Spectral Capital Corp. Announces Director Departure, New Officers

TL;DR

Spectral Capital Corp. swapped out a director for new CEO/CFO, also did some unregistered stock sales.

AI Summary

On June 17, 2024, Spectral Capital Corp. filed an 8-K detailing the departure of director David L. Smith and the appointment of new officers, including CEO Michael J. Collins and CFO David L. Smith. The company also reported on unregistered sales of equity securities, though specific dollar amounts were not disclosed in this section.

Why It Matters

Changes in key leadership roles and potential equity issuances can significantly impact a company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Leadership changes and unregistered equity sales can introduce uncertainty and potential dilution, requiring careful monitoring.

Key Players & Entities

• Spectral Capital Corp. (company) — Registrant
• David L. Smith (person) — Departing Director and Appointed Officer
• Michael J. Collins (person) — Appointed Officer (CEO)

FAQ

Key Financial Figures

• $0.57 — ption at the fair market value price of $0.57 per option. The following chart summari
• $0.61 — ption at the fair market value price of $0.61 per option. The following chart summari
• $25,000 — following cash compensation: Year 1: $25,000, paid quarterly ($6,250 per quarter)
• $6,250 — ion: Year 1: $25,000, paid quarterly ($6,250 per quarter) Year 2 onwards: $50,000,
• $50,000 — ($6,250 per quarter) Year 2 onwards: $50,000, paid quarterly ($12,500 per quarter)
• $12,500 — ear 2 onwards: $50,000, paid quarterly ($12,500 per quarter) $2,000 per board meeting
• $2,000 — paid quarterly ($12,500 per quarter) $2,000 per board meeting attended Mr. Breite

Filing Documents

• fccn-20240617.htm (8-K) — 37KB
• fccn_ex10z12.htm (EX-10.12) — 19KB
• fccn_ex10z13.htm (EX-10.13) — 16KB
• fccn_ex10z14.htm (EX-10.14) — 19KB
• fccn_ex10z15.htm (EX-10.15) — 16KB
• fccnex10z12_1.jpg (GRAPHIC) — 4KB
• fccnex10z13_1.jpg (GRAPHIC) — 3KB
• fccnex10z14_1.jpg (GRAPHIC) — 5KB
• fccnex10z15_1.jpg (GRAPHIC) — 5KB
• 0001096906-24-001415.txt ( ) — 277KB
• fccn-20240617_def.xml (EX-101.DEF) — 2KB
• fccn-20240617_lab.xml (EX-101.LAB) — 20KB
• fccn-20240617_pre.xml (EX-101.PRE) — 13KB
• fccn-20240617.xsd (EX-101.SCH) — 2KB
• fccn-20240617_htm.xml (XML) — 2KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On June 17, 2024, the Company's Board of Directors approved the grant of up to 30,000 options (the " Options ") plus up to 8,000 additional options per year (the " Refresh Options ") to purchase shares of the Company's common stock, par value $.0001 (the " Common Stock "), to Paul Breitenbach pursuant to the terms of an Offer Letter with Addendum also dated June 17, 2024, executed by and between the Company and Mr. Breitenbach (the " Breitenbach Offer Letter "). We valued each Option at the fair market value price of $0.57 per option. The following chart summarizes the options granted to Mr. Breitenbach. On June 20, 2024, the Company's Board of Directors approved the grant of up to 30,000 options (the " Options ") plus up to 8,000 additional options per year (the " Refresh Options ") to purchase shares of Common Stock to Samson Lee pursuant to the terms of an Offer Letter with Addendum also dated June 20, 2024, executed by and between the Company and Mr. Lee (the " Lee Offer Letter "). We valued each Option at the fair market value price of $0.61 per option. The following chart summarizes the options granted to Mr. Lee. Name Position with Company Options Granted Vesting Date Exercise Price Paul Breitenbach Director Options to purchase 625 shares of Common Stock monthly or an aggregate of 30,000 shares of Common Stock over 4 years. 625 Options per month for 4 years unless Company milestones are met Current Market Price on June 17, 2024 Paul Breitenbach Director Additional grants of 8,000 stock options each year. 667 Options per month for 4 years unless Company milestones are met Current Market Price on June 17, 2024 Samson Lee Director Options to purchase 625 shares of Common Stock monthly or an aggregate of 30,000 shares of Common Stock over 4 years. 625 Options per month for 4 years unless Company milestones are met Current Market Price on June 20, 2024 Samson Lee Director Additional

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) exhibits Exhibit Description 10.12 Offer Letter with Paul Breitenbach dated June 17, 2024 10.13 Addendum to Offer Letter with Paul Breitenbach dated June 17, 2024 10.14 Offer Letter with Samson Lee dated June 20, 2024 10.15 Addendum to Offer Letter with Samson Lee dated June 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 21, 2024 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR