8-K

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): June 22, 2021

W Technologies, Inc.

(Exact name of registrant as specified in its charter)

(424) 522-9977

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical facts included in this report are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” “will,” “would” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the registrant’s filings with the Securities and Exchange Commission (the “SEC”). Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the registrant’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the registrant’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The registrant assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Item 7.01. Regulation FD Disclosure.

On June 22, 2021, W Technologies, Inc. issued a press release announcing entry into a share exchange agreement with KryptoBank Co. (“KryptoBank”) and its stockholders, pursuant to which KryptoBank will become a wholly owned subsidiary of the Company. The share exchange is expected to close by July 31, 2021. Pursuant to the share exchange agreement, the Company will acquire 100% of KryptoBank’s issued and outstanding common stock in exchange for the issuance by the Company of common stock representing 90% of the Company’s issued and outstanding common stock. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 thereunto duly authorized.

ex_258841.htm

Exhibit 99.1

W Technologies Announces Entry into Share Exchange Agreement with KryptoBank

BEVERLY HILLS, Calif.,  June 22, 2021 /PRNewswire/ – W Technologies, Inc. (OTC: WTCG) (“W Technologies”) announced today that it has entered into a share exchange agreement with KrytoBank Co. (“KryptoBank”) and its stockholders, pursuant to which KryptoBank will become a wholly owned subsidiary of W Technologies. The share exchange is expected to close by July 31, 2021.

Pursuant to the share exchange agreement, W Technologies will acquire 100% of KryptoBank’s issued and outstanding common stock in exchange for the issuance by W Technologies of common stock representing 90% of W Technologies’ issued and outstanding common stock.

In 2021, the crypto market value hit $2 trillion for the first time, and it is forecasted to hit $10 trillion dollars in under 10 years. The crypto market has quickly become one of the biggest wealth generators in the world. KryptoBank plans to leverage its team’s extensive knowledge and expertise in the crypto markets to vet digital assets and provide its investors with a simple path to a sound digital asset portfolio.

Mikael Lundgren, President, Chairman, Chief Executive Officer and Chief Financial Officer of W Technologies, commented, “As cryptocurrencies grow and new utility tokens are launched, the markets become increasingly more difficult to navigate. KryptoBank plans to use its vast network of crypto relationships and connections to participate in the launch and development of utility tokens, with management, consulting, and funding. KryptoBank seeks to gain access to early-stage utility tokens so KryptoBank investors may share in the potential upside of these digital assets.

“KryptoBank’s team has participated in the development of digital assets and blockchain companies. Some of their earliest projects are now firmly in the top 50 tokens by market capitalization. KryptoBank believes that its unique platform can help users avoid the need to navigate the ever-more confusing crypto market and participate in the digital asset market with reduced risk and increased confidence.”

Forward-Looking Statements

This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, along with terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should,” and other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief or current expectations of W Technologies, Inc. and members of its management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including the statements regarding possible future.

For more information, press only:

Mikael Lundgren

mg.l@wtechnologiescorp.com

1 424 522-9977