Current Report Filing (8-k)
09 March 2021 - 8:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 8, 2021 (March 2, 2021)
GLOBAL
TECHNOLOGIES, LTD
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-25668
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86-0970492
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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501
1st Ave N., Suite 901
St.
Petersburg, FL 44701
(Address
of Principal Executive Office) (Zip Code)
(727)
482-1505
(Registrant’s
Telephone Number, Including Area Code)
Not applicable
(Former
name or former address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class A Common Stock, $0.0001 par value
per share
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GTLL
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OTC
Markets “PINK”
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Indicate
by check mark whether the registrant is an emerging growth company 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).
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
February 22, 2021, the Company issued to Tri-Bridge Ventures, LLC (the “Investor”) a Convertible Promissory Note (the
“Convertible Note”) in the principal amount of $200,000. The Convertible Note has a term of one (1) year and bears
interest at 10% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity
(February 22, 2022) at the option of the holder. The conversion price shall be equal to the lesser of (i) the price of any public
offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the
Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice (“Conversion Price”).
“Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable
trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually
acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price
of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading
Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded. The transaction closed on March 2, 2021.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM
3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
issuance of the Convertible Promissory Note (the ‘Convertible Note”) due February 22, 2022 and the issuance of the
shares of Common Stock issuable upon conversion of the Convertible Note will be exempt from registration under Securities Act
Section 4(a)(2) and Securities Act Rule 506(b). The Investor is sophisticated and represented in writing that they were an accredited
investor and acquired the securities for their own account for investment purposes. A legend will be placed on the Convertible
Note and the stock certificates issued upon conversion of the Convertible Note, subject to the terms of the transaction documents,
stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without
registration or an exemption therefrom.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional
amount and principal on the Convertible Promissory Note due February 22, 2022 (hereinafter the “Convertible Note”),
the Company’s ability to satisfy the conditions under the Convertible Note. The Company assumes no duty to update any forward-looking
statements other than as required by applicable law.
The
Convertible Note and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors
with information regarding the terms of the Convertible Note, and not to provide shareholders and investors with any other factual
information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations
and warranties in the Convertible Note or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Convertible Note, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this
Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal
securities laws that would contradict the representations and warranties in the Convertible Note. The Company will provide additional
disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be
disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the
Convertible Note and will update such disclosure as required by federal securities laws. Accordingly, the Convertible Note should
not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries
that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the SEC.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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GLOBAL
TECHNOLOGIES, LTD
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Date:
March 8, 2021
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By:
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/s/
Jimmy W. Anderson
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Name:
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Jimmy
W. Anderson
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Title:
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Chief
Executive Officer
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Global Technologies (PK) (USOTC:GTLL)
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