8-K
Ankam, Inc. (ANKM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported) November
6, 2023
ANKAM, INC.
(Exact name of registrant as specified in its charter)
| Nevada<br><br> <br>(State or other jurisdiction of incorporation<br> or organization) | 333-255392<br><br> <br>(Commission File<br> Number) | 61-1900749<br><br> <br>(I.R.S. Employer Identification Number) |
|---|
Bakur Kalichava
5348 VegasDrive, Las Vegas, Nevada, 89108
+995-599420389
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 (see General Instructions A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|
Item 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2023, Bakur Kalichava, being the sole member of the Board of Directors, decided to appoint Enrike Bokuchava to position of a Director of Ankam, Inc. (“the Company”).
From 2019, through April 2023, Mr. Bokuchava served as the Software Developer and DevOps Engineer, writing and optimizing code for web and mobile applications and ensuring infrastructure scalability and reliability at DataHouse, Tbilisi. In June 2022, Mr. Bokuchava completed a Degree of Business Administration at Caucasus University. Currently, Mr. Bokuchava is receiving Business Analyst certification.
The Company and Mr. Bokuchava entered into an Independent Contractor Agreement pursuant to which Mr. Bokuchava was retained as a Director of the Company, effective November 6, 2023.
Bakur Kalichava continues to serve as the Company’s President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.
There are no family relationships between our new Director and our current Director. There have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant, exceeding $120,000 and in which our new officer had or will have a direct or indirect material interest. There is no material plan, contract or arrangement (whether or not written) to which our new Director is a party or in which he participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changein Fiscal Year
On November 6, 2023, Bakur Kalichava, being the sole member of the Board of Directors, adopted and approved amended and restated bylaws of the Company (the “Amendment to Bylaws”) of Ankam, Inc. The number of the acting members of the Board was extended to 2 (two) directors instead of 1 (one). The Director shall perform their duties according to the Bylaws of the Company and in compliance with the instructions and counsel of the Company’s President.
Item 9.01 Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.2 | Amendment to Bylaws of the Company, effective as of November 6, 2023 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 7, 2023 | ANKAM, INC. | ||
|---|---|---|---|
| By: | /s/ | Bakur Kalichava | |
| Name: | Bakur Kalichava | ||
| Title: | President, Director, Chief Executive Officer,<br><br> <br>Chief Financial Officer,<br><br> <br>Treasurer and Secretary |
AMENDMENT TO CORPORATE BYLAWS OF ANKAM, INC.
5348 Vegas Drive, Las Vegas, Nevada,89108
+995599420389
mainoffice@ankam.net
November 6, 2023
Article III: Directors
Section 1. Powers. The Board of Directors will manage the business and affairs of the Corporation by or under the Board.
Section 2. Number and Tenure. The Board will consist of a minimum of one (1) member and a maximum of two (2) members. Directors do not need to be Shareholders. Any Director may resign at any time upon notice given in writing to the Corporation. The authorized number of Directors will be a minimum of one (1) member and a maximum of two (2) members until changed by a duly adopted amendment to the Articles of Incorporation or by amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding Shareholders entitled to vote.
Section 3. Vacancies. A vacancy in the Board of Directors will exist if a Director resigns, dies, or becomes removed by the Shareholders; when a court of appropriate jurisdiction declares the Director of unsound mind or enters a felony conviction against a Director; or when the authorized number of Directors increases.
Section 4. Regular Meetings. By resolution, the Board may give the time and place, either within or outside the state of Nevada, for the holding of regular meetings without any notice other than that of the resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called for any purpose at any time by the Chairman of the Board, the President, or a majority of Directors.
Section 6. Quorum. A majority of the authorized number of Directors will be considered a quorum to transact business.
Section 7. Notice of Meetings. Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board may be held without notice of the date, time, and place of the meeting. Any special meeting of the Board may be preceded by at least a two (2)-day notice of the date, time, and place of the meeting. The Board may give this notice personally, by mail, telegraph, telephone facsimile, private carrier, or by any other method allowed by law. Notice is effective at the earliest of (a) receipt; (b) delivery to the proper address or telephone number as shown in the Corporation's records; or (c) five (5) days after its deposit in the United States mail, with postage prepaid and the correct address noted.
Section 8. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a written waiver delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.
Section 9. Action By Directors Without A Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all members of the Board consent to it in writing.
Article IV: Officers
Section
- Officers. The Officers of the Corporation will consist of the Director, the President, the Treasurer, the Secretary, the Chief Executive Officer and the Chief Financial Officer. The Officers will be appointed at the first meeting of the Directors after the annual meeting of Shareholders. An appointee may hold one or more offices.
Section 2. Removal and Resignation. Any Officer or agent appointed by the Board may be removed by the Board at any time with or without cause. Any Officer may resign at any time by giving written notice to the corporation.
Section 3. Vacancies. The Board may fill a vacancy due to resignation, removal, disqualification, death, or otherwise.
Section 4. President. The President shall preside at all meetings of Shareholders and Directors, have the general management and supervision of the affairs of the Corporation, and shall perform all other duties as determined by the Board.
Section 5. Treasurer. The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep accurate financial records for the Corporation.
Section 6. Secretary. The Secretary shall issue notices for all meetings except for notices for special meetings of the Shareholders and special meeting of the Directors; shall prepare the minutes of the meetings of the Shareholders and meetings of the Board; and shall keep a record of Shareholders at the principal executive office.
The foregoing Bylaws were adopted by the Board of Directors on November 6, 2023.
| By: | /s/ | Bakur Kalichava |
|---|---|---|
| Name: | Bakur Kalichava | |
| Title: | President, Director, Treasurer and Secretary |