Current Report Filing (8-k)
June 12 2020 - 5:34PM
Edgar (US Regulatory)
This filing contains additional materials at:
8-K
1
tptw_8k.htm
CURRENT REPORT
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, 2020
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
Florida
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333-222094
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81-3903357
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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
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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N/A
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N/A
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On June
10, 2020, TPT Global Tech, Inc.
("TPTW, the Company or TPT Global Tech") entered into an agreement
with Rennova Health, Inc. ("Rennova Health") to
merge Rennova Health's software and genetic testing
interpretation divisions, Health Technology Solutions, Inc.
("HTS") and Advanced Molecular Services Group, Inc.,
("AMSG") into a public company (target) after TPTW
completes a merger of its wholly owned subsidiary, InnovaQor,
Inc. with this
target.
The
parties anticipate the steps as defined in the agreement to be
completed in the 3rd quarter resulting
in the target public company being called InnovaQor, Inc. and
filing whatever documents are required to be a fully reporting
public company. The public company ("InnovaQor") will
own certain assets and technology from TPTW's proprietary
live streaming communication technology and the technology and
software developed and owned by HTS and AMSG. The combination of
these fully developed assets will facilitate the creation of a next
generation telehealth type platform. This platform will combine
telehealth with EHR like capabilities and facilitate a
patient's immediate access to healthcare including their
local hospital or doctors, for initial consultation, scheduling of
appointments and follow on care.
Completion
of the agreement is subject to a number of approvals and consents
which need to be secured to complete the transaction. Subject to
the relevant SEC approvals it is intended that TPTW shareholders
will receive approximately 5M common shares in InnovaQor.
TPTW's intent is to distribute 2.5M of these common shares to
its shareholders at a date to be determined in the future. Rennova
Health will receive 1M Class A
Supermajority Voting Preferred Shares, as well as 2.2M of Series B
non-voting shares, except in certain circumstances, with certain
designation rights, lock up agreements and other specifications as
outlined in the agreement in return for the equity in HTS and AMSG.
All debts and liabilities of HTS and AMSG owed to Rennova Health of
approximately $22M will be eliminated as part of the equity
issuance in InnovoQor. TPTW will end up with a minority
interest in InnovaQor. Rennova Health will be responsible to
appoint management to the project. It is intended that 1M common
shares will vest to management. There can be no assurance that the
transaction as described will close successfully or that terms
including numbers or values for consideration shares will not
change significantly before closing
TPTW will deliver to InnovaQor a standalone backend and front-end
telemedicine technology platform utilizing code from TPTW's
TV and Social Media Platform. TPTW is also to grant to InnovaQor a
license to utilize and further develop a portion of TPTW's
Streaming Platform to create a telemedicine application for
InnovaQor. This is estimated to cost approximately $3.5M, which
InnovaQor will pay to TPTW as a licensing deal outlined in the
agreement.
Rennova
Health is a vertically integrated provider of industry-leading
diagnostics and supportive software solutions to healthcare
providers that has transitioned its core business from diagnostics
to rural hospital ownership over the past three years.
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 11, 2020 and June 12, 2020, the Company issued press
releases. A copy of each press releases is attached hereto as
Exhibit 99.1 and Exhibit 99.2
Item 9.01 Exhibits
The following exhibits are filed with this report on Form
8-K.
Exhibit Number
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Exhibit
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10.1
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Agreement
And Plan Of Merger
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99.1
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Press
Release dated June 11, 2020
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99.2
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Press
Release dated June 12, 2020
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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.
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TPT GLOBAL TECH, INC.
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Date: June
12, 2020
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By:
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/s/ Stephen
J. Thomas III
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Stephen
J. Thomas III
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Title:
Chief
Operating Officer
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