Current Report Filing (8-k)
April 14 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 11, 2020
Commission
File Number 000-54530
GBT
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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27-0603137
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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2500
Broadway, Suite F-125, Santa Monica, CA 90404
(Address
of principal executive offices)
424-238-4589
(Issuer’s
telephone number)
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 (see General Instructions A.2. below):
/_/
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: Not applicable.
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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Not
applicable.
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. /_/
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors;
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Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On
April 11, 2020, Douglas Davis resigned as Chief Executive Officer of GBT Technologies Inc. (the “Company”) so that
he may fully devote all of his efforts to GBT Tokenize Corp., the Company’s joint venture, which intends to develop a new
product. Mr. Davis’ resignation was not the result of any disagreements with management or board of directors of the Company.
On
April 13, 2020, Ambassador Ned L. Siegel resigned as a director of the Company to pursue other opportunities that require his
time. Mr. Siegel’s resignation was not the result of any disagreements with management or board of directors of the Company.
On
April 13, 2020, the Company’s Board of Directors appointed Mansour Khatib, who has served as the Chief Marketing Officer
and a director of the Company as Chief Executive Officer. Mr. Khatib has also previously served as Interim Chief Executive Officer
from May 2018 to July 2018. From 2009 through 2012, Mansour Khatib served
as the CEO and CFO of The Merchandise Company, located in Long Beach, California. From 2012 through the present, Mr. Khatib has
served as a U.S. Business and Marketing Sales Representative for KB Racking, located in Toronto, Canada. From May 2013 through
July 2014, Mr. Khatib served as VP of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects. From July 2014
through the present, Mr. Khatib has served as the CTO for New Energy Ventures, LLC, a company that is developing utility scale
projects in New Jersey, California, and smaller projects in Mexico, the Caribbean and Peru. Mr. Khatib received B.A. in Economics
from Fachhochschule Wuppertal in Wuppertal, Germany in 1988 and a Bachelors in Electro Engineering & Computer Technology from
University Aachen in Aachen, Germany in 1985.
On
April 16, 2016 (the “Effective Date”), Mansour Khatib and the Company entered into an Employment Agreement (the “Agreement”).
Pursuant to the terms of the Employment Agreement, Mr. Khatib will receive an annual salary of $100,000 upon the Company generating
$1,000,000 in revenue during any three (3) month period. Effective August 15, 2016, the Agreement was amended and restated. Upon
the Company generating $1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), Mr.
Khatib will receive salary at the rate of $100,000 annually (the “Base Salary”); provided, however, that that Company
shall pay to Executive $5,000 per month (the “Monthly Salary Advance”) commencing on August 15, 2016, which such Monthly
Salary Advance shall be an advance on the Base Salary and shall continue to be paid to Executive until such time that the Company
launches its Guardian Patch technology into the consumer markets. Once the Threshold Requirement is met, the Base Salary
will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s
payroll policy and practices. Mr. Khatib’s Base Salary may from time to time be increased, but not decreased, by the
Board, in its absolute discretion, including potential bonuses.
Except
as set forth above, there is no understanding or arrangement between Mr. Khatib and any other person pursuant to which he was
appointed as an executive officer and director. Mr. Khatib does not have any family relationship with any director, executive
officer or person nominated or chosen by us to become a director or an executive officer. Mr. Khatib has not had direct or indirect
material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding
$120,000.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GBT
TECHNOLOGIES INC.
By:
/s/Mansour Khatib
Name:
Mansour Khatib
Title: Chief Executive Officer
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Date:
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April
14, 2020
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Santa
Monica, California
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