Sean Michael Brehm - Aug 14, 2024 Form 4 Insider Report for SPECTRAL CAPITAL Corp (FCCN)

Role: Director, 10%+ Owner
Signature: /s/ Sean Michael Brehm
Stock symbol: FCCN
Transactions as of: Aug 14, 2024
Transactions value $: $101,000
Form type: 4
Date filed: 8/16/2024, 12:07 PM
Previous filing: Jul 24, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FCCN	Common Stock	Purchase	$101K	+5.05M		$0.02	5.05M	Aug 15, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FCCN	Stock Options (Right to buy)	Award	$0	+3M		$0.00	3M	Jun 12, 2024	Common Stock	625K	$0.04	Direct	F2
transaction	FCCN	Contractual Right to Acquire	Award	$0	+40M		$0.00	40M	Jun 7, 2024	Common Stock	40M		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F2	On June 12, 2024 ("Grant Date"), the Company granted the Reporting Person the ability to acquire one hundred twenty-five thousand (125,000) options (the "Options") each month or an aggregate of three million (3,000,000) Options over 24 months. The Options vest monthly on their respective grant date and may be exercised in whole or in part into shares of the Common Stock at the price of $.43 per share for a period of ten (10) years from each Grant Date. The terms of the Options are set forth in the Option Agreement dated June 12, 2024, which is attached as an Exhibit to the Company's Form 8-K filed with the SEC on June 17, 2024. The amount reflected includes Options that may be acquired in 60 days from the date hereof.
F3	As reported on Form 8-K filed by the Company with the SEC on June 7, 2024, the Reporting Person entered into an agreement with the Company on June 7, 2024 to sell 100% of the securities of Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai, in exchange for 40,000,000 shares of the Company's Common Stock. As amended, such agreement will terminate if the closing of the transactions contemplated by the agreement has not been completed by August 31, 2024.

Content

On June 12, 2024 ("Grant Date"), the Company granted the Reporting Person the ability to acquire one hundred twenty-five thousand (125,000) options (the "Options") each month or an aggregate of three million (3,000,000) Options over 24 months. The Options vest monthly on their respective grant date and may be exercised in whole or in part into shares of the Common Stock at the price of $.43 per share for a period of ten (10) years from each Grant Date. The terms of the Options are set forth in the Option Agreement dated June 12, 2024, which is attached as an Exhibit to the Company's Form 8-K filed with the SEC on June 17, 2024. The amount reflected includes Options that may be acquired in 60 days from the date hereof.

As reported on Form 8-K filed by the Company with the SEC on June 7, 2024, the Reporting Person entered into an agreement with the Company on June 7, 2024 to sell 100% of the securities of Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai, in exchange for 40,000,000 shares of the Company's Common Stock. As amended, such agreement will terminate if the closing of the transactions contemplated by the agreement has not been completed by August 31, 2024.