UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01.Entry into a Material Definitive Agreement.
On June 11, 2025, iWallet Corporation (the “Company”) entered into a Product Development & Consulting Agreement (the “Product Development Agreement”) and Statement of Work (the “Statement of Work”) with Trafton Manufacturing Group (“Trafton”) for the development of the iWallet Slim 2025 device, iClutch device, and iPassport device, pursuant to which Trafton will develop renderings and prototypes of the devices, and the Company will (i) pay Trafton $37,104 for prior outstanding invoices, (ii) issue Trafton 1,000,000 shares of Company common stock upon delivery of the iClutch and iPassport prototypes, and (iii) pay Trafton monthly for invoiced amounts under the SOW (estimated to be approximately $129,900 for the iWallet Slim 2025 design project, and additional amounts for prototyping of that device), which amounts the Company can pay by issuing Company common stock in lieu of cash at a ratio of 2:1 (two times as much stock instead of a payment in cash).
The foregoing descriptions of the Product Development Agreement and Statement of Work do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02.Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Company will be issuing shares to Trafton in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there will be no general solicitation, and the issuances will not involve a public offering.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
| Product Development & Consulting Agreement between iWallet Corporation and Trafton Manufacturing Group, dated June 11, 2025. | |
| Statement of Work between iWallet Corporation and Trafton Manufacturing Group, dated June 11, 2025. | |
104 |
| Cover Page Interactive Data File (embedded within Inline XBRL document |
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SIGNATURE
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.
| IWALLET CORP |
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Date: June 16, 2025 |
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| By: /s/ Steven Cabouli |
| Steven Cabouli |
| Chief Executive Officer |
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