TAUTACHROME INC. (OTCMKTS:TTCM) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 to that Form 8-K, and with the addition to item 1.01 of that Form 8-K, in a second paragraph, the sentence “The Note was issued through a private placement to an accredited investor under an exemption from registration to section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.“
Item 1.01Entry into a Material Definitive Agreement
On February12, 2018, the Registrant executed with SBI Investments, LLC (“SBI”) a convertible promissory note (the “Note”), dated as of February 7, 2018 with a face value of $241,562 (“Face Value”) under a share purchase agreement (the “SPA”) dated as of the same date. The Note, due 9 months after issuance, carries an interest rate of 6%. The Note may be prepaid within the first 90 days of issuance at 115% of Face Value, from the 91st through 180th day after issuance at 125% of Face Value, and thereafter may be prepaid only with the consent of SBI. Beginning on the 181st day after issuance, the Note becomes eligible for conversion to Company common shares at a conversion price of 65% of the lowest bid price in the 20 trading days prior to conversion notice, subject to the limitation that SBI may be the beneficial owner of no more than 4.99% of the issued and outstanding common shares of the Registrant at any one time. In addition, under the terms of the SPA the Registrant issued SBI 15,000,000 restricted common shares upon Note execution. With this Current Report, the Registrant also announces that the convertible promissory note dated December 27 2017, executed with PowerUp Lending Group LTD, was today paid in full.
The Note was issued through a private placement to an accredited investor under an exemption from registration to section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
About TAUTACHROME INC. (OTCMKTS:TTCM)
Tautachrome, Inc., formerly Roadships Holdings, Inc., operates in the Internet applications space. The Company is engaged in pursuing three avenues of business activity: KlickZie technology-based business development and monetization; Smartphone application development and digital design, and acquisition of revenue-generating smartphone applications. Its KlickZie Activation Platform will enable consumers to download KlickZie’s free camera upgrade software into their mobile device, which thereafter activates the pictures and videos taken by their device using KlickZie technology. The Company’s Smartphone application development and digital design business activity will be conducted by Polybia Studios, Pty Ltd. The Company’s Appquisitions Division is created as a vehicle to acquire revenue-generating smartphone applications. Its PhotoSweep is an application that lets users select photos from their smartphone photo albums, and have them printed and sent to addresses of their choosing.
