Current Report Filing (8-k)
March 02 2021 - 4:07PM
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):
February 25, 2021
GBT TECHNOLOGIES INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-54530
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27-0603137
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(State or other jurisdiction
of incorporation)
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Commission File Number
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(I.R.S. Employer
Identification No.)
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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))
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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Not Applicable.
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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 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sale of Equity Securities
On February 27, 2019, the Company
issued Iliad Research and Trading, L.P. (“Iliad “) a Promissory Note in the principal amount of $2,325,000 (the “Iliad
Note”), due in one year. On February 27, 2020, the Company and Iliad entered to an Amendment to the Iliad Note pursuant
to which the maturity date of the Iliad Note was extended to August 27, 2020, provided that the Iliad Note may be converted into
shares of common stock of the Company at a conversion price equal to 80% multiplied by the lowest trading daily VWAP for the common
stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. Further, the Company
made a payment to Iliad of an extension fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance
of the Iliad Note of $2,765,983 and provided that the Company’s failure to deliver shares of common stock within three trading
days of a conversion would result in an event of default. Iliad has agreed to restrict its ability to convert the Iliad Note
and receive shares of common stock such that the number of shares of common stock held by it and its affiliates
after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. On
July 20, 2020 the Company and Iliad entered into agreement to extend the maturity of the Iliad Note until February 27, 2021 in
consideration of an extension fee of $1,000. Following the application of extension fee of $1,000 the principal amount under the
Iliad Note is $2,591,999.11. On February 28, 2021 the Company and Iliad entered into agreement to further extend the maturity
of the Iliad Note until May 31, 2021 in consideration of an extension fee of $1,000 representing the third extension of the original
note. Following the application of extension fee of $1,000 the principal amount under the Iliad Note is $1,116,616.54
The
offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under
with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were
made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements
of the Securities Act of 1933, as amended. 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 hereunto 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: Mansour Khatib
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Title: Chief Executive Officer
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Date: March 2, 2021
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