Current Report Filing (8-k)
September 17 2021 - 02:12PM
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 15, 2021
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:
☐ 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
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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
5.03
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Amendments to
Articles of Incorporation or Bylaws
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On September 15, 2021, the Board of Directors of TPT Global Tech,
Inc. (the “Company”) in accordance with the provisions of the
Certificate of Incorporation, as amended, and by-laws of the
Company amended the Certificate of Incorporation around the
voluntary and involuntary conversion features of the Series D
Preferred Stock. Those voluntary and involuntary conversion
features, as well as other features of the Series D Preferred Stock
include the following, as amended:
(i) 6% Cumulative Annual Dividends payable on the purchase value in
cash or common stock of the Company at the discretion of the Board
and payment is also at the discretion of the Board, which may
decide to cumulate to future years; (ii) Any time after 12 months
from issuance an option to convert to common stock at the election
of the holder @ 75% of the 30 day average market closing price (for
previous 30 business days) divided into $5.00; (iii) Automatic
conversion of the Series D Preferred Stock shall occur without
consent of holders upon any national exchange listing approval and
the registration effectiveness of common stock underlying the
conversion rights. The automatic conversion to common from Series D
Preferred shall be @75% of the 30 day average market closing price
(for previous 30 business days) divided into $5.00, which shall be
post-reverse split as may be necessary for any Exchange listing
(iv) Registration Rights – the Company has granted Piggyback
Registration Rights for common stock underlying conversion rights
in the event it files any other Registration Statement (other than
an S-1 that the Company may file for certain conversion common
shares for the convertible note financing that was arranged and
funded in 2019). Further, the Company will file and pursue to
effectiveness a Registration Statement or offering statement for
common stock underlying the Automatic Conversion event triggered by
an exchange listing. (v) Liquidation Rights - $5.00 per share plus
any accrued unpaid dividends – subordinate to Series A, B, and C
Preferred Stock receiving full liquidation under the terms of such
series. The Company has redemption rights for the first year
following the Issuance Date to redeem all or part of the principal
amount of the Series D Preferred Stock at between 115% and
140%.
On September 16, 2021, the Board of Directors of the Company also
in accordance with the provisions of the Certificate of
Incorporation, as amended, and by-laws of the Company amended the
Certificate of Incorporation to increase the authorized number of
common shares by TWO HUNDRED FIFTY MILLION (250,000,000) which
increase will then make the total authorized common shares to be
ONE BILLION TWO HUNDRED AND FIFTY MILLION (1,250,000,000) with all
common shares having the then existing rights powers and privileges
as per the existing amended Certificate of Incorporate and By laws
of the Company.
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: |
Chief Executive Officer |
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Date: September 17,
2021
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