Current Report Filing (8-k)
June 06 2023 - 5:22PM
Edgar (US Regulatory)
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2023-06-06
2023-06-06
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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 (Date of earliest event reported): June 6,
2023 (May 31, 2023)
GLOBAL
TECHNOLOGIES, LTD
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-25668 |
|
86-0970492 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8
Campus Dr., Suite
105Parsippany,
NJ 07054
(Address
of Principal Executive Office) (Zip Code)
(973)
233-5151
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Not
Applicable
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
GTLL |
|
OTC
Markets “PINK” |
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.
As
previously reported in the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May
23, 2023, the Company executed a Convertible Note (the “Old Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC
(the “Holder”) in the principal amount of $40,000 on May 17, 2023.
On
May 31, 2023, the Company and the Holder agreed to rescind the Old Convertible Note and issue the Holder a new Convertible Note (the
“New Convertible Note”) in the amount of $90,000 and enter into a Securities Purchase Agreement (the “SPA”).
The New Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024, and bears interest
at 8% per annum. Any Principal Amount or interest on this New Convertible Note which is not paid when due shall bear
interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by law from the due
date thereof until the same is paid (“Default Interest”). The New Convertible Note
is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. The per share
conversion price into which Principal Amount and interest (including any Default Interest) under this New Convertible Note shall be convertible
into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in
this New Convertible Note.
Upon
the occurrence of any Event of Default, this New Convertible Note shall become immediately due and payable, and the Company shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued
interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”),
as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice,
all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other rights and remedies available
at law or in equity. The transaction closed on May 31, 2023.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM
3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
issuance of the Convertible Note (the ‘Convertible Note”) due May 31, 2024 and the issuance of the shares of Common Stock
issuable upon conversion of the Convertible Note will be exempt from registration under Securities Act Section 4(a)(2) and Securities
Act Rule 506(b). The Investor is sophisticated and represented in writing that they were an accredited investor and acquired the securities
for their own account for investment purposes. A legend will be placed on the Convertible Note and the stock certificates issued upon
conversion of the Convertible Note, subject to the terms of the transaction documents, stating that the securities have not been registered
under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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 thereunto duly authorized.
| |
GLOBAL
TECHNOLOGIES, LTD |
| |
|
|
| Date:
June 6, 2023 |
By: |
/s/
Fredrick Cutcher |
| |
Name:
|
Fredrick
Cutcher |
| |
Title: |
Chief
Executive Officer |
Global Technologies (PK) (USOTC:GTLL)
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