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: June 10, 2020
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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333-222094
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81-3903357
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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 June
10, 2020, TPT Global Tech, Inc.
("TPTW, the Company or TPT Global Tech") entered into an agreement
with Rennova Health, Inc. (“Rennova Health”) to
merge Rennova Health’s software and genetic testing
interpretation divisions, Health Technology Solutions, Inc.
(“HTS”) and Advanced Molecular Services Group, Inc.,
(“AMSG”) into a public company (target) after TPTW
completes a merger of its wholly owned subsidiary, InnovaQor,
Inc. with this
target.
The
parties anticipate the steps as defined in the agreement to be
completed in the 3rd quarter resulting
in the target public company being called InnovaQor, Inc. and
filing whatever documents are required to be a fully reporting
public company. The public company (“InnovaQor”) will
own certain assets and technology from TPTW’s proprietary
live streaming communication technology and the technology and
software developed and owned by HTS and AMSG. The combination of
these fully developed assets will facilitate the creation of a next
generation telehealth type platform. This platform will combine
telehealth with EHR like capabilities and facilitate a
patient’s immediate access to healthcare including their
local hospital or doctors, for initial consultation, scheduling of
appointments and follow on care.
Completion
of the agreement is subject to a number of approvals and consents
which need to be secured to complete the transaction. Subject to
the relevant SEC approvals it is intended that TPTW shareholders
will receive approximately 5M common shares in InnovaQor.
TPTW’s intent is to distribute 2.5M of these common shares to
its shareholders at a date to be determined in the future. Rennova
Health will receive 1M Class A
Supermajority Voting Preferred Shares, as well as 2.2M of Series B
non-voting shares, except in certain circumstances, with certain
designation rights, lock up agreements and other specifications as
outlined in the agreement in return for the equity in HTS and AMSG.
All debts and liabilities of HTS and AMSG owed to Rennova Health of
approximately $22M will be eliminated as part of the equity
issuance in InnovoQor. TPTW will end up with a minority
interest in InnovaQor. Rennova Health will be responsible to
appoint management to the project. It is intended that 1M common
shares will vest to management. There can be no assurance that the
transaction as described will close successfully or that terms
including numbers or values for consideration shares will not
change significantly before closing
TPTW will deliver to InnovaQor a standalone backend and front-end
telemedicine technology platform utilizing code from TPTW’s
TV and Social Media Platform. TPTW is also to grant to InnovaQor a
license to utilize and further develop a portion of TPTW’s
Streaming Platform to create a telemedicine application for
InnovaQor. This is estimated to cost approximately $3.5M, which
InnovaQor will pay to TPTW as a licensing deal outlined in the
agreement.
Rennova
Health is a vertically integrated provider of industry-leading
diagnostics and supportive software solutions to healthcare
providers that has transitioned its core business from diagnostics
to rural hospital ownership over the past three years.
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 June 11, 2020 and June 12, 2020, the Company issued press
releases. A copy of each press releases is attached hereto as
Exhibit 99.1 and Exhibit 99.2
Item 9.01 Exhibits
The following exhibits are filed with this report on Form
8-K.
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Exhibit Number
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Exhibit
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Agreement
And Plan Of Merger
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Press
Release dated June 11, 2020
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Press
Release dated June 12, 2020
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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.
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TPT GLOBAL TECH, INC.
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Date: June
12, 2020
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By:
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/s/ Stephen
J. Thomas III
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Stephen
J. Thomas III
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Title:
Chief
Operating Officer
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TPT GLOBAL TECH ENTERS INTO AN AGREEMENT WITH RENNOVA HEALTH TO
CREATE A NEW PUBLIC COMPANY MOBILE TELEMEDCINE JOINT
VENTURE
The Merger of Health Technology Solutions, Inc. and Advanced
Molecular Services Group, Inc with TPTW’s newly formed
subsidiary will strengthen TPT Global Tech’s Telemedicine
Expansion
San Diego, CA JUNE 11, 2020, TPT
Global Tech, Inc. ("TPTW, the Company or TPT Global Tech")
(OTCBB:
TPTW)
announced today it has entered into an agreement with Rennova
Health, Inc. (“RNI or Rennova Health”) to merge two RNI
companies into a newly formed TPT subsidiary to be called
“InnovoQor”. The two RNI companies are Health
Technology Solutions, Inc. and Advanced Molecular Services Group,
Inc. The two RNI companies merging into the new InnovoQor begins
the first stage development of TPT Global Tech’s Mobile
Telemedicine products and services capabilities which also will be
offered inside TPTW’s upcoming Mobile TV and Social Media
platform. It is the intent of TPTW to assist InnovQor in being
publicly traded as a vehicle for raising capital. Upon the merger,
TPTW will become a minority interest owner in InnovoQor.
Individuals can learn more about the Joint Venture in the
Company’s Form 8k filing on the
transaction.
Rennova
Health is a vertically integrated health care provider that owns
and operates three hospitals and a physician’s office in
Tennessee and a rural clinic in Kentucky. RNI has developed a
number of software products for the healthcare sector including lab
ordering and reporting software, lab information services software
and integration capabilities, electronic healthcare records
software and has the ability to provide medical billing services
and data analysis capabilities and dashboards for easy use by
customers. RNI also owns technology for the interpretation of
cancer diagnostics and pharmacogenomics.
"We are
very much looking forward to working with RNI in creating a new
joint venture in which both TPTW’s strengths and that of RNI
can be capitalized on. We strongly believe that Telemedicine is the
way of the future especially in rural America and in less developed
countries. We believe the transaction with RNI positions us to add
a Telemedicine component to our upcoming Mobile TV and Social Media
platform which we believe will truly be something special. As a New
Generation Technology company it is important for TPT Global Tech
to continue to diversify our portfolio of companies at the same
time open up new markets and distribution channels to continue to
expand our reach to deliver our Telecom, Media, Medical, SaaS and
Smartphone technology platforms in the United States and
Internationally. ” said Stephen Thomas CEO..
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 Cellphone services, Mobile
phones Cellphone Accessories and Global Roaming
Cellphones.
About Rennova Health
Rennova
Health provides industry-leading diagnostics and supportive
software solutions to healthcare providers, delivering an efficient
and effective patient experience along with superior clinical
outcomes. Through an ever-expanding group of strategic brands that
work in unison to empower customers, we are creating the next
generation of healthcare.
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.
TPT GLOBAL TECH ENTERS INTO AN AGREEMENT WITH RENNOVA HEALTH TO
MERGE ITS SOFTWARE AND GENETICS DIVISIONS INTO A NEW PUBLIC COMPANY
AND FILES 8K
The Merger of Health Technology Solutions, Inc. and Advanced
Molecular Services Group, Inc with TPTW’s newly formed
subsidiary will strengthen TPT Global Tech’s Telemedicine
Expansion
San
Diego, CA June 12, 2020, TPT Global Tech, Inc.
("TPTW, the Company or TPT Global Tech") (OTCBB:
TPTW) announced today it
filed its 8k and updated its previously June 11 2020 press release
that TPT Global Tech entered into an agreement with Rennova Health,
Inc. (“Rennova Health”) to merge Rennova
Health’s software and genetic testing interpretation
divisions, Health Technology Solutions, Inc. (“HTS”)
and Advanced Molecular Services Group, Inc., (“AMSG”)
into a public company (target) after TPTW completes a merger of its
wholly owned subsidiary, InnovaQor, Inc. with this target.
The
parties anticipate the steps as defined in the agreement to be
completed in the 3rd quarter resulting
in the target public company being called InnovaQor, Inc. and
filing whatever documents are required to be a fully reporting
public company. The public company (“InnovaQor”) will
own certain assets and technology from TPTW’s proprietary
live streaming communication technology and the technology and
software developed and owned by HTS and AMSG. The combination of
these fully developed assets will facilitate the creation of a next
generation telehealth type platform. This platform will combine
telehealth with EHR like capabilities and facilitate a
patient’s immediate access to healthcare including their
local hospital or doctors, for initial consultation, scheduling of
appointments and follow on care.
Completion
of the agreement is subject to a number of approvals and consents
which need to be secured to complete the transaction. Subject to
the relevant SEC approvals it is intended that TPTW shareholders
will receive approximately 5M common shares in InnovaQor.
TPTW’s intent is to distribute 2.5M of these common shares to its shareholders
at a date to be determined in the future. Rennova Health
will receive 1M Class A
Supermajority Voting Preferred Shares, as well as 2.2M of Series B
non-voting shares, except in certain circumstances, with certain
designation rights, lock up agreements and other specifications as
outlined in the agreement in return for the equity in HTS and AMSG.
All debts and liabilities of HTS and AMSG owed to Rennova Health of
approximately $22M will be eliminated as part of the equity
issuance in InnovoQor. TPTW will end up with a minority
interest in InnovaQor. Rennova Health will be responsible to
appoint management to the project. It is intended that 1M common
shares will vest to management. There can be no assurance that the
transaction as described will close successfully or that terms
including numbers or values for consideration shares will not
change significantly before closing
TPTW will deliver to InnovaQor a standalone backend and front-end
telemedicine technology platform utilizing code from TPTW’s
TV and Social Media Platform. TPTW is also to grant to InnovaQor a
license to utilize and further develop a portion of TPTW’s
Streaming Platform to create a telemedicine application for
InnovaQor. This is estimated to cost approximately
$3.5M, which InnovaQor will pay to TPTW
as licensing deal outlined in the
agreement.
Rennova
Health is a vertically integrated health care provider that owns
and operates three hospitals and a physician’s office in
Tennessee and a rural clinic in Kentucky. RNI has developed a
number of software products for the healthcare sector including lab
ordering and reporting software, lab information services software
and integration capabilities, electronic healthcare records
software and has the ability to provide medical billing services
and data analysis capabilities and dashboards for easy use by
customers. RNI also owns technology for the interpretation of
cancer diagnostics and pharmacogenomics.
"We are
very much looking forward to working with RNI in creating a new
joint venture in which both TPTW’s strengths and that of RNI
can be capitalized on. We strongly believe that Telemedicine is the
way of the future especially in rural America and in less developed
countries. We believe the transaction with RNI positions us to add
a Telemedicine component to our upcoming Mobile TV and Social Media
platform which we believe will truly be something special. As a New
Generation Technology company it is important for TPT Global Tech
to continue to diversify our portfolio of companies at the same
time open up new markets and distribution channels to continue to
expand our reach to deliver our Telecom, Media, Medical, SaaS and
Smartphone technology platforms in the United States and
Internationally. ” said Stephen Thomas CEO..
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 Cellphone services, Mobile
phones Cellphone Accessories and Global Roaming
Cellphones.
About Rennova Health
Rennova
Health provides industry-leading diagnostics and supportive
software solutions to healthcare providers, delivering an efficient
and effective patient experience along with superior clinical
outcomes. Through an ever-expanding group of strategic brands that
work in unison to empower customers, we are creating the next
generation of healthcare.
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.
