UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): April 25, 2024~~1934

Date of Report (Date of earliest event reported): September 6, 2024

OMNITEK ENGINEERING CORP.

(Exact name of ~~Registrant~~Company as specified in its charter)

California

California	000-53955	33-0984450
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1345 Specialty Drive, Suite E 130 Vista, CA 92081 (Address of Principal Executive Offices) (760) 591-0089 (Registrant’s Telephone Number)

~~(State~~Securities orregistered ~~Other~~pursuant ~~Jurisdiction~~to ofSection ~~Incorporation~~12(b) of the Act:

000-53955	33-0984450
(Commission File Number)	(IRS Employer Identification No.)

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
N/A

~~1333~~Check ~~Keystone~~the ~~Way,~~appropriate ~~Suite~~box ~~101,~~below ~~Vista,~~if ~~California~~the ~~92081~~Form 8-K filing is intended to simultaneously satisfy the filing

~~(Address~~obligation of ~~principal~~the ~~executive~~Company ~~offices,~~under ~~Zip~~any ~~Code)~~of the following provisions:

(760) 591-0089

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols(s) Name of each exchange on which registered N/A

Item 15.~~01Entry~~07Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

OnThe ~~May~~Annual 3,Meeting ~~2024,~~of ~~the~~Shareholders ~~Company renewed and entered into an Employment Agreement with Werner Funk,~~ (the ~~President~~“Annual ~~and~~Meeting”) ~~CEO~~ of the Company. ~~The~~was ~~term~~held ofon ~~the~~September ~~Employment Agreement shall be for a period of three (3) years~~6, ~~with a Base Salary of $150,000 per year with such salary reviewed on an annual basis by the Board of Directors~~2024. At ~~Additionally, concurrent and pursuant to~~ the ~~Employment~~Annual ~~Agreement~~Meeting, the ~~Company~~shareholders ~~granted~~voted oon ~~Werner Funk,~~ the ~~President~~following proposals and ~~Chief~~cast ~~Executive~~their ~~Officer,~~votes ~~a stock option to purchase 300,000 shares of common stock, at an exercise price of $0.015 representing 110% of the closing price of the Company’s common stock~~ as ofdescribed ~~May 3, 2024~~below. ~~Such Options shall be exercisable for a period of seven years. The Option shall vest and be exercisable at the rate of 1/36 per month.~~

~~The~~Proposal ~~foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement filed as Exhibits 10.~~1 ~~to this Current Report on Form 8-K, which is incorporated herein by reference.~~

~~Item~~The ~~3.02~~individuals listed below were elected at the Annual Meeting to serve a one-year ~~Unregistered~~term ~~Sales~~on the Company’s Board of ~~Equity~~Directors ~~Securities~~(the “Board”).

On April 25, 2024, in consideration for their services as independent directors, the Company granted to each of Messrs. Gary S. Maier and John M. Palumbo, a Non-Qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan to purchase 50,000 shares of common stock at an exercise price of $0.0160, representing 100% of the closing price of the common stock of the Corporation as of April 24, 2024. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.


	For		Withheld
Werner Funk		11,958,497		193,574
Gary S. Maier		11,958,097		193,974
John M. Palumbo		11,938,762		213,309

~~Also~~Proposal on April 25, 2024, the Company granted to Werner Funk, as a Director, a Non-qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan, to purchase 50,000 shares of common stock at any exercise price of $0.0176, representing 110% of the closing price of the common stock of the Corporation as of April 24, 2024. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant. 2

OnProposal ~~May~~2 3,was ~~2024,~~a inmanagement ~~conjunction~~proposal ~~with and pursuant~~ to ~~the~~ratify ~~Mr. Funk’s Employment,~~ the ~~Company~~appointment ~~granted~~of toMercurius ~~Werner~~& ~~Funk~~Associates, ~~the~~LLP ~~President~~as ~~and Chief Executive Officer, a stock option to purchase 300,000 shares of common stock, at an exercise price of $0.1155 representing 110% of~~ the ~~closing price of the~~ Company’s ~~common~~independent ~~stock~~registered aspublic ofaccounting ~~March~~firm ~~10, 2021. Such Options shall be exercisable~~ for a period of seven years. The Option shall vest and be exercisable at the rate of 1/36 per month. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. As the founder2024, aas ~~Director~~described ~~and~~in the ~~CEO~~proxy ~~of the Company Mr~~materials. ~~Funk~~This proposal was ~~intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision~~approved.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

For			Against				Abstained
15,244,059			62,193				8,800

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.SIGNATURES

Exhibit Number	Description of Exhibit
10.1	Werner Funk Employment Agreement dated May 3, 2024

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.

	OMNITEK ENGINEERING CORP.

Date: September 12, 2024	_______________________________
	By: Werner Funk Its: President and CEO

~~SIGNATURES~~2

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.

	Omnitek Engineering Corp.
	/s/	Werner Funk
Date: May 3, 2024		By: Werner Funk
		Its: President and CEO

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