EXHIBIT 10.1
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 26, 2023
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 1.01 Entry into a Material Definitive Agreement
Effective October 1, 2023, but consummated on October 26, 2023, the Company entered into an Advisory Services Agreement to provide information technology advisory services with a focus on Machine Learning and Artificial Intelligence with the objective of enhancing the Company’s various platforms. The term of the agreement is 360 days, if no default by either party, and can be renewed by written notice of at least 20 days prior to the end of each renewal term. Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (free trading and unrestricted common stock, registered on Form S-1 or S-8). Subsequently, thereafter on November 15, 2023 equal to $288,000 and on December 15, 2023 equal to $100,000 with the final payment equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company. If the Company elects to pay the Consultant in form of S-8 Stock, it will be paid and calculated based on the lowest traded bid price for the common stock during the previous 25 trading days prior to the applicable Due Date. In no event, the value of the payment for Services made by Company will be less than USD $500,000. The Company plans to use current fundraising activities to fund the agreement or may choose to pay in common stock of the Company. The Company has agreed to reserve 325,000,000 shares of common stock with it’s transfer agent for this agreement. Besides customary initiation fees of around $16,000 and late fees of $20,000 for any installment payment or common shares not being properly reserved with the transfer agent.
The Advisory Services Agreement is attached hereto as Exhibit 10.1.
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 October 27, 2023, the Company issued a press release entitled “TPT Global Tech Achieves Full Compliance Status Following 10-Q Filing and Regains Compliance Status with SEC and OTC Markets, Resumes Unrestricted Trading”. 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 |
| Exhibit |
| ||
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: October 30, 2023 |
| |
| 3 |
EXHIBIT 10.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
TPT Global Tech Achieves Full Compliance Status Following 10-Q Filing and Regains Compliance Status with SEC and OTC Markets, Resumes Unrestricted Trading
San Diego, California (October 26, 2023) - TPT Global Tech, Inc. ("TPT" or "TPT Global Tech") (OTCBB:TPTW), headquartered in San Diego, CA and renowned for its technological innovations, proudly announces that it has successfully regained full compliance status with the U.S. Securities and Exchange Commission (SEC) and the Over-the-Counter (OTC) Markets. Following the filing of its 10-Q, TPT Global Tech is now fully reporting and current with its SEC filings.
The compliance hiccup arose due to a delay caused by a subsidiary's late submission of financial records, leading to the temporary loss of TPT Global Tech's 15c2-11 status with the SEC. In response, TPT Global Tech promptly rescinded the acquisition linked to the delayed filing, returning the subsidiary to its previous owner. The required financial information was swiftly integrated into TPT Global Tech's records, facilitating the prompt filing of the 10-Q. This comprehensive approach ensures that the company is back on track with its regulatory obligations.
"We recognize the significance of timely and accurate financial reporting for our shareholders and the investment community," stated Stephen Thomas, CEO of TPT Global Tech. "While the delay caused by the subsidiary's late filing was regrettable, our immediate actions underscore our commitment to compliance. We are grateful for the cooperation received from all parties involved, and we are confident in our imminent return to full compliance with regulatory requirements."
TPT Global Tech is diligently working to regain its 15c2-11 status, demonstrating its dedication to transparency and compliance. The company's efforts will enable the resumption of normal trading activities, emphasizing its commitment to its shareholders.
About TPT Global Tech: www.tptglobaltech.com
TPT Global Tech, Inc. is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration featuresAbout TPT Global Tech:
For more information about TPT Global Tech and its diverse portfolio spanning media, telecommunications, Smart City Real Estate Development, and the groundbreaking VuMe technology platform, please visit www.tptglobaltech.com.
Media Contact:
Rick Eberhardt
Email: Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.
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