FCCN 8-K
SPECTRAL CAPITAL Corp (FCCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
Asset Purchase of Quantum Nanophotonics Technology
On December 16, 2024, the Company entered into a Definitive Acquisition Agreement (“Agreement”) with Verdant Quantum, OÜ (“Verdant”), an Estonian company and Moshik Cohen, whereby the Company acquired technology owned by Verdant related to plasmonics and quantum nanophotonics for use in the development of devices that significantly accelerate the functional processor speed of classical computers (the “IP”). Verdant developed the IP at its laboratory facility in Israel under the guidance of principal inventor Moshik Cohen (the “Inventor”). The Agreement is attached hereto as an exhibit.
The Agreement provides that Spectral issue Verdant 10,000,000 common shares of Spectral in exchange for the IP. Verdant provided a description of the IP contained in Exhibit A to the Agreement. Verdant 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
·Transfer of the IP includes any related or ancillary IP owned by the Inventor or any affiliate thereof
·Representation that the IP was properly transferred from the Inventor to Verdant
·The Inventor has confirmed that all relevant IP necessary for the commercialization of these innovations is included and that no related intellectual property is held by any other entity.
·The plasmonic technology IP has demonstrated in field testing that it enables data transmission and computation at speeds approaching that of light, significantly surpassing the capabilities of traditional parallel processing systems like those developed by companies in the parallel processing space.
As a result of the Agreement, the Inventor will also be appointed as Chief Technology Officer of the Company as well as the Chief Executive Officer of a to-be-formed Israeli subsidiary of the Company to further develop and commercialize the IP. The Inventor will receive an annual salary of $240,000 with potential annual cash bonus compensation that could bring his annual salary to $1,000,000. The Company will also request that the Board of Directors grant the Inventor options to purchase 2,000,000 common shares of Spectral at the current fair market value vesting over 4 years. The Agreement also provides that within 30 days of the Company’s listing on the NASDAQ or NYSE (“Listing”), the Company shall invest $25 million into Verdant IL on a milestone basis with a budget determined by mutual agreement between the Chairman of the Company and the Inventor.
Item 2.01 of this Report discusses the consummation of the Asset Purchase of Quantum Nanophotonics Technology and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 16, 2024, the Company completed the acquisition of the IP from Verdant. However, the Company’s board of directors has not yet issued the required common stock purchase options to the Inventor nor has the Company’s board of directors yet approved the issuance of the 10,000,000 common shares (“Shares”) of Spectral to Verdant. 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 81,742,516 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.
Exhibit No. |
| Description |
10.1 |
| Definitive Acquisition Agreement (“Agreement”) with Verdant Quantum, OÜ (“Verdant”), an Estonian company, Moshik Cohen and the Company dated December 16, 2024. |
99.1 |
| Press Release issued by Spectral Capital Corporation on December 18, 2024. |
104 |
| Cover Page Interactive Data (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| SPECTRAL CAPITAL CORPORATION | |
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Date: December 19, 2024 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder |
| Title: | Chief Executive Officer, President |
SPECTRAL CAPITAL CORPORATION
DEFINITIVE ACQUISITON AGREEMENT
This Definitive Acquisition Agreement (this “Agreement”) is made and entered into as of December 15, 2024 (the “Effective Date”) by and between Spectral Capital Corporation, a Nevada corporation (the “Company” or “Spectral”), Verdant Quantum OÜ, an Estonian Company (“Verdant”) and Moshik Cohen (“Inventor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
The Company desires to acquire certain intellectual property developed by Inventor and his team members and owned by Verdant and Inventor desires to become an officer of the Company after this acquisition. Therefore, the Parties agree as follows:
1.Transfer of Intellectual Property.
Concurrently with the execution of this Agreement or immediately thereafter, Inventor agrees to cause to be transferred or represents that he has caused to be transferred the intellectual property identified as Exhibit A attached hereto related to plasmonics (the “IP”) to Verdant free of any liens, encumbrances or other impediments to free and exclusive use.
2.Acquisition.
Spectral agrees to acquire the IP from Verdant in exchange for 10,000,000 common shares of Spectral (the “Shares”) to be delivered within 30 days of the execution of this Agreement to Verdant. 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. An initial window will be opened within 6-12 months that will allow Verdant to sell up to 100,000 shares, with a liquidity target of around $2,000,000. The Board of the Company may release shares from lock up before this time in its sole discretion.
3.Officer and Subsidiary
The Inventor shall become the Chief Technology Officer of the Company and the Chief Executive Officer of a newly formed Israeli subsidiary of the Company (“Verdant IL”). At January 31, 2025, the Company shall begin paying Inventor an annual salary of $240,000, with potential to earn quarterly cash bonuses on mutual agreement with a total annual cash compensation target of $1,000,000. Immediately upon execution of this agreement, the Company shall request that the board issue and 2,000,000 options to purchase shares in the Company vesting monthly over 4 years. Within 30 days of the Company’s listing on the NASDAQ or NYSE (“Listing”), the Company shall invest $25 million into Verdant IL on a milestone basis with a budget determined by mutual agreement between the Chairman of the Company and the Inventor.
This Agreement is intended to be binding between the Parties and can only be cancelled by mutual agreement or unless, upon technical due diligence, the Company determines that the IP is not viable within a period of 90 days from the execution of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
INVENTORSPECTRAL CAPITAL CORPORATION
By: By:___________________________________
Name: _____________Jenifer Osterwalder, Chief Executive Officer
VERDANT QUANTUM, OÜ
By:___________________________________
Sean Michael Brehm, President
EXHIBIT A
AS PER THE CONFIDENTIAL TRADE SECRET INTELLECTUAL PROPERTY CONVEYANCE SIGNED BETWEEN THE PARTIES ON DECEMBER 15, 2024
Spectral Capital Appoints Dr. Moshik Cohen as Chief Technology Officer
SEATTLE, December 18, 2024 – Spectral Capital Corporation (OTCQB: FCCN), a pioneer in Quantum as a Service (QaaS) and decentralized cloud infrastructure, today announced the appointment of Dr. Moshik Cohen as its Chief Technology Officer (CTO). A globally recognized expert in plasmonics, nanophotonics, and quantum systems, Dr. Cohen will lead Spectral’s technology roadmap, driving innovations that accelerate the Company’s Quantum Bridge approach to bridge the gap from classical computing to future quantum architectures through deep technology innovation.
“Dr. Moshik Cohen is a visionary leader whose groundbreaking research in plasmonics and deep technology and semiconductor experience has reshaped what’s possible in making practical strides in transfer and computation,” said Sean Michael Brehm, Chairman of Spectral Capital. “With his expertise, Spectral is transforming itself from a Quantum as a Service Company (QaaS) to a Deep-tech holding company with the world’s most practical IP in Quantum Computing.
Leading Expertise in Plasmonics and Nanophotonics
Plasmonics, the study of light-induced electron waves on nanoscale metal surfaces, enables data transmission at near-light speed while operating with minimal power consumption. Dr. Cohen’s pioneering work has demonstrated plasmonic technologies that can significantly enhance classical computing systems:
·Ultra-Fast Data Transfer: Achieving speeds approaching the speed of light.
·Energy Efficiency: Operating at low power with reduced heat generation.
·Room-Temperature Operation: Practical advancements for real-world applications.
With more than two decades of experience spanning cutting-edge research and commercialization, Dr. Cohen has consistently delivered scalable, high-impact solutions across industries, including telecommunications, autonomous systems, and quantum technologies.
About Dr. Moshik Cohen
Dr. Cohen holds a PhD in Physical Electronics and has led groundbreaking research in plasmonics, nanophotonics, and quantum systems. His contributions have been featured in Nature, Science, and other top-tier scientific journals, advancing global understanding of how plasmonic technologies can unlock near-light-speed computing.
Prior to joining Spectral, Dr. Cohen held leadership roles at globally recognized organizations:
·Wisense Technologies: Founder and CEO, leading innovations in imaging radar and advanced sensors for autonomous systems.
·Samsung Electronics: Director of R&D, developing neuromorphic processors and AI-driven systems.
·Israel Aerospace Industries (IAI): Group Lead, advancing autonomous and defense technologies.
·Intel Corporation: Driving innovations in millimeter-wave RFICs and phased-array antennas for next-generation communication systems.
“Spectral’s vision for a new era of computing aligns perfectly with the potential of plasmonics,” said Dr. Moshik Cohen. “We are on the cusp of enabling classical systems to achieve near-quantum-level speeds. I look forward to leading Spectral’s technical innovation and delivering solutions that will transform industries and pave the way for practical quantum computing.”
Positioned for Transformation
Under Dr. Cohen’s leadership, Spectral is enhancing its commitment to deep-tech innovation and scalable solutions that redefine classical computing. Leveraging expertise in plasmonics and advanced quantum systems, Spectral continues to explore strategic opportunities that align with its mission to deliver the next generation of speed and efficiency in data transmission and computation. “With decades of groundbreaking research, Dr. Cohen has proven his ability to turn visionary ideas into practical scalable solutions,” said Jenifer Osterwalder, CEO of Spectral Capital. “His work will accelerate Spectral’s current Quantum Bridge initiative and deliver next-generation technologies that redefine speed, efficiency, and scalability while connecting classical compute to emerging quantum systems.”
The Company will be providing further updates on Spectral’s advancements and a technological roadmap will be shared in the near term.
About Spectral Capital Corporation
Founded in 2000 and based in Seattle, Washington, Spectral Capital (OTCQB: FCCN) is a technology startup accelerator and quantum incubator. Specializing in Quantum as a Service (QaaS), Spectral leverages its proprietary Distributed Quantum Ledger Database (DQ-LDB) to deliver secure, advanced storage and computing solutions.
For more information, visit www.spectralcapital.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and
unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.