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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):
August 8, 2023
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 1.01 Entry Into a Material Definitive Agreement
On April 17, 2023,
Bannix Acquisition Corp. (“Bannix”), EVIE Autonomous Group Ltd. (“EVIE”) and EVIE’s shareholders
entered into a Business Combination Agreement pursuant to which Bannix agreed to acquire EVIE. In addition, Bannix agreed
to acquire from GBT Technologies Inc. (the “Company” or “GBT”), the Apollo
System which is intellectual property covered by patent application filed with the US Patent and Trademark Office. This patent
application describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data,
and constructs 2D/3D images of stationary and moving objects. The Apollo system is based on radio waves and can detect an entity’s
moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real time. This
includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is to integrate the
Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual
alerts (“the “Patents”).
On August 8, 2023, Bannix entered into a Patent Purchase Agreement (“PPA”)
with GBT Tokenize Corp. (“Tokenize”), which is 50% owned by GBT, where GBT provided its consent, to acquire the entire right,
title, and interest of the Patents. The closing date of the PPA will be immediately follow the closing of the acquisition of EVIE by Bannix.
The Purchase Price is set at 5% of the consideration that Bannix is paying to the shareholders of EVIE. The Business Combination Agreement
sets the consideration to be paid by Bannix at $850 million and, in turn, the consideration in the PPA to be paid to Tokenize is $42.5
million. If the final purchase price is less than $30 million, Tokenize has the option to cancel the PPA. In accordance therewith, Bannix
agrees to pay, issue and deliver to Tokenize, $42,500,000 in series A preferred stock to Tokenize, which such terms will be more fully
set forth in the Series A Preferred Stock Certificate of Designation to be filed with the Secretary of State of the State of prior to
the Closing Date. The Series A Preferred Stock will have stated value of face value of $1,000 per share and is convertible, at the option
of Tokenize, into shares of common stock of Bannix at 5% discount to the VWAP during the 20 trading days prior to conversion, and in any
event not less than $1.00. The Series A Preferred Stock will not have voting rights and will be entitled to dividends only in the event
of liquidation. The Series A Preferred Stock will have a 4.99% beneficial ownership limitation.
Series A Preferred Stock and the shares of
common stock issuable upon conversion of the Series A Preferred Stock (the “Conversion Shares”) shall be subject to
a lock-up beginning on the Closing Date and ending on the earliest of (i) the six (6) months after such date, (ii) a Change in
Control, or (iii) written consent of Purchaser (the “Seller Lockup Period”)
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
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. |
GBT TECHNOLOGIES
INC. |
| |
|
|
| |
By: |
/s/ Mansour Khatib |
| |
Name: |
Mansour Khatib |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: August 11, 2023 |
|
|
EXHIBIT 10.1
PATENT PURCHASE AGREEMENT
This PATENT PURCHASE
AGREEMENT (“Agreement”) effective as of August 8 2023 (the ”Effective Date”) is made
and entered into by and between GBT Tokenize Corp. having its principal place of business at c/o GBT Technologies, Inc, 2450
Colorado Ave. Suite 100E Santa Monica, CA 90404 (“Seller”) and Bannix Acquisition
Corp. having its principal place of business at 8265 West Sunset Blvd., Suite # 107,
West Hollywood, California 90046 (“Purchaser”). Seller and Purchaser may hereinafter be referred to collectively
as the “Parties” and individually as a “Party” when convenient.
RECITALS
WHEREAS,
Seller is the owner of the entire right, title, and interest of certain patents and patent applications providing an intellectual
property basis for a machine learning driven technology that controls radio wave transmissions,
analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects, which patents are more specifically
described on Exhibit A which is attached hereto (the “Patents”).
WHEREAS, Purchaser is as enhancement
to its exiting IP portfolio, desirous of acquiring the entire right, title, and interest of the Patents from the Seller.
WHEREAS, the Parties now
desire to enter into this Agreement.
NOW, THEREFORE, in consideration
of the terms and provisions contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
For the purpose of this Agreement, the
following terms, whether in singular or in plural form, when used with a capital initial letter shall have the respective meanings
as follows.
1.1 “Action”
means an assertion made or a proceeding filed by a Person or one of its affiliates.
1.2 “Assigned Patent(s)”
means the issued patent and patent applications listed in Exhibit A hereto.
1.3 “Person” means
any natural person, corporation, company, partnership, association, sole proprietorship, trust, joint venture, non-profit entity,
institute, governmental authority, trust association or other form of entity not specifically listed herein including, without
limitation, Seller or any of its affiliates, or Purchaser or any of its affiliates.
2. PURCHASE AND SALE OF PATENTS
2.1 Purchase and Sale of Patents.
Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations set forth in Sections 3.2 and
3.3 below, Seller hereby sells, assigns and transfers to Purchaser its entire right, title and interest in and to all of the Assigned
Patents, including all past, present and future causes of actions and claims for damages derived by reason of patent infringement
thereof for Purchaser’s own use and for the use of its assigns, successors, and legal representatives, to the full end of
the term of each one of the Assigned Patents. To evidence the assignment of the Assigned Patent, Seller shall execute a patent
assignment document (“Patent Assignment”) for the Assigned Patent. Notwithstanding the foregoing assignment,
in the event that the Closing is not consummated within one hundred twenty (120) calendar days from the Effective Date, Seller
shall have the right, in its sole discretion, to terminate this Agreement including all obligations of Seller and all rights of
Purchaser set forth in this Agreement.
2.2 Purchase
Price. The Purchase Price in this Agreement is set at 5% of the consideration that the Purchaser is paying to the shareholders
of EVIE Group Autonomous Ltd. pursuant to that certain Business Combination Agreement (“BCA”) dated June 26, 2023 with
EVIE Autonomous Group Ltd. and its shareholders. The BCA sets the consideration to be paid by the Purchaser at $850 million and,
in turn, the consideration in this Agreement paid to the Seller is $42.5 million. The Parties agree that the final Purchase Price
at closing will be equal to 5% of the total consideration that the Purchaser is paying under the BCA to the shareholders of EVIE
Autonomous Group Ltd. If the final Purchase Price is less than $30 million, the Seller has the option to cancel this Agreement.
In accordance therewith, Purchaser hereby agrees to pay, issue and deliver to o Seller, pursuant to
the terms set forth in Section 3.2, 42,500 shares of its series a preferred stock to the Seller, which such terms will be
more fully set forth in the Series A Preferred Stock Certificate of Designation to be filed with the Secretary of State of the
State prior to the Closing Date (the “Purchase Price”). The
Series A Preferred Stock will have stated value of face value of $1,000 per share and is convertible,
at the option of the Seller, into shares of common stock of Purchaser at 5% discount to the VWAP during the 20 trading days prior
to conversion, and in any event not less than $1.00. The Series A Preferred Stock will not have voting rights and will be entitled
to dividends only in the event of liquidation. The Series A Preferred Stock will have a 4.99% beneficial ownership limitation.
2.3 Lock-Up
of Purchaser Preferred Stock. Series A Preferred Stock and the shares of common stock issuable upon conversion of the Series
A Preferred Stock (the “Conversion Shares”) shall be subject to a lock-up beginning on the Closing Date and
ending on the earliest of (i) the six (6) months after such date, (ii) a Change in Control, or (iii) written consent of Purchaser
(the “Seller Lockup Period”). On the Closing Date, the Seller shall enter into a lock-up agreement pursuant
to which Seller may not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce
any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option
or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or
dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by
any person at any time in the future), any Series A Preferred Stock or Conversion Shares acquired pursuant to this Agreement or
(ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of any Series A Preferred Stock or Conversion Shares, whether or not any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of Series A Preferred Stock; provided, however,
following the expiration of the Lockup Period and continuing for a period through the twenty four (24) month anniversary of the
Closing Date, the Seller will not sell the Series A Preferred Stock or the Conversion Shares exceeding
15% of the Purchaser’s total daily volume on its trading market. The terms of this provision shall convey to any subsequent
holder of the Series A Preferred Stock.
3. CLOSING AND DELIVERY
3.1 The Closing. The transaction
shall be consummated at the officers of the Purchaser immediately following the closing of the acquisition described in that certain
Business Combination Agreement entered between Purchaser, EVIE Autonomous Group Ltd. and its shareholders (the “Closing Date”).
3.2 Seller Deliverables. At the
closing, Seller shall deliver to Purchaser a duly executed Patent Assignment(s).
3.3 Purchaser Deliverables. At
the closing, Purchaser shall deliver or cause to be delivered to Seller or its affiliate the Purchase Price which will consist
of a stock certificate representing the Series A Preferred Stock.
4. TRANSFER OF PATENT
4.1 Patent Assignment(s). Effective
as of the Closing Date, Seller hereby sells, assigns, transfers and conveys to Purchaser all rights, title and interest it has
in and to the Assigned Patent and all inventions and discoveries described therein and all rights of Seller to collect royalties
under such Patent.
4.2 Assignment of Causes of Action.
Effective as of the Closing Date, Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest
it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Assigned
Patent and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive
relief and other remedies for past, current and future infringement of the Assigned Patent as of the Effective Date.
5. ADDITIONAL OBLIGATIONS
5.1 Further Assurances. Seller
agrees to cooperate with Purchaser in the obtaining and sustaining of any and all such additional documentation needed and in confirming
Purchaser’s exclusive ownership of the Assigned Patents. At the reasonable request of Purchaser and without demanding further
consideration from Purchaser, Seller agrees to execute and deliver such other instruments and do and perform such other acts and
things as may be reasonably necessary for effecting completely the consummation of the transfer of ownership in and to the Assigned
Patent as contemplated hereby, including without limitation execution, acknowledgment and recordation of other such papers, as
necessary or desirable for fully perfecting and conveying unto Purchaser the benefit of the transfer of ownership in and to the
Assigned Patent as contemplated hereby.
5.2 Further Assistance. Subject
to the terms and conditions hereof, Seller agrees, upon the reasonable request of Purchaser, to do all things necessary, proper,
or advisable, including without limitation the execution, acknowledgment and recordation of specific assignments, oaths, declarations
and other documents on a country-by-country basis, to assist Purchaser in obtaining, perfecting, sustaining, and/or enforcing the
patent rights. Such assistance may also include providing prompt production of pertinent facts and documents, giving of testimony,
execution of petitions, oaths, powers of attorney, specifications, declarations or other papers and other assistance reasonably
necessary for filing patent applications, complying with any duty of disclosure, and conducting prosecution, reexamination, reissue,
interference or other priority proceedings, opposition proceedings, cancellation proceedings, public use proceedings, infringement
or other court actions and the like with respect to the Assigned Patent. Seller’s agreement to render any of the foregoing
assistance is subject to Purchaser’s payment of all reasonable expenses of Seller incurred in connection therewith and the
availability of Seller’s personnel.
6. REPRESENTATIONS AND WARRANTIES
Seller hereby warrants to Purchaser
as follows:
6.1 No Assignment. Seller warrants
that (i) no assignment of the Assigned Patents, application or patent therefor has been made to a party other than Purchaser and
(ii) there is no obligation to make any assignment of the invention(s), application, or any patent therefor to any party other
than Purchaser.
6.2 Title and Contest. Seller
has good and marketable title to the Assigned Patent, including without limitation all rights, title, and interest in the Assigned
Patent to sue for infringement thereof. The Assigned Patent is free and clear of all liens, mortgages, security interests or other
encumbrances, and restrictions on transfer. There are no actions, suits, claims or proceedings threatened, pending or in progress
on the part of any named inventor of the Patent relating in any way to the Assigned Patent and Seller has not received notice of
(and Seller is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits,
investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patent. There are no existing
contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any Person to acquire the Assigned
Patent.
6.3 Restrictions on Rights. Purchaser
will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Assigned Patent as
a result of the transaction contemplated in this Agreement, or any prior transaction related to the Assigned Patent.
6.4 Payment of Fees Due. Seller
has paid all fees due on the Assigned Patent to the United States Patent and Trademark Office as of the Effective Date of this
Agreement.
7. MISCELLANEOUS
7.1 No Representation or Warranty. SELLER
MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER THAT THE PATENT COVERED BY THIS AGREEMENT ARE EITHER VALID OR ARE INFRINGED BY
ANY OTHER PARTIES.
7.2 Limitation on Consequential Damages.
EXCEPT IN THE CASE OF FRAUD BY SELLER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, OR ANY OTHER INDIRECT OR
SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE
PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS
AGREEMENT
7.3 Limitation of Liability.
EXCEPT IN THE CASE OF FRAUD BY SELLER, IN NO EVENT SHALL EITHER PARTY’ S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE
PURCHASE PRICE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION
UNDER THIS AGREEMENT.
7.4 Confidentiality of Terms.
The parties hereto shall keep the terms and existence of this Agreement and the identities of the parties hereto confidential and
shall not now or hereafter divulge any of this information to any third party except: (a) with the prior written consent of the
other party, such consent shall not be unreasonably withheld; (b) as otherwise may be required by law or legal process, including
in confidence to financial advisors in their capacity of advising a party in such matters and as required by the Securities Exchange
Act of 1934, as amended; (c) during the course of litigation, so long as the disclosure of such terms and conditions are restricted
in the same manner as is the confidential information of other litigating parties; or (d) in confidence to its legal counsel, accountants,
banks and financing sources.
7.5 Governing Law. This Agreement
shall be governed and construed in accordance with the laws of the State of Nevada.
7.6 Severability. If any provision
of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision
and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained herein.
7.7 Indemnification. Each party
to this Agreement, shall indemnify and hold harmless each other party at all times after the date of this Agreement against and
in respect of any liability, damage or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and
expenses including attorney’s fees incident to any of the foregoing, resulting from any misrepresentations, breach of covenant
or warranty or non-fulfillment of any agreement on the part of such party under this Agreement or from any misrepresentation in
or omission from any certificate furnished or to be furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any reasonable payment made by said parties at any time
after the Closing, in respect of any liability or claim to which the foregoing indemnity relates, if such payment is made after
reasonable notice to the other party to defend or satisfy the same and such party failed to defend or satisfy the same.
7.8 Entire Agreement; Waiver of Breach.
This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or understanding among them
in respect of the subject matter hereof, and there are no other agreements, written or oral, nor may the Agreement be modified
except in writing and executed by all of the parties hereto; and no waiver of any breach or condition of this Agreement shall be
deemed to have occurred unless such waiver is in writing, signed by the party against whom enforcement is sought, and no waiver
shall be claimed to be a waiver of any subsequent breach or condition of a like or different nature.
IN WITNESS WHEREOF, the parties have
executed this Agreement the day and year first above written.
| GBT TOKENIZE CORP. |
|
| |
|
| By: |
|
|
| Name: |
Michael D. Murray |
|
| Title: |
Chief Executive Officer |
|
| BANNIX ACQUISITION CORP. |
|
| |
|
| By: |
|
|
| Name: |
Douglas Davis |
|
| Title: |
Chief Executive Officer |
|
We give our consent:
GBT
Technologies, Inc.
|
|
| |
|
| By: |
|
|
| Name: |
Mansour Khatib |
|
| Title: |
Chief Executive Officer |
|
Exhibit A
List of “Assigned Patents”
| Title |
App.
No. |
Country |
Filing
Date |
Status/Deadline |
Patent
No. |
Issue
Date |
| SYSTEMS
AND METHODS OF FACIAL AND BODY RECOGNITION, IDENTIFICATION AND ANALYSIS |
17/212,235 |
USA |
Mar.
25, 2021 |
GRANTED |
US
11,527,104 B2 |
Dec.
13, 2022 |
| SYSTEMS
AND METHODS OF MOBILE DATABASE MANAGEMENT AND SHARING |
16/155,093 |
USA |
Oct.
9, 2018 |
GRANTED |
US
10,853,327 B2 |
Dec.
1, 2020 |
| SYSTEMS
AND METHODS OF MOBILE DATABASE MANAGEMENT AND SHARING |
17/104,001 |
USA |
Nov.
25, 2020 |
GRANTED
(CONTINUATION) |
US
11,663,167 B2 |
May
30, 2023 |
| SYSTEMS
AND METHODS OF REAL-TIME MOVEMENT, POSITION DETECTION, AND IMAGING (APOLLO) |
17/471,213 |
USA |
Sep.
10, 2021 |
GRANTED |
US
11,302,032 Bl |
Apr.
12, 2022 |
ELECTRONIC
CIRCUITS FOR SECURE COMMUNICATIONS AND ASSOCIATED SYSTEMS AND METHODS
(SECURE COMM.) |
15/015,441 |
USA |
Feb.
4, 2016 |
GRANTED |
US
10,521,614 B2 |
Dec.
31, 2019 |
| SYSTEMS
AND METHODS OF REAL-TIME MOVEMENT, POSITION DETECTION, AND IMAGING (APOLLO CONTINUATION) |
17/694,384 |
USA |
Mar.
14, 2022 |
PENDING
(CONTINUATION) |
Publication.
No.: US 2022/0405966 Al |
Dec.
22, 2022 (Publication Date) |
7
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GBT Technologies (PK) (USOTC:GTCH)
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