Current Report Filing (8-k)
May 13 2019 - 3:51PM
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: May 7, 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 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))
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
2.01 Completion of Acquisition or Disposition of Assets
Effective
April 3, 2019, and reported under Item 1.01 on Form 8-K dated April 8, 2019, TPT Global Tech, Inc. (the “Company”)
entered into an Asset Purchase Agreement with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the
assets of SpeedConnect for $2 million and the assumption of certain liabilities.
On
May 7, 2019, TPT Global Tech, Inc. (the “Company”) closed the transaction underlying the Asset Purchase Agreement dated
with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect for $2 million and
the assumption of certain liabilities. The Asset Purchase Agreement required a deposit of $500,000 made in April and an additional
$500,000 payment to close. The additional $500,000 was paid and all other conditions were met to effectuate the sale of substantially
all of the assets of SpeedConnect to the Company. As part of the closing, the Company entered into a Promissory Note to pay SpeedConnect
$1,000,000 in two equal installments of $500,000 plus applicable interest at 10% per annum with the first installment payable within
30 days of closing and the second installment payable within 60 days of closing. The Company is required to have SpeedConnect’s
financial information audited for the last two years, which audits are in process and expected to be completed within regulatory
requirements.
Item
2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
disclosures under Item 2.01 of this Current Report on Form 8-K.
In
conjunction with the close of the SpeedConnect transaction, the Company entered into an Agreement for the Purchase and Sale of
Future Receipts dated May 8, 2019 (“Financing Agreement”). The balance to be purchased and sold is $753,610 for which
the Company received $527,000. Under the Financing Agreement, the Company will pay $18,840.25 per week until fully paid which is
expected to be in February 2020. The Financing Agreement includes a guaranty by the CEO of the Company, Stephen Thomas.
Item
7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed"
for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
Section. The information in this Current Report on Form 8-K 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.
On May 13, 2019, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.
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:
May 13, 2019
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