Current Report Filing (8-k)
September 19 2019 - 12:18PM
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: September 17, 2019
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
Florida
|
|
333-222094
|
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81-3903357
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification Number)
|
501 West Broadway, Suite 800, San Diego, CA 92101
(Address of Principal Executive Offices) (Zip Code)
(619)301-4200
Registrant's telephone number, including area code
(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:
☐ 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))
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each Class
|
Trading
Symbol
|
Name of
each exchange on which registered
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N/A
|
N/A
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N/A
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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)
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. ☐
Item 2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
As reported in the Current Report on Form 8-K filed by TPT Global
Tech, Inc. (the “Company”) on June 20, 2019, on June
13, 2019, the Company finalized a Securities Purchase Agreement
dated June 11, 2019 with EMA Financial, LLC (“EMA”) for
the purchase of a $250,000 Convertible Promissory Note (“EMA
Convertible Promissory Note”). The EMA Convertible Promissory
Note is due June 11, 2020, pays interest at the rate of 12% per
annum and gives the holder the right from time to time, and at any
time during the period beginning 180 days from the origination date
to convert all of the outstanding balance into common stock of the
Company limited to 4.99% of the outstanding common stock of the
Company. The conversion price is 55% multiplied by the lowest
traded price for the common stock during the previous 25 trading
days prior to the applicable conversion date. The Convertible
Promissory Note may be prepaid in full at 135% to 150% up to 180
days from origination.
As part of the transaction, EMA was issued 1,000,000 warrants to
purchase 1,000,000 common shares of the Company at 70% of the
current market price. Current market price means the average
of the three lowest trading prices for our common stock during the
ten-trading day period ending on the latest complete trading day
prior to the date of the respective exercise notice. However, if
the registration statement described above is declared effective on
or before September 11, 2019, then, while such Registration
Statement is effective, the current market price shall mean the
lowest volume weighted average price for our common stock during
the ten-trading day period ending on the last complete trading day
prior to the conversion date.
On
September 17, 2019, the Company received a Notice of Default (the
“Notice”) from EMA Financial, LLC regarding its failure
to file a Registration Statement covering EMA’s resale at
prevailing market prices (and not fixed prices) of all
of the Company’s common stock underlying the Note and Warrant
(as defined in the Securities Purchase Agreement). Accordingly, an
event of default under Section 3.19 of the Note has occurred (the
“Default”). Due to the occurrence of the Default, the
penalties specified in Article III of the Note and the accrual of
Default Interest (as defined in the Note) have been triggered. EMA
elected to immediately accelerate the Note and requires the Company
to redeem the Note for cash at the amount specified in Article III
of the Note, which among other things include a default repayment
amount which may be 200% of the principal and interest amounts due.
Demand has been made for the Company to remit such amount to EMA
immediately.
The Company does not have the funds to repay the EMA Convertible
Promissory Note and has communicated this to EMA. The Company has
also communicated to EMA that it is in the process of preparing the
applicable Form S-1 to register the underlying common shares and
expects to file this with the Securities and Exchange Commission
within 30 days. The Company is also negotiating with other debt
financing opportunities where repayment may be an option but is not
certain. Although this may not satisfy EMA in accordance with its
default provisions, the Company has no other alternatives at this
time. As we have disclosed in our Form 10Q for June 30, 2019, we
may be in violation of similar covenants with other outstanding
convertible debt.
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, hereunto duly
authorized.
TPT GLOBAL TECH, INC.
By:/s/ Stephen J. Thomas
III
Stephen
J. Thomas III,
Title:
Chief Executive Officer
Date:
September 19, 2019
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