GTII Global Tech Industries Group Inc (CE)

 

 

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 (Date of earliest event reported): August 1, 2024

 

Global Tech Industries Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		000-10210		90-1604380
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

511 Sixth Avenue, Suite 800

New York, NY 10011

(Address of Principal Executive Offices) (Zip Code)

 

(212) 204-7926

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction 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 240.13(c)(c))

 

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

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class		Trading Symbol		Name of each exchange on which registered
Common Stock		GTII		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c) Effective as of August 1, 2024, Global Tech Industries Group, Inc.’s (the “Company”) board of directors (the “Board”) appointed Afshin Luke Rahbari as the Chief Executive Officer and member of the Board and as Chief Executive Officer of any other subsidiary of the Company as reasonably requested by the Company. Mr. Rahbari fills the office vacated by David Reichman, who has retired, subsequent to a previously approved succession plan, effective August 1, 2024, from his role as Chief Executive Officer. Mr. Reichman shall remain Chairman of the Board of the Company.

 

Mr. Rahbari, age 57, has served as the Company’s Chief Operating Officer since May 1, 2024. The Company had originally retained the services of Mr. Rahbari as a management consultant effective December 1, 2023 to assist the Board in refocusing its short and long-term corporate goals, including a retirement and succession plan for its senior management.

 

There is no arrangement or understanding between Mr. Rahbari and any other persons pursuant to which Mr. Rahbari was appointed to his positions. There are no family relationships between Mr. Rahbari and any of the Company’s officers or directors. Other than as described below, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Rahbari has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with his appointment and/or continued service in his current positions, the Company, and/or other Company subsidiaries may provide additional compensation to Mr. Rahbari in the future.

 

Mr. Rahbari’s Employment Agreement Summary

 

As previously disclosed on the Company’s Current Report on Form 8-K dated July 9, 2024 (the “July 8-K”), the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Rahbari pursuant to which Mr. Rahbari was appointed as the Company’s Chief Operating Officer, effective as of May 1, 2024. The Employment Agreement further memorialized Mr. Rahbari’s future appointment to Chief Executive Officer on or about August 1, 2024, subject to the terms and conditions of the Agreement. Mr. Rahbari’s compensation is equity based such that Mr. Rahbari is eligible to receive in tranches up to an aggregate of twenty-four million (24,000,000) shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), through the fiscal year ending December 31, 2026. In addition, Mr. Rahbari may receive a discretionary performance-based bonus of ten million (10,000,000) shares of Common Stock upon the occurrence of certain performance goals and conditions as set forth in the Employment Agreement.

 

The foregoing description of the Employment Agreement is a summary only, does not purport to set forth the complete terms of the Employment Agreement and is qualified in its entirety by reference to the form of the Employment Agreement as Exhibit 10.1 to the July 8-K and hereby incorporated by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On August 5, 2024, the Company issued a press release announcing that it will name Mr. Rahbari as the Company’s Chief Executive Officer and Mr. Reichman’s retirement from the Company’s Chief Executive Officer position. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report 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 unless specifically provided otherwise. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Employment Agreement between Global Tech Industries Group, Inc. and Afshin Luke Rahbari (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 9, 2024).
99.1*		Press Release dated August 5, 2024.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Global Tech Industries Group, Inc.
Date: August 5, 2024	By:	/s/ Afshin Luke Rahbari
	Name:	Afshin Luke Rahbari
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

Global Tech Industries Group, Inc. Announces

Luke Rahbari’s Appointment as Chief Executive Officer

 

New York, NY, August 5, 2024 (GLOBE NEWSWIRE) (OTC: GTII) Global Tech Industries Group, Inc. (“GTII” or the “Company”), www.gtii-us.com, announced today that Mr. Luke Rahbari, having previously signed an employment agreement with the Company on July 2, 2024, has officially stepped into the position of Chief Executive Officer effective as of August 1, 2024. Mr. Reichman simultaneously retired from his position as CEO, and will continue to support Mr. Rahbari in his endeavors as he takes the helm of GTII. At a board meeting, held on July 31, 2024, Mr. Rahbari’s appointment as Chief Executive officer and as a member of the Board of Directors was confirmed by the Board of Directors by a unanimous vote.

 

David Reichman, Chairman of the Company stated, “After many years of leading GTII, I am retiring from my role as CEO. It has been an incredible journey, and I am immensely proud of what we have achieved together. I have full confidence in Mr. Rahbari and believe his vision and leadership will take our company to new heights. During this transition period, I will be working closely with Mr. Rahbari to ensure a smooth handover and continued success for GTII.”

 

About GTII: GTII is incorporated in the State of Nevada, specializing in the pursuit of acquiring new and innovative technologies. For more information, please visit https://gtii-us.com/, and you may follow our Company at: www.otcmarkets.com/stock/GTII.

 

Please follow our Company at: www.otcmarkets.com/stock/GTII

 

Safe Harbor Forward-Looking Statements:

 

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are relating to the Company’s future financial and operating performance. All statements, other than statements of historical facts, included herein are “forward-looking statements” including, among other things, statements about the Company’s beliefs and expectations. These statements are based on current expectations, forecasts, and assumptions that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Potential risks and uncertainties include, but are not limited to, risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 16, 2024, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 14, 2023, and in the Company’s other filings with the SEC at www.sec.gov. We have incurred and will continue to incur significant expenses in our development stage, noting that there is no assurance that we will generate enough revenues to offset those costs in both the near and long term. New lines of business may expose us to additional legal and regulatory costs and unknown exposure(s), the impact of which cannot be predicted at this time.

 

Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, because of new information, future events or otherwise.

 

Global Tech Industries Group, Inc.

511 Sixth Avenue, Suite 800

New York, NY 10011

Info@gtii-us.com

 

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Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Aug. 01, 2024
Entity File Number	000-10210
Entity Registrant Name	Global Tech Industries Group, Inc.
Entity Central Index Key	0000356590
Entity Tax Identification Number	90-1604380
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	511 Sixth Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	New York
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Entity Address, Postal Zip Code	10011
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GTII
Entity Emerging Growth Company	false

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