Current Report Filing (8-k)
September 14 2021 - 7:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September
13, 2021
GBT
TECHNOLOGIES INC.
(Exact name of small business issuer as specified in
its charter)
Nevada
|
000-54530
|
27-0603137
|
(State or other jurisdiction of incorporation or organization)
|
Commission File Number
|
(I.R.S. Employer Identification No.)
|
2450 Colorado Ave., Suite 100E, Santa Monica, CA
90404
(Address of principal executive offices) (Zip code)
Registrant’s telephone number including area
code: 888-685-7336
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 (see General Instructions A.2. below):
☐ 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))
Indicate by check
mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered
pursuant to Section 12(b) of the Act: Not applicable.
Title
of each class
|
Trading
Symbol
|
Name
of each exchange on which registered
|
Not
applicable.
|
|
|
Item 3.03
- Material Modification to Rights of Security Holders.
Item 5.03 - Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The Board
of Directors of GBT Technologies Inc. (the “Company”) approved a reverse stock split of all of the Company’s Common
Stock, pursuant to which every 50 shares of Common Stock of the Company shall be reverse split, reconstituted and converted into one (1)
share of Common Stock of the Company (the “Reverse Stock Split”).
To effectuate the Reverse Stock
Split, the Company filed on September 10, 2021 a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) Section
78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada subject to FINRA approval. The Reverse
Stock Split will not alter any existing shareholder’s percentage interest in the Company’s equity, except to the extent that
the Reverse Stock Split results in any of the Company’s existing shareholders owning a fractional share. No fractional shares shall
be issued. In lieu of issuing fractional shares, the Company will issue to any shareholder who otherwise would have been entitled to receive
a fractional share as a result of the Reverse Split an additional full share of its common stock. Under Nevada law, because the Reverse
Stock Split was approved by the Board of Directors of the Company in accordance with NRS Sections 78.207 and 78.209, no stockholder approval
was required.
The Company
submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to FINRA on September 13, 2021. FINRA has not
yet declared an effective date for the Reverse Stock Split.
The foregoing information is a
summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference
to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those
agreements for a complete understanding of the terms and conditions associated with this transaction.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
GBT TECHNOLOGIES INC.
|
|
|
|
|
By:
|
/s/ Mansour Khatib
|
|
Name:
|
Mansour Khatib
|
|
Title:
|
Chief Executive Officer
|
Date: September 14, 2021
GBT Technologies (PK) (USOTC:GTCH)
Historical Stock Chart
From Mar 2024 to Apr 2024
GBT Technologies (PK) (USOTC:GTCH)
Historical Stock Chart
From Apr 2023 to Apr 2024