SECURETECH INNOVATINS INC 8-K Filings

SecureTech Innovations, Inc. entered into a Permanent Subsidiary and Earnout Election Agreement under which it unanimously elected with its partners to forgo a previously contemplated spin-off and retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent subsidiaries. The company confirms it holds, directly and indirectly, 100% of the voting power and management control of these entities, with an approximately 12% interest in Zhejiang Jizhu characterized as a non-controlling minority interest. In exercising a “No Spin-Off Earnout” provision, SecureTech issued 357 shares of Series A Preferred Stock to AIUP Holding Limited as contingent consideration under the 2025 acquisition agreement; this contingent consideration was initially recognized in equity at a fair value of $1,652,910 and the issuance is accounted for within equity without creating additional goodwill. Each preferred share is convertible into 10,000 shares of common stock and carries the rights in the Series A Certificate of Designation, and the founding shareholder retains the right to designate one board member. No cash proceeds, underwriting discounts, or breakup fees were incurred. The issuance relied on Securities Act Section 4(a)(2), so the shares are restricted securities subject to resale limitations. In a related press release, SecureTech highlights plans to expand AI UltraProd’s U.S. operations and notes ongoing preparations for a potential Nasdaq listing, including engagement of a PCAOB-registered audit firm, securities counsel, an underwriter, and independent directors.

SecureTech Innovations, Inc. dismissed Gary Cheng CPA Limited as its independent auditor on July 31, 2026 and engaged Marcum Asia CPAs LLP to review 2026 interim results and audit 2026 financial statements. Management identified classification errors in prior filings and, after discussion with GCCPA, concluded that financial statements for the fiscal year ended December 31, 2025 and certain 2025–2026 interim periods should no longer be relied upon and will be restated.

The restatement reclassifies a redeemable non-controlling interest to mezzanine equity and moves certain accounts receivable from current to non-current assets; SecureTech states these balance-sheet changes do not affect previously reported revenue or cash. The company reports material weaknesses in internal control, including absence of an audit committee and weaknesses over complex equity and balance-sheet classifications, and has nominated three independent directors as part of plans to strengthen governance and pursue a Nasdaq listing.

SecureTech Innovations, Inc. appointed Anthony Vang as its full-time Chief Financial Officer, effective June 5, 2026. He will retain his existing roles as Director, Secretary, Treasurer, and Principal Financial Officer, responsibilities he has held since the company’s incorporation on March 2, 2017.

The board notes this appointment formally recognizes the financial leadership duties Mr. Vang has already been performing, including overseeing accounting, SEC reporting support, and operations for the U.S. parent and its China-based subsidiary. He will continue serving as full-time CFO without compensation until a Compensation Committee is seated and sets an appropriate package.

The company states there are no new employment, change-in-control, or other compensatory agreements linked to this appointment, and no disclosable related-party transactions or family relationships. SecureTech also highlights that the move aligns with governance enhancements as it pursues an uplisting of its common stock to the Nasdaq Capital Market.

SecureTech Innovations, Inc. entered into two new 10% convertible promissory notes to raise cash and refinance debt. Willow Creek Capital Holdings, LLC purchased a note with $112,500 principal, providing $100,000 in net proceeds after an original issue discount and legal fees. Red Rock Development Group, LLC purchased a note with $445,000 principal, providing $400,000 in net proceeds. Both notes mature on May 8, 2027 and become convertible after six months at 60% of the lowest trading price over the prior 15 trading days. SecureTech also fully repaid a prior $150,000 CFI Capital, LLC convertible note for $244,362.33, with no stock conversions, and states it intends to repay the new notes in cash and not register their resale.

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

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

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.

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.

SecureTech Innovations has nominated Brian Zucker, CPA, as an independent director and member of its Audit Committee. His appointment will take effect once the company’s shares are approved for listing on the NASDAQ Capital Market and all related requirements and regulatory approvals are met.

Zucker is a seasoned securities-industry executive with more than thirty years of experience in accounting, financial operations, and regulatory compliance. He has held senior roles at multiple public companies and currently serves as CFO and Financial Operations Principal for broker-dealers and hedge funds.

The company describes his appointment as part of a broader effort to build a qualified, experienced, and independent board to support SecureTech’s growth strategy across artificial intelligence-driven manufacturing, blockchain-based infrastructure and cybersecurity, and patented vehicle security technologies.

SecureTech Innovations, Inc. changed its capital structure through a share exchange with three shareholders. A total of 14,300,000 shares of common stock were exchanged for 1,430 shares of Series A Preferred Stock, and the common shares were canceled under SecureTech’s Share Reduction Plan. After these transactions, as of January 12, 2026, the company had 17,077,368 common shares and 19,725 Series A Preferred shares issued and outstanding.

SecureTech Innovations (SCTH) reported two equity actions on November 5, 2025. The company entered Share Exchange Agreements where 4,000,000 shares of common stock were exchanged for 400 shares of Series A Preferred Stock, and the common shares were canceled under its Share Reduction Plan.

SecureTech also issued 56,413 shares of common stock to two independent consultants, valued at $224,048.75 in total, or approximately $3.97 per share. As of November 10, 2025, the company had 31,370,414 common shares and 18,095 Series A Preferred shares issued and outstanding.

SecureTech Innovations, Inc. entered into a securities purchase agreement with CFI Capital LLC, under which CFI purchased a 6% convertible promissory note with a principal amount of $150,000, including a $15,000 original issue discount retained by CFI. The note matures on September 18, 2026. After the sixth monthly anniversary, the holder may convert any outstanding principal into SecureTech common stock at a price equal to 60% of the lowest trading price over the fifteen trading days before a conversion notice. SecureTech characterizes this arrangement as a direct financial obligation on the company.