| Item 5.01 |
Change in Control of Registrant |
GTX Agreement
On April 12, 2022, GBT Tokenize Corp (“Tokenize”),
a Nevada corporation which GBT Technologies, Inc. (the “Company”) owns 50% of the outstanding shares of common stock, entered
into a series of agreements with GTX Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquire convertible
promissory notes of GTX in the principal amount of $100,000 (the “GTX Notes”). In addition, Tokenize acquired 5,000,000 shares
of common stock of GTX for a purchase price of $150,000.
The GTX Notes bear 10% interest per annum and 50%
of the principal may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share. The remaining
50% of the principal must be paid in cash.
The closing occurred on April 12, 2022.
Magic Agreement
The Company, through its wholly owned subsidiary,
Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into a Master Joint Venture and Territorial
License Agreement (the “Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and Tokenize
which replaced a prior joint venture entered between the parties.
The purpose of Tokenize is to develop, maintain and
support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core
engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services,
customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions,
as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout the world,
which Technology Portfolio was previously licensed to the Company for the State of California.
The Tokenize Agreement provides that the Company shall
contribute 150,000,000 shares of common stock of the Company (“GBT Shares”) to Tokenize. Sergio Fridman is the manager of
Magic and the beneficial owner of all outstanding securities of Magic. Magic will contribute cash of $250,000 into Tokenize in consideration
of a promissory note and agreed to further fund Tokenize with all funds reasonably needed for implementation of the business purposes
as described in the Tokenize Agreement. The GBT Shares will not be transferable for a period of five years.
Magic and the Company each own 50% of the outstanding
shares of common stock of Tokenize. The Company pledged its 50% ownership in Tokenize and its 100% ownership of Greenwich (the “Pledged
Securities”) to Magic for providing that Magic may take possession of such Pledged Securities in the event the Company executes,
delivers and performs any future agreement or document or judgement resulting in the creation of any lien, pledge, mortgage, claim, charge
or encumbrance upon any assets of the Company. The Company shall appoint two directors and Magic shall appoint one director of
Tokenize.
The offer, sale
and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section
4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No
advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and
transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
The foregoing descriptions 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.