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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: October 24, 2022
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
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 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 October 24, 2022, the Company issued a press release entitled “TPT Global Tech's Real Estate Technology Division TPT Strategic and IST LLC Completes A $2.89M Road Construction Project In the State of Kentucky.” A copy of the press release is attached hereto as Exhibit 99.1.
On November 4, 2022, the Company issued a press release entitled “TPT Global Tech Subsidiary Awarded $2.86 Million U.S. Army Contract.” A copy of the press release is attached hereto as Exhibit 99.2.
On November 16, 2022, the Company issued a press release entitled “TPT Global Tech Inc. Signs Strategic Investment & Partnership Agreement with New York Real Estate Investment Firm Black Pearl Investments (BPI).” A copy of the press release is attached hereto as Exhibit 99.3.
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: November 16, 2022 | |
EXHIBIT 99.1
TPT Global Tech's Real Estate Technology Division TPT Strategic and IST LLC Completes A $2.89M Road Construction Project In the State of Kentucky
SAN DIEGO, CA / ACCESSWIRE / October 24, 2022 / TPT Global Tech, Inc. (OTCPINK:TPTW) ("TPT Global Tech") announces today that its subsidiary TPT Strategic Inc. (OTC PINK:INOQ)("TPT Strategic") and its newly acquired construction company, Information Security and Training LLC ("IST LLC" or "IST") (www.istincs.com) a General Construction and Information Technology Services company have successfully concluded its $2.89M 2-year Highway construction project, MAMMOTH CAVE PAVING, National Park Services, Mammoth, KY for the Federal Highway Administration Eastern Federal Lands Highway Division, September 2022. IST has approximately $5.4M backlogged in executed Government contracts, as of April 2022, and looks forward to beginning work on each of them.
IST, based in Huntsville Alabama, with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord, has two divisions, Construction and IT Technology, and has been a general contractor for over 15years. IST has been in the Federal Marketplace since its inception in 2008 and has completed work for over 15 federal agencies.
IST has been successfully providing design-build construction, demolition, abatement, earthwork, concrete, steel and metal work, masonry, underground utilities, environmental protection, and site restoration services since 2008. IST differentiates itself by offering superior quality results at a competitive price. IST safely delivers projects on time and within budget. IST has a bonding capacity of $10M per single project and $20M aggregate. IST Information Technology Services Division provides program management, System Engineering, Software Development, Network Engineering, Records Management and Controls, Physical Security and Information Assurance, Video Teleconferencing and AV systems, Help Desk Services, and Information Technology Statements of Qualification. IST is committed to maintaining customer satisfaction, trust and Integrity by delivering quality products and services conforming to industry best practices and continuous process improvement.
With the completed acquisition of IST and its seasoned professional team of construction engineers and design teams, TPT Global Tech is positioned to start its Tuskegee Smart City project. " It is such a pleasure to work with Everett Lanier the new President for TPT Strategic and the IST Team. They are bringing such a high level of professionalism and experience to TPT Global Tech's already seasoned team of Executives to assist us as we move forward with our Smart City initiatives domestically and internationally," said Stephen J Thomas III, Chairman & CEO of TPT Global Tech.
About TPT Global Tech
TPT Global Tech Inc. (TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories, and Global Roaming Cell phones.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
PR-Shep Doniger
sdoniger@bdcginc.com
561-637-5750
IR-Frank Benedetto
619-915-9422
SOURCE: TPT Global Tech, Inc.
EXHIBIT 99.2
TPT Global Tech Subsidiary Awarded $2.86 Million U.S. Army Contract
TPT Strategic subsidiary wins its third Army logistics contract for Fort Hood Texas with more similar contracts in its pipeline
SAN DIEGO, CA / ACCESSWIRE / November 4, 2022 / TPT Global Tech, Inc. (OTCBB:TPTW) ("TPT Global Tech") today announced that IST, a division of its subsidiary, TPT Strategic Inc. (OTCBB: INOQ)("TPT Strategic"), (www.istincs.com) a General Construction and Information Technology Services company has been awarded its third 3-year contract renewal valued at $2,862,435.00 with the U.S. Army Contracting Command, Stryker Division. Information Systems Technology (IST) will support the Initial Fielding of Stryker vehicles, Army Training and Education. The company will also create, maintain and track all logistical programmatic-related issues about the fielding, deployment, retrofitting, and prep for reset/reissue of Stryker vehicles.
"TPT Global Tech has been planning to enter the government contracting space for some time now as part of our overall strategic plan. This is the first of a planned series of federal contracts the company is expecting as a result of the completion of its IST acquisition," said Stephen J Thomas III, Chairman & CEO of TPT Global Tech
About IST, a TPT Strategic Division
IST, based in Huntsville Alabama, with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord, has two divisions, Construction and IT Technology, and has been a general contractor for over 15 years. IST has been in the Federal Marketplace since its inception in 2008 and has completed work for over 15 federal agencies. IST has been successfully providing design-build construction, demolition, abatement, earthwork, concrete, steel and metal work, masonry, underground utilities, environmental protection, and site restoration services since 2008. IST differentiates itself by offering superior quality results at a competitive price. IST safely delivers projects on time and within budget. IST has a bonding capacity of $10M per single project and $20M aggregate. IST Information Technology Services Division provides program management, System Engineering, Software Development, Network Engineering, Records Management and Controls, Physical Security and Information Assurance, Video Teleconferencing and AV systems, Help Desk Services, and Information Technology Statements of Qualification. IST is committed to maintaining customer satisfaction, trust and Integrity by delivering quality products and services conforming to industry best practices and continuous process improvement.
With the completed acquisition of IST and its seasoned professional team of construction engineers and design teams, TPT Global Tech is positioned to start its Tuskegee Smart City project. "It is such a pleasure to work with Everett Lanier the new President for TPT Strategic and the IST Team. They are bringing such a high level of professionalism and experience to TPT Global Tech's already seasoned team of Executives to assist us as we move forward with our Smart City initiatives domestically and internationally," said Stephen J Thomas III, Chairman & CEO of TPT Global Tech.
About TPT Global Tech
TPT Global Tech Inc. (TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories, and Global Roaming Cell phones.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
CONTACT:
PR-Shep Doniger
sdoniger@bdcginc.com
561-637-5750
IR-Frank Benedetto
619-915-9422
SOURCE: TPT Global Tech, Inc.
EXHIBIT 99.3
TPT Global Tech Inc. Signs Strategic Investment & Partnership Agreement with New York Real Estate Investment Firm Black Pearl Investments (BPI)
SAN DIEGO, CA / ACCESSWIRE / November 16, 2022 / TPT GLOBAL TECH, INC. ("TPTW' or "TPT Global Tech")(OTCQB:TPTW) www.tptglobaltech.com based in San Diego, California, a leading-edge technology company with divisions providing telecommunications, medical technology, media content for domestic and international syndication as well as smart city technology solutions, today announced it has signed a Strategic Investment Partnership Agreement (SIPA) for Cooperation in Design, Development, Manufacture, Investment and Management of Projects specifically related to Smart Green Cities, Residential Housing, Commercial Real Estate, Industrial Smart Parks, Infrastructure and Sustainable Development (the "Agreement") with Black Pearl Holding Co. and The Triwest Financial Group Inc. (dba Black Pearl Investments Inc. ("BPI")) www.blackpearlinvestments.com. BPI is a New York real estate investment firm whose potential investment outlined in the Agreement will be through dedicated credit facilities and structured funds within each phase and/or project Special Purpose Vehicle (SPV) according to the capital stack requirements and subject to conditions precedent.
The lead development, construction activities, and operations for the Smart projects will be handled thru TPT Global's Real Estate and Development Technology division, TPT Strategic OTCBB:INOQ, which recently closed its acquisition of Information Systems Technology (IST), a general contractor and construction company based in Huntsville Alabama. IST has additional offices in Texas, Louisiana, Washington, Tennessee, and Mississippi.
Mr. John Richard (J.R.) Chantengco, Founder & Managing Director of Black Pearl Investments said, "We are always seeking cutting-edge opportunities for funding as well as synergies which will allow us to contribute strategically through our varied expertise and strengths. We are excited to be partnering with TPT Global Tech, Inc. which has a strong sense of the needs of the future, whether it is smart living, smart working, or smart sustainability and this resonates very well with our investment mandate which is to support next-generation businesses and technologies that will truly make a difference in our society."
Black Pearl Investments is a rapidly emerging investment firm focused on capital advisory, structured finance, commercial real estate, and alternative investments in the non-investment grade-related marketplace. The firm seeks to generate attractive risk-adjusted returns through a broad array of strategies including core plus, value-added, and opportunistic situations. Its arranged funds are major providers of credit for small and middle-market enterprises and leverages those funds with investor mandates.
According to the Agreement, BPI indicated they would provide investments related to the Smart City Projects identified as Proposed Transactions through this SIPA starting with those based in Tuskegee and Birmingham, Alabama. As stated, the proposed investments through the SIPA will be invested through dedicated credit facilities and structured funds within each phase and/or project SPV according to the capital stack requirement/s; subject to conditions precedent (i.e. engagement, setup fee, due diligence, underwriting, appraisal, feasibility, market studies, financial analyses, legal, compliance, final approval, etc.). TPT and BPI will finalize the terms and conditions for all engagements and projects through detailed agreements.
If feasible and again as outlined in the Agreement, BPI will also provide large land parcels for setting up manufacturing & production facilities and contribute through its expertise and servicing of various products and services relevant to the projects identified and procured by TPT or its group companies.
Mr. Chantengco, is a 30-year veteran of the capital markets, finance, and investment real estate space, having originated, underwrote, and transacted $5 billion in structured capital and financing assignments as well as overseen real estate assets with USD +20B AUM. Black Pearl's family office is a CDFI/CDE under the U.S. Treasury's New Markets Tax Credit Program and was a founding shareholder in Pacific Commerce Bancorp (OTC:PCBC).
TPT Global Tech's Chairman & CEO Stephen J. Thomas III said, " The Smart City Development projects domestically and internationally have been a substantial part of our broader strategic plans, and the investment through this SIPA and the revenue opportunities in Alabama, we believe has the potential to drive shareholder value for some years to come. We are buoyed by the confidence that Mr. Chantengco has shown with his decision to enter into this Strategic Investment & Partnership Agreement with TPTW. He clearly understands the long-term relevance that new Smart City Development initiatives can have on our communities and the economic environment of regions in need across the United States and abroad."
"I take this opportunity to thank Mr. Chantengco and the whole Black Pearl Investments team for their trust, faith, and confidence in TPT Global Tech's smart city vision and objectives," said Mr. Thomas.
Mr. Thomas continued, "We are emboldened to have BPI involved with us for additional projects, primarily in the US, which we plan on initiating as soon as the Tuskegee project is underway. TPT Global Tech is focused on building strong business corridors within the US and with other partner countries such as India which will help support our objective to strengthen domestic industries, attract global companies, create jobs, improve regional infrastructure including schools and universities, as well as developing economic opportunities for Americans."
About TPT Global Tech, Inc.
TPT Global Tech Inc. based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology, product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), and Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media, and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories, and Global Roaming Cell phones.
For more information about how TPT Global Tech's technologies and to schedule a call with Stephen J Thomas III, Chairman & CEO, TPT Global Tech, Inc., or Harnish Gajjar, Chief Strategy Officer & Country Director (India), please contact Shep Doniger at 561-637-5750 and sdoniger@bdcginc.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
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SOURCE: TPT Global Tech, Inc.