Current Report Filing (8-k)
29 May 2021 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and
Exchange Act of 1934
Date of Report (Date of earliest event reported): May
28, 2021
GBT TECHNOLOGIES INC.
(Exact name of small business issuer as specified in
its charter)
Nevada
|
000-54530
|
27-0603137
|
(State or other jurisdiction of incorporation or organization)
|
Commission File Number
|
(I.R.S. Employer Identification No.)
|
2450 Colorado Ave., Suite 100E, Santa Monica, CA
90404
(Address of principal executive offices) (Zip code)
Registrant’s telephone number including area
code: 888-685-7336
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
|
Not applicable.
|
|
|
|
Item 1.01
|
Entry Into a Material Definitive Agreement
|
|
Item 3.02
|
Unregistered Sales of Equity Securities
|
|
Item 5.01
|
Changes in Control of Registrant
|
On March 6, 2020, GBT Technologies Inc. (the “Company”)
through its newly acquired wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”),
entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”).
Under the Tokenize Agreement, the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”). The purpose of
GBT Tokenize is to develop, maintain and support source codes for its proprietary technologies including advanced mobile chip technologies,
tracking, radio technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business
process outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated
inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”),
throughout the State of California. Upon generating revenue from the Technology Portfolio, the Joint Venture will earn the first right
of refusal for other territories. Tokenize contributed the services and resources for the development of the Technology Portfolio to GBT
Tokenize. The Company contributed 100,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize. Tokenize
and the Company each own 50% of GBT Tokenize.
On May 28, 2021, the parties agreed to amend the Tokenize
Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental
United States. The Company has further agreed to issue GBT Tokenize an additional seven hundred million shares of common stock of the
Company. Following the issuance of the shares of common stock, GBT Tokenize holds eight hundred million shares of common stock representing
66.54% of the Company’s outstanding shares of common stock.
The Company pledged its 50% ownership in GBT Tokenize
and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment.
The offer, sale
and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section
4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No
advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and
transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
The foregoing description of the terms of the above
transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the
forms of which are filed as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GBT TECHNOLOGIES INC.
By:/s/ Mansour
Khatib
-----------------------------------------
Name: Mansour
Khatib
Title: Chief Executive Officer
Date: May 28, 2021
GBT Technologies (PK) (USOTC:GTCH)
Historical Stock Chart
From Apr 2024 to May 2024
GBT Technologies (PK) (USOTC:GTCH)
Historical Stock Chart
From May 2023 to May 2024