8-K
Securetech Innovations, Inc. (SCTH)
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): March 30, 2026
**** **** **** **** **** SecureTech Innovations, Inc. **** **** **** **** ****
(Exact name of registrant as specified in its charter)
| Wyoming | 000-55927 | 82-0972782 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification Number) |
**** 2355 Highway 36 West, Suite 400, Roseville, MN
55113
(Address of principal executive offices and zip code)
**** **** **** **** **** **** **** **** **** **** **** **** **** **** **** (651) 317-8990 **** **** **** **** **** **** **** **** **** **** **** **** ****
(Registrant’s telephone number, including area code)
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):
¨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 (17CFR240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 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 |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | SCTH | OTCQB |
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 Form 8-K and other reports filed by SecureTech Innovations, Inc. ("SecureTech") with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward-looking statements and information based on our management's beliefs, current information, estimates, and assumptions. Words like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately,' and similar expressions identify these forward-looking statements as they relate to our business or management. Such statements reflect our management’s current view regarding future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K) that relate to our industry, operations, and results. If these risks or uncertainties materialize or, if our assumptions prove incorrect, actual results may differ significantly from those anticipated in these forward-looking statements.
While we believe the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including US securities laws, we do not intend to update any forward-looking statements in this Form 8-K or elsewhere.
| Item 3.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On March 31, 2026, the Board of Directors ("Board") of SecureTech Innovations, Inc. (“SecureTech” or "Company") nominated Brian Zucker, CPA, age 64, to serve as an independent director and as a member of the Audit Committee of the Board, subject to and effective upon the conditions described below.
Conditions to Effectiveness of Appointment. Mr. Zucker's appointment to the Board, the Audit Committee, the Compensation Committee, and the Nomination Committee will not become effective until the following conditions have been satisfied: (i) the Company's common stock has been approved for listing on the NASDAQ Capital Market and such listing has become effective; and (ii) the Company has obtained directors' and officers' liability insurance ("D&O Insurance") coverage at coverage levels satisfactory to the Board. Until both conditions have been satisfied, Mr. Zucker will not be deemed a director of the Company for any purpose, including for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or the rules of the NASDAQ Capital Market. The Company is disclosing Mr. Zucker's nomination at this time pursuant to Item 5.02(d) of Form 8-K to provide timely disclosure of the nomination.
Background and Qualifications. Mr. Zucker brings more than thirty years of experience in accounting, financial operations, and regulatory compliance within the securities industry. He currently serves as Chief Financial Officer and Financial Operations Principal for multiple broker-dealers and hedge funds. Earlier in his career, Mr. Zucker was a Senior Consultant at Deloitte Haskins & Sells and Price Waterhouse, where he provided accounting, tax, and regulatory advisory services to public companies, broker-dealers, hedge funds, and high-net-worth individuals.
Mr. Zucker has held senior executive and board-level positions at several public companies, including President and Chairman of Atlantis Business Development Corp. (OTCQB: ABDV), Chief Financial Officer of Natcore Solar Technology, Inc. (OTCQB: NTCXF), Managing Director of American Frontier Financial Corp. (OTCQB: EVIS), and currently serves as an independent director of NanoViricides, Inc. (NYSE American: NNVC).
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Mr. Zucker is a Certified Public Accountant licensed in New York and New Jersey and holds multiple FINRA registrations, including Series 7, 24, 27, 53, 63, 79, and 99. He earned a Bachelor of Science in Public Accounting from Pace University (New York) and is an active member of the American Institute of Certified Public Accountants (AICPA), the New Jersey Society of CPAs, and the New York Society of CPAs.
Board Committee Assignments. Upon the effectiveness of his appointment, Mr. Zucker is expected to serve on the Audit Committee, the Compensation Committee, and the Nomination Committee of the Board.
Related Party Transactions. There are no transactions between Mr. Zucker and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Independence. The Board has determined that, upon the effectiveness of his appointment, Mr. Zucker will qualify as an independent director under the applicable rules of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act.
Compensatory Arrangements. The Company and Mr. Zucker have not yet entered into a compensatory arrangement in connection with his service as a director. The Company will file an amendment to this Current Report on Form 8-K/A or a subsequent Current Report on Form 8-K to disclose any compensatory arrangement entered into with Mr. Zucker at such time as such arrangement is finalized.
Family Relationships. There are no family relationships between Mr. Zucker and any of the Company's current directors or executive officers.
There is no arrangement or understanding between Mr. Zucker and any other person pursuant to which Mr. Zucker was nominated to serve as a director.
| Item 7 .0 1 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On March 31, 2026, the Company issued a press release announcing the nomination of Brian Zucker, CPA, to the Board of Directors and Audit Committee of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended ("Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| 99.1 | Press Release of SecureTech Innovations, Inc. dated March 31, 2026, announcing the nomination of Brian Zucker, CPA, to the Board of Directors and Audit Committee.^*^ |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith and not "filed" for purposes of Section 18 of the Exchange Act.
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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.
| Dated: April 1, 2026 | By: | SECURETECH INNOVATIONS, INC.<br><br><br><br><br><br><br><br><br><br><br><br>/s/ J. Scott Sitra |
|---|---|---|
| President, Chief Executive Officer,<br><br><br>Principal Executive Officer, and Director |
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Press Release
SecureTech Innovations Appoints Brian Zucker,CPA, to Board of Directors and Audit Committee
Accomplished Securities-Industry Executive with 30+Years of Experience Strengthens Company’s Corporate Governance
ROSEVILLE, MN – March 31, 2026 – SecureTech Innovations, Inc. (OTCQB: SCTH), a diversified technology holding company advancing artificial intelligence initiatives, industrial 3D printing and manufacturing technologies, and blockchain-based digital infrastructure and assets, today announced the nomination of Brian Zucker, CPA, to serve as an Independent Director and member of the Company’s Audit Committee.
Mr. Zucker’s appointment will become effective upon the formal seating of directors following the Company’s approval to list its shares on the NASDAQ Capital Market, subject to the satisfaction of all applicable listing requirements and regulatory approvals.
Mr. Zucker brings more than thirty years of hands-on experience in accounting, financial operations, and regulatory compliance within the securities industry. He currently serves as Chief Financial Officer and Financial Operations Principal for multiple broker-dealers and hedge funds. Earlier in his career, Mr. Zucker was a Senior Consultant at Deloitte Haskins & Sells and Price Waterhouse. Throughout his career he has delivered accounting, tax, and regulatory advisory services to public companies, broker-dealers, hedge funds, and high-net-worth individuals.
Mr. Zucker has held senior executive and board-level positions at several public companies, including President and Chairman of Atlantis Business Development Corp. (ABDV), Chief Financial Officer of Natcore Solar Technology, Inc. (NTCXF), Managing Director of American Frontier Financial Corp. (EVIS), and serves as an independent director at NanoViricides, Inc. (NYSE: NNVC). He is a Certified Public Accountant licensed in both New York and New Jersey and holds multiple FINRA licenses, including Series 7, 24, 27, 53, 63, 79, and 99. He earned a Bachelor of Science in Public Accounting from Pace University (New York) and is an active member of the American Institute of Certified Public Accountants (AICPA), the New Jersey Society of CPAs, and the New York Society of CPAs.
J. Scott Sitra, SecureTech’s President and Chief Executive Officer, stated: “Brian’s depth of experience across the securities industry, public company governance, and financial oversight is exactly the kind of leadership we are building toward as SecureTech advances its technology initiatives and pursues its next chapter of growth. We are pleased to welcome him to our Board and look forward to the perspective and rigor he will bring.
Mr. Zucker commented: “I am honored to be nominated to SecureTech’s Board of Directors. I look forward to working alongside the Company’s leadership to support strong financial controls, rigorous audit oversight, and governance practices that serve the best interests of all shareholders.”
Mr. Zucker’s appointment is one element of SecureTech’s broader initiative to build a qualified, experienced, and independent Board befitting a company at this stage of its growth. SecureTech intends to announce two additional director nominees in the coming days.
About SecureTech Innovations
SecureTech Innovations, Inc. (OTCQB: SCTH) is a diversified technology holding company whose subsidiaries operate across artificial intelligence-driven manufacturing, blockchain-based digital infrastructure and cybersecurity, and patented vehicle security systems. Its portfolio companies include AI UltraProd, which develops AI-powered industrial 3D manufacturing solutions; Piranha Blockchain, which focuses on Web3 security architecture, digital asset infrastructure, and cybersecurity systems; and Top Kontrol, which holds patented vehicle anti-theft and anti-carjacking technology. SecureTech’s mission is to deliver practical, transformative technologies that improve safety, automation, and digital resilience across multiple industries.
For further information, visit our websites:
securetechinnovations.com | aiultraprod.com | piranhablockchain.com
| topkontrol.com
Disclaimer & ForwardLooking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may include, but are not limited to, statements regarding the Company’s plans to seek listing on the NASDAQ Capital Market, the expected appointment of Mr. Zucker to the Board of Directors and Audit Committee, and the Company’s corporate governance objectives. These statements are often identified by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately,” and similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those expressed or implied, including the risk that the Company’s NASDAQ listing application may not be approved, that required regulatory or shareholder approvals may not be obtained, and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K. The Company’s SEC filings are available at www.sec.gov. SecureTech undertakes no obligation to update any forward-looking statement to reflect new information, future events, or otherwise, except as required by applicable law.
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Media Contact
SecureTech Innovations, Inc.
Email: ir@securetechinnovations.com
Phone: (651) 317-8990
Website: www.securetechinnovations.com