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 30, 2024
STEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 333-172172 | 87-2151440 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer No.) |
4851 Tamiami Trail North
Suite 200
Naples, FL 34103
(Address of principal executive offices and Zip Code)
(954) 715-6000
(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 | ||
| Common Stock, par value $0.001 | STEK | OTCQB |
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 7.01 | Regulation FD |
Stemtech Corporation (the “Company”) has terminated its previously reported non-binding Letter of Intent (LOI) for a proposed Reverse Takeover (RTO) of Eevia Health Plc. Upon further due diligence, the Company has determined that Evia Health Plc could not meet the deadlines necessary to make this RTO, and has terminated its plans with Eevia Health Plc.
The Company and Seacret Direct, LLC d/b/a/ Viago (“Viago”) remain committed to their previously disclosed agreement whereby the two companies will merge. The companies are now in negotiations to merge into a company listed on the Swedish MTF Nordic SME Sweden, a part of the Nordic Growth Market (NGM), though no definitive agreement has yet been executed. The proposed RTO will be subject to additional conditions, including an exemption from the obligation to make a bid from the Swedish Securities Council and compliance with other regulatory requirements, the negotiation and execution of definitive agreements, including mutually accepted representations, warranties and covenants.
Forward-Looking Statements
Certain statements made in this Current Report are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “assume,” “estimate,” “would,” “could,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding: the proposed transactions contemplated by the merger agreement, including the benefits of the proposed business combination, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, continued expansion of product portfolios and the availability or effectiveness of the technology for such products; the longevity health care sector’s continued growth; and the expected timing of the proposed business combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the institution or outcome of any legal proceedings that may be instituted against the Company or Viago following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the stockholders of the Company or the Members, certain regulatory approvals, or satisfy other conditions to closing in the Merger Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail to close; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of Viago to satisfy its obligations under the Merger Agreement or grow and manage growth profitably and retain its key employees; (7) costs related to the proposed business combination and our ability to raise the Bridge Financing the Closing Financing; (8) changes in applicable laws or regulations; and (9) other risks and uncertainties indicated from time to time in that we reference in our Annual Report on Form 10-K for 2023 filed with the SEC. The foregoing list of factors is not exclusive, and we caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. We do not give any assurance that the Company will achieve its expectations by this Merger or otherwise.
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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.
Date: January 3rd, 2025
| Stemtech Corporation | ||
| By: | /s/ Charles Arnold | |
| Charles Arnold, CEO | ||
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