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): August 13, 2026
SecureTech Innovations, Inc.
(Exact name of registrant as specified in its charter)
Wyoming
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| 000-55927
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| 82-0972782
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(State or other jurisdiction
of incorporation)
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| (Commission
File Number)
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| (I.R.S. Employer
Identification Number)
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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
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| Trading Symbol(s)
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| Name of each exchange on which registered
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N/A
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| N/A
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| N/A
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Securities registered pursuant to Section 12(g) of the Act:
Title of each class
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| Trading Symbol(s)
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| Name of each exchange on which registered
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Common Stock, $0.001 par value
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| SCTH
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| OTCQB Venture Market
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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.
¨
Item 1.01
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| Entry into a Material Definitive Agreement
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On August 13, 2026, SecureTech Innovations, Inc. (“SecureTech” or the “Company”) entered into a Permanent Subsidiary and Earnout Election Agreement (“Election Agreement”) with AI UltraProd, Inc., a Wyoming corporation and wholly owned subsidiary of the Company (“AI UltraProd”); Aiultraprod Group Limited, a Hong Kong limited liability company (“Aiultraprod Group”); AIUP Holding Limited, a British Virgin Islands company (“Shareholder”); and Zhejiang Jizhu Technology Co., Ltd., a Chinese limited liability company (“Zhejiang Jizhu”).
Background: SecureTech, AI UltraProd, Aiultraprod Group, the Shareholder, and Zhejiang Jizhu are parties to (i) an Acquisition and Stock Purchase Agreement dated June 23, 2025 (“Acquisition Agreement”), pursuant to which AI UltraProd acquired one hundred percent (100%) of the equity of Aiultraprod Group (and its controlling equity interest in Zhejiang Jizhu) in exchange for shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and (ii) an Incubation Operating Agreement dated June 23, 2025, as amended by Amendment No. 1 thereto dated July 14, 2025 (as amended, the “Incubation Agreement”; and, together with the Acquisition Agreement, the “Transaction Agreements”), which contemplated a potential future spin-off of the operating business as an independent Nasdaq-listed company. Section 1.2(e) of the Acquisition Agreement (the “No Spin-Off Earnout”) provided that, upon the unanimous written agreement of the parties to forgo the spin-off and instead retain the operating business as a permanent wholly owned or controlled subsidiary of the Company, the Company would issue 357 additional shares of Series A Preferred Stock as described in Item 3.02 below, and the Transaction Agreements would automatically terminate.
The Election Agreement: Under the Election Agreement, the parties unanimously elected to forgo the spin-off and to retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent subsidiaries under the Company’s control. Among other things, the Election Agreement (i) exercises the No Spin-Off Earnout and provides for the issuance of 357 additional shares of Series A Preferred Stock to the Shareholder, as described in Item 3.02 below; (ii) confirms that the Company possesses, directly and indirectly, one hundred percent (100%) of the voting power and management control of AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu, and that the approximately twelve percent (12%) minority interest in Zhejiang Jizhu is a non-controlling interest that does not impair the Company’s control; (iii) directs the Company’s transfer agent to revoke the irrevocable instructional letter and to release and de-restrict the outstanding Series A Preferred Stock; (iv) acknowledges the Shareholder’s right to designate one member of the Company’s board of directors, which right had not been exercised as of the date of this Current Report; (v) confirms that no breakup fee is or will be payable in connection with the election; and (vi) provides for the automatic termination of the Transaction Agreements described in Item 1.02 below, effective immediately upon the issuance of the additional shares.
The foregoing description of the Election Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Election Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02
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| Termination of a Material Definitive Agreement
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The information set forth in Item 1.01 above is incorporated herein by reference. Upon the issuance of the 357 additional shares of Series A Preferred Stock pursuant to the Election Agreement, each of the Acquisition Agreement and the Incubation Agreement, as amended, automatically terminated and is of no further force or effect in accordance with Section 1.2(e)(iii) of the Acquisition Agreement, except for those provisions that by their terms expressly survive termination (including certain indemnification, non-dilution, securities compliance, and capital contribution provisions). The Company did not incur any early
2
termination penalty or breakup fee in connection with the termination. The material terms of the Transaction Agreements are described in Item 1.01 above.
Item 3.02
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| Unregistered Sales of Equity Securities
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The information set forth in Item 1.01 above is incorporated herein by reference. Pursuant to the Election Agreement and the No Spin-Off Earnout under the Acquisition Agreement, on August 13, 2026, the Company issued 357 shares of Series A Preferred Stock (“Additional Acquisition Shares”) to the Shareholder in satisfaction and settlement of contingent consideration established at the closing of the Acquisition Agreement. No cash proceeds were received by the Company, and no underwriting discounts or commissions were paid, in connection with the issuance.
For purposes of the Acquisition Agreement, the Additional Acquisition Shares were valued at the contractual Acquisition Share Price of $46,300 per share. For financial reporting purposes, the related contingent consideration was recognized at the acquisition date at its fair value of $1,652,910, was classified within equity, and is not subsequently remeasured; the issuance of the Additional Acquisition Shares is accounted for within equity and does not constitute additional purchase consideration or give rise to any additional goodwill. Each share of Series A Preferred Stock has the rights, preferences, and privileges set forth in the Company’s Certificate of Designation for the Series A Preferred Stock, including conversion into 10,000 shares of the Company’s common stock and the voting rights described therein.
The Additional Acquisition Shares were issued without registration under the Securities Act of 1933, as amended ("Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering. The Shareholder represented that it was acquiring the Additional Acquisition Shares for its own account for investment and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act, and that it was not solicited by any form of general solicitation or general advertising. The Additional Acquisition Shares constitute "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be resold absent registration under the Securities Act or an applicable exemption from such registration requirements. The Additional Acquisition Shares bear a customary restrictive legend.
Item 9.01
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| Financial Statements and Exhibits
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(d) Exhibits
10.1
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| Permanent
Subsidiary and Earnout Election Agreement, dated August 13, 2026, by and among SecureTech Innovations, Inc., AI UltraProd, Inc.,
Aiultraprod Group Limited, AIUP Holding Limited, and Zhejiang Jizhu Technology Co., Ltd. |
10.2
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| Acquisition and Stock Purchase Agreement, dated June 23, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 24, 2025).
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10.3
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| Incubation Operating Agreement, dated June 23, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 24, 2025).
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10.4
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| Amendment No. 1 to the Incubation Operating Agreement, dated July 14, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed July 16, 2025).
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99.1
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| Press
Release issued by SecureTech Innovations, Inc. on August 17, 2026 (furnished, not filed)
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104
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| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s election to forgo the previously contemplated spin-off and to retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent subsidiaries; the Company’s direct and indirect voting power and management control over those subsidiaries; the characterization of the minority interest in Zhejiang Jizhu as a non-controlling interest; the termination of the Transaction Agreements and the survival of certain provisions thereof; the issuance of the Additional Acquisition Shares of Series A Preferred Stock and the accounting treatment thereof, including as contingent consideration recognized within equity; the conversion rights and other terms of the Series A Preferred Stock; the release and de-restriction of the outstanding Series A Preferred Stock; the Shareholder’s unexercised right to designate a member of the Company’s board of directors; 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 the Company’s actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements, including the risk that the anticipated benefits of retaining the operating business as a permanent subsidiary may not be realized, that the Company’s control over its subsidiaries may be affected by the minority interest or by legal, regulatory, or jurisdictional factors applicable to its Hong Kong and China operations, that the accounting treatment of the contingent consideration may be subject to change, and 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.
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: August 17, 2026
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By:
| SECURETECH INNOVATIONS, INC.
/s/ J. Scott Sitra
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| President, Chief Executive Officer,
Principal Executive Officer, and Director
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4

Press Release
SecureTech Innovations Permanently Integrates
AI UltraProd to Accelerate Growth
Under Unified SecureTech Leadership, the Consolidated
Company Is Positioned to Accelerate AI UltraProd’s Expansion Into the U.S. and Other Markets
ROSEVILLE, MN – August 17, 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 elected
to retain its AI UltraProd business as a permanent, wholly owned subsidiary rather than pursue a previously contemplated spin-off of AI
UltraProd as a separate, independently listed public company.
The decision follows a period of close collaboration
between the SecureTech and AI UltraProd teams. After working together over the past year to build AI UltraProd’s operations and
evaluate its path forward, management determined that growing the businesses together – under unified SecureTech leadership –
creates more long-term value and stability for shareholders than owning a portion of AI UltraProd as a stand-alone entity.
A Decision to Grow Together
When SecureTech acquired AI UltraProd’s operating
group in June 2025, the parties did so with the intention of a future spin-off of AI UltraProd as an independent, Nasdaq-listed company,
while reserving the right to instead retain the business permanently within SecureTech. Having worked closely together since that time,
the SecureTech and AI UltraProd teams concluded that the two businesses are stronger combined, and the parties have now unanimously elected
to forgo the spin-off. As a result, the prior incubation and spin-off framework has concluded, and AI UltraProd becomes a permanent part
of SecureTech and is now managed from SecureTech’s Roseville, Minnesota headquarters.
In connection with the decision, and as contemplated
by the parties’ original 2025 acquisition agreement, SecureTech issued 357 additional shares of its Series A Preferred Stock to
AI UltraProd’s founding shareholder, AIUP Holding Limited, retained AI UltraProd as a wholly owned subsidiary, and holds full voting
and management control of AI UltraProd and its operating subsidiaries. The founding shareholder also has the right to designate one member
of SecureTech’s board of directors in the future, further aligning the interests of the combined company. Additional details are
available in the Company’s Current Report on Form 8-K filed with the SEC.
Leadership and U.S. Expansion
AI UltraProd develops and manufactures AI-powered
industrial 3D printing and manufacturing solutions. AI UltraProd is currently in the early stages of expanding and establishing assembly,
manufacturing, distribution, and sales operations in the United States and other territories. SecureTech’s U.S.-based senior leadership
is taking a hands-on approach to scaling operations and, coupled with its governance and financial reporting infrastructure already in
place, is expected to play an increasingly important role in supporting the consolidated company’s growth.
SecureTech has recently strengthened that foundation
by engaging U.S.-based, PCAOB-registered Marcum Asia CPAs LLP as its independent registered public accounting firm; retaining Lucosky
Brookman LLP as its securities counsel and Craft Capital Management, LLC as its underwriter; and nominating three independent directors
to serve on a fully independent audit committee in connection with its planned Nasdaq listing. SecureTech expects these steps, together
with the retention and assumption of full control of AI UltraProd, to position the combined company for its next phase of growth as it
scales its operations and expands into new markets.
J. Scott Sitra, SecureTech’s President and
CEO, stated, “Over the past year, our teams worked closely to begin ramping up AI UltraProd's operations, and that work convinced
us that consolidating the business within SecureTech — rather than spinning it off as a separate public company — creates
more value for our shareholders. Retaining full ownership gives us unified leadership, a single public reporting platform, and direct
control as AI UltraProd expands into the U.S. and other markets. We believe this structure, rather than a stand-alone spin-off, is the
better path for our shareholders going forward.”
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 SecureTech’s plans to seek
listing on the Nasdaq Capital Market; the anticipated benefits of retaining AI UltraProd as a permanent, wholly owned subsidiary; the
effects of the termination of the prior incubation and spin-off framework; the issuance of additional shares of Series A Preferred Stock
and the founding shareholder’s future right to designate a director; AI UltraProd’s planned expansion of assembly, manufacturing,
distribution, and sales operations in the United States and other markets; the anticipated benefits of the Company’s recent engagements
of its independent registered public accounting firm, securities counsel, and underwriter; and SecureTech’s business, growth, and
strategic outlook. 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 SecureTech’s Nasdaq listing application may not be
approved; that required regulatory approvals may not be obtained; that the anticipated benefits of retaining AI UltraProd may not be realized;
that the Company’s planned U.S. and international expansion may be delayed or may not materialize as expected; that the Company
may require additional capital to execute its growth strategy; that SecureTech’s relationships with its recently engaged professional
service providers may not continue as anticipated; and other risks described in SecureTech’s filings with the Securities and Exchange
Commission (“SEC”), including the “Risk Factors” section of SecureTech’s most recent Annual Report on Form
10-K, as amended, and its Quarterly Reports on Form 10-Q, as amended. SecureTech’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