Current Report Filing (8-k)
June 11 2019 - 4:33PM
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: June 4, 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
1.01 Entry into a Material Definitive Agreement
SpeedConnect,
LLC Asset Purchase Agreement Amendment
Effective
April 3, 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. The Asset Purchase Agreement was completed on June 10, 2019 with the final payment by the Company of $750,000. This
final payment included a discount of $250,000 from the original $1,000,000 remaining balance. The discount was given by the seller
and both the seller and the Company agreed that this would be provided as additional working capital. The Company was able to finance
the remaining payment with the help of financing agreements described herein. A copy of the Asset Purchase Agreement Amendment
is attached hereto as Exhibit 10.1.
Crestmark
Bank Promissory Note and Business Term Loan Agreement
On
June 4, 2019, TPT the Company finalized a financing agreement dated May 28, 2019 with Crestmark Bank (“Crestmark”)
for a promissory note of $500,000 (“Promissory Note”). The Promissory Note is due May 1, 2022, pays interest at the
prime rate plus 6% per annum. Payments for the first year are interest only and then payment for the next two years are principal
and interest such that the promissory note is paid in full on May 1, 2022. The Promissory Note is collateralized by assets of
a related party investor. The Promissory Note and Business Term Loan Agreement are attached hereto as Exhibit 10.2.
Odyssey
Capital Funding, LLC Securities Purchase Agreement and Convertible Promissory Note
On
June 5, 2019, the Company finalized a Securities Purchase Agreement dated June 4, 2019 with Odyssey Capital Funding, LLC. (“Odyssey”)
for the purchase of a $525,000 Convertible Promissory Note (“Convertible Promissory Note”). The Convertible Promissory
Note is due June 3, 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 convert all 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 55% 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 full at 125% to 145% up to 180 days from origination. The Securities Purchase
Agreement is attached hereto as Exhibit 10.3. The Convertible Promissory Note is attached hereto as Exhibit 10.4.
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 Executive Officer
Date:
June 11, 2019
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