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: July 1, 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 3.02 Unregistered Sales of Equity Securities
Conversion of Series D and Series E Preferred Stock to Common Stock
The Company has received requests to convert 21,000 shares of Series D Preferred Stock and 117,719 shares of Series E Preferred Stock, which combined will equal 2,802,205,253 shares of Common Stock being issued to affiliates and non-affiliates according to the features of the Series D and Series E Preferred Stock.
The Series D and Series E Preferred Stock Designations include the following:
Series D and E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D and Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D and Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C, F and G Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D and Series E Preferred Stock at between 115% and 140%.
Subsequent to the conversions, the Company will have 25,649 and 2,149,440, respectively, in outstanding shares of Series D and Series E Preferred Stock. The Company will also have 6,496,965,180 shares of Common Stock outstanding.
The Common Stock issued upon consummation of the conversions were issued pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act").
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 July 10, 2024, the Company issued a press release entitled “TPT Global Tech’s Form S-1 Related to its $3,000,000 Standby Equity Commitment Agreement Goes Effective with SEC Release”. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number |
| Exhibit |
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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. | |||
| By: | /s/ Stephen J. Thomas, III | ||
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| Stephen J. Thomas, III, | |
| Title: | Chief Executive Officer | ||
| Date: July 12, 2024 |
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EXHIBIT 99.1
TPT Global Tech’s Form S-1 Related to its $3,000,000 Standby Equity Commitment Agreement Goes Effective with SEC
With access to new capital from the standby Equity line the company intends to strengthen its financial position as it prepares to launch its VüMe Super APP
SAN DIEGO, CA / ACCESSWIRE / July 10, 2024 /TPT Global Tech, Inc. (OTC PINK:TPTW) (www.tptglobaltech.com, the "Company"), a leading innovator in the telecommunications and technology industries, is pleased to announce that its Form S-1 related to its $3,000,000 Standby Equity Commitment Agreement with MACRAB, LLC (the "Standby Equity Commitment Agreement") is now effective with the SEC. Under the terms of this Standby Equity Commitment Agreement and the related Registration Rights Agreement, the Company now has access to weekly financing tranches. More details of the Standby Equity Commitment Agreement can be found in the Company's SEC filings.
This financing arrangement, extending for a maximum of 24 months, provides TPT Global Tech with a source of capital to support its growth initiatives and the launch of its innovative VüMe Super App. The VüMe Super App aims to integrate a variety of digital services, including social media, multimedia streaming, and mobile payment options, into a single, seamless user experience. Additionally, we anticipate this may reduce some of the Company's debt burden.
As part of the Registration Rights Agreement, TPT Global Tech has filed a Form S-1 Registration Statement with the Securities & Exchange Commission ("SEC") to register the common shares that may be issued in connection with this Standby Equity Commitment Agreement.
Stephen Thomas, CEO of TPT Global Tech, commented on the agreement, stating, "We believe this Standby Equity Commitment Agreement is a testament to our partners' confidence in TPT Global Tech's vision and strategic direction. With access to weekly financing tranches, we have the financial flexibility to accelerate the development and launch of our VüMe Super App, a platform we believe will redefine user engagement across multiple digital services. Additionally, this allows us to improve our balance sheet by reducing debt, positioning us for sustainable growth and long-term success."
The Standby Equity Commitment Agreement allows TPT Global Tech to manage its cash flow better while pursuing its strategic objectives. This effective financing underscores TPT Global Tech's dedication to innovation and excellence in the telecommunications and technology sectors.
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About TPT Global Tech
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, VüMe Live technology platform.
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.tptglobaltech.com.
For media or Investment inquiries, please contact: Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.
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