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SecureTech (OTCQB: SCTH) nominates 40-year audit veteran Robert Castro to board

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

Rhea-AI Filing Summary

SecureTech Innovations, Inc. reported that its Board has nominated veteran accountant Robert V. Castro, CPA, CGMA, age 68, to serve as an independent director and member of its Audit, Compensation, and Nomination Committees. His appointment will only become effective after the Company’s common stock is approved for listing on the NASDAQ Capital Market and once the Company obtains directors’ and officers’ liability insurance at levels satisfactory to the Board.

Mr. Castro brings more than forty years of audit, tax, and advisory experience, largely from his time as a senior partner at BDO Seidman, LLP and as the firm’s first Managing Partner of its Financial Services Group, which grew to over one hundred professionals under his leadership. SecureTech states that, upon effectiveness, he will qualify as an independent director and audit committee financial expert, and that there are no related-party transactions or family relationships with existing leadership. The Company has not yet finalized a compensation arrangement with Mr. Castro and plans to disclose it in a future filing.

Positive

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Negative

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Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
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.
Director nominee age 68 years Age of Robert V. Castro at nomination
Professional experience More than forty years Audit, tax, and advisory experience of Robert V. Castro
Financial Services Group size More than one hundred professionals Team size under Castro’s leadership at BDO’s Financial Services Group
independent director financial
"nominated Robert V. Castro, CPA, CGMA, age 68, 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"
forward-looking statements regulatory
"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 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

 

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

 

On April 6, 2026, the Board of Directors ("Board") of SecureTech Innovations, Inc. (“SecureTech” or "Company") nominated Robert V. Castro, CPA, CGMA, age 68, to serve as an independent director and as a member of the Audit Committee, the Compensation Committee, and the Nomination Committee of the Board, subject to and effective upon the conditions described below.

 

Conditions to Effectiveness of Appointment. Mr. Castro’s appointment to the Board, the Audit Committee, the Compensation Committee, and the Nomination 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. Castro 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. Castro’s 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. Castro brings more than forty years of audit, tax, and business advisory experience, the majority of which was spent at BDO Seidman, LLP (now BDO USA, LLP), one of the largest and most respected accounting and advisory firms in the world. A retired audit partner, Mr. Castro was named in 1994 as BDO’s first-ever Managing Partner of the firm’s newly created Financial Services Group (“FSG”) — a historic designation reflecting his standing as the firm’s national consulting resource for the financial services industry and one of its senior partners for Securities and Exchange Commission (SEC) matters.

 

Under Mr. Castro’s leadership, the FSG grew to encompass more than one hundred professionals delivering accounting, audit, tax, and business advisory services to the financial services community. The group’s excellence was recognized by Institutional Investor’s Alpha magazine, which named BDO’s FSG the best accounting firm serving the hedge fund industry — an honor the group received twice, making BDO the largest international accounting firm ever to have achieved that distinction.


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Throughout his career, Mr. Castro served broker-dealers, investment advisers, investment partnerships, business development companies (BDCs), and specialty finance companies. He has advised clients through going public transactions and has performed engagements in connection with registration statements filed with the SEC. His client roster has included prominent firms such as Fir Tree Partners, Fred Alger & Company, Greenlight Capital, Lord Abbett, Nikko Securities, Prospect Capital Corporation, Renaissance Technologies, and York Capital, among others.

 

Mr. Castro has also served as a financial expert in a number of high-profile legal matters, including proceedings involving Bear Stearns, Ames Department Stores, and several of the Big Four accounting firms in connection with matters such as Madoff, Manhattan Fund, and Refco. He has provided expert testimony on behalf of clients before the SEC, FINRA, and the CFTC.

 

Beyond his professional practice, Mr. Castro is a professor at Hofstra University and in the CUNY system, where he has taught Advanced Accounting at the graduate level and Accounting Principles, Intermediate Accounting, and Cost Accounting at the undergraduate level. He has been quoted as an expert on the hedge fund industry by publications including Alpha Magazine, Hedge Fund Law Report, and Barron’s.

 

Mr. Castro holds a Bachelor of Science in Accounting from Long Island University and is a Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He is a member of the American Institute of Certified Public Accountants and a past member of the New York State Society of Certified Public Accountants’ Stockbrokerage Committee.

 

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

 

Related Party Transactions. There are no transactions between Mr. Castro 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. Castro 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. Castro 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. Castro at such time as such arrangement is finalized.

 

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

 

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

 

 

Item 7.01

 

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

 

On April 6, 2026, the Company issued a press release announcing the nomination of Robert V. Castro, CPA, CGMA, to the Board of Directors and Audit Committee 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 of SecureTech Innovations, Inc. dated April 7, 2026, announcing the nomination of Robert V. Castro, CPA, CGMA, to the Board of Directors and Audit Committee.*

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 8, 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 V. Castro, CPA, CGMA, to Board of Directors and Audit Committee

 

Former Advisor to Certain Big Four Firms as Well as World Renowned Financial Services Firms Including Renaissance Technologies, Greenlight Capital, and Lord Abbett Brings 40+ Years of Audit and Financial Services Leadership

 

ROSEVILLE, MN – April 7, 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 the nomination of Robert V. Castro, CPA, CGMA, to serve as an Independent Director and member of the Company’s Audit, Compensation, and Nomination Committees.

 

Mr. Castro brings more than forty years of audit, tax, and business advisory experience, the majority of which was spent at BDO Seidman, LLP (now BDO USA, LLP), one of the largest and most respected accounting and advisory firms in the world. A retired audit partner, Mr. Castro was named in 1994 as BDO’s first-ever Managing Partner of the firm’s newly created Financial Services Group – a historic designation reflecting his standing as the firm’s national consulting resource for the financial services industry and one of its senior partners for Securities and Exchange Commission (SEC) matters.

 

Under Mr. Castro’s leadership, the Financial Services Group grew to encompass more than one hundred professionals delivering accounting, audit, tax, and business advisory services to the financial services community. The group’s excellence was recognized by Institutional Investor’s Alpha magazine, which named BDO’s Financial Services Group the best accounting firm serving the hedge fund industry – an honor the group received twice, making BDO the largest international accounting firm ever to have achieved that distinction.

 

Throughout his career, Mr. Castro served broker-dealers, investment advisers, investment partnerships, business development companies (BDCs), and specialty finance companies. He has advised clients through going-public transactions and has performed engagements in connection with registration statements filed with the SEC. His client roster has included prominent firms such as Fir Tree Partners, Fred Alger & Company, Greenlight Capital, Lord Abbett, Nikko Securities, Prospect Capital Corporation, Renaissance Technologies, and York Capital, among others.

 

Mr. Castro has also served as a financial expert in a number of high-profile legal matters, including proceedings involving Bear Stearns, Ames Department Stores, and several of the Big Four accounting firms in connection with matters such as Madoff, Manhattan Fund, and Refco. He has provided expert testimony on behalf of clients before the SEC, FINRA, and the CFTC.

 

Beyond his professional practice, Mr. Castro is a professor at Hofstra University and in the CUNY system, where he has taught Advanced Accounting at the graduate level and Accounting Principles, Intermediate Accounting, and Cost Accounting at the undergraduate level. He has been quoted as an expert on the hedge fund industry by publications including Alpha Magazine, Hedge Fund Law Report, and Barron’s. Mr. Castro holds a Bachelor of Science in Accounting from Long Island University and is a Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He is a member of the American Institute of Certified Public Accountants and a past member of the New York State Society of Certified Public Accountants’ Stockbrokerage Committee.

 

J. Scott Sitra, SecureTech’s President and Chief Executive Officer, stated: “Bob’s career represents over forty years at the very top of the accounting profession – building practices, advising the most sophisticated investors in the world, and guiding companies through the full complexity of public company compliance. That breadth of experience, combined with his independence and integrity, is exactly what SecureTech needs as we scale our operations and build the leadership infrastructure to match our growing ambitions.”

 

Mr. Castro commented, “I have spent my career helping organizations build the financial discipline and governance structures that allow them to grow with confidence. I am pleased to bring that perspective to SecureTech’s Board of Directors, and I look forward to working with the Company’s leadership and fellow directors to advance sound financial reporting, rigorous audit oversight, and governance practices that protect and serve the interests of all shareholders.”

 

Mr. Castro’s nomination is part of SecureTech’s broader initiative to attract experienced independent leaders to its Board as the Company continues executing its business plan. SecureTech plans to announce its third and final director nominee in the coming days.

 

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 appointment of Mr. Castro to the Board of Directors and Audit Committee, 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 in this 8-K filing?

SecureTech Innovations announced the Board’s nomination of Robert V. Castro, CPA, CGMA, as an independent director and committee member. His appointment will become effective only after NASDAQ Capital Market listing approval and installation of acceptable directors’ and officers’ liability insurance coverage, strengthening the company’s planned governance framework.

Who is Robert V. Castro and what experience does he bring to SecureTech (SCTH)?

Robert V. Castro is a retired audit partner with over forty years of audit, tax, and advisory experience, primarily at BDO Seidman, LLP. He led BDO’s Financial Services Group, overseeing more than one hundred professionals serving financial institutions, and has extensive SEC, hedge fund, and complex financial services expertise.

What conditions must be met before Robert Castro joins SecureTech’s Board?

Robert Castro’s 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 acceptable to the Board. Until then, he is not deemed a director for any legal or regulatory purpose.

Will Robert Castro be considered an independent director at SecureTech Innovations?

SecureTech’s Board has determined that, once his appointment is effective, Robert Castro will qualify as an independent director under NASDAQ Capital Market rules and SEC Rule 10A-3. This status supports independent oversight on the Audit, Compensation, and Nomination Committees and aligns with public company governance expectations.

Has SecureTech Innovations set a compensation package for Robert Castro?

SecureTech reports that it has not yet entered into any compensatory arrangement with Robert Castro for his director service. The company plans to file an amendment to this report or a subsequent filing to disclose final compensation terms once those arrangements are completed and approved.

How does SecureTech describe its broader board and governance plans in this filing?

SecureTech describes Castro’s nomination as part of a broader initiative to attract experienced independent leaders to its Board as it executes its business plan. The company also notes plans to announce a third and final director nominee, emphasizing the development of its leadership and governance infrastructure.

Filing Exhibits & Attachments

4 documents