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:  June 10, 2019

  

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

  

Florida   333-222094   81-3903357
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

 

501 West Broadway, Suite 800, San Diego, CA 92101

(Address of Principal Executive Offices) (Zip Code)

 

(619)301-4200

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:

[    ]  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: None

 

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  x

 

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

Securities Purchase Agreement – Geneva Roth Remark Holdings, Inc.

 

On June 10, 2019, the Company consummated a Securities Purchase Agreement dated June 6, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of a $53,000 convertible promissory note (“Convertible Promissory Note”). This Convertible Promissory Note is part of a larger investment term sheet with Geneva Roth, at their option, to invest in TPT Global Tech, Inc. for up to $975,000. The Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Convertible Promissory Note may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination.

Convertible Promissory Note – JSJ Investments, Inc.

 

On June 12, 2019, the Company finalized a Convertible Promissory Note dated June 6, 2019 with JSJ Investments, Inc. (“JSJ”) for $112,000 (“JSJ Convertible Promissory Note”).  The JSJ Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to prepayment.

 

As part of the transaction, JSJ was issued 333,333 warrants to purchase 333,333 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if the registration statement described above is declared effective on or before September 6, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.

 

Securities Purchase Agreement – EMA Financial, LLC

 

On June 13, 2019, the Company finalized a Securities Purchase Agreement dated June 11, 2019 with EMA Financial, LLC (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination.

As part of the transaction, EMA was issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if the registration statement described above is declared effective on or before September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.

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Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The disclosures under Item 1.01 of this Current Report on Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.

 

 

Item 7.01 Regulation FD Disclosure.


Press Release


The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.


On June 20, 2019, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Exhibits


The following exhibits are filed with this report on Form 8-K.

 

Exhibit Number Exhibit
10.1 Securities Purchase Agreement – Geneva Roth Remark Holdings, Inc.
   
10.2 Convertible Promissory Note – Geneva Roth Remark Holdings, Inc.
   
10.3 Common Stock Purchase Warrant – JSJ Investments, Inc.
   
10.4 Convertible Promissory Note – JSJ Investments, Inc .
   
10.5 Securities Purchase Agreement - EMA Financial, LLC
   
10.6 Convertible Promissory Note – EMA Financial, LLC
   
10.7 Common Stock Purchase Warrant – EMA Financial, LLC
   
99.1 Press Release dated June 20, 2019
   
   

 

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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.

TPT GLOBAL TECH, INC.

 

By: /s/ Stephen J. Thomas III

Stephen J. Thomas III,

Title: Chief Executive Officer

                                                           

 

Date: June 20, 2019

 

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