EXHIBIT 3.42
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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 8, 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 |
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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 5.03 Amendments to Articles of Incorporation or Bylaws
PREFERRED STOCK
Series F and Series G
On June 18, 2024, the Company filed Articles of Amendment to the Articles of Incorporation (“Amendment”) with the Florida Secretary of State with an effective date of June 8, 2024. A copy of the Articles of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.42.
The Amendment designated 8,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series F Convertible Preferred Stock ("the Series F Preferred Shares."). A copy of the Certificate of Designation of the Series F Preferred Stock is attached hereto in its entirety as Exhibit 4.25.
In addition, the Amendment designated 3,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series G Convertible Preferred Stock ("the Series G Preferred Shares."). A copy of the Certificate of Designation of the Series G Preferred Stock is attached hereto in its entirety as Exhibit 4.26.
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 October 2, 2024, the Company issued a press release entitled “TPT Global Tech Subsidiary Blue Collar Continues Push Into Music Documentary Market With Iconic Band Smash Mouth.” 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 |
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| Articles of Amendment to Articles of Incorporation – Series F & G Preferred Stock | |
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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: October 4, 2024 |
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EXHIBIT 3.42
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EXHIBIT 4.25
EXHIBIT 4.26
EXHIBIT 99.1
TPT Global Tech Subsidiary Blue Collar Continues Push Into Music Documentary Market With Iconic Band Smash Mouth
Blue Collar enters into exclusive agreement with Smash Mouth to bring their origin story to market.
TPT Global Tech, Inc. (OTC PINK:TPTW) subsidiary Blue Collar Productions www.bluecollar.comannounces it has entered into an exclusive agreement with the band Smash Mouth to sell their story in a documentary. The new deal comes fresh off the heels of the announcement of a new Shrek movie by DreamWorks Animation. The original Shrek movie helped Smash Mouth catapult deep into pop culture with their smash hit, All Star.
Blue Collar will work with the band's members to tell the authentic version of their rise to fame and their continued success in the world of music. The surge in consumer demand for music content has never been higher. Music Documentaries continue to grow in popularity with huge success, both critically and financially, including the recent releases of Abba on The CW; Bruce Springsteen and the E Street Band and The Beach Boys on Disney+; along with documentaries on John and Yoko, Neil Young and others.
Blue Collar Productions President Mark Rowen shared his excitement for the new project, "I loved the music of Smash Mouth when they released "Walkin' on the Sun" and was thrilled to get to know them better during my days at DreamWorks working on the original Shrek film. It's a thrill to be working on this."
Most recently, Blue Collar's award-winning feature documentary, Women In Fashion: 100 Years of Design, represented for worldwide sales by Fifth Season, a CJ ENM Company (CJ ENM KOSDAQ), premiered on Amazon Prime Video in the United States and the United Kingdom.
Rowen added, "We continue to pursue content based on iconic intellectual properties and to grow our working relationships with all of the distributors including HULU, where I was a producer on the scripted series, Looking For Alaska; Amazon, where we developed a true crime series, The Cult Next Door; and additional successes we've had at Apple+, HBO, Turner Classic Movies and Warner Brothers."
Blue Collar's development slate continues to grow with projects being developed in music, sports, true crime, and lifestyle at the forefront of activities.
Stephen J. Thomas III, CEO of TPT Global Tech, expressed his enthusiasm saying "The relationship created here is yet another example of how TPT Global Tech and Blue Collar are working with the highest value IP holders to original content that is not only entertaining, but is highly monetizable. We are excited to bring this project and others to consumers on existing content platforms, as well as our own proprietary VüMe super app which will launch later this year. We remain excited about Blue Collar creating original premium content that will premiere on VũMe and become a leading revenue stream."
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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
For more information about Blue Collar Productions, visit www.bluecollar.com
SOURCE: TPT Global Tech, Inc.
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