SecureTech Innovations, Inc. filed a Form 8-K on October 27, 2026, disclosing that on October 22, 2026, the company closed a series of definitive agreements with QStak Holding, LLC and Craft Capital Management LLC covering an exclusive worldwide intellectual property license, a joint venture, and a minority equity investment in QStak.

Key Highlights

  • Exclusive license consideration: Up to $22,000,000 in aggregate stated value, payable solely in newly designated Series B Preferred Stock at $10,000 stated value per share, across four milestone-based tranches.
  • Tranche 1 issued at closing: 600 shares of Series B Preferred ($6,000,000 stated value) were issued to QStak on October 22, 2026.
  • Joint venture ownership: Piranha Blockchain, Inc. (a wholly owned subsidiary of SecureTech) holds 57,000 units (57%), QStak holds 38,000 units (38%), and Craft Capital holds 5,000 profits interest units (5%) of QStak Market, LLC.
  • QStak equity stake: SecureTech acquired a net 15% ownership interest in QStak for $4,500,000, paid in 26 shares of Series A Preferred Stock, having an aggregate value of $4,547,400.
  • Repurchase option: For 48 months after closing, SecureTech may repurchase the 26 Series A Preferred shares for $4,500,000 plus interest at 4% per annum.
  • Initial JV valuation: The parties agreed on an initial valuation of the JV Entity of $22,000,000, subject to a closing valuation report by an independent valuation firm.
  • Ownership cap: No Series B Preferred shares will be issued to QStak if, after issuance, QStak and its affiliates would hold more than 9.9% of SecureTech's total voting power.

SecureTech's QSTAK Agreements: License, Joint Venture, and Equity Terms

According to the filing, SecureTech Innovations, Inc. (OTCQB:SCTH) entered into and closed the QSTAK Agreements on October 22, 2026. Under the Exclusive Intellectual Property License Agreement, QStak granted SecureTech an exclusive, worldwide license, including the right to sublicense, to QStak's blockchain, exchange, wallet, and related intellectual property. The filing states that no cash royalty or other cash consideration is payable for the license, and that the license becomes perpetual and irrevocable once all earned consideration has been delivered. QStak may terminate the license only for SecureTech's uncured failure to deliver earned and legally issuable Series B Preferred shares.

The remaining three tranches of Series B Preferred are tied to specific milestones, according to the filing: 300 shares ($3,000,000) upon the first commercial launch of the QStak exchange to unaffiliated third-party customers; 650 shares ($6,500,000) upon the JV Entity achieving $7,500,000 of annual gross revenue in any trailing twelve-month period; and 650 shares ($6,500,000) upon achieving $15,000,000 of such revenue. The filing also discloses an acceleration provision: if the closing price of SecureTech's common stock equals or exceeds $40.00 per share for fifteen consecutive trading days, the remaining unissued tranches may become earned, subject to conditions including commercial launch. The number of shares in each tranche is fixed and does not adjust based on SecureTech's market price or any later valuation.

For the QStak equity acquisition, the filing states that 26 shares of Series A Preferred were issued, a figure derived by dividing $4,500,000 by $174,900 (the product of the $17.49 closing price of SecureTech common stock on the OTCQB on October 21, 2026, multiplied by 10,000) and rounding 25.73 shares up to 26. The JV Entity, QStak Market, LLC, is managed by a three-member Management Committee, with two members designated by SecureTech, identified in the filing as J. Scott Sitra and Anthony Vang, and one designated by QStak. The filing states that SecureTech intends to consolidate the JV Entity in its financial statements.

What Was Disclosed

SecureTech Innovations, Inc. disclosed the October 22, 2026 closing of agreements with QStak Holding, LLC and Craft Capital Management LLC covering an exclusive worldwide IP license, the formation of joint venture QStak Market, LLC, and the acquisition of a 15% interest in QStak for Series A Preferred shares valued at $4,547,400.