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)

~~January~~September 210, 2024

Commission file number: 000-56349

KwikClick, Inc.

(Exact name of registrant as specified in its charter)

Delaware	95-4463033
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

585 West 500 South Suite 130
Bountiful, Utah	84010
(Address of principal executive offices)	(Zip Code)

(385) 301-2792

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 (see General Instruction A.2. below):

☐	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))

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. ☐

Section 73 - ~~Regulation~~Securities FDand Trading Markets

Item 73.0102 ~~Regulation~~Unregistered FDSales ~~Disclosure~~of Equity Securities

~~The~~On September 10, 2024, KwikClick, Inc. (the “Company”) sold isunregistered ~~furnishing~~securities aof ~~letter~~the Company. The securities were sold to ~~shareholders~~a single, non-affiliate purchaser (“Investor”) for ~~from~~cash consideration of $500,000 to the Company and consisted of 2,500,000 shares of the Company’s ~~CEO~~common stock at a price of $0.20 per ~~See~~share ~~Exhibit~~and 992,500,000 stock appreciation rights with a base price of $0.120 per share (“SARs”). The Stock Appreciation Rights Agreement (“SARs Agreement”) allows the Investor to ~~this~~potentially ~~Current~~gain ~~Report~~from onthe ~~Form~~company’s ~~8-K~~stock price appreciation by converting the SARs into shares, subject to specific conditions and timelines outlined in the SARs Agreement. The SARs Agreement provides the Investor with the following rights:

InGrant ~~accordance~~of ~~with~~SARs: ~~General Instruction B.2 of~~The ~~Form~~agreement ~~8-K,~~provides the ~~information~~Investor ~~contained~~with ~~in this Item 7.01 and~~ the ~~letter~~right ~~are~~to ~~being~~receive ~~furnished~~common ~~under~~stock ~~Item~~shares ~~7.01~~ of ~~Form~~the ~~8-K~~Company. ~~and~~upon ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~appreciation ~~Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange Act”),~~Company’s orcommon ~~otherwise~~stock. ~~subject~~The toSARs ~~the~~are ~~liabilities~~based ofon ~~that~~a ~~section,~~specified ~~nor~~base ~~shall such information and exhibits be incorporated by reference into any filing under the Securities Act of 1933~~price, ~~as amended, or the Exchange Act, except as shall be expressly~~ set ~~forth~~at ~~by specific reference in such a filing~~$0.20 ~~The~~per ~~letter is furnished with this current report on Form 8-K as Exhibit 99~~share.1.

~~Section~~Term: 9The -SARs ~~Financial~~are valid ~~Statements~~for seven years from the grant date, allowing the Investor to exercise them anytime within this period, subject to vesting and ~~Exhibits~~other conditions.

~~Item~~Vesting: ~~9.01~~The ~~Exhibits~~SARs fully vest six months after the grant date, giving the Investor the right to exercise them thereafter.

Exercise: Once vested, the SARs can be exercised for shares. Upon exercise, the Investor will receive a number of shares equivalent to the increase in the stock’s market value over the base price (d$0.20). ~~Exhibits:~~The SARs cannot be exercised for cash.

Exhibit 99.1	Shareholder Letter
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Market Fluctuations: If the market price of the stock is higher than $0.20, the Investor benefits from the appreciation in the form of additional shares. If the market price is lower, the SARs hold no value and would not be exercised.

2Non-Transferability: The SARs cannot be transferred, except upon the Investor’s death or by specific provisions outlined in the agreement.

~~SIGNATURES~~Tax Withholding: The Investor is responsible for paying any taxes due upon the inclusion of the SARs in their income upon exercise.

~~Pursuant~~Termination toof Relationship: If the ~~requirements~~Investor’s ofrelationship with the ~~Securities and~~company ~~Exchange~~ends ~~Act~~(other ofthan ~~1934,~~for ~~the~~reasons ~~Registrant~~of ~~has~~death ~~duly~~or ~~caused~~disability), ~~this~~they ~~Current~~have ~~Report~~90 days to beexercise any ~~signed~~vested onSARs ~~its~~before ~~behalf~~they byexpire. ~~the~~Unvested ~~undersigned~~SARs ~~hereunto~~are ~~duly authorized~~forfeited immediately upon termination.

~~KWIKCLICK,~~Death ~~INC.~~or /Disability: If the Investor’s/ ~~Jeffrey~~relationship ~~Yates~~is ~~Jeffrey~~terminated ~~Yates~~due ~~Chief~~to ~~Financial~~death ~~Officer~~or disability, all unvested SARs immediately vest, and the Investor (or their beneficiaries) has up to two years to exercise them.

~~Dated~~Change in Control: ~~January~~ If 3a change in control occurs, ~~2023~~the agreement provides for potential substitution of the SARs with a replacement award. If no appropriate replacement is provided, the SARs may vest immediately before the change in control.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	KWIKCLICK, INC.

	/s/ Jeffrey Yates
	Jeffrey Yates
	Chief Financial Officer

Dated: September 16, 2024

Filing Compare · KwikClick, Inc.