ZenaTech, Inc. — Annual Report 2024

Jun 11, 2025

20-F/A 1 zt_20fz.htm FORM 20-F AMENDMENT Produced by edgar-services.com using EDGARsuite software, Advanced Computer Innovations, Inc., Copyright (C) 2008-2025 [PPWGG7LDR1F0VAFR0HUR]. www.edgarsuite.com Form 20-F Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A (Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41852

ZenaTech, Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

777 Hornby Street, Suite 600

Vancouver, British Columbia Canada V6Z 1S4

(Address of principal executive offices)

Shaun Passley, PhD

777 Hornby Street, Suite 600

Vancouver, British Columbia Canada V6Z 1S4

(647) 249-1622 Shaun@Zenatech.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock Shares, $0.30 par value	ZENA	The Nasdaq Capital Market LLC

Securities for which there is a reporting obligation pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

22,501,124

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements: ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b): ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

2

EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 20-F for the year ended December 31, 2024 (the “Original Filing”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2025, is being filed for the sole purpose of amending and restating in its entirety “Item 19. Exhibits” under Part III of the Original Filing to include our Compensation Clawback Policy. Except as noted above, this Form 20-F (Amendment No. 1) does not update or modify any disclosures in or reflect any events occurring after the Original Filing. Accordingly, this Form 20-F (Amendment No. 1) should be read in conjunction with the Original Filing.

3

Item 19. Exhibits

We have filed the following documents as exhibits to this Form 20-F:

Type	Description
1.2	Articles (1)
1.3	Certificate of Name Change (1)
1.4	Certificate of Name Change (1)
1.5	Bylaws of ZenaTech, Inc. (1)
1.6	Articles Of Zenapay, Inc. (1)
2.1	Description of Securities (2)
4.1	Spin-Off Agreement (1)
4.2	Management Services Agreement (1)
4.3	Industry Software Exclusive License Agreement (1)
4.4	Technology Exclusive License Agreement (1)
4.5	Technology Exclusive License Agreement (1)
4.6	Technology Exclusive License Agreement (1)
4.7	Spin-Off Agreement (1)
4.8	Management Services Agreement (1)
4.8A	Second Amending Agreement To Management Services Agreement (1)
4.9	Industry Software Exclusive License Agreement (1)
4.10	Technology Exclusive License Agreement (1)
4.11	Technology Exclusive License Agreement (1)
4.12	Technology Exclusive License Agreement (1)
4.13	2022 Long-Term Incentive Plan (1)
4.14	Revolving Line Of Credit Note (1)
4.15	Revolving Line Of Credit Note (1)
4.16	Saif Zone Warehouse Lease (1)
4.17	Memorandum (1)
4.18	Tenancy Contract (1)
8.1	List of Subsidiaries (2)
11.1	Code of Business Conduct and Ethics (2)
11.2	Insider Trading Policy (2)
12.1	Section 302(a) Certification of CEO (2)
12.2	Section 302(a) Certification of CFO (2)
13.1	Section 906 Certification of CEO (2)
13.2	Section 906 Certification of CFO (2)
15.1	Audit Committee Charter (2)
23.1	Auditor’s Consent (2)
97.1	Compensation Clawback Policy *

Notes:

• Filed herewith

(1) Filed as an exhibit to our Registration Statement on Form F-1/A as filed with the SEC on September 24, 2024 and incorporated herein by reference.

(2) Filed as an exhibit to our Annual Report on Form 20-F as filed with the SEC on April 25, 2025 and incorporated herein by reference

4

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

ZENATECH, INC.

By : /s/ Dr. Shaun Passley Dr. Shaun Passley

Chief Executive Officer

Date: June 11, 2025

5