Registration
No. 333-257551
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
TPT GLOBAL TECH, INC.
(Exact
name of registrant as specified in its charter)
FLORIDA
(State
or jurisdiction of
incorporation
or organization)
|
4899
(Primary
Standard Industrial
Classification
Code Number)
|
81-3903357
(I.R.S.
Employer
Identification
No.)
|
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619)
301-4200
(Address
and telephone number of principal executive offices)
Stephen
Thomas, Chief Executive Officer
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619)
301-4200
(Name,
address and telephone number of agent for service)
COPIES
OF ALL COMMUNICATIONS TO:
Christen
Lambert, Attorney at Law
3201 Edwards Mill Rd, Ste 141-557 ● Raleigh, North Carolina 27612 ● Phone:
919-473-9130
Approximate
date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement becomes
effective.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
|
[___]
|
|
Accelerated
filer
|
[___]
|
Non-accelerated
filer
|
[_X_]
|
|
Smaller
reporting company
|
[_X_]
|
|
|
|
Emerging
growth company
|
[_X_]
|
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 7(a)(2)(B) of the Securities Act.
[__]
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities To Be Registered
|
Amount To Be
Registered(1)
|
Proposed Maximum
Offering Price Per Share(2)
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee(3)
|
|
|
|
|
|
Common stock to be
offered for resale by selling stockholders
|
75,000,000
|
$0.0145
|
$1,087,500
|
$118.65(3)(4)
|
|
|
|
|
|
|
(1)
|
Consists
of up to 75,000,000 shares of common stock to be sold to White Lion
Capital, LLC under the Purchase Agreement dated May 28,
2021.
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933 ("the Securities Act") based on the average
of the 5-day average of the high and low prices of the common stock
on June 21, 2021 as reported on the OTCQB.
|
|
(3)
|
Based
on the average price per share of $0.0145 for TPT Global Tech,
Inc.’s common stock on June 21, 2021 as reported by the OTC
Markets Group. The fee is calculated by multiplying the aggregate
offering amount by .0001091, pursuant to Section 6(b) of the
Securities Act of 1933.
|
|
(4)
|
Previously
paid.
|
The
Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY NOTE
References throughout this Amendment No. 1 to “we,”
“us,” the “Company” or “our
company” are to TPT Global Tech, Inc., unless the context
otherwise indicates.
This Amendment No. 1 (“Amendment No. 1”) to Form S-1 is
filed solely for the purpose of amending the Signature page to the
Registration Statement on Form S-1 (Registration Statement No.
333-257551) filed by TPT Global Tech, Inc. with the Securities and
Exchange Commission (the “Registration Statement”). The
Amendment No. 1 consists of this explanatory note as well as the
revised versions of the cover page and Part II of the Registration
Statement. It does not contain a copy of the preliminary prospectus
included in the Registration Statement, nor is it intended to amend
or delete any part of the preliminary prospectus.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We have
expended, or estimate to expend fees in relation to this
registration statement as detailed below:
Expenditure
Item
|
Amount
|
Attorney
Fees
|
$2,000
|
Audit
Fees
|
$4,000
|
Transfer Agent
Fees
|
$1,000
|
SEC Registration
and Blue Sky Registration fees (estimated)
|
$3000
|
Printing Costs and
Miscellaneous Expenses (estimated)
|
$4,000
|
Total
|
$14,000
|
Our
officers and directors are indemnified as provided by the Florida
Revised Statutes and the bylaws.
Under
the Florida Revised Statutes, director immunity from liability to a
company or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a company's
Articles of Incorporation. Our Articles of Incorporation do not
specifically limit the directors’ immunity. Excepted from
that immunity are: (a) a willful failure to deal fairly with us or
our shareholders in connection with a matter in which the director
has a material conflict of interest; (b) a violation of criminal
law, unless the director had reasonable cause to believe that his
or her conduct was lawful or no reasonable cause to believe that
his or her conduct was unlawful; (c) a transaction from which the
director derived an improper personal profit; and (d) willful
misconduct.
Our
bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Florida law; provided, however, that we
may modify the extent of such indemnification by individual
contracts with the directors and officers; and, provided, further,
that we shall not be required to indemnify any director or officer
in connection with any proceeding, or part thereof, initiated by
such person unless such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by the board
of directors, (c) is provided by us, in sole discretion, pursuant
to the powers vested under Florida law or (d) is required to be
made pursuant to the bylaws.
Our
bylaws provide that it will advance to any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of us, or is or was serving
at the request of us as a director or executive officer of another
company, partnership, joint venture, trust or other enterprise,
prior to the final disposition of the proceeding, promptly
following request therefore, all expenses incurred by any director
or officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if
it should be determined ultimately that such person is not entitled
to be indemnified under the bylaws or otherwise.
Our
bylaws provide that no advance shall be made by us to an officer
except by reason of the fact that such officer is or was our
director in which event this paragraph shall not apply, in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative, if a determination is reasonably and promptly
made: (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or
(b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or
not opposed to the best interests of us.
II-1
RECENT SALES OF UNREGISTERED SECURITIES
None
EXHIBIT INDEX
|
|
Incorporated by Reference
|
||
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
3.1
|
S-1
|
3.1
|
12/15/17
|
|
3.2
|
S-1
|
3.2
|
12/15/17
|
|
3.3
|
S-1
|
3.3
|
12/15/17
|
|
3.4
|
S-1
|
3.4
|
12/15/17
|
|
3.5
|
S-1
|
3.5
|
12/15/17
|
|
3.6
|
S-1
|
3.6
|
12/15/17
|
|
3.7
|
S-1
|
3.7
|
12/15/17
|
|
3.8
|
S-1
|
3.8
|
12/15/17
|
|
3.9
|
S-1
|
3.9
|
12/15/17
|
|
3.10
|
S-1
|
3.10
|
12/15/17
|
|
3.11
|
S-1
|
3.11
|
12/15/17
|
|
3.12
|
S-1
|
3.12
|
12/15/17
|
|
3.13
|
S-1
|
3.13
|
12/15/17
|
|
3.14
|
S-1
|
3.14
|
12/15/17
|
|
3.15
|
S-1
|
3.15
|
12/15/17
|
|
3.16
|
S-1
|
3.16
|
12/15/17
|
|
3.17
|
S-1
|
3.17
|
12/15/17
|
|
3.18
|
S-1
|
3.18
|
12/15/17
|
|
3.19
|
S-1
|
3.19
|
12/15/17
|
|
3.20
|
S-1
|
3.20
|
12/15/17
|
|
3.21
|
S-1
|
3.21
|
12/15/17
|
|
3.22
|
1-A
|
3.22
|
7/2/20
|
|
3.23
|
1-A
|
3.23
|
7/2/20
|
|
3.24
|
1-A
|
3.24
|
7/2/20
|
|
3.25
|
1-A/A
|
3.25
|
8/28/20
|
|
3.26
|
1-A/A
|
3.26
|
8/28/20
|
|
3.27
|
1-A/A
|
3.27
|
8/28/20
|
II-2
EXHIBIT INDEX
|
|
Incorporated by Reference
|
||
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
3.28
|
1-A/A
|
3.28
|
8/28/20
|
|
3.29
|
1-A/A
|
3.29
|
8/28/20
|
|
3.30
|
1-A/A
|
3.30
|
8/28/20
|
|
3.31
|
1-A/A
|
3.31
|
8/28/20
|
|
4.1
|
S-1
|
4.1
|
12/15/17
|
|
4.2
|
S-1
|
4.2
|
12/15/17
|
|
4.3
|
S-1
|
4.3
|
12/15/17
|
|
4.4
|
S-1
|
4.4
|
12/15/17
|
|
4.5
|
S-1
|
4.5
|
12/15/17
|
|
4.6
|
S-1
|
4.6
|
12/15/17
|
|
4.7
|
S-1/A
|
4.7
|
2/23/18
|
|
4.8
|
S-1/A
|
4.8
|
2/23/18
|
|
4.9
|
S-1/A
|
4.9
|
10/2/18
|
|
4.10
|
Promissory Note - MatrixSites,
Inc. (10.31.17)
|
S-1/A
|
4.10
|
10/2/18
|
4.11
|
S-1/A
|
4.11
|
10/2/18
|
|
4.12
|
8-K
|
|
3/10/20
|
|
4.13
|
1-A
|
4.13
|
7/2/20
|
|
5.1
|
Opinion
re: Legality
|
|
|
|
10.1
|
S-1
|
10.1
|
12/15/17
|
|
10.2
|
S-1
|
10.2
|
12/15/17
|
|
10.3
|
S-1
|
10.3
|
12/15/17
|
|
10.4
|
S-1
|
10.4
|
12/15/17
|
|
10.5
|
S-1
|
10.5
|
12/15/17
|
|
10.6
|
S-1
|
10.6
|
12/15/17
|
|
10.7
|
S-1
|
10.7
|
12/15/17
|
|
10.8
|
S-1
|
10.8
|
12/15/17
|
II-3
EXHIBIT INDEX
|
|
Incorporated by Reference
|
||
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
10.9
|
S-1
|
10.9
|
12/15/17
|
|
10.10
|
S-1
|
10.10
|
12/15/17
|
|
10.11
|
S-1
|
10.11
|
12/15/17
|
|
10.12
|
S-1
|
10.12
|
12/15/17
|
|
10.13
|
S-1
|
10.13
|
12/15/17
|
|
10.14
|
S-1
|
10.14
|
12/15/17
|
|
10.15
|
S-1/A
|
10.15
|
2/23/18
|
|
10.16
|
S-1/A
|
10.16
|
2/23/18
|
|
10.17
|
S-1/A
|
10.17
|
10/2/18
|
|
10.18
|
S-1/A
|
10.18
|
10/2/18
|
|
10.19
|
S-1/A
|
10.19
|
10/2/18
|
|
10.20
|
S-1/A
|
10.20
|
10/2/18
|
|
10.21
|
S-1/A
|
10.21
|
10/2/18
|
|
10.22
|
S-1/A
|
10.22
|
10/2/18
|
|
10.23
|
S-1/A
|
10.23
|
11/5/18
|
|
10.24
|
S-1/A
|
10.24
|
11/5/18
|
|
10.25
|
8-K
|
10.1
|
3/22/19
|
|
10.26
|
8-K
|
10.1
|
3/27/19
|
|
10.27
|
8-K
|
10.2
|
3/27/19
|
|
10.28
|
8-K
|
10.3
|
3/27/19
|
|
10.29
|
8-K
|
10.1
|
4/8/19
|
|
10.30
|
8-K
|
10.1
|
3/3/20
|
|
10.31
|
8-K
|
10.1
|
3/19/20
|
|
10.32
|
8-K
|
10.1
|
6/10/20
|
|
10.33
|
1-A/A
|
6.33
|
8/28/20
|
|
10.34
|
1-A/A
|
6.34
|
8/28/20
|
II-4
EXHIBIT INDEX
|
|
Incorporated by Reference
|
||
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing
Date/Period
End Date
|
10.35
|
1-A/A
|
6.35
|
8/28/20
|
|
10.36
|
8-K
|
10.1
|
8/17/20
|
|
10.37
|
8-K
|
10.1
|
9/9/20
|
|
10.38
|
8-K
|
10.2
|
9/9/20
|
|
10.39
|
8-K
|
|
9/10/20
|
|
10.40
|
S-1
|
10.40
|
10/28/20
|
|
10.41
|
S-1
|
10.41
|
10/28/20
|
|
10.42
|
S-1
|
10.42
|
10/28/20
|
|
10.43
|
S-1
|
10.43
|
10/28/20
|
|
10.44
|
S-1/A
|
10.44
|
1/15/21
|
|
10.45
|
S-1/A
|
10.45
|
1/15/21
|
|
10.46
|
S-1/A
|
10.46
|
1/15/21
|
|
10.47
|
S-1
|
10.47
|
6/30/21
|
|
10.48
|
S-1
|
10.48
|
6/30/21
|
|
|
|
|
|
|
21.1
|
S-1
|
21.1
|
6/30/21
|
|
23.1
|
S-1
|
23.1
|
6/30/21
|
|
23.2
|
S-1
|
23.2
|
6/30/21
|
|
99.1
|
S-1
|
99.1
|
12/15/17
|
|
99.2
|
S-1
|
99.2
|
12/15/17
|
II-5
UNDERTAKINGS
The undersigned registrant hereby undertakes
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
i.
To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii.
To reflect in the Prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of Prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement. iii. To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to
such information in the registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
i.
Any Preliminary Prospectus or Prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii.
Any free writing Prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii.
The portion of any other free writing Prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
5. That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser: Each Prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than Prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or Prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
Prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or Prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers
and controlling persons, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer or
controlling person of the corporation in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the
matter has been settled by a controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the
final adjudication of such case.
II-6
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized on July 6,
2021.
TPT GLOBAL TECH, INC.
/s/
Stephen J. Thomas, III
|
|
July 6,
2021
|
Stephen
J. Thomas, III
|
|
|
(Chief
Executive Officer, Chairman of the Board and Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
/s/
Gary Cook
|
|
July 6, 2021
|
Gary
Cook
|
|
|
(Chief
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
In
accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
/s/
Stephen J. Thomas, III
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July 6, 2021
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Stephen
J. Thomas, III, President, Director, Chief Executive
Officer
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/s/ Gary Cook |
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July 6, 2021
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Gary Cook, Chief Financial Officer |
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/s/
Richard Eberhardt
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July 6, 2021
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Richard
Eberhardt, Director
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/s/
Arkady Shkolnik
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July 6, 2021
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Arkady
Shkolnik, Director
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/s/
Reginald Thomas
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July 6, 2021
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Reginald
Thomas, Director
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II-7