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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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Item 1.01Entry into a Material Definitive Agreement. 

On March 10, 2021 Omnitek entered into an Employment Agreement with Werner Funk, the President and CEO of the Company. The term of the Employment Agreement shall be for a period of three (3) years, with a Base Salary of $150,000 per year with such salary reviewed on an annual basis by the Board of Directors. Additionally, concurrent and pursuant to the Employment Agreement, the Company granted o Werner Funk, the President and Chief Executive Officer, a stock option to purchase 300,000 shares of common stock, at an exercise price of $0.1155 representing 110% of the closing price of the Company’s common stock as of March 10, 2021. Such Options shall be exercisable for a period of seven years.  The Option shall vest and be exercisable at the rate of 1/36 per month.   

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement filed as Exhibits 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 1, 2021, Omnitek Engineering Corp. (the “Company”) receive the fund pursuant to a Paycheck Protection Program loan (the “PPP Loan”) from LIBERTY CP2 SPV, LP,  under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration.  The Company received total proceeds of $100,000 from the PPP Loan.  Pursuant to the terms of the Note, the first payment shall be determined based on the deferment period and time required to process any application for forgiveness.  The Note shall be due on March 1, 2026, or as determined by the Small Business Administration and Department of the Treasury.

Item 3.02 - Unregistered Sales of Equity Securities

As stated above, on March 10, 2021, in conjunction with and pursuant to the Mr. Funk’s Employment, the Company granted to Werner Funk, the President and Chief Executive Officer, a stock option to purchase 300,000 shares of common stock, at an exercise price of $0.1155 representing 110% of the closing price of the Company’s common stock as of March 10, 2021. Such Options shall be exercisable for a period of seven years.  The Option shall vest and be exercisable at the rate of 1/36 per month.   No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. As the founder, a Director and the CEO of the Company Mr. Funk was intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

Also on March 10, 2021, the Company granted to each of John M. Palumbo and Gary S. Maier, the two independent directors, a non-qualified stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.1050 per share representing 100% of the closing price of the Company’s common stock as of March 10, 2021.  Such Options shall be exercisable for a period of seven years.  The Option shall vest and be exercisable immediately.  No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The individuals receiving the options were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 

(d)           Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

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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. 

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