Form 8-K - Current report

0001661039false00016610392024-02-142024-02-14iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

  

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 14, 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)

 

[phone]

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)
☐	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: 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

 

On February 15, 2024, TPT Global Tech, Inc. (the "Company"), entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "Investor"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock, par value $0.001 (the "Common Stock"), to the Investor, in increments, over the period ending twenty-four (24) months after the date the Registration Statement (as defined below) is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA.  The Company will pay a finder’s fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company.

 

The descriptions of the SECA and RRA do not purport to be complete and are qualified in its entirety by reference to the full text of the SECA and RRA, copies of the forms of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The Company also entered into a Registration Rights Agreement, dated February 14, 2024 with the Investor (the “RRA”), which requires the Company to file a registration statement (the “Registration Statement”) within 90 days providing for the registration of the Common Stock issuable to Investor under the SECA, and the subsequent resale by Investor of such Common Stock.

 

The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Shares was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Shares by the Company; (d) the Shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the Shares took place directly between the individual and the Company; and (f) the recipient of the Shares is an accredited investor.

 

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 20, 2024, the Company issued a press release entitled “Industry Pioneer Joins Forces with TPTW Global Tech to Spearhead Adaptive Artificial Intelligence and Data Stream Learning in Smart Cities Revolution through VuMe App Super APP Enhancement”.  A copy of the press release is attached hereto as Exhibit 99.1.

 

On February 23, 2024, the Company issued a press release entitled “TPT Global Tech Announces $3,000,000 Equity Financing to Support VuMe Super App Launch and Strengthen Financial Position Distribution”.  A copy of the press release is attached hereto as Exhibit 99.2.

 

Item 9.01 Exhibits

 

The following exhibits are filed with this report on Form 8-K.

 

Exhibit Number		Exhibit
10.1		Standby Equity Commitment Agreement
10.2		Registration Rights Agreement
99.1		Press Release dated February 20, 2024
99.2		Press Release dated February 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

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
		Stephen J. Thomas, III,
		Title: Chief Executive Officer
		Date: February 23, 2024

  

3

 

nullnullnullnull

Cover	Feb. 14, 2024
Cover [Abstract]
Entity Registrant Name	TPT GLOBAL TECH, INC.
Entity Central Index Key	0001661039
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Feb. 14, 2024
Entity File Number	333-222094
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	81-3903357
Entity Address Address Line 1	501 West Broadway
Entity Address Address Line 2	Suite 800
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92101
City Area Code	619
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	301-4200

---