{"filing":{"accession_number":"0001017386-26-000107","cik":"0001703157","ticker":"SCTH","company_name":"Securetech Innovations, Inc.","form":"8-K","filing_date":"2026-08-17","report_date":"2026-08-13","primary_document":"scth_8k08172026.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1703157/000101738626000107/scth_8k08172026.htm"},"events":[{"id":28153,"run_id":25737,"accession_number":"0001017386-26-000107","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"SecureTech Innovations elected to retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent wholly owned subsidiaries rather than pursue a previously contemplated spin-off, terminating the Acquisition Agreement and Incubation Agreement. The company issued 357 shares of Series A Preferred Stock (valued at $1.65 million) as contingent consideration under the 'No Spin-Off Earnout' provision, assuming full voting and management control of the retained subsidiaries.","company_name":"Securetech Innovations, Inc.","ticker":"SCTH","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":29982,"accession_number":"0001017386-26-000107","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Election Agreement represents a material change of control structure: SecureTech has elected to retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent wholly owned subsidiaries rather than pursue a previously contemplated spin-off. This constitutes a definitive agreement that materially alters the corporate structure and ownership framework originally contemplated in the June 2025 Acquisition Agreement. The filing explicitly states the parties \"unanimously elected to forgo the spin-off\" and confirms SecureTech's 100% voting power and management control, triggering the \"No Spin-Off Earnout\" provision and issuance of 357 additional shares of Series A Preferred Stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29983,"accession_number":"0001017386-26-000107","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of the Acquisition Agreement and Incubation Agreement following SecureTech's decision to retain AI UltraProd as a permanent wholly owned subsidiary rather than pursue a previously contemplated spin-off. This represents a material change of control and strategic restructuring: the company issued 357 additional shares of Series A Preferred Stock to AI UltraProd's founding shareholder, assumed full voting and management control, and abandoned the planned independent public listing. The press release confirms this is a significant strategic pivot affecting the company's structure and shareholder value proposition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29984,"accession_number":"0001017386-26-000107","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered issuance of 357 shares of Series A Preferred Stock (valued at $1.65 million in aggregate) to a shareholder as contingent consideration under an acquisition agreement. The shares were issued without registration under Section 4(a)(2) of the Securities Act and are restricted securities bearing a legend. Each preferred share converts into 10,000 common shares, creating significant dilution potential. This is a classic dilutive equity issuance by a small-cap company (OTCQB-listed) to settle acquisition earnout obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29982,"accession_number":"0001017386-26-000107","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Election Agreement represents a material change of control structure: SecureTech has elected to retain AI UltraProd, Aiultraprod Group, and Zhejiang Jizhu as permanent wholly owned subsidiaries rather than pursue a previously contemplated spin-off. This constitutes a definitive agreement that materially alters the corporate structure and ownership framework originally contemplated in the June 2025 Acquisition Agreement. The filing explicitly states the parties \"unanimously elected to forgo the spin-off\" and confirms SecureTech's 100% voting power and management control, triggering the \"No Spin-Off Earnout\" provision and issuance of 357 additional shares of Series A Preferred Stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"Securetech Innovations, Inc.","ticker":"SCTH","filing_date":"2026-08-17"},{"id":29983,"accession_number":"0001017386-26-000107","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of the Acquisition Agreement and Incubation Agreement following SecureTech's decision to retain AI UltraProd as a permanent wholly owned subsidiary rather than pursue a previously contemplated spin-off. This represents a material change of control and strategic restructuring: the company issued 357 additional shares of Series A Preferred Stock to AI UltraProd's founding shareholder, assumed full voting and management control, and abandoned the planned independent public listing. The press release confirms this is a significant strategic pivot affecting the company's structure and shareholder value proposition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"Securetech Innovations, Inc.","ticker":"SCTH","filing_date":"2026-08-17"},{"id":29984,"accession_number":"0001017386-26-000107","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered issuance of 357 shares of Series A Preferred Stock (valued at $1.65 million in aggregate) to a shareholder as contingent consideration under an acquisition agreement. The shares were issued without registration under Section 4(a)(2) of the Securities Act and are restricted securities bearing a legend. Each preferred share converts into 10,000 common shares, creating significant dilution potential. This is a classic dilutive equity issuance by a small-cap company (OTCQB-listed) to settle acquisition earnout obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:01:10.834162+00:00","company_name":"Securetech Innovations, Inc.","ticker":"SCTH","filing_date":"2026-08-17"}]}
