ARtelligence Holdings, Inc. 8-K

What Happened
ARtelligence Holdings, Inc. filed an 8‑K on January 28, 2026 reporting multiple large issuances of common stock (effective January 26, 2026) and a change in control. The company issued stock to its board, advisors, management, consultants, and to El Dorado Family Group, Ltd. (EDFG) in connection with image‑library services and prior transactions. Separately, Timothy A. Holly transferred all issued and outstanding shares of the Company’s Series I Perpetual Preferred Stock to EDFG; that preferred class carries super‑majority voting rights (over 155% of total voting power), and EDFG is now the Company’s control person. All issuances were made relying on exemptions from registration under Section 4(a)(2) and Rule 701, as applicable.

Key Details

• Board/advisors/management: In Dec 2025 the Board approved grants of 2,000,000 common shares to each member of the Board of Directors, each member of the Board of Advisors, and each member of the management team (effective Jan 26, 2026). Chairman/CEO Timothy A. Holly received no stock grant and holds 200 shares purchased before joining the Company.
• El Dorado Family Group, Ltd.: EDFG received 132,500,000 shares of common stock; EDFG’s advisors/consultants received in aggregate less than 5% of outstanding shares (effective Jan 26, 2026).
• Consultants’ shares (S‑8): Final adjusted common share awards tied to the Series I transaction (after a 50‑for‑1 reverse split) were: Rickey Hicks, Esq. — 71,150,887 shares; Stephen K. Radford — 7,687,768 shares; Gregory L. Carter — 1,300,138 shares (effective Jan 26, 2026).
• Governance/authorization: No amendments to articles or bylaws; following the Dec 2024 50‑for‑1 reverse split, the Company is authorized to issue 500,000,000 shares of common stock.

Why It Matters
These filings are material because they both dilute existing common stockholders and establish a new control person. The transfer of the Series I Perpetual Preferred Stock to EDFG gives that entity super‑majority voting power (reported as more than 155% of total voting power), meaning EDFG controls corporate voting decisions; Timothy Holly remains CEO and Chairman of both EDFG and ARtelligence, so he continues to exercise managerial authority. Investors should note the large share issuances to outside parties and advisors, the significant consultant awards, and the reliance on registration exemptions — all facts that can affect ownership percentages and voting control.