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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 20, 2025
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)) |
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☐ | 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 | | Trading Symbol | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below regarding the reverse stock split described therein is incorporated by reference into this Item 3.03.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
On February 20, 2025, a majority of the Shareholders and the Board of Directors considered that it is in the best interest of the shareholders to restructure the common capital of the TPT Global Tech, Inc. (the “Company”), and so the Board has determined to Amend the Articles of Incorporation to amend the capital structure of the Company by a reverse split which shall be followed effective the following day by a forward split.
Each share of issued and outstanding Common Stock as of a record date of to be determined, will be reverse split on a one new share for (depending on the market value near date of the reverse stock split) 500,000 to 2,168,000 old shares basis, rounding up fractional shares to the next whole share, followed by a forward split of 100 for one common share effective the following day, and the actions shall be effective on the beneficial owner level so that adjustments by issuance of shares at the beneficial owner level may be made by the transfer agent when necessary information has been provided by DTCC and an amendment to the Articles of Incorporation shall be filed with the Secretary of State of Florida, after FINRA processes the corporate action. The effective date shall be determined upon approval by FINRA of the corporate action, by the CEO in his discretion. The actual reverse stock split shares within the range will be determined by the Board of Directors based on market conditions at the time determined necessary by FINRA and appropriately filed with the State of Florida.
This action requires the approval of the Financial Industry Regulatory Authority (“FINRA”). The reverse split in the market is pending FINRA approval and may be delayed while waiting for approval.
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 27, 2025, the Company issued a press release entitled “TPT Global Tech Joins SAMENA Council to Bring VuMe Live Super App and Other High Value Partnership Innovations to Telecom Operators in the SA-ME-NA & Africa Regions.” 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: | March 3, 2025 | |
EXHIBIT 99.1
TPT Global Tech Joins SAMENA Council to Bring VuMe Live Super App and Other High Value Partnership Innovations to Telecom Operators in the SA-ME-NA & Africa Regions
Topic: Partnerships
Thursday, 27 February 2025 01:25 PM
SAN DIEGO, CALIFORNIA / ACCESS Newswire / February 27, 2025 / TPT Global Tech, Inc. www.tptglobaltech.com (“TPTW or the Company”) (OTC PINK:TPTW) is pleased to announce that TPT Global Tech has officially joined as a new member of SAMENA Telecommunications Council (www.samenacouncil.org), a leading regional trade association serving as a unified voice for Telecom Operators,. This strategic partnership underscores TPT Global Tech’s commitment to driving digital transformation across the Middle East and Africa through its VüMe Live Super App, offering telecom operators a comprehensive platform to enhance customer engagement, improve operational efficiency, and diversify revenue streams.
As a SAMENA Council member, TPT Global Tech will contribute to regional policy discussions, digital infrastructure initiatives, and technological advancement. This membership enhances the company’s ability to partner with regional operators, providing essential solutions to drive business growth and facilitate their evolution into Super App providers.
The VüMe Live Super App (www.vumesuperapp.com), TPT Global Tech’s flagship product, integrates communications, entertainment, e-commerce, and digital payment services into a single platform. VüMe Live ‘s next-generation platform enables telecom operators to expand their service offerings, accelerating digital adoption throughout these rapidly evolving regions.
Bocar BA, CEO & Board Member of SAMENA Council welcomes the new partnership: “We are delighted to welcome TPT Global Tech to the SAMENA Council. Their VüMe Live Super App represents an innovative solution for telecom operators in the Middle East and Africa by consolidating multiple essential services into one platform. This aligns with the Council’s mission to promote digital transformation across the region’s telecommunications sector and facilitate the Telco to TechCo evolution. TPT Global Tech’s advanced technology will be instrumental in enhancing operator capabilities, developing new revenue models, and delivering superior customer experiences.”
Stephen J. Thomas, Chairman & CEO of TPT Global Tech, stated: “Joining the SAMENA Council represents a significant milestone for TPT Global Tech as we expand our presence in the Middle East and Africa. The VüMe Live Super App equips telecom operators with tools to deliver personalized services, expand product offerings, and strengthen customer relationships. Through features including live television, video streaming, digital payments, and e-commerce functionality, operators can attract and retain customers while developing new revenue channels. We anticipate productive collaborations with SAMENA Council and its members to advance the region’s digital transformation.”
https://youtu.be/ZczkTzlhvYI
About SAMENA Telecommunications Council
The SAMENA Telecommunications Council is a premier industry association that serves as the unified voice for telecommunications and digital service providers throughout the South Asia, Middle East, and North Africa region. Established to foster collaboration and innovation, SAMENA Council brings together operators, technology providers, and regulatory bodies to address critical industry challenges and opportunities. The Council actively advocates for policies that promote sustainable industry growth, digital inclusion, and technological advancement across its member nations. Through high-level industry forums, specialized working groups, and strategic partnerships, SAMENA Council facilitates knowledge exchange and creates platforms for meaningful dialogue between stakeholders, ultimately contributing to the acceleration of digital transformation initiatives and the development of robust digital economies across the region. For more information, visit www.samenacouncil.org
About TPT Global Tech
TPT Global Tech continues to push boundaries in telecommunications and technology solutions, positioning itself as an emerging leader in the sector. With recent strategic expansions and innovative product launches, the company remains committed to delivering cutting-edge services while creating sustainable value for stakeholders. The upcoming release of their VüMe Live entertainment and social community super App represents a significant milestone, offering users an integrated platform that combines social networking with premium entertainment features, further solidifying TPT’s innovative position in the digital ecosystem. For more information, visit www.tptglobaltech.com
For more information about TPT Global Tech and its subsidiaries, please visit www.tptgloabltech.com.
For media or Investment inquiries, please contact: Rick@tptglobaltech.com
https://www.samenacouncil.org/samena_daily_news?news=104616
SOURCE: TPT Global Tech, Inc.