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): ~~January~~May 913, 2025

THE CORETEC GROUP INC.

(Exact name of registrant as specified in its charter)

Oklahoma

000-54697

73-1479206

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

IRS Employer

Identification No.)

333 Jackson Plaza, STE 460, Ann Arbor MI		48103
333 Jackson Plaza, STE 460, Ann Arbor, MI		48103
(Address of Principal Executive Offices)		(Zip Code)

(866) 916-0833

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement 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)		Name of each exchange on which registered
N/A		N/A		N/A

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 15.0102 ~~Entry~~Departure ~~Into~~of ADirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~May 913, 2025, the Board of Directors of The Coretec Group, Inc. (the “Company”) ~~entered~~took ~~into~~action aby ~~Subscription~~written ~~Agreement~~consent ~~(the “Agreement”) with an accredited investor (the “Purchaser”), pursuant to which Agreement the Company agreed to issue and sell to the Purchaser~~ in alieu ~~private placement, an aggregate~~ of ~~46,040 shares of the Company’s designated Series D Convertible Preferred~~ ~~Shares~~a ~~(the “Series D Preferred Shares”)~~meeting, ~~stated~~in ~~value~~accordance ~~$100~~with ~~per~~Section ~~share,~~8 ~~each~~ of ~~which~~Article isIII ~~convertible into shares~~ of ~~common stock (~~the ~~“Conversion~~Bylaws ~~Shares”), par value $0.0002 per share,~~ of the Company ~~(the “Common Stock”) at affixed conversion price of $0~~.~~015~~ ~~per~~The ~~Conversion~~Board ~~Share.~~approved ~~Under~~changes ~~the~~in ~~Purchase~~corporate ~~Agreement, the Purchaser has purchased an aggregate of 46,040 Series~~leadership Dand ~~Preferred Shares initially convertible into an aggregate of 306~~governance,~~933,333~~ ~~Conversion~~including ~~Shares for an aggregate purchase price of $4,604,000. The Purchaser will not have~~ the ~~right~~appointment ~~to convert any portion~~ of ~~its~~new ~~Series D Preferred Shares if~~officers, ~~together~~acceptance ~~with its affiliates, it would beneficially own in excess~~ of ~~4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Additionally~~resignations, ~~holders~~and ofauthorization ~~Series D Preferred Shares may elect to exchange their shares for shares~~ of aregulatory ~~third-party~~filings company, in the event the Company completes an acquisition of shares in a third party company, which may be publicly traded outside U.S markets. The exchange rate for any such transaction would be determined based on the terms and ~~conditions set forth in the certificate of designations for the Series D Preferred Shares~~financing. ~~For a description of the terms of the Series D Preferred Shares, see Exhibit 3.1.~~

The ~~Agreement~~actions ~~contains~~taken customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. The representations and warranties of each party set forth in the Agreement have been made solely for the benefit of the other parties to the Agreementinclude, ~~and~~among ~~such representations and warranties should not be relied on by any other person.~~others:

~~Under the~~● ~~terms~~Appointment of ~~the~~Seonkee ~~Agreement,~~Kim ~~the~~as ~~Company~~Co-Chairman ~~is permitted to conduct multiple closings for the sale~~ of the ~~Series D Preferred Stock. Following the initial closing~~Board, ~~which occurred on November 6~~President, ~~2024,~~and ~~the~~Chief ~~Company~~Executive ~~conducted~~Officer; a● ~~subsequent~~Appointment ~~closing~~of onHo ~~November~~Seok ~~13,~~Kim ~~2024,~~as ~~December~~Chief ~~1, 2024,~~Financial ~~December~~Officer; ~~17,~~● ~~2024,~~Acceptance ~~and~~of ~~January~~the 9,resignation ~~2025~~of ~~(the~~Jung ~~“Subsequent~~Min ~~Closings”)~~Lee ~~and~~as ~~may~~a ~~conduct~~Director; ~~additional~~● ~~closings~~Relief ~~until the~~of ~~termination~~Antti ofUusiheimala ~~the~~from ~~offering.~~officer ~~The~~positions; ~~offering~~● ofContinued ~~the~~service ~~Series~~by DElbert ~~Preferred~~Michael ~~Shares~~Ussery isas ~~expected~~Co-Chairman toand ~~remain~~Director; ~~open~~● ~~until~~Continued ~~March~~service ~~31,~~by ~~2025,~~Victor ~~subject to~~Keen anas ~~extension~~Independent ofDirector; up● Authorization to 45prepare ~~days~~and atfile the Company’s ~~discretion.~~OTC InMarkets ~~total,~~Alternative noReporting ~~more~~Standard ~~than~~disclosures; ~~150,000~~● ~~shares~~Approval of ~~Series~~financing Dauthorization ~~Preferred~~for ~~Stock will~~related beaudit ~~sold~~expenses; ~~across~~● ~~the~~Direction ~~initial and any subsequent closings. The information provide herein shall not constitute an offer~~ to ~~sell~~update ~~or the~~corporate ~~solicitation~~records ~~of an offer to buy any securities of the Company~~accordingly.

The ~~Agreement~~full istext ~~attached as Exhibit 10.1 hereto. The description~~ of the ~~terms~~Board ofresolutions ~~the~~is ~~Agreement~~filed isas ~~not~~Exhibit ~~intended~~99.1 to bethis ~~complete~~Current ~~and~~Report ison ~~qualified in~~Form ~~its~~8-K ~~entirety by reference to such exhibit,~~ and ~~which exhibit~~ is incorporated herein by reference.

~~Forward~~Item ~~Looking~~8.01 ~~Statements~~Other Events.

~~This~~The ~~Current~~Company ~~Report~~has onauthorized ~~Form 8-K contains forward-looking statements within~~ the ~~meaning~~preparation ofand ~~Section~~filing ~~27A~~ of ~~the~~its ~~Securities~~Alternative ~~Act~~Reporting ofStandard ~~1933,~~disclosures aswith ~~amended, and~~OTC ~~Section~~Markets ~~21E~~Group offor the ~~Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult~~periods toended ~~predict.~~September ~~All statements other than statements of historical fact contained in this Current Report on Form 8-K~~30, ~~including statements regarding future events~~2024, ~~our~~December ~~future financial performance~~31, ~~business strategy~~2024, and ~~plans~~March ~~and objectives of management for future operations~~31, ~~are~~ ~~forward-looking statements~~2025. ~~The~~A ~~Company~~loan ~~has~~facility attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of ~~these~~up ~~terms~~to or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors. The forward-looking statements made herein are based on the Company’s current expectations$300, ~~assumptions,~~000 ~~and~~has ~~projections,~~been ~~which~~authorized ~~could~~to besupport ~~incorrect. The forward-looking statements made herein speak only as of the date of this~~audit ~~Current~~preparation ~~Report on Form 8-K~~ and ~~the~~related ~~Company~~compliance ~~undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law~~activities.

Item 39.0201 ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference, to the extent required herein. Based in part upon the representations of the purchasers to the Company, including that they are an “accredited investor” as defined under Rule 501(a) of Regulation D, the shares of Common Stock issuable upon conversion of the securities thus issued, will be exempt from registration under the Securities Act.

**Exhibit No.		Description**
99.1		Board Resolutions of The Coretec Group, Inc., dated May 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements And Exhibits.

d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated November 6, 2024 (as filed with the SEC on Form 8-K as Exhibit 3.1 on November 14, 2024)
10.1		Form of Subscription Agreement (as filed with the SEC on Form 8-K as exhibit 10.1 on November 14, 2024)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	The Coretec Group Inc.
THE CORETEC GROUP, INC.
Date: January 14, 2025
By:	/s/ Seonkee Kim
	By:	/s/ Antti Uusiheimala
Name:	Seonkee Kim
	Name:	Antti Uusiheimala
Title:	Chief Executive Officer
	Position:	Chief Financial Officer
Date:	May 30, 2025

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