Attached files
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: May 28, 2021
TPT Global Tech, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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333-222094
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81-3903357
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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)
[ ] 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))
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 May
28, 2021, TPT Global Tech, Inc.
(the “Company” or “TPT Global Tech") signed a
Common Stock Purchase Agreement (“Stock Purchase
Agreement”) whereby An Institutional Investor
(“Institutional Investor”) shall purchase, from time to
time, as provided in the Stock Purchase Agreement, and the Company
shall issue and sell up to $5,000,000 of the Company’s common
stock, in the Company’s sole discretion, after appropriate
common shares of the Company’s common stock are registered
with the Securities and Exchange Commission in accordance with a
Registration Rights Agreement dated May 28, 2021. According
to the Stock Purchase Agreement, there is no minimum number of
common shares required to be sold by the Company or purchased by
Institutional Investor. Common shares to be sold are limited
generally to the lessor of 200% of the average daily trading volume
over the previous five business days from the purchase date, as
defined, or $1,000,000, however this limitation can be waived by
Institutional Investor. The Stock Purchase Agreement, although it
contains a fixed share price option if agreed by the Company and
Institutional Investor, will be at a 15% discount to
market.
The
Company may have multiple closings, as desired, and proceeds will
be available five business days from each purchase date. The
Company intends to use the proceeds from any sells of common stock
for debt reduction, completion of the Company’s 4G +/5G
network expansion plan throughout its TPT Global Tech subsidiary
TPT SpeedConnect Midwestern network, launching of its TV and social
media platforms, further deployment of its QuikLAB™ &
QuikPASS™ Point-Of-Care Technology products across the United
States and abroad, as well as support of general and administrative
expenses and general working capital.
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 May 21, 2021, the Company issued a press release entitled
“TPT Global Tech, Inc's. Subsidiary, "TPT SpeedConnect",
Announces the Completion of its First 3GHz Network Deployment
adding another Valuable Technology as the Company Continues to
Upgrade its 5GHz and 2GHz Rural Broadband Network.”
A copy of the press release is
attached hereto as Exhibit 99.1.
On May 24, 2021, the Company issued a press release entitled
“TPT Global Tech, Inc's. Subsidiary, "Blue Collar
Productions, Inc.," Announces Bounce Back From Pandemic Slowdown
With Surge Of New Business Growth!” A copy of the press release is attached hereto as
Exhibit 99.2.
On June 1, 2021, the Company issued a press release entitled
“TPT Global Tech Signed A Common Stock Purchase Agreement
Whereby A Southern California Institutional Investment Fund Will
Invest Up To $5M As the Company Explores Up Listing to Major US
Stock Exchange.” A copy
of the press release is attached hereto as Exhibit
99.3.
On June 7, 2021, the Company issued a press release entitled
“&B Legend Larry “D”Dodson to Host TPT Global
Tech’s Concert Production “Back to Life, Back to
Reality” in Tunica, Mississippi.” A copy of the press release is attached hereto as
Exhibit 99.4.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form
8-K.
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Exhibit
Number
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Exhibit
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Common
Stock Purchase Agreement dated May 28, 2021
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Registration
Rights Agreement dated May 28, 2021
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Press
Release dated May 21, 2021
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Press
Release dated May 24, 2021
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Press
Release dated June 1, 2021
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Press
Release dated June 7, 2021
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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.
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TPT GLOBAL TECH, INC.
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Date:
June 9, 2021
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By:
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/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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