Securetech Innovations, Inc. 8-K

What Happened

• SecureTech Innovations, Inc. (SCTH) filed an 8-K on May 12, 2026 disclosing two new convertible promissory notes and the repayment and termination of a prior note. On May 8, 2026 SecureTech entered into Securities Purchase Agreements with Willow Creek Capital Holdings, LLC and Red Rock Development Group, LLC to sell convertible notes. The two notes have combined gross principal of $557,500 and produced net cash proceeds of $500,000 to the company. Each new note bears a 10% interest rate and matures on May 8, 2027; conversions into common stock are permitted by the holders beginning after the sixth monthly anniversary of each note.
• Separately, on May 11, 2026 SecureTech redeemed in full a $150,000 convertible note previously issued to CFI Capital, LLC (originally dated September 18, 2025). The company paid $244,362.33 to retire that obligation (principal, accrued interest, prepayment fee and standstill fees), the CFI Agreement was terminated, and no shares were issued under that note.

Key Details

• Willow Creek Note: $112,500 principal; $10,000 OID + $2,500 legal fees retained; net to company $100,000; convertible after 6 months; maturity May 8, 2027.
• Red Rock Note: $445,000 principal; $40,000 OID + $5,000 legal fees retained; net to company $400,000; convertible after 6 months; maturity May 8, 2027.
• Conversion terms for both new notes: holder may convert principal into common stock at a Conversion Price equal to 60% of the lowest trading price of SecureTech common stock on the OTC Markets (or future exchange) during the 15 trading days prior to the conversion notice (i.e., a 40% discount to that lowest price).
• CFI Note redemption (May 11, 2026): total payment $244,362.33 = $150,000 principal + $5,795.52 accrued interest + $62,317.81 prepayment fee + $26,250 standstill fees; CFI Agreement terminated; no stock issued or converted.

Why It Matters

• Liquidity: SecureTech received $500,000 in net cash from the two new notes, providing near-term capital.
• Obligations and maturity: Both new notes mature May 8, 2027 and carry 10% interest; they are convertible into common stock beginning after six months, which creates potential future dilution if holders convert.
• Dilution risk: Conversion price is set at 60% of the lowest 15-day trading price before conversion notice (a 40% discount), which could result in substantial share issuance if conversions occur at low market prices.
• Balance sheet/cleanup: Repayment of the CFI note eliminates that prior obligation (and any related conversion risk) and records a one-time cash outflow of $244,362.33.