Current Report Filing (8-k)
May 28 2019 - 4:57PM
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 21, 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
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
Securities
Purchase Agreement – Geneva Roth Remark Holdings, Inc.
On
May 21, 2019, the Company consummated a Securities Purchase Agreement dated May 15, 2019 with Geneva Roth Remark
Holdings, Inc. (“Geneva Roth”) for the purchase of a $58,000 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 May 15, 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.
Smartphone Division Lion Universe Purchase Order
On
May 22, 2019, TPT Global Tech, Inc. (“the Company”) announced that its Smartphone Division Lion Universe signed a
$2.4M Purchase Order with Argentinean Import Company GO 2 FUTURE S.A. located in Buenos Aries, Argentina. The 3D Lion
Universe Smartphone will be the first
Full HD Naked Eye 3D
Smartphone without 3D glasses ever launched
in Argentina. The mobile 3D technology is patent pending. The Lion 3D Smartphone Phone was designed for consumers
looking for portable and affordable cutting-edge technology. The Company's first generation phones come equipped with
full high definition resolution screen for better viewing. This Full HD Naked Eye 3D smartphone is perfect for watching
movies, playing games, even editing photos or videos.
The terms include 50% down and 100% payment prior to
shipment which was based on 12,000 phone commitment. The terms allow the Company to fulfill this purchase order.
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
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 22, 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 Executive Officer
Date:
May 28, 2019
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