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BCS

Current Report · Items 1.01, 2.03, 3.02, 9.01 · 8-K

SECURETECH INNOVATIONS INC

SCTHOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities

Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement and Master Promissory Note On October 16, 2026 (“Closing Date”), SecureTech Innovations, Inc. (“SecureTech” or “Company”) entered into a Securities Purchase Agreement (“Purchase Agreement”) with Hinterland Partners LLC, a Delaware limited liability company (“Holder”), pursuant to which SecureTech issued to the Holde…

Filed Oct 21, 2026Accepted Oct 21, 2026, 4:35 PM EDTCIK 1703157Accession 0001017386-26-000144
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Company context

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.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD DisclosureOct 27, 2026
  2. 4 filingOct 26, 2026
  3. 4 filingOct 26, 2026
  4. 10-K/A filingSep 23, 2026
  5. S-1 filingSep 9, 2026

Disclosure sections

Items 1.01, 2.03, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement and Master Promissory Note On October 16, 2026 (“Closing Date”), SecureTech Innovations, Inc. (“SecureTech” or “Company”) entered into a Securities Purchase Agreement (“Purchase Agreement”) with Hinterland Partners LLC, a Delaware limited liability company (“Holder”), pursuant to which SecureTech issued to the Holder a convertible promissory note in the aggregate principal amount of up to $10,000,000 (“Note”), for an aggregate purchase price of up to $9,000,000, reflecting an original issue discount of up to $1,000,000. The Note is structured as a master note under which amounts are advanced in separate tranches (each, a “Tranche”). On the Closing Date, the Holder funded the first Tranche, consisting of a purchase price of $350,000 and a principal amount of $388,888.89 (“First Tranche”). Any additional Tranche may be funded only upon the mutual written agreement of SecureTech and the Holder, and the Holder is not obligated to fund any Tranche other than the First Tranche. Amounts under the Note are deemed outstanding only to the extent of Tranches actually funded, and the aggregate principal amount of all Tranches may not exceed $10,000,000. From the $350,000 purchase price of the First Tranche, the following amounts were withheld or paid at closing: (i) a placement agent fee of $24,500 paid to Craft Capital Management LLC, a registered broker-dealer, which acted as placement agent for the transaction; (ii) $10,000 for the Holder’s legal fees and due diligence costs under the Purchase Agreement; and (iii) $22,500 for the Holder’s legal fees and due diligence costs relating to a separate potential financing transaction between SecureTech and the Holder. SecureTech received net proceeds of $293,000, which it intends to use for business development and general working capital. The principal terms of the Note are as follows: • Interest. Each Tranche bears a one-time interest charge equal to six percent (6%) of its principal amount (up to $600,000 in the aggregate). The interest charge on the First Tranche is $23,333.33. Any amount not paid when due bears default interest at the lesser of 18% per annum or the maximum rate permitted by law. • Maturity. Each Tranche matures twelve (12) months after its funding date. The First Tranche matures on October 16, 2027. • Conversion. Beginning on the earlier of (i) 180 days after the funding date of a Tranche or (ii) the occurrence of an event of default, the Holder may convert the outstanding principal and interest of that Tranche into shares of SecureTech’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price equal to 60% of the lowest traded price of the Common Stock during the fifteen (15) trading days immediately preceding the conversion date, subject to customary adjustment for stock splits, stock dividends, combinations and similar events. The Holder may deduct $1,500 from each conversion to cover its conversion costs. The Holder may not convert to the extent it would beneficially own more than 4.99% of the outstanding Common Stock after giving effect to the conversion. • Prepayment. At any time within 180 days after the funding date of a Tranche, SecureTech may prepay that Tranche, in whole or in part, on three (3) trading days’ prior written notice, by paying up to 99.9% of its outstanding principal plus all accrued and unpaid interest, without premium. The Note does not permit prepayment of a Tranche after that 180-day period. • Ranking. The Note is an unsecured obligation of SecureTech. The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Note was, and any shares of Common Stock issuable upon conversion of the Note will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). The Holder represented that it is an “accredited investor” and that it is acquiring the securities for its own account and not with a view to their distribution in violation of the Securities Act. The Note and any shares issuable upon its conversion have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Filed exhibits (1)
EX-4.1 (by filename) ex41.htm

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: Up to $10,000,000.00 Issue Date: October 16, 2026 ──────────────────────────────────────────────────────────────────────────── Purchase Price: Up to $9,000,000.00 PROMISSORY NOTE FOR VALUE RECEIVED, SECURETECH INNOVATIONS, INC., a Wyoming corp…

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