Current Report Filing (8-k)
September 22 2020 - 5:16PM
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): September 22, 2020 (September 17, 2020)
GLOBAL
TECHNOLOGIES, LTD
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-25668
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86-0970492
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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501
1st Ave N., Suite 901
St.
Petersburg, FL 44701
(Address
of Principal Executive Office) (Zip Code)
(727)
482-1505
(Registrant’s
Telephone Number, Including Area Code)
(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(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.0001 par value per share
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GTLL
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OTC
Markets “PINK”
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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).
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
September 9, 2020, the Company entered into a Securities Purchase Agreement with Graphene Holdings, LLC (the “Investor”)
wherein the Company issued to the Investor a Convertible Promissory Note (the “Convertible Note”) in the principal
amount of $20,000. The Convertible Note has a term of six (6) months and bears interest at 3% annually. The Convertible Note is
convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder.
The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied
by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion
Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during
the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices”
means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable
trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated
by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities
exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is
not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted
on the OTC Markets. The transaction closed on September 17, 2020.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM
3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
issuance of the Convertible Promissory Note (the ‘Convertible Note”) due March 9, 2021 and the issuance
of the shares of Common Stock issuable upon conversion of the Convertible Note will be exempt from registration under Securities
Act Section 4(a)(2) and Securities Act Rule 506(b). The Investor is sophisticated and represented in writing that they were an
accredited investor and acquired the securities for their own account for investment purposes. A legend will be placed on the
Convertible Note and the stock certificates issued upon conversion of the Convertible Note, subject to the terms
of the transaction documents, stating that the securities have not been registered under the Securities Act and cannot be sold
or otherwise transferred without registration or an exemption therefrom.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional
amount and principal on the Convertible Promissory Note due March 9, 2021 (hereinafter the “Convertible Note”),
the Company’s ability to satisfy the conditions under the Convertible Note. The Company assumes no duty to update
any forward-looking statements other than as required by applicable law.
The
Convertible Note, Agreement and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders
and investors with information regarding the terms of the Convertible Note and the Agreement, and not to provide shareholders
and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should
not rely on the representations and warranties in the Convertible Note, Agreement or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Convertible Note and Agreement,
which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed
in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material
facts that are required to be disclosed under the federal securities laws that would contradict the representations and warranties
in the Convertible Note and Agreement. The Company will provide additional disclosure in its public reports to the extent
that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that
might otherwise contradict the representations and warranties contained in the Convertible Note and Agreement and will
update such disclosure as required by federal securities laws. Accordingly, the Convertible Note and Agreement should not
be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries
that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the SEC.
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 thereunto duly authorized.
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GLOBAL
TECHNOLOGIES, LTD
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Date:
September 22, 2020
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By:
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/s/
Jimmy W. Anderson
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Name:
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Jimmy
W. Anderson
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Title:
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Chief
Executive Officer
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