Current Report Filing (8-k)
September 29 2021 - 4:10PM
Edgar (US Regulatory)
0001471781
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0001471781
2021-09-21
2021-09-21
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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
21, 2021
Commission File Number 000-54530
GBT
TECHNOLOGIES INC.
(Exact name of small business issuer as specified in
its charter)
Nevada
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27-0603137
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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2450 Colorado Ave., Suite 100E, Santa Monica, CA
90404
(Address of principal executive offices)
888-685-7336
(Issuer’s telephone number)
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
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Trading Symbol
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Name of each exchange on which registered
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Not applicable.
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Item 2.03
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Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 3.02
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Unregistered Sales of Equity Securities.
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On September 21, 2021, GBT Technologies Inc. (the
“Company”) entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor (“Redstart”)
pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note”) in the aggregate principal
amount of $244,500 for a purchase price of $203,750. The Redstart Note has a maturity date of December 22, 2022 and the Company has agreed
to pay interest on the unpaid principal balance of the Redstart Note at the rate of two and a half percent (2.5%) per annum from the date
on which the Redstart Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note, provided it makes a payment
including a prepayment to Redstart as set forth in the Redstart Note. The transactions described above closed on September 28, 2021.
The outstanding principal amount of the Redstart Note
may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180th
day, Redstart may convert the Redstart Note into shares of the Company’s common stock at
a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion.
In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note), the Redstart Note
shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the Redstart Note. In no event shall Redstart be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by Redstart and its affiliates would exceed 4.99% of the outstanding shares
of the common stock of the Company.
The issuances of the Redstart Note was made in reliance
upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section
4(a)(2) of the Act. The foregoing description of the terms of the above transactions do not purport to be complete and are qualified in
their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits to this Current Report on Form
8-K.
On February 27, 2019, the Company issued Iliad Research and Trading, L.P.
(“Iliad “) a Promissory Note in the principal amount of $2,325,000 (the “Iliad Note”), due in one year, which
subsequently was extended until December 31, 2021. On or about September 23, 2021, Iliad converted the Iliad Note in full and there is
no further amounts owed by the Company under the Iliad Note.
Item 9.01
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Financial Statements and Exhibits.
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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.
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GBT TECHNOLOGIES INC.
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By:
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/s/ Mansour Khatib
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Name:
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Mansour Khatib
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Title:
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Chief Executive Officer
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Date: September 29, 2021
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3
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