Item 1.01Item 1.01 - Entry into Material Agreement
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.
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.
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 3.02Item 3.02 - Unregistered Sales of Equity
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
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.