Current Report Filing (8-k)
April 22 2019 - 3:54PM
Edgar (US Regulatory)
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: April 16, 2019
TPT
Global Tech, Inc.
(Exact
name of registrant as specified in its charter)
|
Florida
|
|
333-222094
|
|
81-3903357
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification Number)
|
501
West Broadway, Suite 800, San Diego, CA 921101
(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))
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
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 13(a) of the Exchange Act.
¨
Item
1.01 Entry into a Material Definitive Agreement
On
April 16, 2019, TPT Global Tech, Inc. (“the Company”) consummated a Securities Purchase Agreement dated April 12,
2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of a $65,000 convertible promissory
note (“Convertible Promissory Note”). This Convertible Promissory Notes is part of a larger investment term sheet
with Geneva Roth, at their option, to invest in TPT Global Tech, Inc. for up to $975,000. The Convertible Promissory Note is due April
12, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time,and at any time during the period beginning
180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding
balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price
is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous
20 trading days prior to the applicable conversion date. The Convertible Promissory Note
may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination.
Item
2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
disclosures under Item 1.01 of this Current Report on Form 8-K.
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.
TPT
Global Tech, Inc.
By:
/s/
Stephen J. Thomas III
Stephen
J. Thomas III,
Title:
Chief Operating Officer
Date:
April 22, 2019
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