Registration No.
333-257551
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
TPT GLOBAL TECH, INC.
(Exact
name of registrant as specified in its charter)
FLORIDA
(State
or jurisdiction of
incorporation or
organization)
|
4899
(Primary Standard
Industrial
Classification Code
Number)
|
81-3903357
(I.R.S.
Employer
Identification
No.)
|
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619)
301-4200
(Address and
telephone number of principal executive offices)
Stephen
Thomas, Chief Executive Officer
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619)
301-4200
(Name,
address and telephone number of agent for service)
COPIES
OF ALL COMMUNICATIONS TO:
Christen Lambert,
Attorney at Law
3201 Edwards Mill Rd, Ste 141-557
● Raleigh, North Carolina 27612 ● Phone:
919-473-9130
Approximate date of
commencement of proposed sale to the public: As soon as possible
after this Registration Statement becomes effective.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
|
[___]
|
|
Accelerated
filer
|
[___]
|
Non-accelerated
filer
|
[_X_]
|
|
Smaller
reporting company
|
[_X_]
|
|
|
|
Emerging growth
company
|
[_X_]
|
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 7(a)(2)(B) of the Securities Act.
[__]
CALCULATION
OF REGISTRATION FEE
Title of Each
Class of Securities To Be Registered
|
Amount To Be
Registered(1)
|
Proposed Maximum
Offering Price Per Share(2)
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee(3)
|
|
|
|
|
|
Common
stock to be offered for resale by selling stockholders
|
75,000,000
|
$0.0145
|
$1,087,500
|
$118.65(3)(4)
|
|
|
|
|
|
|
(1)
|
Consists of up to
75,000,000 shares of common stock to be sold to White Lion Capital,
LLC under the Purchase Agreement dated May 28, 2021.
|
|
(2)
|
Estimated solely
for the purpose of calculating the amount of the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933
("the Securities Act") based on the average of the 5-day average of
the high and low prices of the common stock on June 21, 2021 as
reported on the OTCQB.
|
|
(3)
|
Based
on the average price per share of $0.0145 for TPT Global Tech,
Inc.’s common stock on June 21, 2021 as reported by the OTC Markets
Group. The fee is calculated by multiplying the aggregate offering
amount by .0001091, pursuant to Section 6(b) of the Securities Act
of 1933.
|
|
(4)
|
Previously
paid.
|
The
Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY NOTE
References
throughout this Amendment No. 1 to “we,” “us,” the “Company” or
“our company” are to TPT Global Tech, Inc., unless the context
otherwise indicates.
This
Amendment No. 1 (“Amendment No. 1”) to Form S-1 is filed solely for
the purpose of amending the Signature page to the Registration
Statement on Form S-1 (Registration Statement No. 333-257551) filed
by TPT Global Tech, Inc. with the Securities and Exchange
Commission (the “Registration Statement”). The Amendment No. 1
consists of this explanatory note as well as the revised versions
of the cover page and Part II of the Registration Statement. It
does not contain a copy of the preliminary prospectus included in
the Registration Statement, nor is it intended to amend or delete
any part of the preliminary prospectus.
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
We have
expended, or estimate to expend fees in relation to this
registration statement as detailed below:
Expenditure
Item
|
|
Attorney
Fees
|
$2,000
|
Audit
Fees
|
$4,000
|
Transfer Agent
Fees
|
$1,000
|
SEC
Registration and Blue Sky Registration fees
(estimated)
|
$3000
|
Printing Costs and
Miscellaneous Expenses (estimated)
|
$4,000
|
Total
|
$14,000
|
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Our
officers and directors are indemnified as provided by the Florida
Revised Statutes and the bylaws.
Under
the Florida Revised Statutes, director immunity from liability to a
company or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a company's
Articles of Incorporation. Our Articles of Incorporation do not
specifically limit the directors’ immunity. Excepted from that
immunity are: (a) a willful failure to deal fairly with us or our
shareholders in connection with a matter in which the director has
a material conflict of interest; (b) a violation of criminal law,
unless the director had reasonable cause to believe that his or her
conduct was lawful or no reasonable cause to believe that his or
her conduct was unlawful; (c) a transaction from which the director
derived an improper personal profit; and (d) willful
misconduct.
Our
bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Florida law; provided, however, that we
may modify the extent of such indemnification by individual
contracts with the directors and officers; and, provided, further,
that we shall not be required to indemnify any director or officer
in connection with any proceeding, or part thereof, initiated by
such person unless such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by the board
of directors, (c) is provided by us, in sole discretion, pursuant
to the powers vested under Florida law or (d) is required to be
made pursuant to the bylaws.
Our
bylaws provide that it will advance to any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of us, or is or was serving
at the request of us as a director or executive officer of another
company, partnership, joint venture, trust or other enterprise,
prior to the final disposition of the proceeding, promptly
following request therefore, all expenses incurred by any director
or officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if
it should be determined ultimately that such person is not entitled
to be indemnified under the bylaws or otherwise.
Our
bylaws provide that no advance shall be made by us to an officer
except by reason of the fact that such officer is or was our
director in which event this paragraph shall not apply, in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative, if a determination is reasonably and promptly
made: (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or
(b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or
not opposed to the best interests of us.
RECENT
SALES OF UNREGISTERED SECURITIES
None
EXHIBIT
INDEX
|
|
Incorporated by Reference
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
3.1
|
|
S-1
|
3.1
|
12/15/17
|
3.2
|
|
S-1
|
3.2
|
12/15/17
|
3.3
|
|
S-1
|
3.3
|
12/15/17
|
3.4
|
|
S-1
|
3.4
|
12/15/17
|
3.5
|
|
S-1
|
3.5
|
12/15/17
|
3.6
|
|
S-1
|
3.6
|
12/15/17
|
3.7
|
|
S-1
|
3.7
|
12/15/17
|
3.8
|
|
S-1
|
3.8
|
12/15/17
|
3.9
|
|
S-1
|
3.9
|
12/15/17
|
3.10
|
|
S-1
|
3.10
|
12/15/17
|
3.11
|
|
S-1
|
3.11
|
12/15/17
|
3.12
|
|
S-1
|
3.12
|
12/15/17
|
3.13
|
|
S-1
|
3.13
|
12/15/17
|
3.14
|
|
S-1
|
3.14
|
12/15/17
|
3.15
|
|
S-1
|
3.15
|
12/15/17
|
3.16
|
|
S-1
|
3.16
|
12/15/17
|
3.17
|
|
S-1
|
3.17
|
12/15/17
|
3.18
|
|
S-1
|
3.18
|
12/15/17
|
3.19
|
|
S-1
|
3.19
|
12/15/17
|
3.20
|
|
S-1
|
3.20
|
12/15/17
|
3.21
|
|
S-1
|
3.21
|
12/15/17
|
3.22
|
|
1-A
|
3.22
|
7/2/20
|
3.23
|
|
1-A
|
3.23
|
7/2/20
|
3.24
|
|
1-A
|
3.24
|
7/2/20
|
3.25
|
|
1-A/A
|
3.25
|
8/28/20
|
3.26
|
|
1-A/A
|
3.26
|
8/28/20
|
3.27
|
|
1-A/A
|
3.27
|
8/28/20
|
EXHIBIT
INDEX
|
|
Incorporated by Reference
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
3.28
|
|
1-A/A
|
3.28
|
8/28/20
|
3.29
|
|
1-A/A
|
3.29
|
8/28/20
|
3.30
|
|
1-A/A
|
3.30
|
8/28/20
|
3.31
|
|
1-A/A
|
3.31
|
8/28/20
|
4.1
|
|
S-1
|
4.1
|
12/15/17
|
4.2
|
|
S-1
|
4.2
|
12/15/17
|
4.3
|
|
S-1
|
4.3
|
12/15/17
|
4.4
|
|
S-1
|
4.4
|
12/15/17
|
4.5
|
|
S-1
|
4.5
|
12/15/17
|
4.6
|
|
S-1
|
4.6
|
12/15/17
|
4.7
|
|
S-1/A
|
4.7
|
2/23/18
|
4.8
|
|
S-1/A
|
4.8
|
2/23/18
|
4.9
|
|
S-1/A
|
4.9
|
10/2/18
|
4.10
|
|
S-1/A
|
4.10
|
10/2/18
|
4.11
|
|
S-1/A
|
4.11
|
10/2/18
|
4.12
|
|
8-K
|
|
3/10/20
|
4.13
|
|
1-A
|
4.13
|
7/2/20
|
5.1
|
Opinion
re: Legality
|
|
|
|
10.1
|
|
S-1
|
10.1
|
12/15/17
|
10.2
|
|
S-1
|
10.2
|
12/15/17
|
10.3
|
|
S-1
|
10.3
|
12/15/17
|
10.4
|
|
S-1
|
10.4
|
12/15/17
|
10.5
|
|
S-1
|
10.5
|
12/15/17
|
10.6
|
|
S-1
|
10.6
|
12/15/17
|
10.7
|
|
S-1
|
10.7
|
12/15/17
|
10.8
|
|
S-1
|
10.8
|
12/15/17
|
EXHIBIT
INDEX
|
|
Incorporated by Reference
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
10.9
|
|
S-1
|
10.9
|
12/15/17
|
10.10
|
|
S-1
|
10.10
|
12/15/17
|
10.11
|
|
S-1
|
10.11
|
12/15/17
|
10.12
|
|
S-1
|
10.12
|
12/15/17
|
10.13
|
|
S-1
|
10.13
|
12/15/17
|
10.14
|
|
S-1
|
10.14
|
12/15/17
|
10.15
|
|
S-1/A
|
10.15
|
2/23/18
|
10.16
|
|
S-1/A
|
10.16
|
2/23/18
|
10.17
|
|
S-1/A
|
10.17
|
10/2/18
|
10.18
|
|
S-1/A
|
10.18
|
10/2/18
|
10.19
|
|
S-1/A
|
10.19
|
10/2/18
|
10.20
|
|
S-1/A
|
10.20
|
10/2/18
|
10.21
|
|
S-1/A
|
10.21
|
10/2/18
|
10.22
|
|
S-1/A
|
10.22
|
10/2/18
|
10.23
|
|
S-1/A
|
10.23
|
11/5/18
|
10.24
|
|
S-1/A
|
10.24
|
11/5/18
|
10.25
|
|
8-K
|
10.1
|
3/22/19
|
10.26
|
|
8-K
|
10.1
|
3/27/19
|
10.27
|
|
8-K
|
10.2
|
3/27/19
|
10.28
|
|
8-K
|
10.3
|
3/27/19
|
10.29
|
|
8-K
|
10.1
|
4/8/19
|
10.30
|
|
8-K
|
10.1
|
3/3/20
|
10.31
|
|
8-K
|
10.1
|
3/19/20
|
10.32
|
|
8-K
|
10.1
|
6/10/20
|
10.33
|
|
1-A/A
|
6.33
|
8/28/20
|
10.34
|
|
1-A/A
|
6.34
|
8/28/20
|
EXHIBIT
INDEX
|
|
Incorporated by Reference
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
10.35
|
|
1-A/A
|
6.35
|
8/28/20
|
10.36
|
|
8-K
|
10.1
|
8/17/20
|
10.37
|
|
8-K
|
10.1
|
9/9/20
|
10.38
|
|
8-K
|
10.2
|
9/9/20
|
10.39
|
|
8-K
|
|
9/10/20
|
10.40
|
|
S-1
|
10.40
|
10/28/20
|
10.41
|
|
S-1
|
10.41
|
10/28/20
|
10.42
|
|
S-1
|
10.42
|
10/28/20
|
10.43
|
|
S-1
|
10.43
|
10/28/20
|
10.44
|
|
S-1/A
|
10.44
|
1/15/21
|
10.45
|
|
S-1/A
|
10.45
|
1/15/21
|
10.46
|
|
S-1/A
|
10.46
|
1/15/21
|
10.47
|
|
S-1
|
10.47
|
6/30/21
|
10.48
|
|
S-1
|
10.48
|
6/30/21
|
|
|
|
|
|
21.1
|
|
S-1
|
21.1
|
6/30/21
|
23.1
|
|
S-1
|
23.1
|
6/30/21
|
23.2
|
|
S-1
|
23.2
|
6/30/21
|
99.1
|
|
S-1
|
99.1
|
12/15/17
|
99.2
|
|
S-1
|
99.2
|
12/15/17
|
UNDERTAKINGS
The
undersigned registrant hereby undertakes
1.
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration
statement:
i.
To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii.
To reflect in the Prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of Prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective
registration statement. iii. To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
2.
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3.
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4.
That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
i.
Any Preliminary Prospectus or Prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii.
Any free writing Prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii.
The portion of any other free writing Prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
5.
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser: Each Prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B
or other than Prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
Prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or Prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or Prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling
persons, we have been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer or
controlling person of the corporation in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the
matter has been settled by a controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the
final adjudication of such case.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized on July 6,
2021.
TPT
GLOBAL TECH, INC.
/s/
Stephen J. Thomas, III
|
|
July 6,
2021
|
Stephen
J. Thomas, III
|
|
|
(Chief
Executive Officer, Chairman of the Board and Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
/s/
Gary Cook
|
|
July 6,
2021
|
Gary
Cook
|
|
|
(Chief
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
In
accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
/s/
Stephen J. Thomas, III
|
|
July 6,
2021
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Stephen
J. Thomas, III, President, Director, Chief Executive
Officer
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/s/
Gary Cook |
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July 6,
2021
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Gary Cook, Chief
Financial Officer |
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/s/
Richard Eberhardt
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July 6,
2021
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Richard
Eberhardt, Director
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/s/ Arkady
Shkolnik
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July 6,
2021
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Arkady
Shkolnik, Director
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/s/
Reginald Thomas
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July 6,
2021
|
Reginald Thomas,
Director
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TPT Global Tech (QB) (USOTC:TPTW)
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