and know-how.
The license also covers future improvements QSTAK develops to the licensed technology, including post-quantum security features and the QSTAK exchange, both of which are in advanced stages of development.
In exchange for the exclusive license, SecureTech will pay consideration with an aggregate stated value of up to $22 million. All of it is payable in newly designated Series B Preferred Stock (stated value of $10,000 per share), and none of it in cash. The consideration is earned in four tranches:
•$6.0 million (600 Series B shares), earned at closing;
•$3.0 million (300 Series B shares), upon commercial launch of the QSTAK Exchange;
•$6.5 million (650 Series B shares), when QSTAK Market reaches $7.5 million in gross revenue over any twelve-month period; and
•$6.5 million (650 Series B shares), when QSTAK Market reaches $15.0 million in gross revenue over any twelve-month period.
SecureTech expects to record the license as an intangible asset on its balance sheet. The amount initially recorded is expected to relate to the $6 million tranche earned at closing. It will be determined under U.S. generally accepted accounting principles and may differ from that stated value.
Holders cannot convert the Series B Preferred Stock into common stock. No cash or ongoing royalty is payable to QSTAK for SecureTech’s own use of the exclusive licensed technology.
QSTAK Market Joint Venture: Building Out Piranha Blockchain
QSTAK Market is a newly formed Wyoming limited liability company. It is owned 57% by Piranha Blockchain, 38% by QSTAK, and 5% by Craft Capital Management, LLC, which introduced the parties. SecureTech controls QSTAK Market and expects to consolidate its operating results within its financial statements.
SecureTech has granted QSTAK Market a royalty-free sublicense to use the QSTAK technologies in its business. QSTAK Market intends to build on the QSTAKCHAIN platform to tokenize real-world assets (“RWA”), meaning the representation of ownership in physical or financial assets as digital tokens on a blockchain. QSTAK Market will offer these services in compliance with applicable regulatory requirements. More information about the QSTAKCHAIN technology is available at qstakchain.com. SecureTech expects to share more detail about QSTAKCHAIN and QSTAK Market’s planned operations in a future announcement.
15% Net Ownership Interest in QSTAK Holding, LLC
Under a separate Stock Purchase Agreement, SecureTech acquired a net 15% ownership interest in QSTAK for $4.5 million, paid in newly issued shares of SecureTech’s Series A Preferred Stock rather than cash. The number of Series A Preferred shares was determined by a formula based on the closing price of SecureTech’s common stock on the trading day immediately preceding the closing. SecureTech will initially record its equity interest in QSTAK at cost. SecureTech also received the right to appoint a non-voting observer to QSTAK’s governing board.
Additional details about the transactions are available in the Company’s Current Report on Form 8-K filed with the SEC.
J. Scott Sitra, SecureTech’s President and CEO, stated, “Today marks a defining moment for SecureTech and the day Piranha Blockchain becomes an operating business. With a perpetual, exclusive license to the QSTAK and QSTAKCHAIN technologies, we’re not starting from a blank slate. We’re starting with a live blockchain network,
block explorer, and wallet, and a team already advancing post-quantum security. That head start puts us well ahead of building from scratch. We’re now positioned to commercialize today’s blockchain technologies and the next generation of quantum-resistant infrastructure, starting with the tokenization of real-world assets through QSTAK Market.”
“Just as important, we believe this is a financially compelling transaction for our shareholders. We secured these technologies and a 15% stake in QSTAK entirely with preferred stock, not cash. Our $4.5 million investment in QSTAK will be recorded at cost, adding directly to our total assets and stockholders’ equity, and we expect the license itself to be recorded as an intangible asset as well. These transactions strengthen our balance sheet, align us closely with the team behind the technology, and give us a powerful platform to scale the entire SecureTech enterprise even faster. We couldn’t be more excited about what comes next,” added Mr. Sitra.
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 holds a majority interest in QSTAK Market, LLC, a joint venture formed to commercialize the Company’s exclusively licensed QSTAKCHAIN technology; 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 | qstakchain.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 anticipated benefits of the exclusive license, the QSTAK Market joint venture, and SecureTech’s ownership interest in QSTAK; the expected timing of initial revenue from QSTAK Market; projections prepared by QSTAK; the earning and issuance of Series B Preferred Stock in future tranches and the commercial launch and revenue milestones that trigger them; QSTAK Market’s planned tokenization of real-world assets and other commercial activities; the development of post-quantum security features and the QSTAK exchange; the expected accounting treatment of the license, the QSTAK Market joint venture, and SecureTech’s interest in QSTAK, including the amounts at which they are recorded and their effect on SecureTech’s total assets and stockholders’ equity; the timing and content of future announcements; and SecureTech’s business, growth, and strategic outlook. These statements are often identified by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “forecasts,” “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 licensed technologies may not perform as expected or may not be successfully commercialized; that QSTAK Market may not generate revenue in the current fiscal quarter or in the amounts projected by QSTAK, whose projections are based on assumptions that may prove incorrect and have not been independently verified; that the commercial launch or revenue milestones may not occur; that QSTAK Market or QSTAK may incur operating losses or require additional capital that may not be available on acceptable terms, or at all; that tokenization, digital-asset, exchange, and related activities may require licenses, registrations, or approvals that may not be obtained, or may be affected by changes in law or regulation; that post-quantum security features may not be developed or may not perform as intended; that the amounts at which SecureTech records the license or its interest in QSTAK may differ from the stated value of the consideration, will depend on independent valuations and the review of SecureTech’s independent registered public accounting firm, and may later become impaired; that SecureTech’s stockholders may experience dilution or other effects from the issuance of preferred stock; the substantial doubt about the Company’s ability to continue as a going concern described in its most recent periodic reports; the risk that the Company will require additional capital and that such capital may not be available on acceptable terms, or at all; the Company’s current dependence on AI UltraProd for substantially all of its revenue; 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, as amended, and its Quarterly Reports on Form 10-Q, as amended. The financial information in this press release is unaudited and is qualified in its entirety by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. 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.
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Media Contact
SecureTech Innovations, Inc.
Email: ir@securetechinnovations.com
Phone: (651) 317-8990
Website: www.securetechinnovations.com
Filing Exhibits & Attachments
10 documentsPress Releases
Financial & Certifications
Other Documents
- EX-101 JOINT VENTURE AGREEMENT 140.0 KB
- EX-102 EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT 68.0 KB
- EX-103 ROYALTY-FREE INTELLECTUAL PROPERTY SUBLICENSE AGREEMENT 43.9 KB
- EX-104 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 76.7 KB
- EX-105 STOCK PURCHASE AGREEMENT 114.8 KB
- EX-101 XBRL SCHEMA FILE 2.9 KB
- EX-101 XBRL LABEL FILE 33.4 KB
- EX-101 XBRL PRESENTATION FILE 21.8 KB