Current Report Filing (8-k)

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: September 19, 2022

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida		333-222094		81-3903357
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

501 West Broadway, Suite 800, San Diego, CA 92101

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

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 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below regarding the reverse stock split described therein is incorporated by reference into this Item 3.03.

Item 5.03 Amendment to Articles of Incorporation or Bylaws

On September 19, 2022, a majority of the Shareholders and the Board of Directors considered that it is in the best interest of the shareholders to restructure the common capital of the TPT Global Tech, Inc. (the “Company”), and so the Board has determined to Amend the Articles of Incorporation to amend the capital structure of the Company by a reverse split.

Each share of issued and outstanding Common Stock as of a record date of September 29, 2022, will be reverse split on a one-for-one thousand basis on September 30, 2022, at 4 PM EDT, such that each old share represents 1/1,000 of a new share. A surrender of the old share certificate will not be required to be made by each shareholder, and the stockholder records will be automatically adjusted to reflect the reverse split. Fractional Shares shall be rounded up to the next whole share at the beneficial owner level. (The effective dates may be amended and extended by Board action in the event of delays in approval by FINRA.)

This action requires the approval of the Financial Industry Regulatory Authority (“FINRA”). The reverse split in the market is pending FINRA approval and may be delayed while waiting for approval.

The Articles of Amendment are attached hereto as Exhibit 3.39, containing the above amendment to the Articles which shall be filed with the Secretary of State of Florida.

Item 7.01 Regulation FD Disclosure.

Press Release

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On September 1, 2022, the Company issued a press release entitled “TPT Global Tech Inc: TPT Global Tech, Inc. Recieves A Teaming Memorandum From The Director Of The Macon County Economic Development Authority For The Development Of Smart City Projects Througout The County.” A copy of the press release is attached hereto as Exhibit 99.1.

On September 12, 2022, the Company issued a press release entitled “TPT Global Tech: TPT Global’s CEO and Management Prepares for National Conference Call Monday September 12, 2022.” A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Exhibits

The following exhibits are filed with this report on Form 8-K.

Exhibit Number		Exhibit
3.39		Articles of Amendment
99.1		Press Release dated September 1, 2022
99.2		Press Release dated September 12, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.