Welcome to our dedicated page for Spectral Capital SEC filings (Ticker: FCCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Spectral Capital Corporation filings document material-event disclosures for a Nevada technology investment and development company with common stock quoted on the OTCQB. The record includes Form 8-K and 8-K/A reports covering completed acquisitions, material definitive agreements, governance changes, capital-structure disclosures and operating or financial result updates.
Company filings describe transactions involving Telvantis Voice Services and other telecommunications operations, common-stock consideration and related restrictions, and an asset purchase covering patentable innovations tied to native AI operating systems, Linux-environment development, FPGA optimization, security and remote synchronization technologies. Governance filings also record board appointments and related public-company disclosure matters.
Spectral Capital Corporation reported its first full quarter including 42 Telecom and Telvantis, generating Q1 2026 revenue of $328,512k versus $0 a year earlier, almost entirely from U.S. voice services. Despite the revenue surge, gross profit was only $2,190k as cost of revenue reached $326,322k.
The company posted a net loss of $9,405k, driven in part by a $5,914k non-cash loss from remeasuring contingent consideration tied to its 2025 acquisitions. Cash and cash equivalents were $2,705k, while current liabilities of $340,498k exceeded current assets of $290,867k, creating a $49,631k working capital deficit ($8,878k excluding $40,753k of non-cash contingent consideration).
Management states there is substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, limited cash, dependence on external financing, and heavy reliance on a receivables financing facility with Fasanara. Customer concentration is high, with three counterparties representing about 94% of Q1 2026 revenue and cost of revenue.
Spectral Capital Corporation filed its annual report describing a major shift from a research-focused tech incubator into an operating telecommunications and data-infrastructure platform. In 2025 it acquired 42 Telecom and Telvantis, adding international messaging and voice services that generate recurring revenue.
The company reported net income of $918,355 for 2025, driven largely by a non-cash gain of $3,387,266 on contingent consideration, and excluding this recorded a loss from operations of approximately $2,468,911. Total assets increased to $150.7 million, reflecting consolidation of acquisitions, while cash was $2.1 million.
Despite new scale, Spectral faces a working capital deficit of $42.6 million, or $7.7 million excluding contingent consideration expected to be settled in equity, and an accumulated deficit of $33.4 million. Two customers accounted for about 35.7% and 33.0% of 2025 revenue, and two suppliers, including a related party, represented 36.0% and 39.1% of cost of revenue, creating concentration risk.
Spectral Capital Corporation filed an amended Form 8-K to add full financial statements for its acquisition of Telvantis Voice Services, Inc. The amendment includes audited carved-out results for 2023–2024, unaudited nine-month 2025 figures, and detailed pro forma financials showing the combined business.
Telvantis generated total revenues of $215.4 million in 2023 and $22.5 million in 2024, with 2024 net income of $3.4 million$149.7 million in revenues and a $2.8 million net loss, reflecting heavy use of related-party financing and factoring facilities.
As of December 31, 2024, Telvantis had $42.2 million in assets, $38.1 million in liabilities, and equity of $4.1 million, with negative working capital of about $1.1 million. Management discloses a sharp revenue decline in 2024 tied to a halt in third-party working capital financing, followed by restructuring, new financing, and cost cuts that it believes support going-concern status.
The pro forma schedules illustrate how acquiring 100% of Telvantis, in exchange for 1.5 million Spectral shares at closing plus up to 8.5 million additional earn-out shares, could affect Spectral’s balance sheet and earnings if the deal had been in place earlier.
SPECTRAL CAPITAL Corp Chief Financial Officer Daniel Gilcher filed an initial ownership report showing he holds common stock both directly and through a controlled entity. He indirectly owns 400,000 shares through Adama GmbH, which he wholly owns and controls, and directly holds 175,000 shares. The footnote explains these shares were issued as acquisition consideration for the purchases of 42 Telecom Ltd. and Telvantis Voice Services, Inc., rather than as compensation for his services.
Spectral Capital Corp director Werner Gottfried has reported his initial beneficial ownership in the company. He holds a non-qualified stock option giving him the right to buy 100,000 shares of common stock at an exercise price of $3.99 per share. The option becomes exercisable starting on February 3, 2026 and vests monthly over 24 months until it is fully vested, with an expiration date of January 3, 2031. The filing shows this option is held directly by him.
Spectral Capital Corp director Michael Richard Turner filed an initial ownership report showing he beneficially owns a non-qualified stock option to purchase 100,000 shares of common stock. The option has an exercise price of $3.99 per share, becomes exercisable starting February 3, 2026, and expires on January 3, 2031. The filing states that the option vests monthly over 24 months beginning February 3, 2026, and is held directly by Turner.
Spectral Capital Corporation reported signing a Binding Term Sheet to acquire 100% of the equity of Italian company Intermatica S.p.A. The proposed consideration is 5,000,000 shares of Spectral common stock at closing, subject to escrow, buy-back, standstill and minimum value protection provisions.
The Term Sheet also allows for issuance of up to an additional 5,000,000 shares as performance-based earn-out over a multi-year period, for a maximum of 10,000,000 shares in total. It further states that no Intermatica shareholder may beneficially own more than 4.9% of Spectral’s outstanding common stock at any time.
The transaction is conditioned on due diligence, including a potential PCAOB-qualified audit of Intermatica, negotiation and signing of a definitive stock purchase agreement, customary closing conditions, and board approvals. The company cautions there is no assurance that a definitive agreement will be executed or that the transaction will close.
Spectral Capital Corporation disclosed that it entered into a Definitive Stock Purchase Agreement to acquire 100% of Telvantis Voice Services, Inc., a Florida corporation. The consideration consists of up to 10,000,000 shares of Spectral common stock, including 1,500,000 shares issued at closing and up to 8,500,000 additional shares tied to revenue and operating profit milestones during fiscal year 2026.
The acquisition closed on December 31, 2025, and Telvantis Voice Services will be consolidated into Spectral’s financial statements from that date. All shares issued under the agreement are subject to a twelve‑month lock‑up, a 4.9% beneficial ownership cap, and other transfer restrictions, with additional earn‑out, minimum share value, rescission, and indemnification provisions. The company intends the transaction to qualify as a tax‑free reorganization and issued the closing shares as restricted securities in a private offering under Section 4(a)(2) and/or Regulation D.
Spectral Capital Corporation reported that its Board appointed Daniel Gilcher, age 39, as Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective January 3, 2026. He currently serves as Chief Financial Officer and a Director of Mexedia and previously held senior finance roles at Nuvo, bringing experience in going‑public transactions, mergers and acquisitions, and capital raising across equity, debt, and complex instruments.
The company highlighted his extensive academic background, including a Ph.D. in Empirical Finance, an MBA, and multiple advanced finance degrees, with research published in peer‑reviewed journals. In connection with the previously disclosed acquisition of 42 Telecom, Gilcher received 400,000 shares of Spectral Capital common stock as part of the transaction consideration on August 1, 2025, before his appointment as an executive officer. The shares were issued as deal consideration, not as compensation, the company received no cash proceeds, and the transaction was approved by the Board. The company plans to disclose his compensation arrangements in a later filing.
Spectral Capital Corporation reported a change in its board leadership structure. On December 27, 2025, the Board of Directors appointed Dr. Olga Nezerenko as an independent director. She brings more than 20 years of leadership experience in logistics, transport, and academic program development, along with a PhD in Economics and Business Administration from Tallinn University of Technology.
Dr. Nezerenko has led the Logistics Study Programme at the Estonian Entrepreneurship University of Applied Sciences since 2004, overseeing curriculum development, applied research supervision, and industry partnerships. She also participates in sector organizations, including the Estonian Logistics and Freight Forwarding Association and the Transport and Logistics Professional Chamber, which the company expects will add valuable strategic insight to the board.