Current Report Filing (8-k)
August 10 2020 - 5:16PM
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
Commission File Number 000-54530
GBT TECHNOLOGIES INC.
(Exact name of small business issuer as specified
in its charter)
Nevada
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27-0603137
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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2500 Broadway, Suite F-125, Santa Monica,
CA 90404
(Address of principal executive offices)
888-685-7336
(Issuer’s telephone number)
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. ¨
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Item 2.03
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Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 3.02
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Unregistered Sales of Equity Securities
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On August 4, 2020, GBT Technologies Inc. (the
“Company”) entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor (“Redstart”)
pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note”) in the aggregate
principal amount of $153,600 for a purchase price of $128,000. The Redstart Note has a maturity date of November 3, 2021 and the
Company has agreed to pay interest on the unpaid principal balance of the Redstart Note at the rate of six percent (6%) per annum
from the date on which the Redstart Note is issued (the “Issue Date”) until the same becomes due and payable, whether
at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note, provided
it makes a payment including a prepayment to Redstart as set forth in the Redstart Note. The transactions described above closed
on August 5, 2020.
The outstanding principal amount of the Redstart
Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180th
day, Redstart may convert the Redstart Note into shares of the Company’s common
stock at a conversion price equal to 85% of the lowest trading price with a 20 day look
back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an Event of
Default (as defined in the Redstart Note), the Redstart Note shall become immediately due and payable and the Company shall pay
to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note.
The issuances of the Redstart Note was made
in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”),
pursuant to Section 4(a)(2) of the Act.
In no event shall Redstart be allowed to effect
a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Redstart and its affiliates
would exceed 4.9% of the outstanding shares of the common stock of the Company. 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.
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GBT TECHNOLOGIES INC.
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By:
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/s/ Mansour Khatib
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Name:
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Mansour Khatib
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Title:
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Chief Executive Officer
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Date:
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August 10, 2020
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