UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Forward-Looking Statements
This Form 8-K and other reports filed by SecureTech Innovations, Inc. ("SecureTech") with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward-looking statements and information based on our management's beliefs, current information, estimates, and assumptions. Words like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately,' and similar expressions identify these forward-looking statements as they relate to our business or management. Such statements reflect our management’s current view regarding future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K) that relate to our industry, operations, and results. If these risks or uncertainties materialize or, if our assumptions prove incorrect, actual results may differ significantly from those anticipated in these forward-looking statements.
While we believe the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including US securities laws, we do not intend to update any forward-looking statements in this Form 8-K or elsewhere.
Item 3.02 |
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 31, 2026, the Board of Directors ("Board") of SecureTech Innovations, Inc. (“SecureTech” or "Company") nominated Brian Zucker, CPA, age 64, to serve as an independent director and as a member of the Audit Committee of the Board, subject to and effective upon the conditions described below.
Conditions to Effectiveness of Appointment. Mr. Zucker's appointment to the Board, the Audit Committee, the Compensation Committee, and the Nomination Committee will not become effective until the following conditions have been satisfied: (i) the Company's common stock has been approved for listing on the NASDAQ Capital Market and such listing has become effective; and (ii) the Company has obtained directors' and officers' liability insurance ("D&O Insurance") coverage at coverage levels satisfactory to the Board. Until both conditions have been satisfied, Mr. Zucker will not be deemed a director of the Company for any purpose, including for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or the rules of the NASDAQ Capital Market. The Company is disclosing Mr. Zucker's nomination at this time pursuant to Item 5.02(d) of Form 8-K to provide timely disclosure of the nomination.
Background and Qualifications. Mr. Zucker brings more than thirty years of experience in accounting, financial operations, and regulatory compliance within the securities industry. He currently serves as Chief Financial Officer and Financial Operations Principal for multiple broker-dealers and hedge funds. Earlier in his career, Mr. Zucker was a Senior Consultant at Deloitte Haskins & Sells and Price Waterhouse, where he provided accounting, tax, and regulatory advisory services to public companies, broker-dealers, hedge funds, and high-net-worth individuals.
Mr. Zucker has held senior executive and board-level positions at several public companies, including President and Chairman of Atlantis Business Development Corp. (OTCQB: ABDV), Chief Financial Officer of Natcore Solar Technology, Inc. (OTCQB: NTCXF), Managing Director of American Frontier Financial Corp. (OTCQB: EVIS), and currently serves as an independent director of NanoViricides, Inc. (NYSE American: NNVC).
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Mr. Zucker is a Certified Public Accountant licensed in New York and New Jersey and holds multiple FINRA registrations, including Series 7, 24, 27, 53, 63, 79, and 99. He earned a Bachelor of Science in Public Accounting from Pace University (New York) and is an active member of the American Institute of Certified Public Accountants (AICPA), the New Jersey Society of CPAs, and the New York Society of CPAs.
Board Committee Assignments. Upon the effectiveness of his appointment, Mr. Zucker is expected to serve on the Audit Committee, the Compensation Committee, and the Nomination Committee of the Board.
Related Party Transactions. There are no transactions between Mr. Zucker and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Independence. The Board has determined that, upon the effectiveness of his appointment, Mr. Zucker will qualify as an independent director under the applicable rules of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act.
Compensatory Arrangements. The Company and Mr. Zucker have not yet entered into a compensatory arrangement in connection with his service as a director. The Company will file an amendment to this Current Report on Form 8-K/A or a subsequent Current Report on Form 8-K to disclose any compensatory arrangement entered into with Mr. Zucker at such time as such arrangement is finalized.
Family Relationships. There are no family relationships between Mr. Zucker and any of the Company's current directors or executive officers.
There is no arrangement or understanding between Mr. Zucker and any other person pursuant to which Mr. Zucker was nominated to serve as a director.
Item 7.01 |
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 31, 2026, the Company issued a press release announcing the nomination of Brian Zucker, CPA, to the Board of Directors and Audit Committee of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended ("Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 |
| Financial Statements and Exhibits |
(d) Exhibits
99.1 |
| Press Release of SecureTech Innovations, Inc. dated March 31, 2026, announcing the nomination of Brian Zucker, CPA, to the Board of Directors and Audit Committee.* |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith and not "filed" for purposes of Section 18 of the Exchange Act.
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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.
Dated: April 1, 2026 |
By: | SECURETECH INNOVATIONS, INC.
/s/ J. Scott Sitra |
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| President, Chief Executive Officer, Principal Executive Officer, and Director |
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