Current Report Filing (8-k)
September 14 2022 - 04:06PM
Edgar (US Regulatory)
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2022-09-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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, 2022
Commission
File Number
000-54530
GBT TECHNOLOGIES INC.
(Exact
name of small business issuer as specified in its
charter)
Nevada |
27-0603137 |
(State
or other jurisdiction of incorporation or
organization) |
(I.R.S.
Employer Identification No.) |
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 |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Not applicable. |
|
|
|
|
|
Item
2.03 |
Creation of Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
|
Item
3.02 |
Unregistered Sales of
Equity Securities. |
On September 13, 2022, GBT Technologies Inc. (the “Company”)
entered into a Securities Purchase Agreement (dated September 9,
2022) with 1800 Diagonal Lending LLC, an accredited investor (“DL”)
pursuant to which the Company issued to DL a Promissory Note (the
“DL Note”) in the aggregate principal amount of $116,200 with an
original issue discount of $12,450 resulting in net proceeds of the
Company of $103,750. The DL Note has a maturity date of September
9, 2023 and the Company has agreed to pay interest on the unpaid
principal balance of the DL Note at the rate of 12.0% per annum
from the date on which the DL Note is issued (the “Issue Date”). A
one-time interest charge of 12% or $13,944 was applied on the Issue
Date to the principal amount owed under the DL Note.. Accrued,
unpaid interest and outstanding principal, subject to adjustment,
shall be paid in ten payments each in the amount of $13,014.40
resulting in a total payback to DL of $130,144. The first payment
is due October 30, 2022 with nine subsequent payments each month
thereafter. The Company shall have a five day grace period with
respect to each payment. The Company has right to accelerate
payments or prepay in full at any time with no prepayment penalty.
This DL Note shall not be secured by any collateral or any assets
of the Company.
The outstanding principal amount of the DL Note may not be
converted into the Company common shares except in the event of
default. In the event of default on the DL Note, DL may convert the
DL Note into shares of the Company’s common
stock at a conversion
price equal to 75% of the lowest trading price with a 10-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 DL Note), the DL Note shall
become immediately due and payable and the Company shall pay to DL,
in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Note. In no event shall DL be
allowed to effect a conversion if such conversion, along with all
other shares of Company common stock beneficially owned by DL and
its affiliates would exceed 4.99% of the outstanding shares of the
common stock of the Company.
The issuances of the DL 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.
Item 9.01 Financial Statements and Exhibits.
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,
2022 |
|
3
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