Current Report Filing (8-k)
June 27 2022 - 04:53PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report: June 9, 2022
TPT Global Tech, Inc.
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(Exact name of registrant as specified in its charter)
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Florida
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333-222094
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81-3903357
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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501 West Broadway,
Suite 800, San Diego, CA 921101
(Address of Principal Executive Offices) (Zip Code)
(619)301-4200
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
None
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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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth
company 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.
☐
Item 1.01 Entry into a Material Definitive
Agreement
Crestmark
Bank
On June 9, 2022, the Company agreed to an amendment to the Amended
and Restated Promissory Note dated May 20, 2021 for $360,000 with
Crestmark Bank (Exhibit 10.1). The amendment provides for interest
only monthly payments at 6% per annum in excess of Wall Street
Journal prime commencing on June 1, 2022 through September 1, 2022,
after which payments will include principal of $15,000 per months
until paid on May 1, 2024.
1800 Diagonal
Lending LLC
Convertible Promissory Note:
TPT Global Tech, Inc. (the “Company”) and 1800 Diagonal Lending,
LLC (“Holder”) entered into a Convertible Promissory Note effective
June 13, 2022 totaling $200,760 (“1800 Diagonal Note” Exhibit 10.2)
and a Securities Purchase Agreement (“SPA,” Exhibit 10.3
(altogether, the “Transaction Documents”). The closing and funding
took place on June 16, 2022.
The 1800 Diagonal Note has an original issue discount of 12%, or
$21,510.00, and bears interest at 22% and is convertible into
shares of the Company’s common stock only under default, as
defined. 10 payments of $22,485.10 beginning on July 30, 2022 are
to be made each month totaling $224,851,00. At any time following
default, as defined, conversion rights exist at a discount rate of
25% of the lowest trading price for the Company’s common stock
during the previous 10 trading days prior to conversion.
194,676,363 common shares of the Company have been reserved with
the transfer agent for possible conversion under a default.
Securities Purchase Agreement:
The Company and the Holder executed the Securities Purchase
Agreement (“SPA”) in accordance with and in reliance upon the
exemption from securities registration for offers and sales to
accredited investors afforded, inter alia, by Rule 506 under
Regulation D as promulgated by the United States Securities and
Exchange Commission (the “SEC”) under the 1933 Act, and/or Section
4(a)(2) of the 1933 Act. The SPA outlines the purchase of the 1800
Diagonal Note (the “Securities”), and the Holder understands that
the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of the 1933
Act and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Holder’s compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of the Holder set forth in the SPA in order to
determine the availability of such exemptions and the eligibility
of the Holder to acquire the Securities.
Item 2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
See the disclosures under Item 1.01 of this Current Report on Form
8-K, incorporated herein by this reference.
Item 3.02 Unregistered Sales of Equity
Securities
See the disclosures under Item 1.01 of this Current Report on Form
8-K, incorporated herein by this reference.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, hereunto duly authorized.
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TPT Global Tech, Inc.
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By
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/s/ Stephen J. Thomas III
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Stephen J. Thomas III,
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Title: Chief Operating Officer
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Date: June 27, 2022
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