Current Report Filing (8-k)
March 03 2020 - 1:31PM
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: February 25, 2020
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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333-222094
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81-3903357
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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
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Title
of each Class
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Trading
Symbol
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Name of
each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On February 25, 2020, TPT Global Tech, Inc. (the
“Company”) entered into an Agreement for the Purchase
and Sale of Future Receipts (“Advantage Merchant
Agreement”) with Advantage Capital Funding. The balance to be
purchased and sold is $716,720 for which the Company received
$500,000, net of fees. Under the Advantage Merchant Agreement, the
Company will pay $14,221 per week for 50 weeks. The Advantage
Merchant Agreement includes a guaranty by the CEO of the Company,
Stephen J. Thomas III. The Advantage Merchant Agreement is attached
hereto as Exhibit 10.1.
In addition, the Company entered into a Secured Promissory Note
with a third party for $90,000 dated February 14, 2020. The Secured
Promissory Note is secured by the assets of the Company and is due
June 14, 2020 or earlier in case the Company is successful in
raising other monies and carries an annual interest charge of 10%
payable with the principal. The Secured Promissory Note is also
convertible at the option of the holder into an equivalent amount
of Series D Preferred Stock. The Secured Promissory Note also
includes a guaranty by the CEO of the Company, Stephen J. Thomas
III. The Secured Promissory Note is attached hereto as Exhibit
10.2.
Some of the funds from the Advantage Merchant Agreement and the
Secured Promissory Note were used to pay off the remaining balance
of $97,000, including premium and accrued interest, of the
Convertible Promissory Notes with JSJ Investments and the remaining
Convertible Promissory Note to Geneva Roth of $63,086, including
premium and accrued interest. These payments are part of a decrease
in the Company’s convertible promissory notes as a result of
balance pay offs and conversions that has increased
outstanding common shares to 438,746,178 as of February 27,
2020.
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 February 18, 2020 and March 2, 2020, the Company issued press
releases. A copy of each press release is attached hereto as
Exhibit 99.1 and 99.2.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form
8-K.
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Exhibit Number
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Exhibit
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Agreement
for the Purchase and Sale of Future Receipts
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Secured
Promissory Note
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Press
Release dated February 18, 2020
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Press
Release dated March 2, 2020
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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.
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TPT GLOBAL TECH, INC.
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Date:
March
3, 2020
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By:
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/s/ Stephen
J. Thomas III,
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Stephen
J. Thomas III,
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Title:
Chief
Executive Officer
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