Current Report Filing (8-k)
September 22 2022 - 12:27PM
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: September 19, 2022
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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 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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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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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☐
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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
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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 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.
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: |
/s/ Stephen J. Thomas III
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Stephen J. Thomas III,
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Title:
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Chief Executive Officer |
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Date: September 22, 2022
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