GTII

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of

the Securities Exchange Act of 1934

 

Check the appropriate box:

 

	☐	Preliminary Information Statement
	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
	☒	Definitive Information Statement

 

GLOBAL TECH INDUSTRIES GROUP, INC.

(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

	☒	No fee required
	☐	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

 

 

	☐	Fee paid previously with preliminary materials.
	☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

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(4)

Date Filed:

 

 

 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF THE COMPANY

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

 

GLOBAL TECH INDUSTRIES GROUP, INC.

511 SIXTH AVENUE, SUITE 800

NEW YORK, NEW YORK 10011

NOTICE OF ACTION TO BE TAKEN BY

THE SHAREHOLDERS

 

INFORMATION STATEMENT

(Definitive)

 

April 8, 2022

 

To the Shareholders of Global Tech Industries Group, Inc.

 

On March 28, 2022, the board of directors of Global Tech Industries Group, Inc., a Nevada corporation (the “Company” or “GTII”), unanimously approved and consented that the Company amend its Articles of Incorporation in order to increase the number of authorized shares of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share. On March 28, 2022, David Reichman (the “Majority Shareholder”,) who is entitled to vote of a total of 1,000 shares of Series A Preferred Stock, or approximately 51.1% of the voting control, and 38,841,285 shares of common stock or approximately 15.18% of the total issued and outstanding voting stock of the Company approved of such action by written consent in lieu of a special meeting of the Company’s shareholders in accordance with the General Corporation Law of the State of Nevada (the “NGCL”), which then authorized the officers and directors of the Company to cause the Company to amend its Articles of Incorporation in order to increase the number of authorized shares of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share.

 

	For the Board of Directors of
	Global Tech Industries Group, Inc.
Date: April 8, 2022	By:	/s/ David Reichman
		David Reichman
		Chief Executive Officer and Director

 

 

WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU

ARE REQUESTED NOT TO SEND US A PROXY.

 

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

511 SIXTH AVENUE, SUITE 800

NEW YORK, NEW YORK 10011

 

SHAREHOLDERS ACTION

 

On March 28, 2022, the board of directors of the Company, unanimously approved and consented that the Company amend its Articles of Incorporation in order to increase the number of authorized shares of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share. The Majority Shareholder submitted his written consent to the board resolution described in this Information Statement on or about March 28, 2022, to be effective upon satisfaction by the Company of all applicable filing and notification requirements of the Securities and Exchange Commission. As of March 28, 2022 the Majority Shareholder was entitled to vote of record 1,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share, or 51.1% of the voting power of the Company, and 38,841,285 shares of the Company’s common stock, par value $0.001 per share, or approximately 15.18% of the total issued and outstanding common stock of the Company. The remaining outstanding shares of common stock are held by approximately 313 other shareholders.

 

The Majority Shareholder is David Reichman, the chairman of the board and chief executive officer of the Company.

 

The Company is not soliciting consents or proxies and shareholders have no obligation to submit either of them. The Majority Shareholder has consented to the shareholder resolution described in this Information Statement. The affirmative vote of the holders of a majority of the outstanding voting stock of the Company is required to adopt the resolution described in this Information Statement and has been obtained. As of the Record Date, April 8, 2022, the Company’s voting stock consisted of a total of 255,840,515 shares of common stock and 1,000 shares of Series A Preferred Stock. The holders of the Company’s Series A Preferred Stock have the right to vote in an amount equal to 51.1% of the total vote with respect to any proposal relating to increasing the authorized share capital of the Company.

 

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposed resolution will not be adopted until at least 20 days after the date on which this Information Statement has been mailed to the Company’s shareholders. This Information Statement will serve as written notice to the Company’s shareholders pursuant to the NGCL.

 

THE COMPANY AND THE TRANSACTION

 

Proposed Shareholder Action

 

The Company has its executive offices at 511 Sixth Avenue, Suite 800, New York, New York 10011, and its telephone number is (212) 204-7926. As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company proposes to amend its Articles of Incorporation (the “Amendment”) in order to increase the number of authorized shares of the Company’s common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share.

 

The Board of Directors of the Company voted unanimously to implement the Amendment because the Board of Directors believes that an increase to the number of authorized shares of the Company’s common stock will allow the Company to raise the capital necessary for the Company to grow its business in the future.

 

 

The Company is not expected to experience a material tax consequence as a result of the Amendment. Increasing the number of authorized shares of the Company’s common stock, however, subjects the Company’s existing shareholders to future dilution and subordination of their ownership and voting power in the Company.

 

Company Plans

 

The Company currently has no definitive plans to issue the newly authorized common stock provided for in the Amendment. The Company may issue additional common stock from time to time in the future for the purpose of raising capital or undertaking strategic acquisitions.

 

Potential Anti-Takeover Effect

 

The additional shares of common stock that will become available for issuance upon the adoption of the resolution could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further shareholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, shareholders should be aware that approval of the Amendment could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the shareholders might otherwise receive a premium for their shares over then current market prices.

 

Additional Information

 

Additional information regarding the Company, its business, its capital stock, and its financial condition are included in the Company’s Form 10-K annual report and its Form 10-Q quarterly reports. Copies of the Company’s Form 10-K for its fiscal year ending December 31, 2020, as well as the Company’s Form 10-Q for the quarters ending March 31, 2021, June 30, 2021 and September 30, 2021, are available upon request to: David Reichman, Chairman & CEO, 511 Sixth Avenue, Suite 800, New York, New York, 10011. These reports are also available under the Company’s name on the Securities and Exchange Commission’s website at www.sec.gov.

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth the names of the Company’s executive officers and directors and all persons known by the Company to beneficially own 5% or more of the issued and outstanding common stock of GTII as of April 8, 2022. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of April 8, 2022 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentage ownership of each beneficial owner is based on 255,840,515 outstanding shares of common stock. Except as otherwise listed below, the address of each person is 511 Sixth Avenue, Suite 800, New York, New York 10011. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person’s name.

 

 

		Common Stock								Preferred Stock
Name of Beneficial		Number of Shares Owned				Percentage Owned				Number of Shares Owned				Percentage Owned
Ownership (1)
David Reichman (2)			38,841,285				15.18				1,000				100
Kathy Griffin			11,605,800				4.54
Frank Benintendo			4,692,079				1.83
Don Gilbert			4,599,218				1.80
Michael Valle			1,859,000				0.72

 

	1.	Except as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.
	2.	As the holder of the Company’s Series A Preferred Stock, Mr. Reichman has the right to vote in an amount equal to 51.1% the total vote with respect to any proposal relating to increasing the authorized share capital of the Company.

 

DELIVERY OF INFORMATION TO A SHARED ADDRESS

 

If you and one or more shareholders share the same address, it is possible that only one Information Statement was delivered to your address. Any registered shareholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future may mail a request to receive separate copies to David Reichman, 511 Sixth Avenue, Suite 800, New York, New York 10011, or call the Company at (212) 204-7926 and we will promptly deliver the Information Statement to you upon your request. Shareholders who received multiple copies of this Information Statement at a shared address and who wish to receive a single copy may direct their request to the same address.

 

 

FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Information Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify our forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions. The forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document.

 

OTHER MATTERS

 

The Board of Directors of the Company is not aware that any matter other than those described in this Information Statement is to be presented for the consent of the shareholders.

 

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO DAVID REICHMAN, CHAIRMAN & CEO, 511 SIXTH AVENUE, SUITE 800, NEW YORK, NEW YORK 1—11, telephone (212) 204-7926. A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.

 

CONCLUSION

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

 

Date: April 8, 2022

 

By Order of the Board of Directors

 

/s/ David Reichman
David Reichman
Global Tech Industries Group, Inc.
Chief Executive Officer and Director

 

 

Exhibit A

Certificate of Amendment