8-K - STEK - 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

Date

of Report (Date of earliest event reported):

December 2, 2024

STEMTECH

CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-172172	87-2151440
(State<br> of incorporation)	(Commission<br> File Number)	(IRS<br> Employer No.)

4851 Tamiami Trail North

Suite 200

Naples, FL 34103

(Address of principal executive offices and Zip Code)

(954) 715-6000

(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:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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)	Nameof each exchange on which registered
Common Stock, par value $0.001	STEK	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. ☐

Item 1.01	Entry into a Material Definitive Agreement

As described under Item 7.01 of this Report, on November 29^th^, 2024 Stemtech (the “Company”) signed a non-binding Letter of Intent (LOI) for a proposed Reverse Takeover (RTO) of Eevia Health Plc ("Eevia"), a Finnish producer of bioactive organic Arctic plant extracts and nutraceuticals and has its common stock listed on the Swedish Spotlight Stock Market under the symbol "EEVIA".

Under the proposed RTO, Eevia will acquire the assets of the Stemtech and Seacret Direct, LLC d/b/a /Viago (“Viago”) by Eevia issuing new shares, resulting in Stemtech owning approximately 85% of Eevia, and the Eevia stockholders owning the remaining 15% of shares. The final valuation, share issuance, and terms are subject to negotiation and the completion of the due diligence process.

As a condition of this RTO into Eevia, Stemtech & Viago have addressed Eevia’s needs for a seamless corporate confluence into Eevia by virtue of the following conditions and terms in the previously disclosed merger agreement between them, which are planned to inure unto Eevia:

Pertinent terms of the December 2^nd^ Agreement between Stemtech and Viago are:

Viago will be acquired by the Company through a merger (“Merger”) in which Viago will become a wholly owned subsidiary of the Company, the Company will issue to the equity holders of Viago (“Members”) preferred stock (the “Preferred Stock”) that will have a stated value of $2.50 per share and be convertible into our shares of common stock representing 50% of our fully diluted shares of the our common stock computed on the date of the closing (“Closing”) of the Merger, subject to dilution for the subsequent financing prior to the Closing (“Bridge Financing”) and financing available at the Closing (“Closing Financing”).

·	The Company and Viago will not:
o	Issue any securities that are material to any third party investors other than for financing of the Company and Viago on terms and<br>conditions that are mutually acceptable to the Company and Viago.
---	---
o	Sell or assign or license its assets, other than specified excluded assets of Viago that constitute any material assets, individually<br>or in the aggregate of all transactions.
·	The Company will negotiate the following agreements and enter into these agreements prior to the Closing:
---	---
o	Employment agreements (“Employment Agreements”) with certain specified senior executives on terms to be determined<br>and that are acceptable to the Company and Viago
---	---
o	Agreements (“Lock Up Agreements”) for officers, directors and specified stockholders that restrict the sale or<br>other transfer of their stock in the Company on terms to be determined and that are acceptable to Viago and us.
o	The form of an agreement (“Indemnification Agreement”) by the Company and each of our directors and officers confirming<br>our indemnification obligations on terms to be determined and that are acceptable to Viago and us.

| 2 |

| --- |

In connection with the Merger:

·	The Company’s board of directors will be changed to be 4 directors designated by the Company and 4 members designated by Viago.
·	At closing, Izhak Ben Shabbat shall be our Chief Executive Officer, John<br>W. Meyer our President and Chief Operating Officer, and Eddie Head, as our President and Chief Strategy Officer.
·	The Company will rebrand so that our current business will be transferred<br>to a subsidiary so we will be a public holding company that has its businesses in two separate subsidiaries and have a new trade name.

The Closing is conditioned upon the following:

·	Viago to provide 2 year financials audited by a reputable PCAOB registered independent accounting firm.
·	Approval by our stockholders of the terms of the merger, the Preferred Stock Certificate of Designation, and appropriate and normative<br>corporate requirements.
·	Approval by the Members of Viago of the Merger and related transactions by all appropriate company requirements, including customary<br>closing conditions.

The parties have the right to terminate the Merger Agreement upon certain customary conditions including if the closing has not occurred by June 25, 2025 or other covenants specified in the Merger Agreement are not performed by the date specified for such covenant.

We expect to draft and finalize the terms of the applicable related agreements and documents related to the Merger and the Closing, including, without limitation, the Certificate of Designation, amendment to our certificate of incorporation, Employment Agreements, Lock Up Agreements and form of Indemnification Agreement on mutually agreeable terms and conditions.

The Merger Agreement also includes other terms and conditions, including customary provisions. The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

Item 7.01	Regulation FD

We have entered into a non-binding letter of intent for a reverse takeover (“RTO”) of Eevia Health Plc (“Eevia”), a Finnish producer of bioactive organic Arctic plant extracts and nutraceuticals and has its common stock listed on the Swedish Spotlight Stock Market under the symbol “EEVIA”. Subject to the negotiation of the terms of a definitive agreement, the RTO is expected to result in the Company transferring its assets to Eevia and holding 85% of Eevia’s common stock. We issued a press release regarding this proposed RTO which is attached to this Report as Exhibit 99.2

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

| 3 |

| --- |

Forward-Looking Statements

Certain statements made in this Current Report are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “assume,” “estimate,” “would,” “could,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding: the proposed transactions contemplated by the merger agreement, including the benefits of the proposed business combination, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, continued expansion of product portfolios and the availability or effectiveness of the technology for such products; the longevity health care sector’s continued growth; and the expected timing of the proposed business combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the institution or outcome of any legal proceedings that may be instituted against the Company or Viago following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the stockholders of the Company or the Members, certain regulatory approvals, or satisfy other conditions to closing in the Merger Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail to close; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of Viago to satisfy its obligations under the Merger Agreement or grow and manage growth profitably and retain its key employees; (7) costs related to the proposed business combination and our ability to raise the Bridge Financing the Closing Financing; (8) changes in applicable laws or regulations; and (9) other risks and uncertainties indicated from time to time in that we reference in our Annual Report on Form 10-K for 2023 filed with the SEC. The foregoing list of factors is not exclusive, and we caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. We do not give any assurance that the Company will achieve its expectations by this Merger or otherwise.

No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits are filed as part of this Report.

Exhibit<br><br> <br>Number	Description
2.1	Merger Agreement by and between the Company and Seacret Direct, LLC
99.1	Press release by the Company made December 4, 2024 regarding the proposed Merger
99.2	Press release by the Company made December 5, 2024 regarding a Letter of Intent for a Proposed RTO
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

| 4 |

| --- |

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.

Date: December 6th, 2024

Stemtech Corporation
By:	/s/ Charles Arnold
	Charles<br> Arnold, CEO

| 5 |

| --- |

Exhibit 2.1

MERGER AGREEMENT

STEMTECH CORPORATION

STEMTECH MERGER COMPANY, LLC

AND SEACRET DIRECT LLC

MERGER AGREEMENT

STEMTECH CORPORATION

STEMTECH MERGER COMPANY, LLC

AND SEACRET DIRECT LLC

Table of Contents

ARTICLE 1. MERGER	1
1.1. General Terms.	1
1.2. Board of Directors.	2
1.3. Officers.	2
1.4. Rebranding.	2
1.5. Lock Up Agreements.	3
1.6. Indemnification Agreements.	3
1.7. Business Plan.	3
1.8. Consideration for the Merging Entity Assets.	3
1.9. Closing.	3
1.10. Announcements.	4
1.11. Termination of Agreement.	4
1.12. Section 351 Transaction.	4
ARTICLE 2. Conduct of Business.	4
2.1. Conduct of Business.	4
2.2. Bridge Financing.	4
2.3. D&O Insurance.	5
ARTICLE 3. Proprietary Information	5
ARTICLE 4. Ownership of Intellectual Property	5
ARTICLE 5. Patent Prosecution & Infringement	5
ARTICLE 6. Warranties/Indemnification	5
6.1. Representations and Warranties.	5
6.2. Disclaimer.	5
6.3. Indemnification.	5
ARTICLE 7. Assignability	8
ARTICLE 8. Term and Termination	8
8.1. Term.	8
8.2. Termination.	8
8.3. Survival.	9
ARTICLE 9. Closing and Conditions to Closing	10
9.1. Closing.	10
9.2. Conditions to Closing.	10
ARTICLE 10. Representations & Warranties	12
10.1. Representations and Warranties of the Company.	12
10.2. Representations and Warranties of Seacret.	15
10.3. Excluded Assets.	16
10.4. Scope of the Merger.	16
ARTICLE 11. Miscellaneous	17
11.1. Notices.	17
11.2. Governing Law; Jurisdiction and Venue.	17
11.3. Waiver.	18
11.4. Enforceability.	18
11.5. Entire Agreement and Amendment.	18
11.6. Headings.	18
11.7. Further Instruments.	18
11.8. Force Majeure.	18
11.9. Counterparts.	18
11.10. Amendment to the Agreement.	18

Schedules and Exhibits:

*Schedule 1.1(c)*List or Description of the Excluded Assets

*Schedule 1.3(b))*Employment Agreements and terms and conditions of employment

| i |

| --- |

MERGER AGREEMENT

STEMTECH CORPORATION

STEMTECH MERGER COMPANY, LLC

AND SEACRET DIRECT LLC

This Agreement (the “Agreement”) made as of the 2^nd^ day of December, 2024 by and among, STEMTECH CORPORATION, a Nevada corporation (the “Company”, and the “Surviving Corporation”), Stemtech Merger Company, LLC, an Arizona limited liability company (“MergerSubsidiary”), and SEACRET DIRECT LLC d/b/a VIÁGO, an Arizona limited liability company (“Seacret”).

PRELIMINARY STATEMENT

WHEREAS, Seacret is a multi-level marketing company specializing in cosmetic and personal care products from Dead Sea minerals, as well as a line of nutritional supplements, and a Lifestyle, travel and leisure membership service;

WHEREAS, The Company is in the business of distributing stem cell nutritional supplements, skin care and oral care products through the network marketing model;

WHEREAS, Merger Subsidiary is a wholly owned subsidiary of the Company formed for the special purpose of effecting the Merger;

WHEREAS, the Company is desirous of acquiring Seacret, inclusive of its proprietary rights & knowledge as a fully owned subsidiary, and Seacret is desirous of being acquired as a subsidiary of the Company in accordance with the terms of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereby agree as follows.

ARTICLE 1. MERGER

1.1. General Terms.

(a) Subject to and upon the terms and conditions of this Agreement, on the Effective Date at the closing of the transactions contemplated by this Agreement (the “Closing”), Merger Subsidiary shall be merged with and into Seacret (the “Merger”) in accordance with this Agreement and the applicable provisions of the Articles of Merger. Following the Merger, Seacret will continue as a fully owned subsidiary of the Company and the Company shall have issued and delivered the Preferred Stock to the holders of the equity interests in Seacret as provided in this Agreement.

(b) The Merger will have the effects set forth in Article 10 of the Arizona limited liability company act. Without limiting the generality of the foregoing, and subject thereto, at the effective time (“Effective Time”) on the effective date of the Merger (the “Effective Date”), all the property, rights, privileges, powers and franchise of Seacret and the Company will vest in the consolidated assets of the Surviving Corporation without further act or deed, and all debts, liabilities and duties of Seacret and the Company will become the consolidated debts, liabilities and duties of the Surviving Corporation.

(c) As of the Closing, all of the material assets of Seacret immediately prior to the Closing shall continue to be the assets of Seacret other than the Excluded Assets which shall be distributed or otherwise spun out or subject to distribution to the holders of Seacret equity immediately prior to the Effective Date. For the purposes of this Agreement, the term “Excluded Assets” shall mean the assets and rights set forth in Schedule 1.1(c).

| 1 |

| --- |

1.2. Board of Directors.

(a) In connection with the Merger, on and as of the Effective Time of the Merger, the Board of Directors of the Surviving Corporation (the “Board”) will be changed by appropriate corporate actions so that:

(i) Charles S. Arnold to remain on the Board as a member and as Chairman;

(ii) The following shall be effected by the appropriate corporate action:

(A) All other members of the Board shall resign.

(B) 4 members of the Board shall be nominated by Seacret and appointed to the Board by the remaining member of the Board;

(C) 3 members of the Board shall be nominated by the Company and, concurrent with the action described in Section 1.2(a)(iii), appointed to the Board; and

(iii) Accordingly, the Board shall consist of 4 members nominated by the existing Board and 4 members nominated by Seacret and appointed by the Board.

(iv) It is expected that at the Closing, the individuals that shall serve on the Board shall be listed by Seacret and the Company by a notice.

(v) The Board will adopt such resolutions, form such committees and take such other actions that are consistent with applicable law; additionally all board members agree that Kent Reidesel will vote only if there is a deadlock among the other members of the Board in accordance with appropriate procedures adopted by the Company.

(vi) From and after the Closing, each subsidiary of the Company, including Seacret, shall be governed by the Company.

1.3. Officers.

(a) In connection with the Merger, the officers of the Company and each subsidiary of the Company shall be as reasonably designated by the Board with Izhak Ben Shabbat shall be the Chief Executive Officer, Eddie Head as President and Chief Strategy Officer and John W. Meyer as President and Chief Operating Officer.

(b) The Board shall provide employment agreements (each, an “Employment Agreement”) that has the terms and conditions described on Schedule 1.3(b) to the officers that are listed on Schedule 1.3(b), in each case, as mutually determined by the Company and Seacret. Such Employment Agreements may provide equity incentive compensation that is fair and reasonable and mutually determined.

1.4. Rebranding. On or promptly after the Closing:

(a) the Company shall transfer all of its businesses and assets that it held as of immediately prior to the Closing, to a subsidiary which will continue on the product line so that the Company will be the parent corporation of such subsidiary and Seacret, and

| 2 |

| --- |

(b) the Company will change its name to the name that is determined by the Company and Seacret, and

1.5. Lock Up Agreements. Upon Closing, each of the officers and directors and any “Affiliate” stockholder of the Company that holds any security of the Company or Seacret and any other stockholders of the Company that are reasonably specified by Seacret shall agree under the terms of an agreement (each, a “Lock Up Agreement”) to not sell any such securities pursuant to a customary agreement that has terms and conditions approved by the Company and Seacret for a period and with such limits as applicable to the holders of both the Company and Seacret stockholders that receive shares of Company stock in the Merger.

1.6. Indemnification Agreements. The Company shall provide each of the individuals that will serve as an officer or director of the Company an indemnification agreement (“Indemnification Agreement”) with terms and conditions that are reasonably acceptable to the Company and Seacret.

1.7. Business Plan. The Parties shall promptly begin working together to prepare a mutually beneficial business plan (as amended from time to time with the approval of both Parties, the “Business Plan”). Prior to agreement of the Business Plan both parties shall conduct a freedom to operate analysis. A focus of the Business Plan shall be an intention to raise a minimum of $10,000,000 (the “Closing Financing”) that is available at the Closing on terms and conditions that are acceptable to the Company and Seacret, the use of which is for general expenses, obligations, Seacret’s audit, inventory, marketing, operating capital, expansion capital, etc., to be directed by the Company’s Board.

1.8. Consideration for the Merging Entity Assets.

(a) In consideration for the Merger, the Company shall issue newly issued preferred stock that has a stated value of $2.50 per share (“Preferred Stock”) and the Seacret Preferred Allocation of the shares of the Company’s Preferred Stock; convertible at a ratio (“Conversion Ratio”) which is expected to be 1 share of Preferred Stock to 10 shares of Common Stock of the Company (“Common Stock”) without any payment of any amounts or consideration, with voting rights. The “SeacretPreferred Allocation” of Company Preferred Stock shall be that number of that, when converted in full into the shares of Common Stock of the Company at the Conversion Ratio will represent 50% of the aggregate number of shares of Common Stock determined on a fully diluted basis, as of the Effective Time, after giving effect to binding commitments of the Company to issue securities and not counting the securities issued under Bridge Financing or Closing Financing that was acceptable to Seacret.

(b) Should there have been any issuances or commitment for issuances since the above-referenced numbers were made, then the number of shares of Preferred Stock shall be increased so that the aggregate number of shares of Preferred Stock will be convertible into shares of Common Stock that represent 50% of the issued and outstanding at that time.

(i) The Company and Seacret shall mutually determine the terms and conditions of the certificate of designation of the Company (the “Certificate of Designation”) of the Company’s Preferred Stock.

(ii) The Company the Board and the shareholders of the Company shall approve the terms and conditions of the Preferred Stock and the issuance of the Preferred Stock under the terms of this Agreement and the Company shall have obtained all other authorizations and approvals required to authorize the Preferred Stock and the issuance of the Preferred Stock under this Agreement.

1.9. Closing. The Closing shall take place at the offices of the Company on the date that all conditions to the Closing are satisfied or waived by the Party or parties with the right to so waive such conditions.

| 3 |

| --- |

1.10. Announcements. Any and all public announcements regarding this Merger must be mutually agreed upon and accepted by corporate counsel prior to public release.

1.11. Termination of Agreement. This Agreement shall be terminated by any of the Parties upon any of the following events:

(i) Any of the conditions for such Party to close the Merger is not satisfied or waived by the date specified in such condition or by June 30, 2025 if no date is otherwise specified for the satisfaction or waiver of such condition;

(ii) If there is any litigation brought against any Party that seeks to enjoin the Merger or seeks a material amount of damages in connection with the execution, delivery and performance by a Party of this Agreement;

(iii) If any of the disclosures required by the Company under applicable securities laws are not timely made or do not satisfy the obligations of the Company under such applicable securities laws.

1.12. Section 351 Transaction. For U.S., federal income tax purposes, the Merger is intended to constitute an exchange of property for stock under Section 351 of the Code. The parties to this Agreement hereby (i) agree to file and retain such information as shall be required under Section 1.351-3 of the United States Treasury Regulations, and (ii) agree to file all tax and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Merger under Section 351 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Effective Date has or may have on any such transaction. Each of the parties acknowledge and agree that each has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own taxes, including any adverse tax consequences that may result if the Merger is determined not to qualify under Section 351 of the Code.

ARTICLE 2. Conduct of Business.

2.1. Conduct of Business. Prior to the Closing or termination of this Agreement, each of the Company and Seacret shall conduct their respective businesses in the ordinary course consistent with past practice and, without the mutual consent of the Company and Seacret:

(a) The Company shall not issue any securities that are material to any third party investors other than for financing of the Company and Seacret on terms and conditions that are mutually acceptable to the Company and Seacret.

(b) Neither the Company or Seacret shall:

(i) approve a transaction or commit to a transaction of such person that would cause a change of control of such person or frustrate or imped the Closing or the Merger on the terms provided in this Agreement;

(ii) sell or assign or license its assets, other than any Excluded Assets, that constitute any material assets, individually or in the aggregate of all transactions.

2.2. Bridge Financing. The parties shall work together to raise funds prior to the Closing (“Bridge Financing”) of an amount that is agreed by the Parties on terms and conditions agreed by the Parties. The Company and Seacret shall use their respective commercially reasonable efforts to raise not less than $1,000,000 (the “MBF Amount”) of Bridge Financing by not later than December 31, 2024 or such later date as may be agreed by Seacret and the Company (the “MBF Date”). Of the Bridge Financing, an amount that is not less than 1/2 of the Bridge Financing (the “MBF Seacret Amount”) will be provided to Seacret on mutually acceptable terms promptly after the Bridge Financing is closed or, if there is more than one closing, then a proportionate amount each such closing.

| 4 |

| --- |

2.3. D&O Insurance. As soon as practicable, the Company shall have been bound by directors and officers insurance with amounts and deductibles reasonably acceptable to Seacret.

ARTICLE 3. Proprietary Information All confidential and proprietary information of a specified Party that is material to the business of such specified person (“Proprietary Information”) which is disclosed by one party to the other during the term of this Agreement shall be maintained in confidence by the receiving party and shall not be disclosed by the receiving party to any other person, firm, or agency, governmental or private, without the prior written consent of the disclosing party, except to the extent that such Proprietary Information:

(i) is required to be disclosed to governmental agencies, or

(ii) is necessary to be disclosed to agents, consultants and/or other third parties for the research, development and/or marketing of products, which entities first agree in writing to be bound by the confidentiality obligations contained in this Agreement; or

(iii) is required to be disclosed due to legal process or other legal obligations of the receiving party.

ARTICLE 4. Ownership of Intellectual Property It is understood and agreed by both parties that the Company and Seacret shall maintain their respective material Intellectual Property, trademark and other rights relating to all the technology and knowledge conveyed, and each such Party shall continue in its standard upkeep and registration of any and all such material Intellectual Property and marks in its name.

ARTICLE 5. Patent Prosecution & Infringement In the event that either the Company or Seacret has knowledge of any infringement by a third party of any of their material Intellectual Property or marks (“Infringing Activities”), it shall promptly institute, prosecute and control any action or proceeding with respect to any such Infringing Activities to the extent reasonable, using counsel of its choice, including any declaratory judgment action arising from such infringement.

ARTICLE 6. Warranties/Indemnification

6.1. Representations and Warranties. Each party represents and warrants to the other that (a) it has the full right, power and authority to execute, deliver and perform its obligations under this Agreement, and (b) the terms of this Agreement do not conflict with any other agreement, order or judgment to which such party is a party or by which it is bound.

6.2. Disclaimer. EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER SEACRET NOR THE COMPANY WARRANTS THE VALIDITY OF THE LICENSED PATENTS AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE LICENSED PATENTS.

6.3. Indemnification.

(a) All representations and warranties by a Party under this Agreement shall survive to, and terminate at, the Closing of the Merger, in each case, other than the Surviving Representations.

(b) For the purposes of this Agreement, the following capitalized terms shall have the respective meanings ascribed to such terms in this Section 6.3(b):

(i) “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

(ii) “Business Day” means any day that the banks in Florida are open for business for transactions that settle on such day, however, shall not include days which work is not conducted as interpreted in accordance with the orthodox Jewish tradition.

| 5 |

| --- |

(iii) “Governmental Authority” means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

(iv) “Indemnified Loss” shall mean any Loss that arises from any of the following:

(A) any failure by a party to this Agreement to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or any of the Merger Documents; or

(B) the inaccuracy of any representations and warranties made by a party to this Agreement in or pursuant to this Agreement or any of the Merger Documents delivered by or on behalf of such party.

(v) “Indemnitee” shall mean any of the following that incurs and Indemnified Loss: each of the Company and Seacret and each of such person’s directors, officers, employees and agents and their respective successors, heirs and assigns.

(vi) “Indemnitor” means the party to this Agreement (the Company or Seacret) that has caused an Indemnified Loss by an Indemnitee.

(vii) “Loss” means any losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred (including, without limitation, any Action).

(viii) “Merger Documents” means any certificate, instrument or document delivered by or on behalf of any party to this Agreement in connection with this Agreement, the transactions contemplated by this Agreement or the obligations of such party under this Agreement.

(ix) “Surviving Representations” means any representations of the Company regarding:

(A) The authority of the Company and Merger Subsidiary to close the Merger and issue the Preferred Stock;

(B) The Preferred Stock being duly and validly authorized, issued, fully paid and non-assessable;

(D) The Seacret Preferred Allocation;

(E) The Common Stock being duly and validly authorized and, when issued upon the conversion of the Preferred Stock, being duly and validly authorized, issued, fully paid and non-assessable.

(c) Each Indemnitor shall indemnify, defend and hold harmless the other and each Indemnitees against any Indemnified Losses incurred by such Indemnitee.

(d) For purposes of this Section 6.3, the amount of the Loss shall be computed:

| 6 |

| --- |

(i) net of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Indemnitees from any third party with respect thereto, less, in each case, the reasonable costs and expenses incurred by the Indemnitees in recovering such proceeds or payment;

(ii) net of the amount of any net tax benefit actually realized by the Indemnitees relating to such Loss;

(iii) net of tax benefits realized by the Indemnitees arising from the Loss; and

(iv) without the amounts related to special or consequential damages or amounts that are not recoverable by a third party from any of the Indemnitees.

(e) The Indemnitees shall use their commercially reasonable efforts to pursue insurance proceeds and indemnity and contribution from third parties with respect to any Indemnified Loss.

(f) A notice (“Indemnification Notice”) for a claim for indemnification under this this Section 6.3 shall be provided by the Indemnitee against the applicable Indemnitor on or prior to the date that is 60 days after the Indemnitee has notice or knowledge of any facts that a reasonable person would reasonably determine would give rise to a right of indemnification under this Agreement. The Indemnification Notice shall state the amount of the Indemnified Loss, if known, and method of computation thereof, and contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

(g) The obligations of each Indemnitor under this Section 6.3 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 6.3 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

(i) if an Indemnitee shall receive notice of any Third Party Claim, the Indemnitee shall give the Indemnitor notice of such Third Party Claim within 30 days of the receipt by such Indemnitee of such notice; provided, that the failure to provide such notice shall not release such Indemnitor from any of their obligations under this Section 6.3, except to the extent that such Indemnitor is materially prejudiced by such failure, and shall not relieve such Indemnitor from any other obligation or liabilities that they may have to the Indemnitees otherwise than under this Section 6.3.

(ii) The Indemnitor shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice, which counsel shall be subject to the reasonable consent of the Indemnitees, if the Indemnitor gives notice of its intention to do so to the Indemnitees within five Business Days of the deemed receipt of such notice of a Third Party Claim under Section 6.3(g); provided, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee, in its sole and absolute discretion, for the same counsel to represent both the Indemnitee and the Indemnitor, then the Indemnitee shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnitee determines counsel is required, at the expense of the Indemnitee. In the event the Indemnitor’s exercise the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnitor’s in such defense and make available to the Indemnitor, at the Indemnitor’s expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control relating thereto as is reasonably required by the Indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitor’s expense, all such witnesses, records, materials and information in the Indemnitor’s possession or under the Indemnitor’s control relating thereto as is reasonably required by the Indemnitee.

| 7 |

| --- |

(iii) No Third Party Claim may be settled by the Indemnitor without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.

(h) Except in the case of fraud or willful misrepresentation or willful misconduct by the Company or Seacret, the sole and exclusive remedy of any Indemnitee with respect to this Agreement and the transactions contemplated hereby, shall be limited to a claim for indemnification under this Section 6.3.

(i) Except as set forth in this Agreement and the Merger Documents, each of the parties to this Agreement does not make any representation, warranty, covenant or agreement with respect to the matters contained herein.

ARTICLE 7. Assignability Except as expressly set forth in this Agreement, this Agreement shall not be assignable by the Company or Seacret and any attempt to assign (directly or indirectly) this Agreement shall be void ad abnitio.

ARTICLE 8. Term and Termination

8.1. Term. This Agreement will become effective on the Effective Date, unless terminated under another specific provision of this Agreement or extended by mutual consent of the parties.

8.2. Termination. Any party to this Agreement may terminate this Agreement as follows:

(a) by Seacret if, between the date hereof and the time scheduled for the Closing:

(i) any material representation or warranty of the Company contained in this Agreement or any Merger Document shall not have been true and correct when made or any time prior to the Closing; provided, that if the Company gives written notice to Seacret that any material representation or warranty of the Company or Merger Subsidiary contained in this Agreement or any Merger Document shall not have been true and correct when made or deemed made or any time prior to the Closing, then Seacret must exercise its right to terminate this Agreement with respect thereto within 10 Business Days of receipt;

(ii) the Company shall not have complied with any material covenant or agreement to be complied with by it and contained in this Agreement or any Merger Document; or

(iii) the Company makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Company seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization.

(b) by the Company if, between the date hereof and the time scheduled for the Closing:

(i) any material representation or warranty of Seacret contained in this Agreement or any Merger Document shall not have been true and correct when made or any time prior to the Closing; provided, that if the Seacret gives written notice to the Company that any material representation or warranty of Seacret contained in this Agreement or any Merger Document shall not have been true and correct when made or deemed made or any time prior to the Closing, then the Company must exercise its right to terminate this Agreement with respect thereto within 10 Business Days of receipt;

(ii) Seacret shall not have complied with any material covenant or agreement to be complied with by it and contained in this Agreement or any Merger Document; or

| 8 |

| --- |

(iii) Seacret makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Company seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization.

(i) The Company does not raise at least the MBF Amount of Bridge Financing on or prior to the MBF Date and lend to Seacret the MBF Seacret Amount has been loaned to Seacret as described in Section 2.2; provided, that the party that desires to terminate this Agreement under this Section 8.2(c)(i), provides notice of termination on or prior to the date that is not later than 10 Business Days after the MBF Date, or such later date as may be agreed by the Company and Seacret;

(ii) The Company does not have a binding commitment for the Closing Financing that is under definitive agreements that are reasonably acceptable to the Company and Seacret;

(iii) The Business Plan has not been agreed by the Company and Seacret;

(iv) The Lock Up Agreements of the persons required to execute and deliver such agreements are not duly executed and delivered on or prior to the Effective Date;

(v) The financial statements of Seacret (the “Seacret Audited Statements”) required to be included in any report that is required to be filed by the Company with the Securities and Exchange Commission (“SEC”) have not been provided to the Company together with an unqualified audit report by an independent public accounting firm that is registered and in good standing with the Public Company Accounting Oversight Board.

(vi) If the Closing is not completed on or prior to June 30, 2025; provided, that the right to terminate this Agreement under this Section 8.2(c)(v) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(vii) by either the Company or Seacret in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable;

(viii) by the Company or Seacret in the event of any pending or overtly threatened litigation by any Governmental Authority under any applicable Laws with respect to the transactions contemplated by this Agreement; or

(ix) by the mutual written consent of the Company and Seacret.

8.3. Survival. Termination of this Agreement for whatever reason shall be without prejudice to the settlement of the rights and obligations of the parties arising out of this Agreement prior to the date of termination, including, without limitation: (a) obligations of indemnity under Section 6.3, (b) any cause of action or claim accrued or to accrue because of any breach or default by the other party hereunder, (c) obligations of confidentiality and (d) all of the terms, provisions, representations, rights and obligations contained in this Agreement that expressly survive the Closing.

| 9 |

| --- |

ARTICLE 9. Closing and Conditions to Closing

9.1. Closing. The Closing of the Merger shall be on the date that is five Business Days after the date that the conditions to the Closing have been satisfied or waived by the party that has the right to waive such condition or conditions. Promptly after the Closing, the Company shall deliver to the holders of the equity of Seacret all of the shares of Preferred Stock to each such equity holder. From and after the Closing, the equity interests in Seacret shall only represent a right to receive the shares of Preferred Stock that is issuable on account of such equity interests, without interest or other payment, upon delivery by the holder of such equity interests of a certificate withdrawing as a member in Seacret upon receipt of such consideration, in form and substance that is reasonably acceptable to Seacret.

9.2. Conditions to Closing. The Closing is conditioned upon each of the following being satisfied or waived by the party that has the right to waive such condition or conditions.

(a) The obligations of Seacret to consummate its obligations under this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(i) Seacret shall not have a right to terminate this Agreement in accordance with Section 8.2(a) or Section 8.2(c) and the conditions set forth in Section 9.2(c) shall be satisfied or waived by Seacret;

(ii) Seacret shall receive a certificate duly executed by the Secretary of the Company in such form and substance reasonably acceptable to Seacret as to such matters reasonably required to confirm the following:

(A) The due incorporation of the Company and due formation of Merger Subsidiary and the good standing of such persons;

(B) The authorization of this Agreement and the agreements, documents and instruments related thereto and the performance by the Company and Merger Subsidiary of their obligations thereunder by the Board and the shareholders of the Company and sole member of Merger Subsidiary, including without limitation, the Certificate of Designation of the Preferred Stock in the substance and form reasonably acceptable to Seacret;

(C) That, except for the terms of this Agreement, the only member in Merger Subsidiary is the Company and no other person has any right to be a member in Merger Subsidiary or any right to its profits, assets, properties or otherwise whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or order of any Governmental Authority and those arising under any contract, agreement, arrangement, commitment or undertaking.

(D) The receipt and continuing effect of any consents, authorizations, permits, licenses and filings with any person, including without limitation any Governmental Authority;

(E) The irrevocable instructions to the stock record agent of the issuance of the Preferred Stock or the issuance of the Preferred Stock to be issued and received by the stockholders of Seacret;

(F) The irrevocable reservation of shares of Common Stock that may be issued under the terms and conditions of the Preferred Stock; and

| 10 |

| --- |

(iii) Seacret shall have received a certificate duly executed and delivered by the Chief Executive Officer of the Company in substance and form reasonably acceptable to Seacret as to the following:

(A) The representations and warranties of the Company in this Agreement and each other Merger Document are true and complete in all material respects as of the Closing as if made on the Effective Date;

(B) All conditions of the Company or Merger Subsidiary to be performed on or prior to the Closing have been performed and are in effect and not contravened by any action or omission.

(iv) Seacret shall have received from the stock record agent of the Company a certificate or letter confirming the irrevocable instruction by the Company to issue and deliver the shares of Common Stock issuable upon the conversion of any of the Preferred Stock.

(v) The Employment Agreements contemplated by Section 1.3(b) have not been offered to the officers and directors as contemplated by Section 1.3(b).

(vi) The officers and directors of the Company shall be appointed as of the Closing as described in Section 1.3 and Section1.2(a), respectively.

(vii) Seacret shall have received such other certificates and documents as reasonably requested by Seacret.

(b) The obligations of the Company to consummate its obligations under this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(i) The Company shall not have a right to terminate this Agreement in accordance with Section 8.2(b) or Section 8.2(c) and the conditions set forth in Section 9.2(c) shall be satisfied or waived by the Company;

(ii) The Company shall receive a certificate duly executed by the Secretary of Seacret in such form and substance reasonably acceptable to the Company as to such matters reasonably required to confirm the following:

(A) The due formation of Seacret and the good standing of such person;

(B) The authorization of this Agreement and the agreements, documents and instruments related thereto and the performance by Seacret of its obligations thereunder by the managers of Seacret and the holders of the equity interests in Seacret in the substance and form reasonably acceptable to the Company;

(C) The receipt and continuing effect of any consents, authorizations, permits, licenses and filings with any person, including without limitation any Governmental Authority; and

(D) The list of the equity holders in Seacret, including each such person’s name, tax id number or social security number and address.

(iii) The Company shall have received a certificate duly executed and delivered by the Chief Executive Officer of Seacret in substance and form reasonably acceptable to the Company as to the following:

| 11 |

| --- |

(A) The representations and warranties of Seacret in this Agreement and each other Merger Document are true and complete in all material respects as of the Closing as if made on the Effective Date;

(B) All conditions of Seacret to be performed on or prior to the Closing have been performed and are in effect and not contravened by any action or omission.

(iv) The Company shall have received such other certificates and documents as reasonably requested by the Company.

ARTICLE 10. Representations & Warranties

10.1. Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(a) Corporate Organization and Good Standing.

(i) The Company is duly organized, validly existing, and in good standing under the laws of the State of Nevada and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

(ii) Merger Subsidiary has been duly formed as a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Arizona and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification;

(iii) The sole member of Merger Subsidiary is the Company; and

(iv) No person other than the Company and as otherwise provided in this Agreement has any right to be a member in Merger Subsidiary or any right to its profits, assets, properties or otherwise whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or order of any Governmental Authority and those arising under any contract, agreement, arrangement, commitment or undertaking.,

(b) Power and Authority. Each of the Company and Merger Subsidiary has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

(c) Authorization. Execution of this Agreement has been duly authorized and approved by the Company and by Merger Subsidiary by all appropriate action, including

(i) With respect to the Company, by a resolution its board of directors, shareholder consent and amendment of the certificate of incorporation and bylaws; and

(ii) With respect to Merger Subsidiary, by a resolution by its sole member, the Company, and any manager of Merger Subsidiary.

(d) Capitalization of the Company.

(i) The authorized capital stock of the Company consists of 400,000,000 shares of Common Stock $0.001 par value.

| 12 |

| --- |

(ii) As of the date of this Agreement and, except for the securities that may be issued under the Bridge Financing and Closing Financing as of the Closing, there are 134,754,232 shares of Common Stock issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and none of which were issued in violation of any preemptive rights.

(iii) As of the date of this Agreement and as of the Effective Date, other than the Bridge Financing and the Closing Financing:

(A) No shares of the Company were reserved for issuance upon the exercise of outstanding options, warrants or other rights to purchase shares;

(B) No shares of the Company stock were held in the treasury of the Company;

(C) Except as set forth above, as of the date hereof, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding and no shares or other voting securities of the Company shall be issued or become outstanding as of such date;

(D) There are no bonds, debentures, notes or other indebtedness or securities of the Company that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

(E) The Company has no contract or other obligation to repurchase, redeem or otherwise acquire any shares of the Company stock, or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

(F) There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of the Company and none of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any other legal requirement.

(iv) The only securities issued by the Company from the date of this Agreement to the Effective Date have been described in reasonable detail by the Company in notices to Seacret.

(v) Preferred Stock of the Company.

(A) The Certificate of Designation will have been duly filed with the Secretary of State of Nevada and has been duly authorized by all applicable corporate action on or prior to the date that this 30 days after the date of this Agreement and the Certificate of Designation has terms and conditions that are reasonably acceptable to Seacret.

(B) The shares of Preferred Stock to be issued under the terms of this Agreement have been duly and validly authorized by all applicable corporate means, will be issued on the Effective Date to the equity holders of Seacret, when issued will be fully and duly issued, fully paid and non assessable.

(C) As of the Effective Date, the Preferred Stock, when issued, are convertible into shares of Common Stock of the Company that is equal to 50% of the Common Stock of the Company determined on a fully diluted basis, determined as of the Effective Time, after giving effect to binding commitments of the Company to issue securities and not counting the securities issued under Bridge Financing or Closing Financing.

| 13 |

| --- |

(vi) Common Stock Reservation. As of the Effective Date, the Company shall have irrevocably reserved for issuance upon the conversion of the Preferred Stock and the stock record agent of the Company has confirmed and certified such reservation.

(e) Litigation. There is no litigation, case or adversarial proceeding against the Company other than one outstanding case against the Company from 2019 in which a former board member prior to the Company’s Bankruptcy filed a lawsuit alleging unpaid salary. The Company has successfully defended this claim since. The full claim is for $267,000, an amount which the Company accrued in accounts payable & accrued liabilities in its accounting. The case has yet to be dismissed. Other than this case, there are no pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Company.

(f) Financial Statements.

(i) Seacret has had the ability to review the Company’s filings on the SEC website Edgar and the financial statements (“FinancialStatements”) and other reports filed with the SEC are true correct and complete in all material respects and comply in all material respects with the obligations of the Securities Exchange Act of 1934, as amended. As of the Effective Date, there is no fact or circumstance that would reasonably require the Financial Statements to be restated or amended in any material respect.

(ii) The Company’s Financial Statements filed with the were prepared in accordance with GAAP or the equivalent applied on a basis consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes, and except that, in the case of unaudited statements for the subsequent quarterly periods referenced above, such unaudited statements fairly present in all material respects the consolidated financial condition and the results of operations of The Company as at the respective dates thereof and for the periods indicated therein (subject, in the case of unaudited statements, to year-end audit adjustments).

(iii) The aggregate liabilities of the Company for payments and liabilities as of the date of this Agreement are not more than the amount that is summarized in Schedule 9.1(f)(iii), which schedule includes the type of liability, the payee, the maturity date and the material terms.

(g) SEC Reports.

(i) The reports that the Company has filed with the SEC comply in all material respects with the obligations under applicable law.

(ii) There are no reports that the Company has an obligation to file with the SEC that have not been duly filed on or prior to the date when such filings are due.

(h) Absence of Certain Changes or Events. Since the end of its most recent fiscal year and to the date of this Agreement, other than for the Merger and the transactions contemplated by this Agreement: (i) the Company has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect to the Company or its business; and (iii) the Company has not taken and will not take any of the actions that the Company has agreed not to take from the date hereof through the Closing.

(i) Undisclosed Liabilities. The Company has no material obligations or liabilities of any nature (whether accrued, matured or unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the Financial Statements that have been filed with the SEC (and the related notes thereto), (ii) those incurred in the ordinary course of business consistent with past practice since the end of the most recent fiscal year and (iii) those incurred in connection with the execution of this Agreement.

| 14 |

| --- |

(j) Legal Proceedings. Other than the case noted in Section 9.1(e), the Company is not a party to any, and there is no pending or, to the knowledge of the Company, overtly threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against the Company, or any of its officers or directors which, if decided adversely to the Company, would, individually or in the aggregate, be material to the Company. There is no injunction, order, judgment or decree imposed upon the Company, or any of its officers or directors, or the assets of the Company.

10.2. Representations and Warranties of Seacret. Seacret represents and warrants as follows:

(a) Corporate Organization and Good Standing. Seacret is duly organized, validly existing, and in good standing under the laws of the State of Arizona and is qualified to do business as a foreign company in each jurisdiction, if any, in which its property or business requires such qualification.

(b) Company Authority. Seacret has all requisite power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

(c) Authorization. Execution of this Agreement has been duly authorized and approved by the Manager of Seacret and will be authorized by any other consents or approvals required under the governing documents of Seacret.

(d) Litigation. To the knowledge of Seacret, there are no pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Seacret, other than as described in Schedule9.2(d), which schedule shall include Actions for the nonpayment of ordinary expenses and costs of Seacret that are included in the financial statements of Seacret or schedules provided to the Company and those that have been incurred in the ordinary course after the date of this Agreement.

(e) Absence of Certain Changes or Events. Since the end of its most recent fiscal year and to the date of this Agreement, (i) Seacret has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and (iii) Seacret has not taken and will not take any of the actions that Seacret has agreed not to take from the date hereof through the Closing.

(f) Undisclosed Liabilities. Seacret has no material obligations or liabilities of any nature (whether accrued, matured or unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated balance sheet (and the related notes thereto) of Seacret that will be provided to the Company for inclusion in the reports to be filed with the SEC on Form 8-K in connection with the Closing of the Merger, (ii) those incurred in the ordinary course of business consistent with past practice since the end of the most recent fiscal year included in such financial statements, and (iii) those incurred in connection with the execution of this Agreement.

(g) Legal Proceedings. Other than as provided in Section 10.2(d), as of the Effective Date, the Seacret is not a party to any, and there is no pending or, to the knowledge of Seacret, overtly threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against Seacret, or any of its officers or directors which, if decided adversely to Seacret, would, individually or in the aggregate, be material to Seacret. There is no injunction, order, judgment or decree imposed upon Seacret, or any of its officers or directors, or the assets of Seacret.

(h) Intellectual Property. The material assets of Seacret consists primarily of its proprietary intellectual property (“IntellectualProperty”), trademarks, corporate trade secrets, and lab mixtures. This is inclusive of trade names, trademarks, registered copyrights, registered service marks, trademark registrations and applications, service mark registrations and applications, copyright registrations and applications, corporate or other entity names, internet addresses and other internet related assets used primarily in the operation of the business of Seacret, in each case, other than the Excluded Assets.

| 15 |

| --- |

(i) Seacret owns and has good and marketable title to, is licensed or otherwise possesses legally enforceable rights to use, all material Intellectual Property used in the business of Seacret as currently conducted by Seacret, subject to the restrictions of any licenses of Intellectual Property. The Intellectual Property owned or licensed by Seacret collectively constitutes all the Intellectual Property necessary to enable Seacret to conduct its business as such business is currently being conducted.

(j) To the knowledge of Seacret:

(i) Seacret has not infringed upon, the exclusive Intellectual Property rights of third parties in any material respect; and

(ii) none of Seacret nor Seacret’s officers has received in the last two years any charge, complaint, claim, demand, or notice alleging any such infringement, (including any claim that Seacret must license or refrain from using any Intellectual Property rights of any third party) nor is any such allegation pending;

(iii) there is no infringement of any material Seacret Intellectual Property by any third party, including any employee or former employee of Seacret, that is materially adverse to Seacret to being able to conduct its business as currently conducted.

(k) The Disclosure Schedule of Seacret adequately identifies each material patent or registration that has been issued to Seacret with respect to any of its Intellectual Property, identifies each pending patent application or application for registration that Seacret has made with respect to any of its Intellectual Property, in each case that has not been withdrawn or abandoned. Seacret has delivered to the Company correct and complete copies of all such patents and registrations.

(l) All material applications, licenses, agreements, and permissions (as amended to date) listed in the Disclosure Schedule also identifies each trade name or unregistered trademark, service mark, corporate name, internet domain name, copyright, and computer software item currently used by Seacret in connection with its business, in each case, that is material to Seacret in connection with its business. With respect to each item of Intellectual Property required to be identified in the Disclosure Schedule, to the knowledge of Seacret:

(i) Seacret possesses all right, title, and interest in and to the item, free and clear of any lien, license, or other restriction, in each case, other than such that are under third party licenses or liens, licenses or restrictions that are listed in the Disclosure Schedules, those that are incurred in the ordinary course of business, liens regarding the use of “shrink wrap” licenses and other liens that do not materially interfere with the use of such Intellectual Property by Seacret in the conduct of its business;

(ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of Seacret, is overtly threatened that challenges the legality, validity, enforceability, use, of the item or ownership of such item that is owned by Seacret;

10.3. Excluded Assets.

(a) At the time of Merger, other than the Excluded Assets, all of Seacret’s full right of use of its assets including its Intellectual Property knowledge regarding its full product line shall inure to the Company as a fully owned subsidiary.

(b) Other than the Excluded Assets, all revenues from any contract previously signed with Seacret that provide for payments after the Closing shall be part of the consolidated assets and rights of the Company.

10.4. Scope of the Merger. The Merger shall result in that all of Seacret’s assets and liabilities being part of the consolidated assets of the Company and all of the liabilities of Seacret shall be part of the consolidated liabilities of the Company.

| 16 |

| --- |

ARTICLE 11. Miscellaneous

11.1. Notices.

(a) Any notice or other communication to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or deposited in the United States mail, certified or registered with return receipt, or sent by courier requiring proof of receipt, or by electronic mail addressed as follows:

To Seacret

15160 Hayden Rd., Ste. 200

Scottsdale, AZ 85260

To the Company:

4851 Tamiami Trail North

Suite 200

Naples, FL 34103

or to such other address as either party shall designate by written notice, similarly given, to the other party. If sent by electronic mail, an original confirmation copy must be sent within the next Business Day by means listed above.

(b) Any notice that is provided by electronic mail, in order to be effective, shall note in all caps in the subject line “NOTICE UNDER THE STEMTECH SEACRET MERGER AGREEMENT”.

(c) Any notice that is not received prior to 5:00 pm Eastern time during a Business Day shall be deemed to be delivered on the immediately following Business Day.

11.2. Governing Law; Jurisdiction and Venue.

(a) This Agreement shall be governed by the internal laws of the States as follows:

(i) With respect to the Merger, shall be the State of Arizona (without regard to conflict of law provisions);

(ii) With respect to the corporate matters of the Company, including without limitation, the Certificate of Designation, the corporate charter documents of the Company and the authorization of the Common Stock, and the interpretation of the terms of this Agreement other than as provided in Section 11.2(a)(i), shall be the State of Nevada (without regard to conflict of law provisions).

(iii) In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement, which cannot be settled amicably by the parties, such controversy shall be settled by Arbitration.

(A) Either party may institute such arbitration proceeding by giving written notice to the other party.

(B) Both parties to the controversy shall choose a mutually agreed upon competent jurist from a short list of arbitrators who have experience in presiding over arbitration or trails regarding such matters that are provided by each party. The parties shall review the list of such proposed arbitrators and in good faith select an arbitrator. If there is no mutual agreement for an arbitrator, then the arbitrator shall be selected from the list proposed by the defendant in the action that is accepted to the plaintiff in the action, which approval shall not be unreasonably withheld, delayed or conditioned. The arbitration shall be conducted in a manner that is mutually determined to resolve the matter expeditiously.

| 17 |

| --- |

(iv) A hearing shall be held by the Arbitrator within Washington, DC, and a decision of the matter submitted to the Arbitrator. The decision of the Arbitrator shall be final and binding and enforceable against all parties in any Court of competent jurisdiction

(v) The prevailing party in any shall be entitled to all costs and expenses with respect to such Arbitration, including reasonable attorneys' fees.

(vi) Each party hereto irrevocably waives any objection to the laying of venue of any such Arbitration action or proceeding brought and irrevocably waives any claim that any such action brought has been brought in an inconvenient forum.

(vii) Each of the parties hereto waives any right to request a trial by jury in any litigation with respect to this agreement and represents that counsel has been consulted specifically as to this waiver.

11.3. Waiver. Except as specifically provided for herein, the waiver from time to time by either party of any of its rights or a party's failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such party's rights or remedies provided in this Agreement.

11.4. Enforceability. If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held to be invalid or unenforceable, then (a) the remainder of this Agreement, or the application of such term, covenant or condition to the parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law; and (b) the parties covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid or unenforceable, and in the event that the parties are unable to agree upon a reasonable acceptable alternative, then the parties agree that a submission to arbitration shall be made to establish an alternative to such invalid or unenforceable term, covenant or condition of this Agreement or the application thereof, it being the intent that the basic purposes of this Agreement are to be effectuated.

11.5. Entire Agreement and Amendment. This Agreement contains the entire understandings of the parties with respect to the matters contained herein, and supersedes all prior agreements, oral or written, and all other communication between them relating to the subject matter hereof. The parties hereto may, from time to time during the continuance of this Agreement, modify, vary or alter any of the provisions of this Agreement, but only by an instrument duly executed by authorized officers of the parties hereto.

11.6. Headings. The headings of the several Articles and sections of this Agreement are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

11.7. Further Instruments. Each party agrees to execute, acknowledge and deliver such further instruments and to do all such further acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

11.8. Force Majeure. Performance of a party's obligations hereunder may be delayed if (a) such performance is delayed by causes beyond that party's reasonable control, including, but not limited to, acts of G-d, war, riot, epidemics, fire, flood, insurrection, or acts of civil or military authorities, and (b) such delaying party is at all times working diligently to correct the matter causing the delay and otherwise performing as required under the Agreement. Notwithstanding the foregoing, the parties shall remain liable for all obligations incurred by them prior to any termination of this Agreement.

11.9. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. One or more counterparts may be delivered via telecopier and any such telecopied counterpart shall have the same force and effect as an original counterpart hereto.

11.10. Amendment to the Agreement. The Parties will amend this Agreement for terms and conditions that are reasonably requested by a Party and approved by the other Party which approval shall not be unreasonably withheld, delayed or conditioned. The Parties will draft and finalize the terms of the Certificate of Designation, Certificate of Incorporation, Certificate of Merger, Bylaws, Indemnification Agreements between the Company and each of its officers and directors, Lock Up Agreements and the Employment Agreements on with terms and conditions that are reasonably requested by a Party and approved by the other Party which approval shall not be unreasonably withheld, delayed or conditioned.

| 18 |

| --- |

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under seal as of the date and year first written above.

Stemtech Corporation		Seacret Direct LLC
By:		By:
	Name: Charles<br> S. Arnold		Name: Izhak<br> Ben Shabbat
	Title: Chairman<br> and CEO		Title: Chief<br> Executive Officer
Stemtech Merger Company, LLC
By:
	Name: Charles<br> S. Arnold
	Title: Chairman<br> and CEO

| 19 |

| --- |

Exhibit 99.1

StemtechCorporation and Seacret Direct / Viago Execute Merger Agreement

NAPLES, FL / ACCESSWIRE / December 4, 2024– Stemtech Corporation (OTCQB: STEK) is pleased to announce the merger agreement with Seacret Direct / VIÁGO, progressing their plan to establish a global leadership position in defining the future of lifestyle, health and longevity. The transaction will be completed through the issuance of 13 million preferred shares with a stated value of $2.50 per share.

Stemtech Corporation (“Company”) and Seacret have signed the agreement to complete the previously announced merger. The completion of this transaction remains subject conditions, including the audit of Seacret Direct / VIÁGO, consents and authorizations of the preferred stock and other customary conditions.

This transaction marks a pivotal milestone in the Company’s evolution, expected to double the Stemtech revenue, in combination. The merger creates a vertically integrated powerhouse poised to lead and redefine health, longevity, and lifestyle for a public that demands smarter, more comprehensive solutions to improving quality of daily life. Highlighting a consolidated revenue forecast of double or more for 2025 with planned cost synergies, the merger is set to deliver positive bottom-line results through optimization and existing growth trajectories alone.

The Company will focus effort to accelerate its global growth already advancing through VIÁGO’s aggressive brand campaign and streamlined membership offer to avail Stemtech’s products to a growing savvy member base in addition to leading development of regionalized versioning of benefits to maximize customer value and appeal and referral virality.

Laying the foundation for and expanding the conglomerate portfolio, the Company will focus its attention on expanding its business to address the needs and desires of everyday people wanting to experience life better, longer.

Additional information about the transaction is provided in the Company’s 8-K filing with the SEC.

Link: https://www.otcmarkets.com/filing/html?id=18022046&guid=4rY-keIcGgzLh3h

ABOUT VIAGO

VIÁGO is a lifestyle membership company entirely focused on amplifying the quality of life for everyone, with expertly curated vacation experiences, every-day wholesale travel, dining, theme park, concert and entertainment benefits, telemedicine and healthcare benefits, a member marketplace with world-class skin care and nutrition products. All of this through a single, simple membership model called CLUB VIÁGO, providing the highest standard of quality assurance and value for members every day, everywhere. VIÁGO is expanding rapidly while increasing benefits and localizing its offering to become a brand synonymous with living LIFE AMPLIFIED.

ABOUT STEMTECH

Stemtech Corporation, a leading stemceutical™ company was founded on April 18, 2018, after acquiring the operations from its predecessor Stemtech International, Inc., which was established in 2005. From 2010 through 2015, Stemtech International, Inc., was recognized four separate times on the Inc. 5000 Fastest-Growing Companies list. In August 2021, Stemtech became a publicly traded company “STEK”. Stemtech is well positioned as the pioneer in stem cell nutrition, oral and skin care products, to increase sales in the wellness industry.

| 1 |

| --- |

FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to statements identified by words such as "believes," “will,” "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects," “forecast” and similar expressions. The statements in this release are based upon the current beliefs and expectations of our company's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and/or other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and/or regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our annual report on Form 10-K filed on July 16, 2024 and our most recent 10-Q Report filed on November 19, 2024. We undertake no duty to update any forward-looking statement, or any information contained in this press release or in other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about Stemtech Corporation which are condoned by the Company must emanate from the Company itself and bear our name as its Source.

Investor Relations:

Gabriel Rodriguez

Email: erelationsgroup@gmail.com

Phone: +1 623-261-9046

Stemtech Corporation & Viago

Phone:+1 954-715-6000 ext 1040

Email: invrel@stemtech.com

| 2 |

| --- |

Exhibit 99.2

STEMTECH CORPORATION / VIAGO ANDEEVIA HEALTH ANNOUNCE PROPOSED RTO

NAPLES, FL / ACCESSWIRE / December 5, 2024 – Stemtech Corporation (OTCQB: STEK), a US-based company announced this past Tuesday its planned merger (“Merger”) with Seacret Direct, LLC (“VIÁGO”) and now announces a proposal for a Reverse Takeover (RTO) of Eevia Health Plc (“Eevia”), a Finnish producer of bioactive organic Arctic plant extracts and nutraceuticals and has its common stock listed on the Swedish Spotlight Stock Market under the symbol “EEVIA”. This strategic RTO marks a major milestone in the evolution of the combined companies, intending to create a vertically integrated health, wellness, and lifestyle entity that manufactures its own products and is positioned for significant growth in the global marketplace.

Reverse Takeover Structure and Valuation: Under the proposed RTO, Eevia will acquire the assets and assume the liabilities of Stemtech and, upon completion of the Merger, VIÁGO by Eevia issuing new shares, resulting in Stemtech owning approximately 85% of Eevia, with the remaining 15% of the Eevia shares owned by its existing shareholders. The final valuation, share issuance, and terms are subject to conditions, including the negotiation of the definitive agreements, a third -party valuation, and the completion of the due diligence process.

Synergies and Strategic Rationale: Stemtech and VIÁGO have identified Eevia's advanced production facility in Kauhajoki, Finland, as a planned significant resource for manufacturing their expanding product portfolio, which includes stem cell nutrition supplements for humans and pets, as well as VIÁGO’s cosmetic and nutritional products under the VIÁGO brand. Stemtech expects that Eevia’s expertise in sustainable production will add significant value to the combined entity’s mission of delivering high-quality health and wellness solutions.

Driving Innovation and Market Expansion:

Stemtech Corporation: Stemtech and VIÁGO brings a powerful combination of stem cell nutrition products and a diverse lifestyle and wellness membership offering that spans travel, health, beauty, and events. With over 250,000 affiliated members, customers and independent representatives, it operates in 40+ countries, including the Americas, Asia, Africa, and Europe.

Eevia Health: Founded in 2017, Eevia Health specializes in producing natural bioactive ingredients with an emphasis on sustainability. Their organic Arctic products are sold to corporate customers and include ingredients for manufacturers of dietary supplements, food, and cosmetics on a global basis.

These proposed business combinations enable Stemtech and VIÁGO to leverage Eevia’s capabilities for expanded production while growing its business presence in Europe. The proposed RTO is expected to align with Stemtech and VIÁGO’s strategy of optimizing manufacturing processes and increasing product output to meet the growing demand for wellness, lifestyle, and nutritional products. The proposed RTO should expand Eevia’s operations, creating significant efficiencies to increase financial performance. The transaction target significant increase of consolidated revenues in 2025, with strategic synergies. Eevia published their press release of the proposed RTO which is available at https://mfn.se/cis/a/eevia-health/eevia-health-eevia-is-subject-to-a-possible-reverse-takeover-b93d1d7e

Extraordinary General Meeting and Due Diligence: With the Letter of Intent (LOI) executed, the companies are undertaking comprehensive due diligence . The Board of Eevia plans to present the RTO to its shareholders during an Extraordinary General Meeting (EGM), which Eevia plans to promptly schedule. The approval of the proposed RTO will be contingent on regulatory compliance, including a new listing process on the Spotlight Stock Market, where Eevia is currently listed, the negotiation and execution of applicable definitive agreements and other appropriate conditions.

| 1 |

| --- |

A Vision for Market Leadership in Health andWellness: The transactions should position Stemtech, VIÁGO, and Eevia to significantly grow their position in the global health, wellness and longevity market. By leveraging Eevia's sustainable production processes with Stemtech / VIÁGO's global affiliate network and innovative product offerings, the combined companies should be able to expand their global footprint, and drive significant growth in key markets, including anti-aging, stem cell nutrition, and lifestyle wellness.

Key Proposed Transaction Terms:

Eevia Health: Eevia Health, a global innovator in natural health products, integrates with Stemtech / VIÁGO and should drive operational efficiencies, supply chain capabilities, and product innovation.

Stemtech-VIÁGO: Stemtech plans to effect the Merger with VIÁGO by issuing 13 million preferred shares that will be authorized by Stemtech with a stated face price of $2.50 and convert into 50% of the Stemtech common stock determined on a fully diluted basis at the Merger closing. This Merger should combine This Merger combines Stemtech’s proprietary stem cell nutrition technology with VIÁGO’s diversified lifestyle and wellness offerings and brings with its global network of over 250,000 customers, members and affiliates .

Expected Positive Impact: Expected synergies created through these business combinations include streamlined costs and enhanced operational efficiency, that are expected to deliver significant positive impact on operations and profitability.

Positioning for Market Growth: Upon completion of these business combinations, the combined companies should be well positioned to increase market share in three high-growth sectors, leveraging a vast global network, and a proven track record.

Wellness Sector: A booming global $7 trillion market in 2024, expected to reach $8.5 trillion by 2027, driven by soaring consumer demand for anti-aging, longevity, and holistic health solutions.

Stem Cell Market: Rapid expansion from $11 billion in 2024 to $44 billion by 2029, where Stemtech's proprietary technologies are positioned to spotlight the company as an innovator in stem cell nutrition.

Travel and Tourism: A global $16 trillion industry positioned for a post-pandemic resurgence, with VIÁGO’s innovative lifestyle membership model delivering daily customer engagement and wallet share that includes travel, entertainment and lifestyle products. This powerful combination of market opportunities creates a growth engine, designed to engage today’s savvy customer, expand market share, and deliver increased value to stakeholders.

The combined companies are not just participating in these industries— their goal is to set a new standard for reach, positioning, innovation, customer engagement, and profitability.

“This three-way consolidation is a game-changing event for all stakeholders, combining three innovative companies to create a vertically integrated growth engine,” says Charles S. Arnold, Chairman of Stemtech Corporation, and continues; “With VIÁGO’s global network of affiliated customers, members and affiliates driving referrals and sales inherent synergies while streamlining our operations, we should deliver shareholder value and will position ourselves in the wellness and lifestyle industries.”

About the Combined Companies

If approved, these transactions should establish Stemtech/VIÁGO/Eevia Health as a global leader in health, wellness, and lifestyle market.

| 2 |

| --- |

One important rationale for this 3-way combination is that both Stemtech and VIAGO must pay for manufacturing of their products and have identified Eevia’s production facility as a beneficial addition for their own proprietary compound manufacturing. Eevia has current manufacturing facilities which are suitable for production of the companies’ current product range, including (but not limited to) stem cell nutrition products for both humans and pets, cosmetic products, and other nutritional products under VIÁGO brands.

•Reverse Takeover Structure: Stemtech / VIÁGO becomes the majority shareholder (85%), while Eevia shareholders retain 15%.

•Global Sales Network: VIÁGO’s global affiliate network should provide a powerful boots-on-the-ground strategy expected to increase revenues, enter new markets and deliver growth.

•Cutting-Edge Innovation: Leveraging Stemtech’s proprietary stem cell nutrition products, the combined entity should be positioned to increase its market share in the growing nutrition section of the $44 billion stem cell market estimated by 2029.

•Global Reach: With operations in 40+ countries and a current customer base of hundreds of thousands, the infrastructure will be in place to achieve significant revenue growth.

•Visionary Leadership: Guided by a world-class executive team, the transactions should position the combined companies as an innovator in wellness and lifestyle markets, backed by a global organization, unique and proprietary business relationships, and innovative products.

Charles S. Arnold – Chairman of Stemtech

Mr. Arnold's ability to integrate marketing concepts and financial strategies is pivotal in developing his clients' businesses. In addition to developing start-up companies, he is responsible for placing more than $1 Billion into public companies with as much as $400 Million in a single transaction. His network of financial specialists and professionals worldwide has accomplished significant mergers and acquisitions. In 1993, Mr. Arnold was one of the original investors in pre-paid legal "PPD" (now Legal Shield). In 2001, he was engaged by Natural Health Trends "LEXXUS." The company grew from under $1.00 to over $40 per share. Traded on the American stock exchange. Mr. Arnold feels that direct sales marketing is an underserved market that deserves investors' attention. Mr. Arnold believes that Stemtech has exceptional growth potential and sees this company's bright future with our innovative stem cell nutrition products and the financial opportunity for our Independent Business Partners. Over the years, Mr. Arnold has carefully developed worldwide relationships with retail brokerage firms, investment bankers, traders, fund managers, and independent investors. A broad scope of his functions includes public awareness, and financial relations campaigns arranged to bring undervalued, little-known public companies with significant upside potential to the center of equity markets worldwide.

For over 35 years, Mr. Arnold traveled extensively, serving as a guest speaker for many private and public affairs, including international investment conferences. The investor group's Mr. Arnold consults have been able to participate in several profitable ventures. Mr. Arnold retired from the lecture circuit in 1998. Mr. Arnold was the President and publisher of two financial publications from 1984 to 1998 (Personal Investing News), a paid circulation of over 500.000 subscribers, and (The Sound Money Investor) a geopolitical publication with an 80,000 paid circulation. In addition, Mr. Arnold was the host of 4-6 financial conferences a year (Sound Money Investor Conferences). Since 1998, he has concentrated on his primary business; he remains in high demand internationally as an author and lecturer at entrepreneurship and business economics and development seminars.

Izhak Ben Shabat – Chief Executive Officerof Seacret

As CEO and Founder, Izhak has led Seacret through multiple growth phases and the evolution of its business model and distribution approaches globally. Operating in over 60 countries and successfully navigating two major acquisitions while expanding products and services within their offering, Izhak has helped Seacret generate over $3 billion in revenue globally through its retail, e-commerce, and direct sales channels. A servant leader and highly diversified entrepreneur, Izhak continues to steward complementary businesses within the commercial real estate development and hotel and resort space, bringing vertical alignment synergies together to increase efficiency and customer appeal. Mr. Shabat will join Stemtech upon the completion of the Merger.

| 3 |

| --- |

Eddie Head President – Chief StrategyOfficer of Seacret

Eddie joined Secret in 2021 to lead the day-to-day business and develop the lifestyle programs for Secret. With almost 20 years of experience in the direct sales industry and successfully developing and leading membership programs and sales strategies for the largest group travel club and top travel direct sales company in the industry, Eddie helped lead his former company to nearly $1 billion US dollars in annual revenue and over 9 million global customers and distributors. He shares Izhak's vision for shifting the direct sales model to a more consumer-facing and young-entrepreneurial approach, leading with quality-of-life services and products. Mr. Head will join Stemtech upon the completion of the Merger.

John W. Meyer – President & ChiefOperating Officer of Stemtech

Mr. Meyer joined Stemtech in 2006 and oversees all global operations. His responsibilities as President and COO include leading all aspects of Stemtech. All functional departments and international operations are his responsibility to drive the growth and expansion of the company. Before joining Stemtech, John worked for other well-known network marketing companies, such as Shaklee and Arbonne International, for over ten years. He also worked for over a decade in third-party logistics on global projects for Fortune 100 companies. He brought this experience and more to Stemtech, overseeing operations for the last nineteen years. With 44 years of business experience, John has been in the network marketing field for 30 years, including his tenure with Stemtech. During his time at Stemtech, he opened 51 national markets in the America’s, Europe, Asia, and Africa, previously serving as VP of Global Operations and COO prior to his current position.

Stein Ulve – CEO Eevia Health

Stein Ulve, a Norwegian citizen, has worked for over 30 years as the CEO of nutraceutical and pharmaceutical ventures. As an entrepreneur for the previous 24 years, Stein has built companies in emerging industries. Together with a partner, he founded Ayanda, which grew to EUR 50 million, 265 employees, and the third-largest soft-gel manufacturer in Europe in nine years. Besides being the founder and CEO of Ayanda in Norway, he has acted as CEO of Igene Biotechnology in the US and Chile, Geschäftsfuhrer for Ayanda GmbH in Germany, and General Director of Probio OOO in Russia. In 2017, Stein founded Eevia Health in Finland and took Eevia public with an IPO in Sweden in June 2021, and since then building sales in three continents. Stein studied at the University of Oregon, Universidad de Catholica de Ecuador, University of Oslo, London School of Economics, and Harvard Business School.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to statements identified by words such as "believes," “will,” "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. The statements in this release are based upon the current beliefs and expectations of our company's management and are subject to significant risks and uncertainties including that the proposed Merger and proposed RTO will be completed on acceptable terms and our ability to raise sufficient funding for these transactions and our operations. Actual results may differ from those set forth in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and/or other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and/or regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our annual report on Form 10-K filed on July 10, 2024 and our latest quarterly report on Form 10-Q filed on November 19, 2024. We undertake no duty to update any forward-looking statement, or any information contained in this press release or in other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about Stemtech Corporation which are condoned by the Company must emanate from the Company itself and bear our name as its Source.

Investor Relations:

Gabriel Rodriguez

Email:erelationsgroup@gmail.com

Phone: +1 623-261-9046

Stemtech Corporation

Phone:+1 954-715-6000 ext 1040

Email:invrel@stemtech.com

| 4 |

| --- |