CRTG Coretec Group Inc (CE)

 

 

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): May 13, 2025

 

THE CORETEC GROUP INC.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 13, 2025, the Board of Directors of The Coretec Group, Inc. (the “Company”) took action by written consent in lieu of a meeting, in accordance with Section 8 of Article III of the Bylaws of the Company. The Board approved changes in corporate leadership and governance, including the appointment of new officers, acceptance of resignations, and authorization of regulatory filings and financing.

 

The actions taken include, among others:

 

	●	Appointment of Seonkee Kim as Co-Chairman of the Board, President, and Chief Executive Officer;
	●	Appointment of Ho Seok Kim as Chief Financial Officer;
	●	Acceptance of the resignation of Jung Min Lee as a Director;
	●	Relief of Antti Uusiheimala from officer positions;
	●	Continued service by Elbert Michael Ussery as Co-Chairman and Director;
	●	Continued service by Victor Keen as Independent Director;
	●	Authorization to prepare and file the Company’s OTC Markets Alternative Reporting Standard disclosures;
	●	Approval of financing authorization for related audit expenses;
	●	Direction to update corporate records accordingly.

 

The full text of the Board resolutions is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

The Company has authorized the preparation and filing of its Alternative Reporting Standard disclosures with OTC Markets Group for the periods ended September 30, 2024, December 31, 2024, and March 31, 2025. A loan facility of up to $300,000 has been authorized to support audit preparation and related compliance activities.

 

Item 9.01 Financial Statements and Exhibits.

 

**Exhibit No.		Description**
99.1		Board Resolutions of The Coretec Group, Inc., dated May 13, 2025
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.
By:	/s/ Seonkee Kim
Name:	Seonkee Kim
Title:	Chief Executive Officer
Date:	May 30, 2025

 

 

Exhibit 99.1

 

BOARD RESOLUTIONS OF THE CORETEC GROUP, INC.

 

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS

 

Pursuant to Section 8 of Article III of the Bylaws of The Coretec Group, Inc. (the “Corporation”), the undersigned, constituting at least a majority of the members of the Board of Directors (the “Board”), hereby adopt the following resolutions by written consent in lieu of a meeting, effective as of May 13, 2025.

 

WHEREAS, the Board has considered and determined that the following actions are in the best interests of the Corporation and its stockholders:

 

1.

Elbert Michael Ussery shall continue serving as Co-Chairman of the Board and is formally designated as a Director of the Corporation;

 

2.

Seonkee Kim shall be appointed Co-Chairman of the Board, President, and Chief Executive Officer of the Corporation;

 

3.

The Board has received and hereby accepts the voluntary resignations of Jung Min Lee from his positions as directors of the Corporation;

 

4.

The Board has determined to relieve Antti Uusiheimala of all officer positions he presently hold with the Corporation, effective immediately, and wishes to express its sincere appreciation for his dedicated service and valuable contributions;

 

5.

The Board has resolved to appoint Ho Seok Kim as the Chief Financial Officer of the Corporation; and

 

6.

The Board has reviewed and considered the foregoing changes to the Corporation’s executive leadership and governance and determined that they are in the best interests of the Corporation and its stockholders.

 

NOW, THEREFORE, BE IT RESOLVED:

 

1.

Continuation and Designation of Co-Chairman and Director

 

RESOLVED, that Elbert Michael Ussery shall continue serving as Co-Chairman of the Board and is hereby formally designated as a Director of the Corporation, effective immediately, to continue providing strategic leadership in accordance with the Corporation’s Bylaws.

 

2.

Appointment of Co-Chairman, President, and Chief Executive Officer

 

RESOLVED FURTHER, that Seonkee Kim is hereby appointed as Co-Chairman of the Board, President, and Chief Executive Officer of the Corporation, effective immediately, and shall have full authority to act in such capacities in accordance with applicable law and the governing documents of the Corporation.

 

3.

Acceptance of Director Resignation

 

RESOLVED FURTHER, that the Board hereby accepts the voluntary resignation of Jung Min Lee from his position as Director of the Corporation, effective immediately, and expresses its sincere appreciation for his service and contributions.

 

 

4.

Relief of Officers and Recognition of Service

 

RESOLVED FURTHER, that Antti Uusiheimala is hereby relieved of all officer positions he presently hold with the Corporation, effective immediately, and the Board extends its sincere gratitude and appreciation for his dedicated service and valuable contributions to the Corporation.

 

5.

Appointment of Chief Financial Officer

 

RESOLVED FURTHER, that Ho Seok Kim is hereby appointed as the Chief Financial Officer of the Corporation, effective immediately, and shall assume all duties and responsibilities inherent to that office as prescribed by the Corporation’s Bylaws and applicable law.

 

6.

Affirmation of Executive Leadership and Governance Changes

 

RESOLVED FURTHER, that the Board, having reviewed and considered the foregoing leadership changes, affirms that such actions are in the best interests of the Corporation and its stockholders, and adopts each measure accordingly.

 

7.

OTC Markets Alternative Reporting and Financing Authorization

 

RESOLVED FURTHER, that the Board hereby approves the preparation and submission of the Corporation’s OTC Markets Alternative Reporting Standard (“ARS”) disclosure statements (collectively, the “ARS Reports”) for the outstanding reporting periods ended September 30, 2024 and December 31, 2024, and for the fiscal quarter ended March 31, 2025, together with any required financial statements, certifications, and subsequent amendments;

 

RESOLVED FURTHER, that the Authorized Officers are directed and authorized, in the name and on behalf of the Corporation, to execute, file, and publish such ARS Reports, and any related correspondence or supplemental disclosures with OTC Markets Group Inc., and to take any other action they deem necessary or advisable in connection therewith;

 

RESOLVED FURTHER, that to fund the preparation of said ARS Reports—including pre-audit services by an audit-preparation firm, PCAOB audit fees, and any related audit costs from a U.S. CPA firm—the Authorized Officers are hereby authorized to negotiate, enter into, and draw upon a loan facility in an aggregate principal amount of up to US $300,000 with such lender and upon such terms and conditions as they deem appropriate, and to execute and deliver any and all agreements, promissory notes, certificates, or other instruments, and to take any other actions they deem necessary or advisable to effectuate such financing; and

 

RESOLVED FURTHER, that the Authorized Officers are authorized and directed to allocate the proceeds of such loan facility to the budget for the ARS project and any other outstanding budgetary requirements relating thereto.

 

8.

Authority to Update Corporate Records

 

RESOLVED FURTHER, that the proper officers of the Corporation are hereby authorized and directed to make all filings and take all other actions necessary or desirable to carry out the intent of these resolutions, including updating the Corporation’s internal records, regulatory filings, website, and public disclosures to reflect the foregoing changes.

 

 

9.

Continued Service of Independent Director

 

RESOLVED FURTHER, that Victor Keen shall continue to serve as an Independent Director of the Corporation, effective immediately, and the Board expresses its appreciation for his continued service and guidance.

 

10.

Interested-Director Recusal

 

RESOLVED FURTHER, that any director having an interest in the foregoing matters has recused, or shall recuse, themselves from deliberation and voting thereon, and the remaining disinterested directors have approved, or shall approve, such matters in accordance with applicable law and the Corporation’s Bylaws.

 

11.

Counterparts; Electronic Signatures

 

RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and that facsimile or electronic signatures shall be deemed originals for all purposes.

 

IN WITNESS WHEREOF, the undersigned, constituting at least a majority of the members of the Board of Directors of the Corporation, have executed this Written Consent as of the date first written above.

 

DIRECTORS:

 

By:			By:			By:
Name:	Elbert Michael Ussery		Name:	Seonkee Kim		Name:	Jung Min Lee
Date:	05/___/2025		Date:	05/___/2025		Date:	05/___/2025
By:			By:			By:
Name:	Birge Watkins		Name:	Victor Keen		Name:	Robert McCollar
Date:	05/___/2025		Date:	05/___/2025		Date:	05/___/2025
By:
Name:	David Lee
Date:	05/___/2025

 

 

v3.25.1

Cover	May 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2025
Entity File Number	000-54697
Entity Registrant Name	THE CORETEC GROUP INC.
Entity Central Index Key	0001375195
Entity Tax Identification Number	73-1479206
Entity Incorporation, State or Country Code	OK
Entity Address, Address Line One	333 Jackson Plaza
Entity Address, Address Line Two	STE 460
Entity Address, City or Town	Ann Arbor
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48103
City Area Code	(866)
Local Phone Number	916-0833
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---