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:  March 6, 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 March 6, 2020, TPT Global Tech, Inc. (“the Company”) executed an Acquisition and Purchase Agreement (“Agreement”) dated March 6, 2020 with Bridge Internet, LLC (“Bridge Internet”), a Delaware Limited Liability Company. A copy of the Acquisition and Purchase Agreement is attached hereto in its entirety as Exhibit 10.1.
 
The Company acquired 75% of Bridge Internet for 8,000,000 shares of common stock of TPT Global Tech, Inc., 4,000,000 common shares issued to Sydney “Trip” Camper immediately and 4,000,000 common shares which vest equally over two years. As sufficient funding is raised by the Company, defined as approximately $3,000,000, marketing funds of up to $200,000 per quarter for the next year from date of signing Agreement will be provided. Tower industry Veteran, Founder and CEO of Bridge Internet, Sydney “Trip” Camper, will retain the remaining 25% of Bridge Internet and stay on as the CEO, as well as become the acting CEO of TPT Speed Connect LLC, the Company’s wholly owned subsidiary TPT SpeedConnect, LLC. A formal employment agreement and biographical information for Sydney “Trip” Camper will be filed in a separate Form 8-K once completed.
 
Bridge Internet offers a Joint Venture (JV) business model to Municipalities, Cooperatives and Individual Territory Owners throughout the United States. It currently has no revenues. As a territorial, duplicatable, wireless internet service provider, this is a unique opportunity for potential JV partners to join an incredible revenue sharing business model. It is very easy for Municipalities, Cooperatives or Individual Owners to start JV businesses with Bridge Internet to provide their communities with state-of-the-art High-Speed Internet, Voice and IPTV services. The internet is a commodity many take for granted but for those with limited access every day is an unnecessary struggle. With millions of rural Americans struggling to find a reliable internet provider, Bridge Internet will help make a difference in people’s lives by providing access to online classes, healthcare, news and entertainment.
 
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 March 18, 2020, the Company issued a press release. 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
Acquisition and Purchase Agreement dated March 6, 2020
Press Release dated March 17, 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 19, 2020
By:  
/s/ Stephen J. Thomas, III  
 
 
 
Stephen J. Thomas, III
 
 
 
Title: Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT 99.1
 
TPT Global Tech Acquires Bridge Internet, anticipated to be a Cell Phone Tower and Internet Service Provider Offering Joint Venture Opportunities to Municipalities, Cooperatives and Individuals Across Rural United States
 
Issuer Direct
 
SAN DIEGO, March 17, 2020/IssuerDirect / -- TPT Global Tech, Inc. (“TPTG, the Company or TPT Global Tech”) (OTCBB:TPTW) announced today it has recently completed the acquisition of a majority of Bridge Internet, LLC. (“Bridge Internet”) a Delaware corporation. The company acquired 75% of Bridge Internet for 8M shares of common stock of TPTW, 4M of which vest equally over two years. As sufficient funding is raised by the Company, defined as around $3M, marketing funds of up to $200,000 per quarter for the next year will be provided and a formal employment agreement will be created for Trip Camper. Tower industry Veteran, Founder and CEO of Bridge Internet, Trip Camper, will retain the remaining 25% of Bridge Internet and stay on as the CEO, as well as become the acting CEO of TPT Speed Connect LLC.. Speed Connect LLC’s assets were acquired by the Company in May of 2019 and conveyed into a wholly owned subsidiary TPT SpeedConnect, LLC.. TPT Speed Connect is one of the largest Rural Wireless Internet Service Providers in the United States with operations in 10 Midwestern States.
 
Bridge Internet offers a Joint Venture (JV) business model to Municipalities, Cooperatives and Individual Territory Owners throughout the United States. It currently has no revenues. As a territorial, duplicatable, wireless internet service provider, this is a unique opportunity for potential JV partners to join an incredible revenue sharing business model. It is very easy for Municipalities, Cooperatives or Individual Owners to start JV businesses with Bridge Internet to provide their communities with state-of-the-art High-Speed Internet, Voice and IPTV services. The internet is a commodity many take for granted but for those with limited access every day is an unnecessary struggle. With millions of rural Americans struggling to find a reliable internet provider, Bridge Internet will help make a difference in people’s lives by providing access to online classes, healthcare, news and entertainment.
 
“The acquisition of a majority of Bridge Internet is a milestone in the continued growth of TPT Global Tech as a leading player in the wireless internet markets,” "Bridge Internet coupled with TPT Speed Connect remains focused on serving the Internet infrastructure needs of our customers and strengthening our industry leading position" Says Trip Camper, CEO of Bridge Internet.
 
"Adding Trip Camper to TPT Global Tech’s management team in a very short period of time has already proven to be a great new asset for the company. His many years of working in the US Cell Tower industry and his experience in running US public companies is very welcomed at TPT Global Tech” said Stephen Thomas CEO..
 
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.