Current Report Filing (8-k)
November 30 2020 - 09:30AM
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): November 27, 2020
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(b) 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. [ ]
SECTION
1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
November 27, 2020, Global Tech Industries Group, Inc. (the “Company”) closed a Securities Purchase Agreement
with Geneva Roth Remark Holdings, Inc., (“GRR”) for the purchase by GRR from the Company of a Convertible Promissory
Note (“Promissory Note”) in the aggregate principal amount of $74,800.00, which includes an original issue discount
of $6,800.00 pursuant to the Securities Purchase Agreement, dated November 27, 2020, as well as the repayment of $3,000.00
in expenses paid by GRR. The funds will be received by the Company on November 30, 2020.
The
Promissory Note will bear interest at the rate of 10% per annum and may be converted at any time after 180 days from the issue
date of the Note and at a price equal to 75% multiplied by the market price (as defined herein) (as representing a 25% discount).
The Promissory Note will have a maturity date of one year from the date of issuance and must be fully converted on or before the
maturity date in order to be converted. The Company has the right under the Promissory Note to pay off all or any part of the
Promissory Note, including outstanding principal, accrued but unpaid interest, and any other amounts due and payable by the Company
under the Note. The Note is prepayable only at specified times, subject to specified limitations, and with an escalating
penalty charge or premium.
The
Company is required to reserve five times the number of shares of its Common Stock issuable on full conversion of the Promissory
Note. (based on the Conversion Price of the Note in effect from time to time, initially 9,777,777 shares) (the reserved amount).
The
foregoing description of the terms of the foregoing transactions does not purport to be complete and is qualified in its entirety
by the complete text of the documents attached as, respective, Exhibit 10.124 through 10.125 to the Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial obligation or an Obligation Under an off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in item 1.01 is hereby incorporated by reference into this item 2.03
Item
3.02 Unregistered Sale of Equity Securities
The
information contained in Item 1.01 of this Current Report on Form 8 – K is incorporated by reference into this Item 3.02.
The securities were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof.
Item
8.01 Other
The
proceeds received by the Company from the Note issued to GRR will be used for general working capital expenses.
Item
9.01 Financial Statements and 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.
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Global
Tech Industries Group, Inc.
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By
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/s/
David Reichman
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Date:
November 30, 2020
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Name:
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David
Reichman
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Title:
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Chairman
and Chief Executive Officer
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Global Tech Industries (PK) (USOTC:GTII)
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