Form 8-K - Current report

 

 

 

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 11, 2024

 

Global Tech Industries Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		000-10210		[90-1604380]
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

511 Sixth Avenue, Suite 800

New York, NY 10011

(Address of Principal Executive Offices) (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐	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 240.13(c)(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class		Trading Symbol		Name of each exchange on which registered
Common Stock		GTII		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.

 

On June 11, 2024, Global Tech Industries Group, Inc. (the “Company”) entered into Stock Cancellation Agreements (collectively, the “Agreements”) with certain officers and directors of the Company pursuant to which Agreements an aggregate of 36,460,714 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), were canceled and are no longer issued and outstanding. The Shares were previously issued by the Company to such officers and directors on or about January 25, 2023.

 

On December 1, 2023 the Company engaged Afshin Luke Rahbari as an advisor to the Company’s Board of Directors (the “Board”). Subsequently, upon a review by Mr. Rahbari it was determined that the Shares were previously erroneously and inadvertently issued and that the cancellation of the Shares was in the best interests of the Company and its shareholders.

 

The foregoing description of the Agreements is a summary only, does not purport to set forth the complete terms of the Agreements and is qualified in its entirety by reference to the form of the Agreements filed as Exhibit 10.1 to this Current Report on Form 8-K and hereby incorporated by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

To the extent required by Item 5.02 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1*		Form of Stock Cancellation Agreement.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 Tech Industries Group, Inc.
Date: June 17, 2024	By:	/s/ David Reichman
	Name:	David Reichman
	Title:	Chairman & CEO

 

 

Exhibit 10.1

 

SHARE CANCELLATION AGREEMENT

 

This SHARE CANCELLATION AGREEMENT (this “Agreement”), dated June 7, 2024 (the “Effective Date”), by and between Global Tech Industries Group, Inc. (the “Company”), a Nevada corporation, and [                ] individually (the “Shareholder”). Company and Shareholder are also hereinafter individually and jointly referred to as “Party” and/or “Parties”.

 

RECITALS

 

WHEREAS, the Shareholder erroneously received [        ] shares (the “Shares”) of the Company’s commons stock, par value $0.001 per share (the “Common Stock”) on or about January 25, 2023; and

 

WHEREAS, the Company and Shareholder desire to cancel and terminate the Shares and any and all of Shareholder’s rights arising thereunder;

 

WHEREAS, the Board of Directors of the Company has approved the terms of this Agreement; and

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement mutually agree as follows.

 

AGREEMENT

 

In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

 

1. Cancellation of Cancellation Shares. On the Effective Date, the Shareholder will deliver to Company the necessary documentation for the cancellation of the Shares and hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Shares such that the Shares will no longer be outstanding on the stock ledger of the Company. The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Shares.

 

2. Effective Date. This Agreement shall become effective upon the execution of this Agreement. The transactions to occur at such place and time with respect to this Agreement are referred to herein as the “Closing”.

 

3. Waiver. At and subsequent to the Closing, the Shareholder hereby waives any and all rights and interests it has, had or may have with respect to the Shares.

 

 

4. Release of Claims. At and subsequent to the Closing, the Shareholder, on behalf of its affiliates and related entities hereby releases and forever discharges the Company, and its respective past, present and future officers, directors, partners, principals, agents, employees, affiliates, related entities, successors and assigns from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys’ fees and liabilities whatsoever, whether based on contract, tort, statutory or other legal or equitable theories of recovery, and whether known or unknown, asserted or unasserted, which in any way are based upon, arise out of or relate to the Shares. The Parties intend that this Agreement cover all claims or possible claims based upon, arising out of or related to those matters referred to in the foregoing release, whether such claims or possible claims are known, unknown or hereafter discovered.

 

5. Representations by the Shareholder.

 

(a) The Shareholder owns the Shares of record and beneficially free and clear of all liens, claims, charges, security interests, and/or encumbrances of any kind whatsoever. The Shareholder has sole control over the Shares and/or sole discretionary authority over any account in which they are held. Except for this Agreement, no person/entity has any option or right to purchase or otherwise acquire the Shares, whether by contract of sale or otherwise, nor is there a “short position” as to the Shares.

 

(b) The Shareholder has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, binding obligation of the Shareholder, enforceable against it in accordance with its terms (except as such enforceability may be limited by laws affecting creditor’s rights generally).

 

(c) The Shareholder represents and warrants that it has the requisite authority and capacity to enter into this Agreement, as well as carry out the terms/conditions referenced herein. Additionally, Shareholder represents and warrants that its compliance with the terms and conditions of this Agreement and will not violate any instrument relating to the conduct of its business, or any other agreement which it may be a party, or any Federal and State rules or regulations applicable to either Party.

 

6. Further Assurances. Each Party to this Agreement will use its best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the execution and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Shares).

 

7. Entire Agreement; Amendments. This Agreement contains the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically set forth herein, neither the Company nor the Shareholder makes any representation, warranty, covenant or undertaking with respect to such matters. No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by both Parties. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

 

 

8. Survival of Agreements, Representations and Warranties, etc. All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

 

9. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

 

10. Governing Law. This Agreement and the obligations, rights and remedies of the Parties hereto are to be construed in accordance with and governed by the laws of the State of New York, with any action/dispute concerning this Agreement to be commenced exclusively in the state and federal courts sitting in the City of New York.

 

11. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

12. Miscellaneous. This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any number of counterparts and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument.

 

[Signature page to follow]

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Share Cancellation Agreement as of the date first above written.

 

	Global Tech Industries Group, Inc.
	By:
	Name:	David Reichman
	Title:	Chairman & CEO
	[              ] Individually

 

Cover	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	000-10210
Entity Registrant Name	Global Tech Industries Group, Inc.
Entity Central Index Key	0000356590
Entity Tax Identification Number	90-1604380
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	511 Sixth Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
City Area Code	(212)
Local Phone Number	204-7926
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GTII
Entity Emerging Growth Company	false

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