UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
(RULE 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
| ☒ | Preliminary Information Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
| TRUTANKLESS, INC. |
| (Exact name of registrant as specified in charter) |
Nevada
(State or other jurisdiction of incorporation)
| 000-55219 | | 26-2137574 |
| (Commission File Number) | | (IRS Employer Identification No.) |
15900 North 78th Street
Suite 200
Scottsdale, Arizona 85260
(Address of principal executive offices and zip code)
480-275-7572
(Registrant’s telephone number including area code)
Payment of Filing Fee (check the appropriate box):
| ☒ | No fee required |
| | |
| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
| | (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF INCEPTION MINING INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
TRUTANKLESS, INC.
15900 North 78th Street, Suite 200
Scottsdale, AZ 85260
INFORMATION STATEMENT
June ____, 2026
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholders:
This notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”) of the voting capital stock of Trutankless, Inc., a Nevada corporation (the “Company”), as of the close of business on June ____, 2026 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the notice requirements of the Nevada Revised Statutes. The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “Board”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “Written Consent”). The Written Consent approved the following actions:
| | · | The increase in the number of authorized shares of Common Stock from one hundred fifty million (150,000,000) shares of Common Stock to three hundred million (300,000,000) shares of Common Stock (the “Authorized Share Increase”). The 10,000,000 authorized preferred shares of the Company shall remain the same. |
The Written Consent is the only shareholder approval required to effect the Corporate Action under the Nevada Revised Statutes, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Corporate Action. The Corporate Action, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying Information Statement is furnished only to inform our shareholders of the actions described above before they take place in accordance with Section 78.390 of the Nevada Revised Statutes and Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement is first mailed to you on or about June ____, 2026. .
Please feel free to call us at (480) 275-7572 should you have any questions on the enclosed Information Statement.
| Trutankless, Inc. | |
| | |
| /s/ Guy Newman | |
| Guy Newman | |
| Chief Executive Officer & Director | |
TRUTANKLESS, INC.
15720 N. Greenway Hayden Loop, Suite 2
Scottsdale, AZ 85260
Telephone (480) 275-7572
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
THE MAJORITY SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”) of the voting capital stock of Trutankless, Inc., a Nevada corporation (the “Company”), as of the close of business on June ____, 2026 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the notice requirements of the Nevada Revised Statutes. The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “Board”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “Written Consent”). The Written Consent approved the following actions:
| | · | The increase in the number of authorized shares of Common Stock from one hundred fifty million (150,000,000) shares of Common Stock to three hundred million (300,000,000) shares of Common Stock (the “Authorized Share Increase”). The 10,000,000 authorized preferred shares of the Company shall remain the same. |
The Written Consent is the only shareholder approval required to effect the Corporate Action under the Nevada Revised Statutes, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Corporate Action. The Corporate Action, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders.
The Board of Directors has fixed June ____, 2026, as the record date (the “Record Date”) for determining those of our Shareholders entitled to receive this information statement.
Section 78.320 of the Nevada Revised Statutes (the “NRS”) provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.
In accordance with the foregoing, this Information Statement is first being mailed on or about June ____, 2026, to our shareholders and is being delivered to inform you of the corporate action described herein in accordance with Section 78.390 of the NRS and Rule 14c-2 of the Securities Exchange Act of 1934. We are not aware of any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action taken. In addition, pursuant to the laws of Nevada, the actions taken by majority written consent in lieu of a special shareholder meeting do not create appraisal or dissenters’ rights.
The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
SHAREHOLDER APPROVAL
This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase and Reverse Stock Split approved by the Board of Trutankless, Inc. (the “Company,” “we,” “our,” or “us”) and the Majority Stockholders which hold a majority of the voting capital stock of the Company.
Common Stock
As of June 15, 2026, there were issued and outstanding (i) 141,214,441 shares of Common Stock. Pursuant to Section 78.320 of the NRS, at least a majority of the common voting equity of the Company are required to approve the Authorized Share Increase by written consent. The Majority Stockholders, who hold in the aggregate 73,086,022 shares of Common Stock (approximately 51.76% of the voting equity of the Company), have voted in favor of the Authorized Share Increase thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the names of the Majority Stockholders, the number of shares of Common Stock held by the Majority Stockholders, the total number of votes that the Majority Stockholders voted in favor of the Authorized Share Increase and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
| Name of Majority Stockholders | | Number of Shares of Common Stock held and votes in favor | | | Number of Votes that Voted in favor of the Actions | | | Percentage of the Voting Equity that Voted in favor of the Action (1) | |
| Guy Newman | | | 3,500,000 | | | | 3,500,000 | | | | 2.48 | % |
| Robertson James Orr | | | 4,150,541 | | | | 4,150,541 | | | | 2.94 | % |
| Built Right Holdings, LLC | | | 61,435,481 | | | | 61,435,481 | | | | 43.51 | % |
| Sperry Advisory Services LLC | | | 1,500,000 | | | | 1,500,000 | | | | 1.06 | % |
| Rod Cullum & Kim Cullum Trust | | | 2,500,000 | | | | 2,500,000 | | | | 1.77 | % |
| Total | | | 73,086,022 | | | | 73,086,022 | | | | 51.76 | % |
______________________________
(1) Based on 141,214,441 shares of Common Stock issued and outstanding as of June 15, 2026, which is the only class of the Company’s voting securities.
ACTION TO BE TAKEN
The action will become effective as soon as practicable after filing with the Nevada Secretary of State, but no sooner than after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders, or upon the further instruction of the Board.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The number of authorized shares of our Common Stock will be increased from one hundred fifty million (150,000,000) shares of Common Stock to three hundred million (300,000,000) shares of Common Stock (the “Authorized Share Increase”).
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The purpose for the increase in the number of authorized shares is to maintain the required reserves. Our Board of Directors believes it is in the best interest of our Company to increase the number of authorized shares of Common Stock in order to give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, future financing and recapitalization efforts as well as other general corporate transactions. The Board of Directors believes that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to us. We do not have any definitive plans, arrangements, understandings or agreements regarding the issuance of the additional shares of common stock that will result from our adoption of the proposed Amendment.
The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of that date, information known to us relating to the beneficial ownership of these shares by:
| (i) | each person who is the beneficial owner of more than 5% of the outstanding shares of voting securities; |
| (ii) | each director; |
| (iii) | each executive officer; and |
| (iv) | all executive officers and directors as a group. |
We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired by him within 60 days from June ____, 2026, upon the exercise of options, warrants, convertible securities or other understandings. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person and which are exercisable within 60 days of June ____, 2026, have been exercised or converted.
| Amount of Beneficial Ownership of Common Stock |
| Name(1) | | # of Shares | | | % of Class | |
| Guy Newman, Chief Executive Officer and Director (2) | | | 3,500,000 | (3) | | | 2.48 | % |
| Robertson J Orr, Secretary, Treasurer and Director (2) | | | 4,150,541 | | | | 2.94 | % |
| Rod Sperry, Chief Financial Officer | | | 1,500,000 | | | | 1.06 | % |
| All Officers and Directors as a group | | | 9,150,541 | | | | 6.48 | % |
| Built Right Holdings, LLC (3) | | | 61,435,481 | | | | 43.51 | % |
| | (1) | As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security). |
| | (2) | The address of each Officer and Director is c/o Trutankless, Inc., 15900 North 78th Street, Suite 200, Scottsdale, AZ 85260. |
| | |
| | (3) | These shares are owned directly by Built Right Holdings, LLC, an Arizona limited liability company, and Rodney Cullum may be deemed to have an indirect interest in these securities as the manager of Built Right Holdings, LLC. |
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly and current reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:
Public Reference Room Office
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Shareholders who share a single address unless we received contrary instructions from any Shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a Shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at Trutankless, Inc., 15720 N. Greenway Hayden Loop, Suite 2, Scottsdale, Arizona 85260, attention: Chief Executive Officer.
If multiple Shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each Shareholder a separate copy of future mailings, you may send notification to or call the Company’s principal executive offices. Additionally, if current Shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to Shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
By Order of the Board of Directors
| /s/ Guy Newman | |
| Guy Newman | |
| Chief Executive Officer, Chief Financial Officer and Director | |
