SPECTRAL CAPITAL Corp 10-Q

Item 2. Unregistered Sales of Securities and Use of Proceeds During the six months ended June 30, 2026, the Company issued an aggregate of 8,037,200 shares of common stock in the following unregistered transactions: On January 9, 2026, the Company issued 1,000,000 shares of common stock to former shareholders of Telvantis Voice Services, Inc. in connection with the Company's acquisition of Telvantis on December 31, 2025, pursuant to the Stock Purchase Agreement. The issuance of these shares was made in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. The shares were issued for non-cash consideration as part of the total purchase price for the Telvantis acquisition. On March 24, 2026, the Company issued 100,000 shares of common stock at a purchase price of $2.00 per share for total gross proceeds of $200 pursuant to the private placement offering approved by the Board of Directors on March 16, 2026. The offering was conducted under Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. The offering was made to accredited investors only. None of the transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. All investors represented that they were acquiring the securities for investment purposes and not with a view to distribution. No general solicitation or advertising was used in connection with the offer or sale of these securities. On May 21, 2026, the Board of Directors determined that the revenue-based performance milestone under the Stock Purchase Agreement for Telvantis Voice Services, Inc. had been achieved for the fiscal year ended December 31, 2025 and, pursuant to that determination, the Company issued an aggregate of 6,924,700 shares of common stock to the designated recipients, as reported on the Company’s Current Report on Form 8-K filed May 27, 2026. The issuance of these shares was made in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the shares are subject to lock-up, trickle-out and beneficial ownership limitation agreements. The shares were issued for non-cash consideration in partial settlement of the earn-out consideration payable under the Telvantis Stock Purchase Agreement. Included in that issuance were 1,041,000 shares issued on May 22, 2026 to an entity controlled by Daniel Gilcher, the Company’s Chief Financial Officer, in settlement of certain obligations of Telvantis, Inc. and those shares did not constitute compensation for services to the Company. On June 1, 2026, the Company issued 12,500 shares of common stock at a purchase price of $1.60 per share for total gross proceeds of $20 pursuant to the private placement offering approved by the Board of Directors on March 16, 2026. The offering was conducted under Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, and was made to a single non-affiliated accredited investor. The transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The investor represented that it was acquiring the securities for investment purposes and not with a view to distribution. No general solicitation or advertising was used in connection with the offer or sale of these securities. The net proceeds from the private placement have been and will be used to fund ongoing operations, corporate infrastructure, and working capital requirements in connection with the Company’s planned Nasdaq Stock Market uplisting. Item 3. Defaults Upon Senior Securities Not Applicable. 8 Item 4. Mine Safety Disclosures. None.