TPT GLOBAL TECH, INC. (Form: 8-K, Received: 03/03/2020 13:31:22)

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 25, 2020

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

On February 25, 2020, TPT Global Tech, Inc. (the “Company”) entered into an Agreement for the Purchase and Sale of Future Receipts (“Advantage Merchant Agreement”) with Advantage Capital Funding. The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the Advantage Merchant Agreement, the Company will pay $14,221 per week for 50 weeks. The Advantage Merchant Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. The Advantage Merchant Agreement is attached hereto as Exhibit 10.1.

In addition, the Company entered into a Secured Promissory Note with a third party for $90,000 dated February 14, 2020. The Secured Promissory Note is secured by the assets of the Company and is due June 14, 2020 or earlier in case the Company is successful in raising other monies and carries an annual interest charge of 10% payable with the principal. The Secured Promissory Note is also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also includes a guaranty by the CEO of the Company, Stephen J. Thomas III. The Secured Promissory Note is attached hereto as Exhibit 10.2.

Some of the funds from the Advantage Merchant Agreement and the Secured Promissory Note were used to pay off the remaining balance of $97,000, including premium and accrued interest, of the Convertible Promissory Notes with JSJ Investments and the remaining Convertible Promissory Note to Geneva Roth of $63,086, including premium and accrued interest. These payments are part of a decrease in the Company’s convertible promissory notes as a result of balance pay offs and conversions that has increased outstanding common shares to 438,746,178 as of February 27, 2020.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosures under Item 1.01 of this Current Report on Form 8-K.

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 18, 2020 and March 2, 2020, the Company issued press releases. A copy of each press release is attached hereto as Exhibit 99.1 and 99.2.

Item 9.01 Exhibits

The following exhibits are filed with this report on Form 8-K.

Exhibit Number	Exhibit
10.1	Agreement for the Purchase and Sale of Future Receipts
10.2	Secured Promissory Note
99.1	Press Release dated February 18, 2020
99.2	Press Release dated March 2, 2020

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.

Date: March 3, 2020	By:	/s/ Stephen J. Thomas III,
		Stephen J. Thomas III,
		Title: Chief Executive Officer

EXHIBIT 99.1

TPT Global Tech pays off remaining $43K Convertible Debt to Geneva Roth Remark Holdings, remainder of notes converted to common stock

SAN DIEGO, February 18, 2020/Issuer Direct / -- TPT Global Tech, Inc. (“TPTG or the Company”) (OTCBB:TPTW) announced today it has successfully paid off the remaining 43K convertible promissory note due August 22, 2019 issued by the Company to Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) located in New York City. Since March 15, 2019, the Company has issued five different convertible promissory notes to Geneva Roth for a total of $287,000, the first four of which totaled $244,000 were converted into 129,064,728 common shares of the Company. The remaining convertible note for $43,000 was paid off by paying $63,086, including the principal balance of $43,000, a 40% premium and accrued interest. The payment was made possible through a secured bridge loan of $90k provided by a third-party existing investor. The bridge loan is secured by the assets of the Company and is due June 14, 2020 or earlier in case the Company is successful in raising other monies and carries an annual interest charge of 10% payable with the principal.

The proceeds from the convertible promissory notes issued to Geneva Roth were used as part of the acquisition of the assets of Speed Connect, LLC, which assets were conveyed into TPT SpeedConnect, LLC (“TPT SpeedConnect”), wholly owned by the Company. The acquisition included the tradename of SpeedConnect. SpeedConnect is located in Frankenmuth, Michigan and is one of the largest Rural Wireless Internet Services Providers in the United States. Speed Connect has operations in 10 Midwestern states, Arizona, Idaho, Illinois, Iowa, Michigan, Montana, Minnesota, South Dakota, Nebraska and Texas. The Company’s plans are to upgrade the existing Speed Connect 10 state Broadband network to a 4G+/5G network offering faster speeds and added value products such as TV, Voice and Data Services to its 16,000 Rural Middle American telecommunication’s customers.

“The conversion to stock and subsequent sale by Geneva Roth has had an adverse effect on our TPTW common stock price. Geneva Roth converted four of their five convertible promissory notes putting tremendous pressure on the company’s stock price. We are very pleased the company was able to repay the last convertible promissory note which may ease market pressure on our stock. In the month of February, the company successfully completed paying the remaining balances of two debt relationships, Advantage Funding, a $753K merchant advance loan and now the last of the Geneva Roth convertible notes.” said Stephen Thomas CEO TPTW.

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.  

About TPT Global Tech

TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides Technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and 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's 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 Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones.

EXHIBIT 99.2

TPT Global Tech pays off remaining balance of Convertible Promissory Note to JSJ Investments, remainder of note converted to common stock

SAN DIEGO, March 2, 2020/IssuerDirect / -- TPT Global Tech, Inc. (“TPTG or the Company”) (OTCBB:TPTW) announced today it has successfully paid off the remaining balance of the convertible promissory note due June 6, 2020 issued by the Company to JSJ Investments Inc for $112,000 on June 6, 2019. (“JSJ”). The remaining balance paid included a premium and equaled $97,000, including accrued interest, which amounts were aside from the $43,680 in principal that was converted into 18,500,000 shares of the Company’s common stock since June 6, 2019. The payoff was made possible due to a new merchant advance loan entered into by the Company with Advantage Funding for which the Company received $500,000 in cash proceeds on February 25, 2019 and is required to be repaid at a rate of $14,221 weekly for 50 equal payments for a total of $716,720.

The proceeds from the convertible promissory note issued to JSJ were used as part of the acquisition of the assets of SpeedConnect, LLC, which assets were conveyed into TPT SpeedConnect, LLC (“TPT SpeedConnect”), wholly owned by the Company. The acquisition included the tradename of SpeedConnect. SpeedConnect is located in Frankenmuth, Michigan and is one of the largest Rural Wireless Internet Services Providers in the United States. SpeedConnect has operations in 10 Midwestern states, Arizona, Idaho, Illinois, Iowa, Michigan, Montana, Minnesota, South Dakota, Nebraska and Texas. The Company’s plans are to upgrade the existing SpeedConnect 10 state Broadband network to a 4G+/5G network offering faster speeds and added value products such as TV, Voice and Data Services to its 16,000 Rural Middle American telecommunication’s customers.

“The conversion to stock and subsequent sale by JSJ has had an adverse effect on our TPTW common stock price. JSJ converted portions of their convertible promissory note adding pressure on the company’s stock price. We are very pleased the company has been able to pay off the remaining balances of the JSJ convertible promissory note. In the month of February, the company successfully completed paying the remaining balances of three debt relationships, Advantage Funding’s merchant advance loan of $753K, Geneva Roth Remark Holdings convertible promissory note of $43K and now the remaining balance on JSJ's $112,000 convertible note.” said Stephen Thomas CEO TPTW.

About TPT Global Tech

Frank Benedetto

619-915-9422