Current Report Filing (8-k)
April 06 2021 - 9:31AM
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): April 6, 2021.
Global
Tech Industries Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-10210
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83-0250943
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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511
Sixth Avenue, Suite 800 New York, NY 10011
(Address
of Principal Executive Offices) (Zip Code)
(212)
-204-7926
(Registrant’s
telephone number, including area code)
N/A
(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(g) of the Act:
Title
of each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock
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GTII
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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
1.01 Entry into a Material Definitive Agreement.
On
March 31, 2021, Global Tech Industries Group, Inc., (“GTII” or the “Company”), a Nevada corporation, signed
and executed a binding Stock Purchase Agreement (“SPA”) with Bronx Family Eye Care, Inc. (“BFE”), a New
York corporation, engaged in the business of full scope optometry at its four primary locations, three of which are in the Bronx,
one of which is in Manhattan, New York, as well as at a fabrication facility in the Bronx. The SPA was signed and closed electronically
on March 31, 2021. The two companies had agreed to engage in a business combination such that BFE would become a wholly owned
subsidiary of GTII when they signed a binding Letter of Intent (“LOI”) on March 21, 2021. Subsequently the shareholders
of BFE (the “BFE shareholders”) acquired two million six hundred fifty thousand (2,650,000) shares of the common stock
of GTII (the “GTII Common Stock”), issued on March 31, 2021, the date of the closing. Further, GTII waived the LOI’s
condition precedent of a two-year audit of BFE, inclusive of the starting balance sheet as of January 1, 2021 and by an auditor
that is subject to the public corporation accounting oversight board (“PCAOB”) which was to occur prior to Closing,
and replaced it with a condition subsequent to Closing, such that the inability, refusal or other failure to successfully complete
the audit would be grounds for the recission of the SPA and cancellation of the issued GTII stock. As such, this SPA is legally
binding on the parties and is in full force and effect as of March 31, 2021.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Reference
is hereby made to Item 1.01 for description and copy of the Stock Purchase Agreement
Item
9.01 Financial Statements and Exhibits.
(d)
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 hereunto duly authorized.
April 6, 2021
GLOBAL
TECH INDUSTRIES GROUP, INC.
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/s/
David Reichman
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By:
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David
Reichman
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Title:
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Chairman
and CEO
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EXHIBIT
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