8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 19, 2020

TAUTACHROME INC.

(Exact name of registrant as specified in its charter)

Delaware	333-141907	20-5034780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1846 E. Innovation Park Drive, Oro Valley, Arizona	85755
(Address of principal executive offices)	(Zip Code)

(Former name or former address, if changed since last report.)

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 the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

We are filing this amended 8-K to correct an error in Item 1.01 of the 8-K filed earlier on this date, namely, the State of incorporation of the corporation Arknet Inc. referenced therein is Arizona, not Delaware.

Item 1.01 Entry into a Material Definitive Agreement

On November 19, 2020, the Registrant entered into a letter agreement with Arknet Inc., an Arizona corporation (“Arknet”), under which Arknet agreed to waive its right to collect annual fees under its license agreement with the Registrant, dated October 17, 2018 (such license agreement, the “License”), until the date that the Registrant’s aggregate gross revenue from products developed under the License exceeds $500 million (such date, the “Due Date”). Arknet’s waiver will not affect its entitlement to annual fees under the License, which fees will continue to accrue and be owing by the Registrant. In exchange for Arknet’s waiver, the Registrant will pay Arknet interest on all annual fees that are unpaid and owing under the License at the rate of 1% per annum, compounded annually and calculated from the date on which such annual fees are due under the License. All unpaid and owing annual fees, together with all accrued and unpaid interest thereon, will be due and payable by the Registrant on the Due Date.

Arknet is controlled by Dr. Jon N. Leonard and David LaMountain. Dr. Leonard is the President, CEO, CFO and a director of the Registrant, as well as being a controlling shareholder of the Registrant. Mr. LaMountain is the COO and a director of the Registrant.

The description of the terms and conditions of the letter agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the letter agreement, which is filed as Exhibit 10.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Letter agreement dated November 19, 2020, between the Tautachrome Inc. and Arknet Inc.

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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.

TAUTACHROME INC.

/s/ Jon N. Leonard

Jon N. Leonard

President & CEO

Date: November 20, 2020

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EX-10.1

EXHIBIT 10.1

  Tim Dohse, CEO (928) 360-8794 timdohse@hotmail.com

November 19, 2020

Tautachrome Inc.

1846 E Innovation Park Drive

Oro Valley, AZ 85755

Dear Dr. Leonard,

Re: Waiver of Annual Fees

Reference is made to the written technology license granted by Arknet Inc., an Arizona corporation (“Arknet”), to Tautachrome Inc., a Delaware corporation (“Tautachrome”), on or about October 17, 2018 (such license, the “License”), which permits Tautachrome to develop Licensed Products (as that term is defined in the License).

As you are aware, under the terms of the License, Tautachrome is obligated to pay Arknet certain fees each year under the License (the “Annual Fees”), which, to date, remain unpaid.

Arknet recognizes the importance of Tautachrome’s technology development with respect to Licensed Products, and considers such work to be essential to the optimal, most efficient path towards their successful global rollout. Arknet is willing to enable Tautachrome to focus all of its resources on such development.

Arknet therefore makes the following offer to Tautachrome, which offer is open for acceptance until 5:00 p.m. MT on November 20, 2020:

1.Arknet will waive its right to collect the Annual Fees under the License until such date as Tautachrome’s aggregate gross revenue from Licensed Products exceeds $500 million (such date, the “Due Date”). This waiver will not affect Arknet’s entitlement to the Annual Fees, which will continue to accrue and be owing by Tautachrome under the License.

2.As consideration for the above-described waiver, Tautachrome will pay Arknet interest on all unpaid and owing Annual Fees, at the rate of 1% per annum, compounded annually and calculated from the date on which such Annual Fees are due under the License.

3.All unpaid and owing Annual Fees together with all accrued and unpaid interest thereon will be due and payable by Tautachrome on the Due Date.

4.Unless expressly modified by this Letter, all terms of the License shall remain unchanged for the duration of its term.

If Tautachrome agrees to the above, please sign one copy of this letter in the space provided below and return it to me at the above address. By countersigning this letter, Tautachrome hereby irrevocably and unconditionally agrees to the foregoing.

This letter may be executed in counterparts and may be delivered by scanned format through email transmission, and all such counterparts shall constitute one and the same instrument.

No amendment, waiver or modification of this letter shall be effective without an instrument in writing executed by all parties hereto.

Sincerely,
ARKNET INC.
By:	/s/ Tim Dohse
	Tim Dohse, CEO

ACCEPTED AND AGREED
TAUTACHROME INC.
By:	/s/ Jon N. Leonard
	Jon N. Leonard, CEO

Arknet, Inc.   1846 E Innovation Park Drive Oro Valley, Arizona 85755