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: February 12, 2024
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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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
1800 Diagonal Lending, LLC Convertible Promissory Note and Securities Purchase Agreement
Dated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC (“Holder”) entered into a Convertible Promissory Note (“1800 Diagonal Feb 7 Note”, Exhibit 10.1) totaling $92,000 and a Securities Purchase Agreement (“SPA” Exhibit 10.2,). The 1800 Diagonal Feb 7 Note, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 12%, 22% upon default, resulted in cash received by the Company of $75,000 net of expenses and discount. The Holder may convert the outstanding unpaid principal amount of the Note into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default. The lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Feb 7 Note. As a condition of funding this 1800 Diagonal Feb 7 Note, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000.
SECTION 2 – FINANCIAL INFORMATION
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.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The Company and the Holder executed the Securities Purchase Agreement (“SPA”) in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The SPA outlines the purchase of the Note (the “Securities”), and the Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in the SPA in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
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 February 12, 2024, the Company issued a press release entitled “TPT Global Tech and Boss Productions Announce Pre Launch Strategic Partnership to Boost "VuMe Super App" with World-Class Entertainment”. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 8.01 Other Events
On February 7, 2024, the Board of Directors approved an increase to the number of reserved common shares relative to the Promissory Note to 1800 Diagonal Lending, LLC dated February 7, 2024 by 750,000,000 common shares as an inducement for 1800 Diagonal Lending, LLC to provide the additional funding as reported under Item 1.01.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
TPT GLOBAL TECH, INC. |
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By: | /s/ Stephen J. Thomas, III |
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| Stephen J. Thomas, III, |
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| Title: Chief Executive Officer |
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| Date: February 13, 2024 |
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EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
For Immediate Release
TPT GLOBAL TECH AND BOSS PRODUCTIONS ANNOUCE PRE LAUNCH STRATEGIC PARTNERSHIP TO BOOST “VuMe Super App” WITH WORLD-CLASS ENTERTAINMENT
San Diego, California (February 12, 2024) - TPT Global Tech, Inc. (OTCPink: TPTW) www.tptglobaltech.com), a prominent technology company headquartered in San Diego, CA, is excited to announce the company has entered in a Mobile TV Broadcast Content Collaboration Partnership with Houston’s based Boss Productions , an acclaimed leader in the entertainment production industry. This groundbreaking “VuMe Super App” Prelaunch collaboration with TPT Global Tech will enhance the company, a move that promises to transform the way entertainment content is delivered globally.
Introducing the Vume Super App
The “Vume Super App”, developed by TPT Global Tech, is a comprehensive digital platform designed to provide a seamless and immersive entertainment experience. It features live global mobile TV broadcasting, social media content generation, and interactive user engagement capabilities. This multifaceted app offers an array of functionalities including real-time streaming, on-demand content, interactive social media features, and a user-friendly interface, making it an all-encompassing solution for modern entertainment needs.
Enhancing Boss Productions' Events Worldwide
Boss Productions has been at the forefront of producing unique and engaging events. Their repertoire includes Yacht racing from Massachusetts to the Caribbean, Celebrity Pro-am golf tournaments, Live professional boxing, "The Show," a dynamic entertainment event known for its innovation; "Black Vegas," a fusion of music, culture, and entertainment; the Caribbean Celebrity All-Star Jam Basketball Weekend, a blend of sports and entertainment; the "Films on I.C.E." Film Festival, showcasing independent and creative cinematic works; the HBCU Caribbean Classic Men’s Black College Basketball Tournament; and the "Riviera Maya" International Film Festival. These events have not only entertained but also enriched the cultural landscape.
This partnership with TPT Global Tech and the “VuMe Super App” marks a significant milestone in digital entertainment. By integrating Boss Productions' content into the “VuMe Super App”, the collaboration promises to offer users an enriched experience with access to live broadcasts, exclusive content, and interactive social media engagements. The synergy between Boss Productions' creative content and the “VuMe Super App's” technological capabilities is poised to elevate the entertainment experience for audiences globally.
For Boss Productions, this partnership offers an unparalleled opportunity to expand its audience reach and showcase its events on a global scale. For TPT Global Tech and :”VuMe”, incorporating Boss Productions' content significantly enhances the VuMe’s appeal, setting a new benchmark in digital entertainment. Together, Boss Productions and TPT Global Tech are redefining the landscape of digital entertainment, promising exciting and innovative experiences for users worldwide.
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Through this partnership, Boss Productions will leverage the VuMe’s advanced features to amplify its event offerings. The app's live broadcasting capability means that events such as "The Show," "Black Vegas," and the "Riviera Maya" International Film Festival can be streamed in real-time to a global audience, breaking geographical barriers and expanding their reach. Additionally, the app's social media functionalities will allow for greater audience engagement, enabling users to interact with the content, share their experiences, and connect with others.
The on-demand feature of the app ensures that Boss Productions' events are accessible anytime and anywhere, providing flexibility and convenience to users. The interactive capabilities of the app, such as voting, commenting, and sharing, will further engage audiences, creating a dynamic and participatory experience.
Comments from the CEOs
Derrick Woods, CEO of Boss Productions, shared their vision for the partnership: "This collaboration with TPT Global Tech and the integration of our content with the VuMe Super App is a game-changer for us. It allows us to bring our events to a global audience in real-time and interact with them in unprecedented ways."
The CEO of TPT Global Tech, Stephen J. Thomas III also commented: "The VuMe Super App is designed to be a leader in digital entertainment, and partnering with Boss Productions is a key step in achieving this. Their exciting event content, combined with our app's capabilities, will offer users a unique and enriched entertainment experience."
A Future of Innovative Entertainment
This strategic partnership marks the beginning of a synergistic relationship between Boss Productions and TPT Global Tech, promising to deliver an enhanced user experience and set new standards in digital entertainment. The strategic partnership is also expected to set a new standard in digital entertainment, offering audiences around the world innovative and engaging experiences through the VuMe Super App.
About Boss Productions
Boss Productions is an entertainment production company that has established itself as a luxury lifestyle brand. They focus on providing quality entertainment and social networking intersections for an emerging, socially dynamic urban demographic. Their commitment is to deliver thought-provoking, original content, and they have developed innovative marketing techniques and groundbreaking projects. Some of their notable projects include "The Show," “Black Vegas” (the Ultimate Urban Weekend Getaway), the “Caribbean Celebrity All-Star Jam” Basketball Weekend, the “Films on I.C.E.” Film Festival, and the “Riviera Maya” International Film Festival, among others.
Additionally, Boss Productions Inc. is known for organizing exceptional events in the entertainment industry. For example, they have hosted a multi-level “Super Star” event series during the BIG GAME WEEKEND in Las Vegas, providing attendees with a 96-hour VIP experience filled with various activities, including parties, live performances, and more.
About TPT Global Tech, Inc.
TPT Global Tech, Inc. is a technology holding company based in San Diego, California. It was formed as the successor of two U.S. corporations, Ally Pharma US and TPT Global, Inc. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe Live technology platform.
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As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. They offer 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 features.
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.
For more information about TPT Global Tech and its subsidiaries, please visit www.tptgloabltech.com.
For media or Investment inquiries, please contact: Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.
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