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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): November 7, 2023

 

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 8.01 Other Events

 

On July 21, 2022, GBT Technologies Inc. (the “Company”) filed and mailed to its record stockholders a Definitive Schedule 14C Information Statement that authorized the Company’s Board of Directors to effect, in its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock Split”), and authorized the filing of an amendment to the Company’s Articles of Incorporation to implement the Reverse Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time prior to December 31, 2023.

 

On October 12, 2023, the Company amended its Articles of Incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”). The Increase Amendment was approved by the Board of Directors as well as the shareholders holding in excess of a majority of the issued and outstanding voting shares of the Company.

 

With the implementation of the Increase Amendment, the Company’s Board of Directors decided that the Reverse Stock Split is not needed and the Company will not pursue such Reverse Stock Split.

 

 

 

 

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: November 7, 2023  

 

 

 

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