Stemtech Corp Files 8-K for Material Agreement

TL;DR

Stemtech Corp just filed an 8-K for a new material agreement. Big news incoming.

AI Summary

Stemtech Corporation filed an 8-K on December 6, 2024, reporting a material definitive agreement entered into on December 2, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. Stemtech Corporation, formerly Globe Net Wireless Corp., is based in Naples, Florida.

Why It Matters

This 8-K filing indicates a significant new agreement for Stemtech Corporation, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Players & Entities

• Stemtech Corporation (company) — Registrant
• Globe Net Wireless Corp. (company) — Former company name
• December 2, 2024 (date) — Date of earliest event reported
• December 6, 2024 (date) — Filing date
• Naples, FL (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 STEK OTCQB Indicate by check mark
• $2.50 — ock ") that will have a stated value of $2.50 per share and be convertible into our s

Filing Documents

• stemtech_8k.htm (8-K) — 57KB
• stemtech_ex0201.htm (EX-2.1) — 207KB
• stemtech_ex9901.htm (EX-99.1) — 12KB
• stemtech_ex9902.htm (EX-99.2) — 31KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 3KB
• 0001683168-24-008550.txt ( ) — 546KB
• stek-20241202.xsd (EX-101.SCH) — 3KB
• stek-20241202_lab.xml (EX-101.LAB) — 33KB
• stek-20241202_pre.xml (EX-101.PRE) — 24KB
• stemtech_8k_htm.xml (XML) — 4KB

01

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 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 condit

01

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

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, 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 predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking and outcomes to differ materially from those indicated in the forward-looking s

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following Exhibits are filed as part of this Report. Exhibit 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

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 Arnold, CEO 5

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View this 8-K filing on SEC EDGAR