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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 1, 2024
| THE
CORETEC GROUP INC. |
| (Exact
name of registrant as specified in its charter) |
| Oklahoma |
|
000-54697 |
|
73-1479206 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
IRS
Employer
Identification
No.) |
| 333
Jackson Plaza, STE 460, Ann Arbor MI |
|
48103 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(866)
916-0833
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into A Material Definitive Agreement
On
December 1, 2024, The Coretec Group, Inc. (the “Company”) entered into a Subscription Agreement (the “Agreement”)
with an accredited investor (the “Purchaser”), pursuant to which Agreement the Company agreed to issue and sell to
the Purchaser in a private placement, an aggregate of 10,700 shares of the Company’s designated Series D Convertible Preferred
Shares (the “Series D Preferred Shares”), stated value $100 per share, each of which is convertible into shares of common
stock (the “Conversion Shares”), par value $0.0002 per share, of the Company (the “Common Stock”) at affixed
conversion price of $0.015 per Conversion Share. Under the Purchase Agreement, the Purchaser has purchased an aggregate of 10,700 Series
D Preferred Shares initially convertible into an aggregate of 71,333,333 Conversion Shares for an aggregate purchase price of $1,070,000.
The Purchaser will not have the right to convert any portion of its Series D Preferred Shares if, together with its affiliates, it would
beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
Additionally, holders of Series D Preferred Shares may elect to exchange their shares for shares of a third-party company, in the event
the Company completes an acquisition of shares in a third party company, which may be publicly traded outside U.S markets. The exchange
rate for any such transaction would be determined based on the terms and conditions set forth in the certificate of designations for
the Series D Preferred Shares. For a description of the terms of the Series D Preferred Shares, see Exhibit 3.1.
The
Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification
rights and obligations of the parties. The representations and warranties of each party set forth in the Agreement have been made solely
for the benefit of the other parties to the Agreement, and such representations and warranties should not be relied on by any other person.
Under
the terms of the Agreement, the Company is permitted to conduct multiple closings for the sale of the Series D Preferred Stock. Following
the initial closing, which occurred on November 6, 2024, the Company conducted a subsequent closing on November 13, 2024, and December
1, 2024 (the “Subsequent Closings”) and may conduct additional closings until the termination of the offering. The offering
of the Series D Preferred Shares is expected to remain open until March 31, 2025, subject to an extension of up to 45 days at the Company’s
discretion. In total, no more than 150,000 shares of Series D Preferred Stock will be sold across the initial and any subsequent closings.
The information provide herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company.
The
Agreement is attached as Exhibit 10.1 hereto. The description of the terms of the Agreement is not intended to be complete and is qualified
in its entirety by reference to such exhibit, and which exhibit is incorporated herein by reference.
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult
to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements
regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations,
are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” or “should,”
or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s
current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a
result of various important factors. The forward-looking statements made herein are based on the Company’s current expectations,
assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this
Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent
events or circumstances, except as otherwise required by law.
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, to the extent required herein.
Based in part upon the representations of the purchasers to the Company, including that they are an “accredited investor”
as defined under Rule 501(a) of Regulation D, the shares of Common Stock issuable upon conversion of the securities thus issued, will
be exempt from registration under the Securities Act.
Item
7.01 Regulation FD Disclosure
On
December 5, 2024, the Company issued a press release announcing their intended use of proceeds for the offering.
A
copy of the press release is attached herewith as Exhibit 99.1
Item
9.01 Financial Statements And Exhibits.
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.
| |
The
Coretec Group Inc. |
| Date:
December 5, 2024 |
|
|
| |
By: |
/s/
Antti Uusiheimala |
| |
Name: |
Antti
Uusiheimala |
| |
Position: |
Chief
Financial Officer |
Exhibit
99.1
ANN
ARBOR, Mich., Dec. 04, 2024 (GLOBE NEWSWIRE) — via IBN — The Coretec Group, Inc. (OTCQB: CRTG) (“Coretec” or
the “Company”) has taken a decisive step toward global leadership in energy innovation with the acquisition of a controlling
stake in KIB Plug Energy Co., Ltd. (“KIB Plug Energy”), a prominent KOSPI-listed enterprise in South Korea. This transformative
acquisition, coupled with a strategic restructuring of its Core Optics subsidiary and upcoming funding initiatives, solidifies Coretec’s
status as a global powerhouse in energy and technology. KIB Plug Energy operates across 53 countries, offering design, engineering and
manufacturing services, as well as maintenance solutions for chemical and petroleum production plants. Over the past five years, the
company has maintained annual revenues exceeding US$70million, underscoring its financial stability and growth trajectory.
Strategic
Leap: Acquisition of KIB Plug Energy
Coretec’s
acquisition of KIB Plug Energy cements its position as the largest shareholder of the company, paving the way for breakthroughs in the
energy and industrial sectors. The transaction includes:
1.
17,957,581 shares, fully paid and deposited into The Coretec Group Security Account.
●
Purchase Price: 8,500,000,000 KRW (US$6,041,222.46)
2.
An additional 24,000,000 shares, to be acquired via a Share Purchase Agreement (SPA) with Open Asia Co., Ltd., KIB Plug Energy’s
largest shareholder.
●
Contract Deposit (Completed): 1,560,000,000 KRW (US$1,108,742)
● Second Payment (Completed): 1,560,000,000 KRW (US$1,108,742)
Total
Transaction Value: 15,600,000,000 KRW (US$11,087,420.04)
Grand
Total: 25,660,000,000 KRW (US$18,237,348.51)
*Ongoing Negotiations:
●
34,000,000 shares (to be acquired from various shareholders).*
In
alignment with this acquisition, Coretec secured US$8.37 million through a private placement of Series D Convertible Preferred Stock.
The proceeds were strategically allocated to acquire KIB Plug Energy shares, now held in Coretec’s securities account.
Financial
Highlights of KIB Plug Energy (K-IFRS Audited) (USD)
| Year | |
Revenue | | |
Net Income | |
| 2022 | |
$ | 75,103,056 | | |
$ | 8,017,058 | |
| 2023 | |
$ | 97,547,974 | | |
$ | 10,305,615 | |
| Growth YoY | |
| +29.9% | | |
| +28.5 | |
[Exchange
Rate: 1 USD = 1407 KRW]
KIB
Plug Energy’s portfolio encompasses cutting-edge energy and industrial solutions, including:
●
Shell and tube heat exchangers
● Waste heat boilers
● Towers and columns
● Pressure vessels and reactors
Leadership
Transformation: Pioneering the Future
Coretec’s
influence at KIB Plug Energy will deepen on Dec. 13, 2024, with the appointment of four new board members at KIB Plug Energy’s
shareholders’ meeting. The new leadership team includes:
●
Michael Ussery, CEO of Coretec
● Dr. Seonkee Kim, Co-Chairman of Coretec
●Youngsun Yoo, Senior Vice President of Finance of Coretec
● Jungmin Lee, COO of Coretec
This
enhanced leadership underscores Coretec’s commitment to innovation, operational excellence and global market expansion. Ambassador
Michael Ussery brings extensive expertise to KIB Plug Energy as a former U.S. Ambassador to Morocco and a leader in international development.
He has driven transformative initiatives across multiple regions, founded enterprises and non-profits, and advised seven countries, the
U.S. State Department, and corporations. His board roles include Safi Apparel, Corium Distribution UK, and Healixa, and he previously
served as a global advisor to General Dynamics and led revitalization efforts for distressed firms through the Romania Moldova Direct
Fund.
Dr.
Seonkee Kim is a visionary leader in energy and technology, with a distinguished career spanning finance, technology and academia. His
pioneering work at FIST Global advanced risk management and derivatives modeling, while his groundbreaking contributions to battery technology
have been instrumental in establishing a U.S.-based gigafactory for sustainable energy solutions. Dr. Kim holds a Ph.D. in Finance from
NYU’s Stern School of Business and degrees from Seoul National University.
Mr.
Youngsun Yoo brings over 30 years of expertise in global finance, corporate leadership and strategic management. As CFO and Vice President
of Hapchun Food Co., Ltd., he has excelled in financial oversight and strategic planning. His career includes senior roles at Hana Bank,
HSBC, and Royal Bank of Canada, leading initiatives in risk management and international finance. A graduate of NYU’s Stern School
of Business with an MBA in Finance and International Business, Mr. Yoo also holds a degree in Economics from Sungkyunkwan University.
Giga-Scale
U.S. Battery Manufacturing Initiative
In
response to the surging global demand for advanced energy storage, Coretec intends to launch a giga-scale battery manufacturing facility
in the United States, supported by planned federal and state partnerships. This initiative underscores Coretec’s commitment to
clean energy innovation and positions the Company as a key driver in the energy transition.
Reshaping
Core Optics for New Horizons
Coretec
is restructuring its Core Optics subsidiary, known for its expertise in compact camera modules (CCMs), to maximize efficiency and unlock
new revenue streams. By enhancing its capabilities in testing and calibration equipment, Core Optics will play a pivotal role in Coretec’s
growth strategy and its expansion into advanced technology markets.
A
Vision of Growth and Innovation
With
its acquisition of KIB Plug Energy, the restructuring of Core Optics, and its ambitious plans for a GIGA-scale battery plant, Coretec
is poised for unprecedented growth. Consolidated annual revenues are projected to surpass US$100 million, driving significant profitability
to fuel the next wave of expansion.
“This
acquisition marks a transformative moment in our journey,” said Dr. Kim, co-chairman of Coretec. “We are redefining
the energy landscape through groundbreaking innovations and a relentless commitment to sustainable solutions.”
About
The Coretec Group
The
Coretec Group, Inc., headquartered in Ann Arbor, Michigan, specializes in the development of engineered silicon for advanced applications.
Through its proprietary Endurion program, Coretec is creating silicon anodes for lithium-ion batteries designed to charge faster and
last longer, with the potential to revolutionize the electric vehicle (EV) market and other energy storage applications. For more information,
please visit thecoretecgroup.com.
Corporate
Contact:
The
Coretec Group, Inc.
Lindsay McCarthy
info@thecoretecgroup.com
+1 (866) 916-0833
Wire
Service Contact:
IBN
Los Angeles, California
www.InvestorBrandNetwork.com
Editor@InvestorBrandNetwork.com
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Coretec (QB) (USOTC:CRTG)
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