8-K Impact 6/10 Corporate Governance / Leadership Change

$LOTT · Techlott Inc.

October 28, 2026 · AI-analyzed SEC filing

Techlott Inc. filed an 8-K reporting a Waiver, Termination and Release Agreement with Chairman Eldar Grady and his Talniri Ltd. Grady resigned all offices and waived $400,438.36 of accrued consulting fees (less $18,830 applied to a share purchase), a 638,961,306-share subscription right, and up to $7,000,000 of anti-dilution value. In exchange he retains 188,300,000 common shares (~4.0% fully diluted) via 3,766 Series B Preferred shares, a 14,000,000-share warrant at $0.01, and 963,790 open-market shares. CFO Ron Mekler was appointed a director. The company also disclosed its stock moved from OTCQB to OTCID Basic Market on October 2, 2026.

  • Grady waived $400,438.36 of accrued consulting fees, keeping only $18,830 applied to the share purchase price.
  • Grady gave up a right to subscribe for 638,961,306 common shares and up to $7,000,000 of anti-dilution value.
  • Grady retains 188,300,000 shares (~4.0% fully diluted) via 3,766 Series B Preferred shares converting at 50,000 common shares each.
  • CFO Ron Mekler, age 53, was appointed a director to fill Grady's vacancy.
  • Stock moved from OTCQB to OTCID Basic Market on October 2, 2026 after the bid price fell below $0.01 for 30+ days.

Price data unavailable.

A founder-level insider exit that sharply reduces dilution risk is offset by a simultaneous OTCQB delisting, signaling ongoing capital-structure distress.

The OTCQB-to-OTCID downgrade reflects the sub-$0.01 bid price and mirrors the capital-structure distress common among micro-cap issuers pursuing reverse splits to restore listing eligibility.

The company faces going-concern risk and must raise capital on acceptable terms; the authorized-share increase and reverse split remain subject to a November 5, 2026 effectiveness date. Grady retains anti-dilution protection on his 4.0% stake until $5,000,000 of new value is raised.

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