Current Report Filing (8-k)
November 26 2019 - 4:06PM
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): November 25, 2019
GBT
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-54530
|
27-0603137
|
(State or other jurisdiction
of incorporation )
|
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
|
|
|
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
8.01
|
Other
Events - Discover Growth Fund, LLC held in contempt by the United States District Court
for the District of Nevada.
|
On
July 18, 2019, the United States District Court for the District of Nevada (the “Federal District Court”) granted
the motion of GBT Technologies Inc. (the “Company”) for a Preliminary
Injunction against Discover Growth Fund, LLC (“DGF”) in connection with
the action titled Gopher Protocol, Inc, a Nevada corporation, Plaintiff, vs. Discover Growth Fund, LLC, a US Virgin Islands
limited liability company, Defendant; Case Number: 2:19-cv-01039. The Preliminary Injunction continued in effect the Federal
District Court’s previously granted Temporary Restraining Order that enjoined DGF from selling, foreclosing upon, encumbering,
dissipating, or otherwise transferring any of the Company’s assets.
Since
the issuance of the Preliminary Injunction, the Company believes that DGF (in a series of its own actions that included Notices
to increase reserves and a Notice of Conversion) has again violated the Preliminary Injunction. The most recent example is DGF’s
October 24, 2019 delivery to the Company of a purported “Notice of Default and Notice
of Sale of Collateral” (the “October 2019 Notice”). In the October 2019 Notice, DGF again declared that the
Company was in default of the terms of the December 3, 2018 Securities Purchase Agreement (“SPA”) between the Company
and DGF. In the October 2019 Notice, DGF purported to declare all of the Company’s obligations under the SPA immediately
due and payable and establish 10:00 a.m. Eastern Time on Monday, December 2, 2019, St. Thomas, The Virgin Islands, as the date
on which DGF intended to sell and dispose of the collateral securing the Senior Secured Redeemable Convertible Debenture
that were the subject of the SPA.
On
November 13, 2019, Gopher filed an emergency motion for contempt against DGF for failure to comply with the Preliminary Injunction.
On November 25, 2019, the Federal District Court
(i)
granted the Company’s motion,
(ii)
found DGF in civil contempt,
(iii)
ordered that DGF immediately cancel the December 2, 2019, foreclosure sale,
(iv)
ordered that DGF refrain from imposing any such additional sales,
(v)
ordered that DGF refrain from serving any additional notices of default or notices of sale of collateral, until a final award
is rendered in the parties’ arbitration, Gopher Protocol, Inc. v. Discovery Growth Fund, LLC (JAMS Ref. No. 1260005395),
and
(v)
ordered that the parties appear in at the Federal District Court on December 2, 2019 regarding appropriate sanctions for DGF’s
violations and conduct.
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.
GBT
TECHNOLOGIES INC.
By:/s/
Douglas Davis
-----------------------------------------
Name:
Douglas Davis
Title: Chief Executive Officer
Date:
November 26, 2019
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