Current Report Filing (8-k)
August 05 2020 - 06:33AM
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): August 4, 2020
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.)
|
2500
Broadway, Suite F-125, Santa Monica, CA 90404
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number including area code: 424-238-4589
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.
|
|
|
The
Board of Directors of GBT Technologies Inc. (the “Company”) approved a reverse stock split of all of the Company’s
Common Stock, pursuant to which every 50 shares of Common Stock of the Company shall be reverse split, reconstituted and converted
into one (1) share of Common Stock of the Company (the “Reverse Stock Split”).
To
effectuate the Reverse Stock Split, the Company filed on April 21, 2020 a Certificate of Change Pursuant to Nevada Revised Statutes
(“NRS”) Section 78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada
subject to FINRA approval. The Reverse Stock Split will not alter any existing shareholder’s percentage interest
in the Company’s equity, except to the extent that the Reverse Stock Split results in any of the Company’s existing
shareholders owning a fractional share. No fractional shares shall be issued. In lieu of issuing fractional shares, the Company
will issue to any shareholder who otherwise would have been entitled to receive a fractional share as a result of the Reverse
Split an additional full share of its common stock. Under Nevada law, because the Reverse Stock Split was approved by the Board
of Directors of the Company in accordance with NRS Sections 78.207 and 78.209, no stockholder approval was required.
The
Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to FINRA on April 14, 2020. On
June 8, 2020, FINRA advised the Company that such request is deficient due to the fact that a holder of an outstanding convertible
note of the Company had entered into two settlements with the Securities and Exchange Commission that related to securities laws
violations but were in no way related to the Company. As a result, FINRA advised that it is necessary for the protection of investors,
the public interest, and to maintain fair and orderly markets that documentation related to the Reverse Stock Split not be processed.
The
Company appealed the decision made by FINRA. On August 4, 2020 Finra’s Uniform Practice Code Committee affirmed the prior
decision. As such, the Company will not proceed with the Reverse Stock Split at this time. In the event the holder is to
no longer hold the convertible note, the Company intends to again pursue the Reverse Stock Split.
The
foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and
is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current
Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions
associated with this transaction.
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:
August 5, 2020
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