GLOBAL TECHNOLOGIES LTD (Form: 8-K, Received: 09/03/2025 17:11:15)

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 3, 2025 (August 28, 2025)

Global Technologies, LTD

(Exact name of registrant as specified in its charter)

Delaware

000-25668

86-0970492

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

806 Green Valley Rd, Suite 200, Greensboro, NC		27408
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (973) 233-5151

Not Applicable

(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 (see General Instruction A.2. below):

☐	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))

SEC 873 (07-24)

Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		GTLL		OTC Markets “PINK”

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 August 28, 2025, Global Technologies, Ltd. (the “Company”) entered into a Series P Preferred Stock Subscription Agreement (the “Subscription Agreement”) and a related Revenue Sharing Agreement (the “RSA”) with accredited investors (the “Investors”) in connection with the Company’s private placement of Series P Preferred Stock (the “Series P”). Pursuant to the Subscription Agreement, Investors may purchase up to $750,000 of Series P at a purchase price of $1.00 per share. Each Investor also enters into an RSA with the Company under which the Investor is entitled to quarterly distributions equal to five percent of the net revenues generated by Primecare Supply, LLC and PulseAi, and five percent of the gross revenues generated by GTLL Advisory Group, LLC (d/b/a GloWell Advisors), until such Investor has received cumulative payments equal to two hundred percent of the original purchase price of the Series P shares purchased.

As of the date of this filing, the Company has received interests for the purchase of 200,000 shares of Series P.

Item 3.02 Unregistered Sales of Equity Securities.

The information required to be disclosed under this Item 3.02 is set forth above under Item 1.01.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 20, 2025, the Board of Directors approved a Certificate of Designation (the “Certificate”) establishing the rights, preferences, limitations, and privileges of the Series P Preferred Stock (“Series P”). The Certificate authorizes the issuance of up to 750,000 shares of Series P, each with conversion rights into one share of common stock at the option of the holder, voting rights of 1,000 votes per share, a six-month lock-up period, and a liquidation preference senior to common stock and junior to Series N Preferred Stock. Holders are also entitled to receive quarterly revenue share distributions equal to five percent of the net revenues of Primecare Supply, LLC and PulseAi and five percent of the gross revenues of GTLL Advisory Group, LLC (d/b/a GloWell Advisors), until each holder has received two hundred percent of their original investment. The Certificate of Designation will be filed with the Delaware Secretary of State on or before September 5, 2025. A copy of the Certificate of Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing descriptions of the Subscription Agreement, the RSA, and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, and 3.1, respectively.

Item 7.01 Regulation FD Disclosure.

On August 28, 2025, the Company updated its corporate presentation. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company intends to use this presentation in communications with current and prospective stakeholders.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits (Revised)

(d) Exhibits

	●	Exhibit 3.1 – Certificate of Designation of Series P Preferred Stock

	●	Exhibit 10.1 – Series P Subscription Agreement

	●	Exhibit 10.2 – Revenue Sharing Agreement

	●	Exhibit 99.1 – Corporate Presentation (furnished pursuant to Item 7.01)

	●	104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

GLOBAL TECHNOLOGIES, LTD
(Registrant)

Date September 3, 2025
	/s/ H. Wyatt Flippen
	(Signature)*

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

CERTIFICATE OF DESIGNATION,

PREFERENCES, LIMITATIONS AND RIGHTS

SERIES P PREFERRED STOCK,

$0.01 PAR VALUE PER SHARE

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Global Technologies, Ltd., a Corporation Incorporated under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on August 20, 2025 pursuant to authority of the Board of Directors as required by Section 151 of the General Corporation Law of the State of Delaware.

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation and Bylaws of the Corporation, each as amended or amended and restated through the date hereof, the Board hereby designates a series of the Corporation’s previously authorized Preferred stock, par value $.01 per share (the “Preferred Stock”) as its Series P Preferred Stock, and hereby states the number of authorized shares, and the relative rights, preferences, limitations, privileges, powers and restrictions thereof are and shall be as set forth on the attached Annex A.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Preferences, Limitations and Rights to be signed by its duly authorized officer(s) as of the 20th day of August 2025.

	GLOBAL TECHNOLOGIES, LTD.

	By:
		Chief Executive Officer & Chairman

ANNEX A

SERIES P PREFERRED STOCK

1) Designations and Amounts

The Board of Directors of the Company, pursuant to authority granted in the Certificate of Incorporation, hereby creates a series of preferred stock designated as Series P Preferred Stock (the “Series P Preferred Stock”) with a stated value of $0.01 par value per share. The number of authorized shares constituting the Series P Preferred Stock shall be Seven Hundred Fifty Thousand (750,000) shares.

2) Dividends

The holders of Series P Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3) Voting

a) Except as otherwise provided herein, each outstanding share of Series P Preferred Stock shall have 1,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series P Preferred Stock shall have a ratable number of votes). The outstanding shares of Series P Preferred Stock shall vote together with the outstanding shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Corporation as a single class exclusively with respect to any matters brought before shareholders for a vote except to the extent required under the DGCL.

4) Conversion Rights

Each Share of Series P Preferred Stock shall be convertible into one (1) share of the Corporation’s Common Stock at any time at the option of the holder.

b) In the event of a reverse stock split, the conversion ratio shall not be adjusted. For example, a holder of 25,000 Series P Preferred Stock shall receive 25,000 Shares of Common Stock upon conversion regardless of the reverse split ratio.

c) No fractional shares shall be issued upon conversion; any fractional share shall be rounded down to the nearest whole share.

d) The method of conversion shall require the holder to provide written notice and comply with the procedures set by the Corporation or its transfer agent.

5) Revenue Participation

(a) Entitlement. Each holder of Series P Preferred Stock (a “Holder”) shall be entitled to receive, on a pro rata basis, revenue participation distributions equal to five percent (5%) of the Net Revenues generated by Primecare Supply, LLC and PulseAi, and five percent (5%) of the Gross Revenues generated by GTLL Advisory Group, LLC (d/b/a GlowWell Advisors), until such time as such Holder has received cumulative distributions equal to two hundred percent (200%) of the original purchase price paid for such Holder’s Series P Preferred Stock (the “Maximum Return”).

(b) Payment Mechanics.

	●	Commencement. Distributions shall commence with the first full fiscal quarter following the date of issuance of the Series P Preferred Stock to such Holder.

	●	Timing. All distributions shall be calculated within thirty (30) calendar days after the end of each fiscal quarter and paid no later than forty-five (45) calendar days after such quarter-end.

	●	Form of Payment. Payments shall be made in U.S. dollars by electronic transfer (wire or ACH) to an account designated by the Holder.

	●	“Net Revenues” means gross cash receipts actually received by Primecare Supply, LLC and PulseAi, less direct pharmacy and reseller costs.

	●	“Gross Revenues” means all cash receipts actually received by GTLL Advisory Group, LLC (d/b/a GlowWell Advisors), without deduction.

(d) Deferrals. In the event that the Company does not have sufficient available cash to make any distribution when due, the unpaid portion shall accrue as a continuing obligation of the Company, to be carried forward and paid in subsequent quarters as cash flow permits, until fully satisfied.

(e) Late Payments. Any distribution not made within forty-five (45) calendar days after

quarter-end shall be deemed late. The Company shall promptly notify Holders of the reason for any such delay and the expected payment date. No interest shall accrue on unpaid balances so long as the Company uses commercially reasonable efforts to make such payments at the earliest practicable date.

(f) Acknowledgment of Risk. Holders acknowledge and agree that all distributions under this Section are expressly dependent upon the generation of sufficient revenues by the Company and its subsidiaries. No assurance is made, and no guarantee is given, that such revenues will be generated or that distributions will be made on a timely basis.

6) Lock-Up Period

For the avoidance of doubt, the “Lock-Up Period” with respect to the Series P Preferred Stock shall mean the six (6) month period beginning on the date of issuance of such shares, during which time Holders agree not to convert such shares into Common Stock or transfer, assign, or otherwise dispose of such shares or any Common Stock issuable upon conversion thereof.

This restriction is intended to ensure orderly treatment of the Company’s capital structure, particularly in connection with any corporate actions such as stock splits, reverse splits, uplistings, or other restructuring events. Following the expiration of the Lock-Up Period, Series P Preferred Stock may be converted and any resulting Common Stock may be transferred, subject to applicable securities laws and Company policies then in effect.

7) No Anti-Dilution / Derivative Liability

The Series P Preferred Stock shall not include any floating conversion, reset, ratchet, or other anti-dilution provisions. The Series is structured to avoid derivative liability under ASC 815.

8) Liquidation

a) The Series P Preferred Stock shall rank senior to the Common Stock and junior to the Series N Preferred Stock as to any distribution of assets upon a liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary (a “Dissolution”). For the avoidance of doubt, but without limiting the foregoing, neither the merger or consolidation of the Corporation with or into any other entity, nor the sale, lease, exchange, or other disposition of all or substantially all of the Corporation’s assets shall, in and of itself, be deemed to constitute a Dissolution.

b) In the event of any voluntary or involuntary Dissolution of the Corporation, and after payment or provision for payment of debts and liabilities and liquidation preferences of any senior securities (including the Series N Preferred Stock), the remaining assets of the Corporation available for distribution shall be distributed among the holders of the Series P Preferred Stock and Common Stock pro rata, treating the Series P Preferred Stock as if it had been converted into Common Stock immediately prior to such Dissolution.

c) In the event of a Dissolution involving the distribution of assets other than cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of such assets. Upon receipt of the appraiser’s valuation, the Corporation shall provide prompt written notice to each holder of Series P Preferred Stock. Any equity securities of other entities to be distributed shall be valued as follows:

(i) if listed on a national securities exchange or NASDAQ, the last sale price on the principal trading market on such date (or next preceding trading date, if unavailable);

(ii) if traded over-the-counter, the closing bid price as quoted on the OTC Bulletin Board, Pink Sheets, or equivalent;

(iii) if neither (i) nor (ii) is applicable, the fair market value as reasonably determined in good faith by the Board of Directors.

9) Redemption and Transfer Restrictions.

a) Shares of Series P Preferred Stock shall be uncertificated and represented in book-entry form on the books of the Corporation.

b) Series P Preferred Stock shall not be transferable by the holder except in connection with the conversion of such shares into Common Stock, or with the prior written consent of the Corporation, which may be granted or withheld in its sole discretion. Any such permitted transfer shall be subject to applicable securities laws and the Corporation’s internal transfer procedures.

c) The Corporation may, at its sole option and with the written consent of the holder, redeem Series P Preferred Stock at a redemption price equal to $1.00 per share (the original issue price), provided that such redemption does not impair the Corporation’s capital or violate applicable law.

d) Notice of the foregoing restrictions on transfer and the terms of any redemption shall be provided to holders in accordance with Section 151 of the Delaware General Corporation Law and any applicable rules of the transfer agent, if one is appointed.

10) No Impairment

The Corporation shall not take any action that impairs the rights of Series P holders, including amending its governing documents or engaging in reorganization, transfer of assets, merger, or similar actions without honoring the terms herein.

11) Loss, Theft, Destruction

Upon satisfactory evidence of loss, theft, or destruction of Series P Preferred Shares, and indemnity if required, the Corporation shall issue a replacement.

12) Notices

Holders of Series P Preferred Stock shall be entitled to all communications sent to Common Stockholders. Notices shall be delivered in person, by mail, or through public newswire or market announcement.

13) Severability

If any right, preference, or limitation of the Series P Preferred Stock set forth herein is found to be invalid, unlawful, or incapable of being enforced by reason of any rule, law, or public policy, all other rights, preferences, and limitations set forth herein that can be given effect without the invalid, unlawful, or unenforceable provision shall nevertheless remain in full force and effect.

No right, preference, or limitation herein shall be deemed dependent upon any other such right, preference, or limitation unless expressly stated.

If to the Corporation:

Global Technologies, LTD.

806 Green Valley Road, Suite 200

Greensboro, NC 27408 USA

If to the holders of the Series P Preferred Stock:

To the address listed in the Corporation’s books and records.

The foregoing Certificate of Designation was adopted by the Board of Directors of the Corporation pursuant to Section 151 of the General Corporation Law of the State of Delaware on July 25, 2025.

IN WITNESS WHEREOF, Global Technologies, Ltd. has caused this Certificate of Designation of Series P Preferred Stock to be executed by its duly authorized officer on this____day of___________, 2025.

GLOBAL TECHNOLOGIES, LTD.

By:
	H. Wyatt Flippen
	Chief Executive Officer & Chairman

ANNEX B

CONVERSION NOTICE

(Global Technologies, Ltd. – Series P Preferred Stock)

(To be completed and executed by the Holder in order to convert Series P Preferred Stock)

The undersigned Holder of shares of Series P Preferred Stock of Global Technologies, Ltd. (the “Company”) hereby irrevocably elects to convert the number of shares of Series P Preferred Stock indicated below into shares of Common Stock of the Company according to the terms and conditions of the Certificate of Designation of Series P Preferred Stock.

1.	Date of Conversion: _________________

2.	Number of Series P Preferred Shares to be Converted: _________________

3.	Conversion Ratio: 1 share of Series P Preferred = 1 share of Common Stock

4.	Number of Common Shares to be Issued: ____________________

5.	Method of Delivery (choose one):

	☐	Electronic book-entry at transfer agent

	☐	Physical certificate

Please issue the Common Stock in the following name and account:

Name: ______________________________

Address: ____________________________

Tax ID / SSN: _________________________

DTC/Account No. (if applicable): __________

The undersigned represents and warrants that it is the owner of the shares of Series P Preferred Stock being converted and that such shares are free from liens, encumbrances, or restrictions, other than those imposed by applicable securities laws.

_______________________

(Signature of Holder)

Print Name: _________________

Date: ______________________

Exhibit 10.1

SERIES P PREFERRED STOCK SUBSCRIPTION AGREEMENT

This SERIES P PREFERRED STOCK Subscription Agreement (the “Agreement”) is made as of the date set forth below by and between Global Technologies, LTD, a Delaware corporation (“GTLL” or the “Company”), and the undersigned subscriber (“Subscriber”).

1. Offering

The Company is offering to a limited number of accredited investors up to $750,000 (the “Offering”) pursuant to Regulation D, Rule 506(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering consists of:

●

A Revenue Share Agreement (the “RSA”), providing the Subscriber with a royalty equal to

	○	5% of net revenues from PulseAi and Primecare Supply, LLC, and
	○	5% of gross revenues from GTLL Advisory Group, LLC (DBA GlowWell Advisors), until the Subscriber has received 200% of their original investment; and

●

An equity bonus of one (1) Series P Preferred Share of GTLL for each $1 invested, with rights and preferences as set forth in the Certificate of Designation.

2. Subscription and Payment

The Subscriber hereby subscribes to invest $_________________in the Offering (the “Subscription Amount”), subject to acceptance by the Company. Payment shall be made by wire transfer or other form acceptable to the Company upon execution of this Agreement.

3. Revenue Share Terms

The Subscriber shall be entitled to receive quarterly payments equal to the pro rata portion of the royalty described above, in accordance with the RSA. Payments will continue until the Subscriber receives a 2x return on invested capital, at which point the revenue share will terminate.

4. Series P Preferred Share Rights

Each $1 invested entitles the Subscriber to receive one (1) Series P Preferred Share, with the following rights as set forth in the Certificate of Designation:

	●	Convertible into 1 share of GTLL Common Stock at any time.
	●	Subject to a 6-month lock-up from the date of issuance.
	●	Adjusted for forward or reverse stock splits or stock dividends to preserve parity.
	●	No anti-dilution rights.
	●	Structured to avoid derivative liability under ASC 815.
	●	Entitled to revenue participation as set forth above.

5. Representations of Subscriber

The Subscriber represents and warrants to the Company that:

	●	The Subscriber is an “Accredited Investor” under Rule 501(a) of Regulation D and has completed the Accredited Investor Certification.
	●	The Subscriber has a pre-existing, substantive relationship with the Company or its officers and was not solicited by means of public advertising.
	●	The Subscriber has received and reviewed all relevant documents, including the RSA, the Series P Certificate, and Offering Materials, and has had the opportunity to ask questions and consult with advisors.

6. Company Representations

The Company represents and warrants that:

	●	The Offering is being conducted in compliance with Rule 506(b) of Regulation D.
	●	The Company has the full right, power, and authority to issue the securities described herein.

7. Miscellaneous

This Agreement shall be governed by the laws of the State of Delaware. All notices shall be delivered to the address provided below. This Agreement may be executed in counterparts and via electronic signature.

REQUIRED LEGEND / DISCLAIMER (Rule 502(c))

DISCLAIMER:

This confidential presentation and the securities described herein are being offered solely to prospective investors who qualify as “accredited investors” as defined under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), in a transaction not involving a public offering, and in reliance upon an exemption from registration under Rule 506(b) of Regulation D.

This offering is made exclusively through private and direct communications. This material does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such an offer or solicitation would be unlawful. No general solicitation or advertising is being used in connection with this offering.

The securities described herein have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold absent registration or an applicable exemption. Any investment involves substantial risks, including the possible loss of principal. Prospective investors should conduct their own due diligence and consult their own legal, tax, and financial advisors prior to investing.

Global Technologies, LTD (the “Company”) reserves the right to modify any of the terms of the offering and to reject any subscription in whole or in part. This material may not be reproduced, distributed, or used for any other purpose.

SUBSCRIBER SIGNATURE

Name:________________________________________

Entity Name (if applicable): ______________________________________

Email: ________________________________________

Address: ________________________________________

Subscription Amount: $________________________________________

Date: ________________________________________

Signature:________________________________________

Company Acceptance

Accepted by:

Global Technologies, LTD

By: ________________________________________

H. Wyatt Flippen

Chief Executive Officer & Chairman

Date: ________________________________________

Exhibit 10.2

THE INVESTOR UNDERSTANDS THAT THE SECURITIES OFFERED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REVIEWED, APPROVED, OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SERIES P PREFERRED SHARES AND REVENUE SHARE AGREEMENTS (“RSAs”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT AND RULE 506(b) OF REGULATION D.

THE INVESTOR UNDERSTANDS AND AGREES THAT THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE INVESTOR FURTHER ACKNOWLEDGES THAT NO PUBLIC MARKET FOR THESE SECURITIES PRESENTLY EXISTS, AND NONE IS EXPECTED TO DEVELOP.

IN MAKING AN INVESTMENT DECISION, THE INVESTOR MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NO PERSON IS AUTHORIZED TO PROVIDE INFORMATION OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT AND THE ACCOMPANYING PRIVATE PLACEMENT MEMORANDUM.

THERE IS NO GUARANTEE THAT THE COMPANY WILL GENERATE REVENUES OR MAKE ANY DISTRIBUTIONS. PAYMENTS PURSUANT TO THE REVENUE SHARE AGREEMENTS ARE DEPENDENT ON THE ACTUAL PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES. THE INVESTOR ACKNOWLEDGES THAT AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND THAT IT MAY LOSE ITS ENTIRE INVESTMENT.

REVENUE SHARING AGREEMENT

This Revenue Sharing Agreement (the “Agreement”) is made and entered into by and between Global Technologies, Ltd. (the “Company”), a Delaware corporation, and the undersigned investor (the “Investor”).

1. Revenue Participation

Holders of Series P Preferred Stock shall be entitled to receive distributions equal to five percent (5%) of Net Revenues (as defined in Exhibit A) from Primecare Supply, LLC and PulseAi, and five percent (5%) of Gross Revenues (as defined in Exhibit A) from GTLL Advisory Group, LLC (d/b/a GlowWell Advisors), until the Investor has received cumulative payments equal to the Maximum Revenue Share Amount (as defined in Exhibit A).

2. Payment Mechanics and Limitations

Commencement of Payments: Revenue Share distributions (the “Quarterly Revenue Share Amount,” as defined in Exhibit A) will begin with the first full fiscal quarter following the Investment Date and will be calculated within thirty (30) days after quarter-end.

Payments shall be made no later than forty-five (45) days after the close of each quarter.

Payment Deferrals: In the event that, due to insufficient cash flow, the Company is unable to make a full Quarterly Revenue Share Amount when due, the unpaid portion shall accrue as a payable obligation of the Company. Such accrued amounts will carry forward and be paid in subsequent quarters as cash flow permits, until fully satisfied.

Late Payments: Any Quarterly Revenue Share Amount not paid within forty-five (45) days of the end of a quarter shall be deemed late. The Company shall notify Investors in writing of the reason for delay and expected payment timing. A late payment charge at an annual rate of five percent (5%) shall be assessed on unpaid balances if the delay exceeds five (5) business days, except where caused by events outside the Company’s control (including acts of God or failures by third-party payment processors).

No Guarantee of Cash Flow: Investors acknowledge that Revenue Share payments are dependent on the performance of the Company and its subsidiaries. Payments are not guaranteed, and no assurance is given that sufficient revenues will be generated to satisfy quarterly payments on a timely basis.

3. Lock-Up Period

All shares of Series P Preferred Stock (as defined in Exhibit A) are subject to the Lock- Up Period (as defined in Exhibit A) beginning on the date of issuance.

4. Term

The term of this Agreement shall continue until the Investor has received cumulative payments equal to the Maximum Revenue Share Amount.

5. Miscellaneous

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit A (Definitions) attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the parties have executed this Revenue Sharing Agreement as of the date set forth below.

GLOBAL TECHNOLOGIES, LTD.

By:
	H. Wyatt Flippen
	Chief Executive Officer & Chairman

INVESTOR:

By:
Name:
Date:

Exhibit A - Definitions

Agreement – means this Revenue Sharing Agreement, including all exhibits, attachments, and amendments hereto.

Closing – means the date on which the Investor delivers the Investment Amount and the Company accepts such funds.

Company – means Global Technologies, Ltd., a Delaware corporation (“GTLL”), and, where applicable, its wholly owned subsidiaries.

Gross Revenues – means all cash receipts actually received by GTLL Advisory Group, LLC (d/b/a GloWell Advisors) from operations, without deduction.

Investment Amount – means the cash amount invested by Investor pursuant to Section 1 of this Agreement.

Investor – means the undersigned purchaser of Series P Preferred Stock and participant in this Agreement.

Maximum Revenue Share Amount – means an amount equal to two hundred percent (200%) of the Investor’s original Investment Amount, after which no further revenue share payments shall be due to such Investor.

Net Revenues – means gross receipts actually received by Primecare Supply, LLC and PulseAi, less direct pharmacy costs, reseller commissions, or other direct expenses attributable to such revenues.

Quarterly Revenue Share Amount – means the amount payable to the Investor each fiscal quarter, equal to (i) 5% of Net Revenues from Primecare Supply, LLC and PulseAi, plus (ii) 5% of Gross Revenues from GTLL Advisory Group, LLC (d/b/a GloWell Advisors), subject to the terms of this Agreement.

Revenue Share Percentage – means five percent (5%) of Net Revenues (for Primecare Supply, LLC and PulseAi) and five percent (5%) of Gross Revenues (for GTLL Advisory Group, LLC d/b/a GloWell Advisors).

Series P Preferred Stock or Series P Shares – means the shares of preferred stock issued to Investor pursuant to this Agreement, as designated in the Company’s Certificate of Designation filed with the Delaware Secretary of State.

Lock-Up Period – means the six (6) month period beginning on the date of issuance of the Series P Preferred Stock, during which time Investor agrees not to convert such shares into Common Stock or transfer, assign, or otherwise dispose of such shares or any Common Stock issuable upon conversion thereof.

Term – means the period commencing on the date of Closing and continuing until Investor has received distributions equal to the Maximum Revenue Share Amount.

Exhibit 99.1