UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 April 6, 2026, the Board of Directors ("Board") of SecureTech Innovations, Inc. (“SecureTech” or "Company") nominated Robert V. Castro, CPA, CGMA, age 68, to serve as an independent director and as a member of the Audit Committee, the Compensation Committee, and the Nomination Committee of the Board, subject to and effective upon the conditions described below.
Conditions to Effectiveness of Appointment. Mr. Castro’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. Castro 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. Castro’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. Castro brings more than forty years of audit, tax, and business advisory experience, the majority of which was spent at BDO Seidman, LLP (now BDO USA, LLP), one of the largest and most respected accounting and advisory firms in the world. A retired audit partner, Mr. Castro was named in 1994 as BDO’s first-ever Managing Partner of the firm’s newly created Financial Services Group (“FSG”) — a historic designation reflecting his standing as the firm’s national consulting resource for the financial services industry and one of its senior partners for Securities and Exchange Commission (SEC) matters.
Under Mr. Castro’s leadership, the FSG grew to encompass more than one hundred professionals delivering accounting, audit, tax, and business advisory services to the financial services community. The group’s excellence was recognized by Institutional Investor’s Alpha magazine, which named BDO’s FSG the best accounting firm serving the hedge fund industry — an honor the group received twice, making BDO the largest international accounting firm ever to have achieved that distinction.
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Throughout his career, Mr. Castro served broker-dealers, investment advisers, investment partnerships, business development companies (BDCs), and specialty finance companies. He has advised clients through going public transactions and has performed engagements in connection with registration statements filed with the SEC. His client roster has included prominent firms such as Fir Tree Partners, Fred Alger & Company, Greenlight Capital, Lord Abbett, Nikko Securities, Prospect Capital Corporation, Renaissance Technologies, and York Capital, among others.
Mr. Castro has also served as a financial expert in a number of high-profile legal matters, including proceedings involving Bear Stearns, Ames Department Stores, and several of the Big Four accounting firms in connection with matters such as Madoff, Manhattan Fund, and Refco. He has provided expert testimony on behalf of clients before the SEC, FINRA, and the CFTC.
Beyond his professional practice, Mr. Castro is a professor at Hofstra University and in the CUNY system, where he has taught Advanced Accounting at the graduate level and Accounting Principles, Intermediate Accounting, and Cost Accounting at the undergraduate level. He has been quoted as an expert on the hedge fund industry by publications including Alpha Magazine, Hedge Fund Law Report, and Barron’s.
Mr. Castro holds a Bachelor of Science in Accounting from Long Island University and is a Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He is a member of the American Institute of Certified Public Accountants and a past member of the New York State Society of Certified Public Accountants’ Stockbrokerage Committee.
Board Committee Assignments. Upon the effectiveness of his appointment, Mr. Castro 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. Castro 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. Castro 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. Castro 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. Castro at such time as such arrangement is finalized.
Family Relationships. There are no family relationships between Mr. Castro and any of the Company’s current directors or executive officers.
There is no arrangement or understanding between Mr. Castro and any other person pursuant to which Mr. Castro 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 April 6, 2026, the Company issued a press release announcing the nomination of Robert V. Castro, CPA, CGMA, 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.
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Item 9.01 |
| Financial Statements and Exhibits |
(d) Exhibits
| Press Release of of SecureTech Innovations, Inc. dated April 7, 2026, announcing the nomination of Robert V. Castro, CPA, CGMA, 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.
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 8, 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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