701 Fifth Avenue, Suite 4200 Seattle, WA
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| 98104
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
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| (206) 262-7799
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(Former name or former address, if changed since last report.)
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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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. ¨
INTRODUCTORY NOTE
Unless the context otherwise requires, “we,” “us,” “our,” “Spectral” and the “Company” refer to Spectral Capital Corporation, Inc., a Nevada corporation and its consolidated subsidiaries following the Closing (as defined below).
Item 1.01. Entry into a Material Definitive Agreement.
On September 10, 2024, the Company entered into an Acquisition Agreement to exchange shares (the “Exchange Agreement”) with Quantomo OU., an Estonian corporation (“Seller”), whereby the Company agreed to acquire from the Seller, and Seller agreed to sell to the Company, 100% of the Seller’s outstanding shares in exchange for 2,000,000 newly issued shares (the “Exchange Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”) and a one-time cash payment of $135,000 or (120,000 Euros).
On December 26, 2024, the Company entered into a Definitive Acquisition Agreement (“Agreement”) with Quantomo, OÜ (“Quantomot”), an Estonian company whereby the Company acquired technology owned by Quantomo related to analytic tomography for use in the acceleration of data access by classical, hybrid and quantum computing systems (the “IP”). Quantomo developed the IP under the guidance of Dr. Wolf Kohn. The Agreement is attached hereto as an exhibit.
The Agreement provides that Spectral issue Quantomo 2,000,000 common shares of Spectral and 120,000 Euros in exchange for the IP. Quantomo provided a description of the IP contained in Exhibit A to the Agreement. Quantomo provided certain representations to the Company in the Agreement as specified below:
·Transfer of the IP free of any liens, encumbrances or other impediments to free and exclusive use
·Representation that the IP is properly owned by Quantomo
·Quantomo confirms that all relevant IP necessary for the commercialization of the analytic tomograph is included and that no related intellectual property is held by any other entity
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 26, 2024, the Company completed the acquisition of the IP from Quantomo. However, the Company’s board of directors has not approved the issuance of the 2,000,000 common shares (“Shares”) of Spectral to Quantomo. Under the Agreement, the Company has up to 30 days to issue the Shares.
After giving effect to the shares issued in the asset purchase, there will be issued and outstanding common equity shares in the amount of 83,742,516 shares, par value $0.0001, of which there is only a single class. There are 5,000,000 preferred shares authorized, 2,000,000 of which have been designated as Series Quantum 1,000,000 of which are issued and outstanding.
The common stock trades on the OTCQB under the symbols “FCCN.”
Cautionary Note Regarding Forward-Looking Statements
This Report includes statements that express Spectral’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding Spectral’s intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, and strategies of Spectral and the markets in which Spectral operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Spectral.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
SPECTRAL CAPITAL CORPORATION
DEFINITIVE ACQUISITON AGREEMENT
This Definitive Acquisition Agreement (this “Agreement”) is made and entered into as of December 26, 2024 (the “Effective Date”) by and between Spectral Capital Corporation, a Nevada corporation (the “Company” or “Spectral”), Quantomo OÜ, an Estonian Company (“Quantomo”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
The Company desires to acquire certain intellectual property developed by Quantomo and Quantomo desires to sell such intellectual property to the Company. Therefore, the Parties agree as follows:
1.Transfer of Intellectual Property.
Concurrently with the execution of this Agreement or immediately thereafter, Quantomo agrees to cause to be transferred the intellectual property identified as Exhibit A attached hereto (the “IP”) to Spectral free of any liens, encumbrances or other impediments to free and exclusive use. This Agreement is designed to replace any previous agreement regarding the subject matter herein, including that agreement between the Parties dated September 10, 2024.
2.Acquisition.
Spectral agrees to acquire the IP from Quantomo in exchange for 2,000,000 common shares of Spectral (the “Shares”) to be delivered within 30 days of the execution of this Agreement to Quantomo and payment of 120,000 Euro, which has already been made. The Shares shall be subject to a lock up agreement that provides that the shares be restricted from trading for a period of 36 months and that, thereafter, the shares be sold only within trading windows approved by the Company’s board of directors. The Board of the Company may release shares from lock up before this time in its sole discretion.
3.Term and Termination
This Agreement is intended to be binding between the Parties and can only be cancelled by mutual agreement.
4.Closing
It is agreed by the Parties that the closing of this transaction and the transfer of the IP is intended to occur immediately upon signing of this Agreement. Quantomo represents it has all power and authority to enter into this Agreement and to transfer the IP as indicated herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
SPECTRAL CAPITAL CORPORATION
By:___________________________________
Jenifer Osterwalder, Chief Executive Officer
QUANTOMO, OÜ
By:___________________________________
Sascha Zilger, President