8-K - OVTZ - Equibles

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

October 15, 2025

Date of Report (Date of earliest event reported)

OCULUS INC.

(Exact name of registrant as specified in its charter)

Wyoming	0-29651	06-1576391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
507 – 837 West Hastings Street<br> Vancouver, British Columbia, Canada	V6C 3N6
---	---
(Address of principal executive offices)	(Zip Code)

(604) 685-1017

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07. Submission of Matters to a Vote of Security Holders

Results of the Annual Meeting of Stockholders

An Annual Meeting of Stockholders (the “Meeting”) of the Company was held on October 15, 2025 to approve the agenda items described below.

Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

A total of 45,928,874 shares (50.24% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the August 19, 2025 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.

Agenda Item 1. To elect six directors:

Nominee	For
Anton J. Drescher	38,720,464	(97.84%)	855,206	(2.16%)
Fabrice Helliker	38,725,651	(97.85%)	850,019	(2.15%)
Maurice Loverso	38,733,587	(97.87%)	842,083	(2.13%)
Rowland Perkins	38,741,093	(97.89%)	834,577	(2.11%)
Tom Perovic	38,888,523	(98.26%)	687,147	(1.74%)
Ron Wages	38,753,513	(97.92%)	822,157	(2.08%)

There were 6,353,204 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 2. To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
44,533,975	(96.96%)	797,766	(1.74%)	597,132	(1.30%)

There was one broker non-vote with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

Agenda Item 3. To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
38,586,330	(97.50 %)	894,060	(2.26%)	95,280	(0.24%)

There were 6,353,204 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

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Agenda Item 4. To approve the amendment to Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio between 1-for-2 and 1-for-10, with such ratio, implementation and timing of the reverse stock split to be determined at the discretion of the board of directors. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
43,402,509	(94.50%)	1,616,705	(3.52%)	909,660	(1.98%)

There were no broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On October 15, 2025 the Company issued a news release to announce the results of the Meeting. The Meeting was held on October 15, 2025 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 45,928,874 common shares, representing 50.24% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the Meeting. The following individuals were elected, by ballot, as directors of the Company: Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic, and Ron Wages.

The detailed results of voting by ballot in respect of the election of directors were as follows:

	Votes For (#)	Votes For (%)		Votes Against or Withheld/Abstain (#)	Votes Against or Withheld/Abstain (%)
Election of Anton J. Drescher	38,720,464	(97.84%	)	855,206	(2.16%	)
Election of Fabrice Helliker	38,725,651	(97.85%	)	850,019	(2.15%	)
Election of Maurice Loverso	38,733,587	(97.87%	)	842,083	(2.13%	)
Election of Rowland Perkins	38,741,093	(97.89%	)	834,577	(2.11%	)
Election of Tom Perovic	38,888,523	(98.26%	)	687,147	(1.74%	)
Election of Ron Wages	38,753,513	(97.92%	)	822,157	(2.08%	)

Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,353,204 common shares were represented by proxy, but not voted.

By a resolution unanimously passed, Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2025 and, in accordance with the Articles of the Company, the directors were authorized to fix the auditors remuneration.

By a resolution, the shareholders unanimously ratified and approved the continuation of the Company’s Omnibus Equity Incentive Compensation Plan.

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By a resolution, the shareholders unanimously ratified and approved the amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio between 1-for-2 and 1-for-10, with such ratio, implementation and timing of the reverse stock split to be determined at the discretion of the board of directors.

The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.

A copy of the news release is attached as Exhibit 99.1 hereto.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On October 15, 2025, the Company’s Board of Directors convened a meeting immediately following the Meeting and reappointed the following officers:

Roland Perkins	President and Chief Executive Officer;
Anton J. Drescher	Corporate Secretary and Chief Financial Officer.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	News Release dated October 15, 2025.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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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 hereunto duly authorized.

	OCULUS INC.
DATE: October 15, 2025	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Corporate Secretary and CFO

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ex_870671.htm

Exhibit 99.1

#507, 837 West Hastings Street

Vancouver, British Columbia

Canada V6C 3N6

www.ovtz.com

N E W S R E L E A S E

Oculus Inc. Reports 2025 Annual Meeting of Stockholders Results

Vancouver, British Columbia – (October 15, 2025) - Oculus Inc. (TSXV: OVT; OTCQB: OVTZ; FSE: USF1) is pleased to announce the results of its 2025 Annual Meeting of Stockholders (“Meeting”). The Meeting was held on October 15, 2025 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 45,928,874 common shares (50.24 % of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the August 19, 2025 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.

Agenda Item 1

The detailed results of voting by ballot in respect of the election of directors were as follows:

Nominee	Votes For		Votes Withheld
Anton J. Drescher	38,720,464	(97.84%)	855,206	(2.16%)
Fabrice Helliker	38,725,651	(97.85%)	850,019	(2.15%)
Maurice Loverso	38,733,587	(97.87%)	842,083	(2.13%)
Rowland Perkins	38,741,093	(97.89%)	834,577	(2.11%)
Tom Perovic	38,888,523	(98.26%)	687,147	(1.74%)
Ron Wages	38,753,513	(97.92%)	822,157	(2.08%)

Agenda Item 2

To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024. The votes cast for or against this agenda item, and the numbers of abstentions, were as follows:

For		Against		Abstain
44,533,975	(96.96%)	797,766	(1.74 %)	597,132	(1.30 %)

Oculus Inc.	- 2 -	October 15, 2025
News Release – Continued

Agenda Item 3

To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
38,586,330	(97.50 %)	894,060	(2.26 %)	95,280	(0.24 %)

Agenda Item 4

To approve the amendment to Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio between 1-for-2 and 1-for-10, with such ratio, implementation and timing of the reverse stock split to be determined at the discretion of the board of directors. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against		Abstain
43,402,509	(94.50%)	1,616,705	(3.52 %)	909,660	(1.98%)

The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available under the Company’s profile on SEDAR+, on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.

About Oculus Inc.

Oculus Inc. (OVT), www.ovtz.com, is a cloud-native development-stage technology company focused on data compliance and digital privacy solutions for business customers worldwide. With offices in San Diego, California and Vancouver, British Columbia, the Company is currently expanding its’ new ComplyTrust® www.complytrust.com, product suite which includes the ComplyScan® cloud data protection and compliance tool and Forget-Me-Yes® B2B data privacy Software-as-a-Service (SaaS) platform, optimizing CCPA, GDPR, LGPD and other regulatory compliance legislation for Salesforce organizations worldwide that provide businesses with secure data privacy tools enabling sustained and continuous global regulatory compliance of data subject rights. OVTZ’s legacy Cloud-DPS digital content protection solution implements invisible forensic watermarking technology that seamlessly embeds imperceptible tracking components into documents and video-frame content that enables tamper-proof legal auditability for intellectual property protection.

Oculus Inc.	- 3 -	October 15, 2025
News Release – Continued

Learn more about Oculus at www.ovtz.com or follow us on Twitter (https://twitter.com/OculusVT) or Facebook (https://www.facebook.com/OculusVisionTech/)

About ComplyTrust® ****

ComplyTrust Inc. https://complytrust.com/, a 100% wholly-owned subsidiary of Oculus Inc., is specifically focused on providing enterprise organizations and individuals with secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights. Headquartered in San Diego, California, ComplyTrust was founded by industry veteran storage technology experts and is operated by an experienced management team.

Learn more about ComplyTrust at https://complytrust.com/.

For further information, contact:

Anton Drescher

Telephone: (604) 685-1017

Fax: (604) 685-5777

Website: http://ovtz.com/

TSXV: https://money.tmx.com/en/quote/OVT/company#profile-section-company-spoke

US OTC Markets (OTCQB): https://www.otcmarkets.com/stock/OVTZ/security

Berlin Borse: https://www.boerse-berlin.com/index.php/Shares?isin=US67575Y1091

Frankfurt Borse: https://www.boerse-frankfurt.de/equity/oculus-visiontech

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements and information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, statements as to the intended uses of the proceeds received from the Offering. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to, among others, the change of business focus of the management of Oculus, the inability of Oculus to pursue its current business objectives, the ability of the Company to obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including TSXV final acceptance of the Offering and any planned future activities, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s industry, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and Oculus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Oculus believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.

Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in Oculus’ periodic reports filed from time-to-time with the United States Securities Exchange Commission and Canadian securities regulators. These reports and Oculus’ public filings are available at www.sec.gov in the United States and www.sedarplus.ca in Canada.