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Securetech Innovations Inc.

10/21/2026 | Press release | Distributed by Public on 10/21/2026 14:35

Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement

Securities Purchase Agreement and Master Promissory Note

On October 16, 2026 ("Closing Date"), SecureTech Innovations, Inc. ("SecureTech" or "Company") entered into a Securities Purchase Agreement ("Purchase Agreement") with Hinterland Partners LLC, a Delaware limited liability company ("Holder"), pursuant to which SecureTech issued to the Holder a convertible promissory note in the aggregate principal amount of up to $10,000,000 ("Note"), for an aggregate purchase price of up to $9,000,000, reflecting an original issue discount of up to $1,000,000.

The Note is structured as a master note under which amounts are advanced in separate tranches (each, a "Tranche"). On the Closing Date, the Holder funded the first Tranche, consisting of a purchase price of $350,000 and a principal amount of $388,888.89 ("First Tranche"). Any additional Tranche may be funded only upon the mutual written agreement of SecureTech and the Holder, and the Holder is not obligated to fund any Tranche other than the First Tranche. Amounts under the Note are deemed outstanding only to the extent of Tranches actually funded, and the aggregate principal amount of all Tranches may not exceed $10,000,000.

From the $350,000 purchase price of the First Tranche, the following amounts were withheld or paid at closing: (i) a placement agent fee of $24,500 paid to Craft Capital Management LLC, a registered broker-dealer, which acted as placement agent for the transaction; (ii) $10,000 for the Holder's legal fees and due diligence costs under the Purchase Agreement; and (iii) $22,500 for the Holder's legal fees and due diligence costs relating to a separate potential financing transaction between SecureTech and the Holder. SecureTech received net proceeds of $293,000, which it intends to use for business development and general working capital.

The principal terms of the Note are as follows:

•Interest. Each Tranche bears a one-time interest charge equal to six percent (6%) of its principal amount (up to $600,000 in the aggregate). The interest charge on the First Tranche is $23,333.33. Any amount not paid when due bears default interest at the lesser of 18% per annum or the maximum rate permitted by law.

•Maturity. Each Tranche matures twelve (12) months after its funding date. The First Tranche matures on October 16, 2027.

•Conversion. Beginning on the earlier of (i) 180 days after the funding date of a Tranche or (ii) the occurrence of an event of default, the Holder may convert the outstanding principal and interest of that Tranche into shares of SecureTech's common stock, par value $0.001 per share ("Common Stock"), at a conversion price equal to 60% of the lowest traded price of the Common Stock during the fifteen (15) trading days immediately preceding the conversion date, subject to customary adjustment for stock splits, stock dividends, combinations and similar events. The Holder may deduct $1,500 from each conversion to cover its conversion costs. The Holder may not convert to the extent it would beneficially own more than 4.99% of the outstanding Common Stock after giving effect to the conversion.

•Prepayment. At any time within 180 days after the funding date of a Tranche, SecureTech may prepay that Tranche, in whole or in part, on three (3) trading days' prior written notice, by paying up to 99.9% of its

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outstanding principal plus all accrued and unpaid interest, without premium. The Note does not permit prepayment of a Tranche after that 180-day period.

•Ranking. The Note is an unsecured obligation of SecureTech.

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Note was, and any shares of Common Stock issuable upon conversion of the Note will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). The Holder represented that it is an "accredited investor" and that it is acquiring the securities for its own account and not with a view to their distribution in violation of the Securities Act. The Note and any shares issuable upon its conversion have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Securetech Innovations Inc. published this content on October 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 21, 2026 at 20:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]