Current Report Filing (8-k)
June 09 2020 - 5:15PM
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 8, 2020
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
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
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 June 4, 2019, the Company consummated a Securities Purchase
Agreement with Odyssey Capital Funding, LLC (“Odyssey”)
for the purchase of a $525,000 Convertible Promissory Note
(“Odyssey Convertible Promissory Note”). On June
8, 2020 the Company and Odyssey amended the Odyssey Convertible
Promissory Note through an Amendment, Abatement, And Extension
Agreement For Convertible Promissory Note dated June 3, 2019
(“Odyssey Amendment”), attached hereto as Exhibit 10.1,
to a six month non-convertible term loan (“Odyssey Term
Loan”). The Odyssey Term Loan includes the remaining
principal balance of $475,850 and accrued interest of $135,000 for
a combined Odyssey Term Loan balance of $610,850. The $610,850 is
due in six months bearing 0% interest for three months and 10% per
annum thereafter. There is no conversion feature in the Odyssey
Term Loan. Odyssey converted 52,961,921 shares of the
Company’s common stock into the open market since June 4,
2019. Odyssey agreed to receive payments on the Odyssey Term Loan
from first monies raised from any Company financing during efforts
in the next six months if prior to the due date. The Company is
attempting to restructure all remaining toxic debt
obligations.
Item 2.03 Creation of Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
See the disclosures under Item 1.01 of this Current Report on Form
8-K, incorporated herein by this reference.
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 June 9, 2020, 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.
Exhibit Number
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Exhibit
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Amendment,
Abatement, And Extension Agreement For Convertible Promissory Note
Dated June 3, 2019
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Press
Release dated June 9, 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.
TPT GLOBAL TECH, INC.
By:/s/ Stephen J. Thomas
III
Stephen
J. Thomas III,
Title:
Chief Operating Officer
Date:
June 9, 2020
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