The Coretec Group Inc. (OTCPK:CRTG) entered into a Share Exchange Agreement to acquire Core Optics, LLC for $36.9 million on March 1, 2024. The consideration includes (i) 10,000,000 shares of Series C Convertible Preferred Stock and (ii) 705,561,076 shares of the Company?s common stock for the Membership Interests. Upon consummation of the Exchange, Core Optics will be a wholly-owned-direct subsidiary of the Company, Operating Subsidiary will be a wholly-owned-indirect subsidiary of the Company, the combined company will continue to operate under the name The Coretec Group, Inc., the Company?s Common Stock will continue to trade under the ticker symbol ?CRTG?, and the Member is expected to beneficially own approximately 80% of the Company?s Common Stock on a fully-diluted basis.

The transaction is subject to the Coretec having completed or be prepared to irrevocably complete concurrently with the Closing, a private placement of the Coretec?s securities in sufficient amount mutually agreed upon by Coretec and the Core optics, Coretec shall having received from Core optics the Financial Statements and pro forma financial statements for the required periods and in form and content required for Closing, Coretec having received any applicable notice or approval from the OTCMarkets that Company?s common stock will continue to be continue to be quoted on the OTCQB after the Closing, the completion of due diligence, approval of the Agreement and the transactions contemplated by the target and its Board of Directors. Jay Yamamoto of Sichenzia Ross Ference Carmel LLP acted as legal advisor to CORE OPTICS, LLC.