FCCN Spectral Capital Corporation (QB)

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):  

October 25, 2024

SPECTRAL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report.)

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:

Securities registered pursuant to Section 12(b) of the Act: None

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. ☐

Spectral Capital Corporation is referred to herein as the “Company”, “us”, “we”, or “our”.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Sunday, October 26, 2024, Jonathon Walton, our director, resigned.  There were no disagreements of any kind with Mr. Walton.  His resignation was not in connection with any disagreement with our management regarding us, our operations, policies or practices. He did not serve on any board committees.  

Effective October 25, 2024, Aby Alexander was appointed to our Board of Directors.  We have not had any previous relationship with Mr. Alexander and he has not entered into any contract previously with the Company.  Management has proposed to the board that Mr. Alexander receive options to purchase 30,000 common shares in the company at the then current fair market value subject to monthly vesting over 4 years.  For each additional year of service on the board beyond the first year, Mr. Alexander would receive an additional grant of 8,000 options vesting over 12 months at the then fair current market value.  He is paid $2,000 for each in person board meeting he travels to attend plus his reasonable pre-approved travel expenses.  He also receives $25,000 for the first year’s directors fee stipend and $50,000 each year thereafter that he serves on the board.   He has not yet been appointed to any board committees.

Mr. Alexander is the President and CEO of BroadSat Technologies, a leader in broadcast and broadband solutions. He also serves as President of FT America, specializing in intelligent transport solutions, and President and CEO of eXstream Security, a cybersecurity provider. Additionally, he has served as an International Council Member at Harvard Kennedy School and the University of Chicago Harris School of Public Policy.

Item 8.01. Other Events.

On October 25, 2024, the Company issued a press release announcing the appointment of Aby Alexander to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

Aby Alexander Joins Spectral Capital’s Board of Directors, Bringing Unmatched Expertise in AI and Connectivity

Well-positioning Spectral to reshape the future of both quantum computing and global connectivity.

Austin, TX – October 25, 2024 – Spectral Capital Corporation (OTC QB: FCCN), a pioneer in quantum computing and distributed technologies, proudly welcomes Aby Alexander to its Board of Directors. Aby’s extensive experience in broadcast and broadband solutions, combined with his leadership in AI and edge computing, will add invaluable insights to Spectral’s mission of revolutionizing global technology.

As President & CEO of BroadSat Technologies, Aby has championed innovations that bring essential services such as telemedicine, remote learning, and emergency alerts to underserved communities. His work to bridge the digital divide aligns seamlessly with Spectral Capital’s vision to harness the power of quantum computing for scalable, global solutions.

Aby also played a pivotal role as the former President & CEO of Thomson Broadcast Americas, expanding the company’s U.S. presence and leading the acquisition of GatesAir Inc. His experience in M&A strategy, infrastructure, and next-generation technologies will provide strategic guidance as Spectral continues to grow in the quantum space.

Reflecting on his new role at Spectral Capital, Jenifer Osterwalder, CEO, remarked, "Quantum computing is opening doors we never thought possible, particularly in the way we transmit and process data. We are honored Mr. Alexander is joining Spectral’s board. We are collectively excited about Aby’s guidance on the potential that Quantum technologies will fundamentally change how broadcast and broadband services will be delivered. It’s humbling to think of the impact Aby can provide our organization, especially in his global expertise in bringing connectivity to those who need it most.”

"We are thrilled to have Aby join our Board," said Sean Michael Brehm, Chairman of Spectral Capital. "His innovative approach to technology and his deep understanding of connectivity solutions perfectly complement Spectral’s mission to leverage quantum technologies for global innovation and transformation."

Aby’s contributions extend beyond connectivity and AI, having authored a book on blockchain technology and led groundbreaking work in cybersecurity. His vision, combined with Spectral Capital’s leadership in quantum solutions, will drive the next phase of technological breakthroughs in decentralized systems.

For more information, please visit www.spectralcapital.com.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.