Techlott Inc. filed a Form 8-K on October 28, 2026, disclosing its entry into a Waiver, Termination and Release Agreement with former Executive Chairman Eldar Edmund Grady and his company Talniri Ltd., effective October 28, 2026.

Key Highlights

  • Resignation: Eldar Edmund Grady resigned as director, Chairman of the Board, and Executive Chairman of Techlott Inc., along with all other offices held at the company and its subsidiaries.
  • Consulting fees waived: Talniri Ltd. and Mr. Grady waived accrued consulting fees recorded at US$400,438.36 as of September 30, 2026, except for US$18,830 applied toward a share purchase price.
  • Subscription rights reduced: Mr. Grady waived rights to 638,961,306 shares of common stock and 17,842 shares of Series B Preferred Stock previously reserved for him, retaining instead rights to 188,300,000 shares (approximately 4.0% of fully diluted common stock), delivered as 3,766 shares of Series B Preferred Stock issued to Talniri.
  • Purchase price: The 3,766 Series B Preferred Stock shares carry a purchase price of US$18,830 (US$0.0001 per underlying share), paid by set-off against accrued consulting fees.
  • Anti-dilution protection: Mr. Grady retains anti-dilution protection on his 4.0% holding until the company has received an aggregate of US$5,000,000 of new value, with the protection expiring earlier upon the closing of an underwritten public offering.
  • Warrant retained: Mr. Grady retains a warrant to purchase 14,000,000 shares of common stock at US$0.01 per share, acquired for cash in July 2025, with any anti-dilution or price adjustment provision in it waived.
  • Standstill agreement: Mr. Grady agreed to a 12-month standstill, restricting him from acquiring additional company securities (other than on exercise of his warrant or in company offerings), soliciting proxies, joining a group, or making public proposals concerning the company.

Techlott and Grady Unwind Prior Agreements in Comprehensive Separation

According to the filing, Techlott Inc. (formerly AppYea, Inc.), a Nevada corporation headquartered in Jerusalem, Israel, entered into the Grady Agreement dated as of October 20, 2026, with Eldar Edmund Grady and Talniri Ltd., a company wholly owned by Mr. Grady. The agreement terminated the Consulting Agreement dated September 30, 2025 among the company, Talniri, and Mr. Grady by mutual consent. As the filing disclosed, Talniri and Mr. Grady waived all consulting fees accrued under that agreement, recorded at US$400,438.36 as of September 30, 2026, as well as all severance and other amounts that could have become payable, including 36 months of base consideration payable upon certain terminations.

In exchange for the waived rights, the filing states that Mr. Grady retains the right to 188,300,000 shares of common stock, representing approximately 4.0% of fully diluted common stock expected to be outstanding following an increase in authorized common stock. These shares are to be delivered as 3,766 shares of Series B Preferred Stock issued to Talniri, which will convert automatically into common shares when the authorized share increase becomes effective. The company agreed to issue the Series B Preferred Stock within five business days after the effective date and to report progress to Mr. Grady every 15 days until conversion is complete. The filing notes that the retained shares are not subject to the performance milestones or return provisions of the original Subscription Agreement.

The filing further discloses that the company, Mr. Grady, and Talniri exchanged mutual releases, and that the company's principal stockholders and officers Yakir Abadi and Mark Katzenelson and their companies also exchanged mutual releases with Mr. Grady and Talniri. Mr. Grady continues to be entitled to indemnification as a former director under the company's articles of incorporation, bylaws, and Nevada law, and the company agreed to maintain directors' and officers' insurance coverage for him for six years in respect of his period of service, for so long as it maintains such coverage for its directors. The full text of the agreement is filed as Exhibit 10.1 to the report.

What Was Disclosed

Techlott Inc. disclosed the terms of a separation agreement with former Executive Chairman Eldar Grady, covering his resignation, the termination and waiver of his consulting agreement and prior equity rights, a restructured share entitlement of 188,300,000 shares via preferred stock, retained warrant rights, anti-dilution protection, mutual releases, and a 12-month standstill.