Amended Current Report Filing (8-k/a)
July 23 2019 - 7:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: May 8, 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:
None
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. ◻
EXPLANATORY
NOTE
This Form 8-K/A is being filed to disclose the fact that audited
financial statements of an acquiree, required pursuant to an
acquisition by TPT Global Tech, Inc., of the Speed Connect assets
will be late in being filed as required, by the rules of the
Securities Exchange Commission .
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, as reported under Item 1.01 on Form 8-K dated
May 8, 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 $1.75 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 payments were
subsequently made under the Promissory Note, which total payments
were reduced to $750,000 by the Seller. 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 by August 31, 2019.
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.
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 9.01 Exhibits
The following exhibits were filed with the
original Form 8-K dated May 8, 2019.
Exhibit Number
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Exhibit
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10.1
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10.2
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10.3
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10.4
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99.1
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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: July
22, 2019
2
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