Spectral Capital Corp. Files 8-K on Equity Sales & Control Changes

TL;DR

Spectral Capital Corp. filed an 8-K on June 12th for unregistered equity sales and control changes. Watch this space.

AI Summary

On June 12, 2024, Spectral Capital Corp. filed an 8-K report detailing unregistered sales of equity securities and changes in control. The filing also includes financial statements and exhibits, with the report being filed as of June 17, 2024. The company, formerly known as Spectra Capital Corp., is incorporated in Nevada and based in Seattle, WA.

Why It Matters

This filing indicates potential shifts in ownership or significant equity transactions for Spectral Capital Corp., which could impact its stock price and corporate structure.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities and changes in control can signal significant corporate events that may carry inherent risks for investors.

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• Spectra Capital Corp (company) — Former Company Name
• June 12, 2024 (date) — Earliest event reported date
• June 17, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 4500 9th Avenue NE, Seattle, WA 98105 (address) — Business address

FAQ

Key Financial Figures

• $0.43 — . We valued each option at the price of $0.43 per option. Name Position with Comp
• $1,000,000 — ,000,000 shares of the Common Stock for $1,000,000 (the "Offering") on or by July 15, 2024

Filing Documents

• fccn-20240612.htm (8-K) — 35KB
• fccn_ex10z6.htm (EX-10.6) — 17KB
• fccn_ex10z7.htm (EX-10.7) — 17KB
• fccn_ex10z8.htm (EX-10.8) — 17KB
• fccn_ex10z9.htm (EX-10.9) — 17KB
• fccn_ex10z10.htm (EX-10.10) — 17KB
• fccn_ex10z11.htm (EX-10.11) — 17KB
• 0001096906-24-001386.txt ( ) — 298KB
• fccn-20240612_def.xml (EX-101.DEF) — 2KB
• fccn-20240612_lab.xml (EX-101.LAB) — 20KB
• fccn-20240612_pre.xml (EX-101.PRE) — 13KB
• fccn-20240612.xsd (EX-101.SCH) — 2KB
• fccn-20240612_htm.xml (XML) — 2KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On June 12, 2024, the Company's board of directors approved the grant of up 6,750,000 options to purchase shares of the Company's common stock, par value $.0001 (the "Common Stock"), to the persons below (collectively the "Holders"). We valued each option at the price of $0.43 per option. Name Position with Company Options Granted Exercise Price Sean Michael Brehm Chairman of the Board Options to Purchase 125,000 shares of Common Stock monthly or an aggregate of 3 million shares over 24 months $.43 per share Jenifer Osterwalder Chief Executive Officer, President, Director Options to Purchase 125,000 shares of Common Stock monthly or an aggregate of 3 million shares over 24 months $.43 per share Jeffery Chong Consultant Options to Purchase 20,833.33 shares of Common Stock each month or an aggregate of 500,000 shares over 24 months $.43 per share Jonathon Walton Director Options to Purchase 3,125 shares of Common Stock per month or an aggregate of 75,000 shares over 24 months $.43 per share Chad McLeaming Director Options to Purchase 3,125 shares of Common Stock per month or an aggregate of 75,000 shares over 24 months $.43 per share Stephen Spalding Advisor Options to Purchase 4,167 shares of Common Stock per month or an aggregate of 100,000 shares over 24 months $.43 per share The terms of the Option Agreements between the Company and each Holder provide for the following terms: Holder's right to receive the Options granted terminates should Holder resign or be forcibly removed from their position with the Company; Holder's right to receive the Options shall vest monthly in equal amounts over a 24-month period so long as they remain employed by the Company; For purposes of the Stock Option Agreements, "employment" and "employed" mean that Holder is an Employee is employed by the Company, a parent or subsidiary corporation of the Company, or a corporation (or a parent or subsid

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant . In addition to the 3,000,000 options granted above under Item 3.02 hereof, a s reported on Form 8-K filed by the Company with the Securities and Exchange Commission on June 7, 2024: Sean Michael Brehm entered into an agreement (the "Share Exchange Agreement") to sell 100% of the securities of Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai, in exchange for 40,000,000 shares of the Common Stock, On June 5, 2024, the Company entered into a Subscription Agreement (the "Subscription Agreement") with Mr. Brehm, whereby it agreed to sell, and Mr. Brehm agreed to purchase, 5,000,000 shares of the Common Stock for $1,000,000 (the "Offering") on or by July 15, 2024. Upon Mr. Brehm's receipt of 40,000,000 shares of Common Stock in connection with the acquisition of Node Nexus Network Co LLC on or before July 15, 2024, 5,000,000 shares of Common Stock in the Offering on or before July 15, 2024 and options to purchase 250,000 (of the 3,000,000 options granted) shares which vest and are exercisable within 60 days hereof as set forth herein, he would beneficially own approximately 41.91% of the Company's issued and outstanding common Stock based upon 62,717,827 shares of the Common Stock outstanding as of the date of this Report on Form 8-K if no additional shares of Common Stock were issued. The foregoing description of certain terms of the Stock Option Agreements, the Share Exchange Agreement and Subscription Agreement are qualified in their entirety by reference to entire documents, copies of which are attached as Exhibits 10.6 to 10.11 hereto and as Exhibit s 10.4 and 10.5 to the Form 8-K filed with the SEC on June 7, 2024, and are incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Description 10.6 Agreement with Sean Michael Brehm 10.7 Agreement with Jenifer Osterwalder 10.8 Agreement with Jeffery Chong 10.9 Agreement with Jonathan Walton 10.10 Agreement with Chad McLeaming 10.11 Agreement with Stephen Spalding

SIGNATURES

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. SPECTRAL CAPITAL CORPORATION Date: June 17, 2024 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR