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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
Notice is hereby given (“This Notice”) pursuant to Section 228(e) of the Delaware General Corporation Law and acts as prompt notice to all stockholders of actions described below taken by less than unanimous written consent. No action is required by any shareholder as a result of This Notice.
On March 29, 2023 by action of unanimous consent of stockholders having a supermajority of all securities of the Corporation eligible to vote, the Company enacted several resolutions, as set forth in exhibit 99.1 hereto (the “Resolutions”). One of these resolutions was to change the name of the Corporation to ARtelligence Holdings Inc. The Resolution to change the name of the Corporation to ARtelligence Holdings Inc was filed with the Secretary of State of the State of Delaware on April 6, 2023, to be effective upon filing. It is not necessary for any shareholders of the Company to surrender or exchange any stock certificates as a result of the change of the name of the Corporation.
In addition, and among other things, the Resolutions authorize the Company to conduct stock splits and reverse stock splits and to take whatever actions are deemed by the Board of Directors to be of financial necessity to the Corporation for the benefit of all shareholders.
The above summary of the Resolutions is incomplete and is qualified in its entirety by the Resolutions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
March 29, 2023 Resolutions by Action of Unanimous Consent of Stockholders |
2 |
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.
TAUTACHROME, INC. |
| ||
|
| ||
Date: April 4, 2023 | By: | /s/ David LaMountain |
|
| David LaMountain |
| |
| CEO |
|
3 |
EXHIBIT 99.1
TAUTACHROME INC.
ACTION BY UNANIMOUS CONSENT OF STOCKHOLDERS
In accordance with Section 228 of the Delaware General Corporation Law and the Bylaws of Tautachrome Inc., a Delaware corporation (the “Corporation”), the three undersigned stockholders, having a supermajority of all securities of the Corporation eligible to vote, and in addition constituting all of the officers of the Corporation and all of the members of the Board of Directors of the Corporation, hereby take the following actions and adopt the following resolutions:
RESOLVED, that the Certificate of Incorporation of the Corporation be amended to change the name of the Corporation to “ARtelligence Holdings Inc., and that the Corporation seek a new and appropriate ticker symbol.
RESOLVED FURTHER, that the Board of Directors shall have the authority to (a) increase or decrease the authorized shares of the Corporation, (b) conduct stock splits and reverse stock splits, (c) issue shares of Common Stock to advisers, consultants and or other providers for services rendered to the Corporation, and (d) take whatever actions are deemed by the Board of Directors to be a financial necessity of the Corporation for the benefit of all shareholders.
RESOLVED FURTHER, that all actions taken by officers of this Corporation prior to the date of the foregoing resolutions are hereby ratified, confirmed, and approved as the acts and deeds of this Corporation.
IN WITNESS WHEREOF, by executing this Action by Written Consent of Stockholders, each undersigned stockholder is giving written consent with respect to all shares of the Corporation’s capital stock held by such stockholder in favor of the above resolutions. This Action by Written Consent of Stockholders may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, or other reproduction be a complete reproduction of the entire original writing.
Dated: March 29, 2023
| /s/ David LaMountain |
|
| Stockholder David LaMountain, CEO and Director |
|
|
|
|
| /s/ Jon N Leonard |
|
| Stockholder Jon N Leonard, Secretary and Director |
|
|
|
|
| /s/ Timothy Holly |
|
| Stockholder Timothy Holly, Director |
|
Cover |
Mar. 29, 2023 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | TAUTACHROME, INC. |
Entity Central Index Key | 0001389067 |
Document Type | 8-K |
Amendment Flag | false |
Entity Emerging Growth Company | false |
Document Period End Date | Mar. 29, 2023 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 84-2340972 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Entity Address Address Line 2 | Oro Valley |
Entity File Number | 333-141907 |
Entity Address Address Line 1 | 1846 E. Innovation Park Drive |
Entity Address City Or Town | Oro Valley |
Entity Address State Or Province | AZ |
Entity Address Postal Zip Code | 85755 |
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end
)C4(=0!VMOD.J>-A6-7MM/+O\=.FM!JG;0BE3Y42 #<$,*J6#V%C12J\A)L)$#F@;CB:[
MQ3>D>=XEI7(A#X#+0>1AY;Y,G5Y##G= "O[P D('Q _O!U#H@BDRCKE:U6:Q
M0JUB*:70UM0947_(LNJL%/(1Y+]%HU>2H8?B&2[S31K#O.P,!KB)]-TU"\Q9
M3HJ[!WVV6'&MTFY_+];S/3J.X/ZE6FXK%3+YTG5=9E9EUWE8US'