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): ~~November~~December 181, 2024

THE CORETEC GROUP INC. (Exact name of registrant as specified in its charter)

(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 51.0201 ~~Departure~~Entry ofInto ~~Directors~~A orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Appointment~~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 ~~new~~10,700 ~~Chief~~shares ~~Financial~~of ~~Officer~~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 ~~Resignation~~conditions set forth in the certificate of ~~former~~designations ~~Chief~~for the ~~Financial~~Series ~~Officer~~D Preferred Shares. For a description of the terms of the Series D Preferred Shares, see Exhibit 3.1.

OnThe ~~November~~Agreement ~~18,~~contains ~~2024,~~customary ~~the~~representations ~~Board~~and ofwarranties ~~Directors~~and ~~(the~~agreements ~~“Board”)~~ of ~~The~~the ~~Coretec~~ Company (and the ~~“Company”)~~Purchaser ~~approved~~and ~~the~~customary ~~appointment~~indemnification ofrights ~~Antti~~and ~~Uusiheimala~~obligations toof ~~serve~~the asparties. ~~Chief~~The ~~Financial~~representations ~~Officer~~and warranties of ~~the~~each ~~Company.~~party Inset ~~connection~~forth ~~with~~in ~~Mr.~~the ~~Uusiheimala’s~~Agreement ~~appointment,~~have Hobeen ~~Seok~~made solely ~~(Roberto)~~for ~~Kim~~the ~~resigned~~benefit asof ~~Chief~~the ~~Financial~~other ~~Officer~~parties ofto the ~~Company~~Agreement, ~~which~~and ~~resignation~~such ~~was~~representations ~~not~~and aswarranties ashould ~~result~~not ofbe ~~any~~relied ~~disagreements~~on ~~with~~by ~~the Company~~any orother ~~its management~~person.

~~Antti~~Under ~~Uusiheimala,~~the ~~age~~terms ~~50,~~of ~~serves~~the asAgreement, the ~~Chief~~Company ~~Financial~~is ~~Officer~~permitted to conduct multiple closings for the sale of the ~~Company.~~Series MrD Preferred Stock. ~~Uusiheimala~~Following the ~~has~~initial closing, which occurred on November 6, 2024, the Company conducted a ~~robust~~subsequent ~~career~~closing inon ~~capital~~November ~~markets~~13, ~~corporate~~2024, and December ~~finance~~1, 2024 (the “Subsequent Closings”) and ~~venture~~may ~~capital~~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, ~~specializing~~2025, insubject ~~private~~to ~~placements~~an extension of up to 45 days at the Company’s discretion. In total, ~~IPOs~~no more than 150,000 shares of Series D Preferred Stock will be sold across the initial and ~~M&A~~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.

~~From~~The ~~2015~~Agreement tois ~~2024,~~attached ~~Mr. Uusiheimala served~~ as ~~Managing~~Exhibit ~~Partner~~10.1 ~~at Halifax Partners, where he advised early and growth-stage companies and acted as a board member and CFO / CEO~~hereto. HeThe ~~recently~~description ~~led~~of the ~~restructuring,~~terms ~~asset~~of ~~purchase~~the ~~and~~Agreement ais ~~Series~~not Aintended ~~financing~~ to abe ~~Japanese~~complete ~~battery~~and ~~manufacturing~~is ~~company~~qualified ~~planning~~in toits ~~restructure~~entirety ~~its~~by ~~operations~~reference to ~~the~~such ~~U.S. He has developed financial models~~exhibit, ~~valuations,~~ and ~~strategic~~which ~~plans~~exhibit ~~across~~is ~~SaaS,~~incorporated ~~manufacturing, and~~herein ~~consumer~~by ~~goods industries~~reference.

~~Earlier~~Forward inLooking his career, Mr. Uusiheimala was Director of Investments at Vision Capital, a $850 million late stage venture capital fund, where he sourced and executed $250 million in growth equity deals and managed IPO processes for 12 portfolio companies, including several reverse mergers. He also worked as a consultant at Goldman Sachs and served as U.S. Country Manager at CRF Health, a clinical trial software startup that achieved a $1 billion exit valuation.Statements

~~Mr.~~This ~~Uusiheimala~~Current ~~holds~~Report anon ~~MBA~~Form in8-K ~~Finance~~contains ~~from~~forward-looking statements within the ~~Rotterdam~~meaning ~~School~~of Section 27A of ~~Management~~the ~~and~~Securities anAct ~~LL.M.~~of in1933, ~~Law~~as amended, and ~~Economics~~Section ~~from~~21E of the ~~University~~Securities Exchange Act of ~~Helsinki~~ 1934, ~~graduating~~as ~~summa~~amended, ~~cum~~that ~~laude~~involve risks, uncertainties, and assumptions that are difficult to predict. HeAll ~~brings~~statements ~~extensive~~other ~~expertise~~than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial ~~and~~performance, ~~corporate~~business strategy, and ~~leadership~~plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to ~~support~~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 ~~Coretec~~current ~~Group~~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 ~~growth~~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.

Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated November 6, 2024 (as filed with the SEC on Form 8-K as Exhibit 3.1 on November 14, 2024)
10.1		Form of Subscription Agreement (as filed with the SEC on Form 8-K as exhibit 10.1 on November 14, 2024)
99.1		Press Release dated December 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 20, 2024
Date: December 5, 2024
	By:	/s/ Antti Uusiheimala
	Name:	Antti Uusiheimala
	Position:	Chief Financial Officer

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