UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report:  May 8, 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 ⌧
 
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. ◻
 

 
 
 
EXPLANATORY NOTE
 
This Form 8-K/A is being filed to disclose the fact that audited financial statements of an acquiree, required pursuant to an acquisition by TPT Global Tech, Inc., of the Speed Connect assets will be late in being filed as required, by the rules of the Securities Exchange Commission .
 
Item 2.01 Completion of Acquisition or Disposition of Assets
 
Effective April 3, 2019, and reported under Item 1.01 on Form 8-K dated April 8, 2019, TPT Global Tech, Inc. (the “Company”) entered into an Asset Purchase Agreement with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect for $2 million and the assumption of certain liabilities.
 
On May 7, 2019, as reported under Item 1.01 on Form 8-K dated May 8, 2019, TPT Global Tech, Inc. (the “Company”) closed the transaction underlying the Asset Purchase Agreement dated with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect for $1.75 million and the assumption of certain liabilities. The Asset Purchase Agreement required a deposit of $500,000 made in April and an additional $500,000 payment to close. The additional $500,000 was paid and all other conditions were met to effectuate the sale of substantially all of the assets of SpeedConnect to the Company. As part of the closing, the Company entered into a Promissory Note to pay SpeedConnect $1,000,000 in two equal installments of $500,000 plus applicable interest at 10% per annum with the first installment payable within 30 days of closing and the second installment payable within 60 days of closing. The payments were subsequently made under the Promissory Note, which total payments were reduced to $750,000 by the Seller. The Company is required to have SpeedConnect’s financial information audited for the last two years, which audits are in process and expected to be completed by August 31, 2019.
 
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.
 
In conjunction with the close of the SpeedConnect transaction, the Company entered into an Agreement for the Purchase and Sale of Future Receipts dated May 8, 2019 (“Financing Agreement”). The balance to be purchased and sold is $753,610 for which the Company received $527,000. Under the Financing Agreement, the Company will pay $18,840.25 per week until fully paid which is expected to be in February 2020. The Financing Agreement includes a guaranty by the CEO of the Company, Stephen Thomas.
 
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Item 9.01 Exhibits

The following exhibits were filed with the original Form 8-K dated May 8, 2019.
 
 
 
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 Operating Officer
                                                           
 
Date: July 22, 2019
 
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