GLOBAL TECHNOLOGIES, LTD (OTCMKTS:GTLL) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Purchase and Transfer of Membership Interest
On September 3, 2020, the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the “Units”) issued by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company.
In exchange for the transfer of the Units to the Company, the Company issued to Graphene a Convertible Promissory Note (the “Note”) in the amount of $250,000. The Note has a term of 6 months, is due on March 3, 2021 and accrues interest at 3% per annum.
At any time after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.
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 Promissory Note (the ‘Note”) due March 3, 2021 and the issuance of the shares of Common Stock issuable upon conversion of the 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 Note and the stock certificates issued upon conversion of the 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.
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should,” “would” or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional amount and principal on the Convertible Promissory Note due March 3, 2021 (hereinafter the “Note”), the Company’s ability to satisfy the conditions under the Note. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Note, Agreements and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with information regarding the terms of the Note and the Agreement, and not to provide shareholders and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties in the Note, Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Note and Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict the representations and warranties in the Note and Agreement. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the Note and Agreement and will update such disclosure as required by federal securities laws. Accordingly, the Note and Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the SEC.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| 10.1 | Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest |
| 10.2 | Convertible Promissory Note between Global Technologies, Ltd. and Graphene Holdings, LLC dated September 3, 2020 |
GLOBAL TECHNOLOGIES LTD Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest WHEREAS,…
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About GLOBAL TECHNOLOGIES, LTD (OTCMKTS:GTLL)
Global Technologies Ltd is the provider of Information Technology solutions. The Company is the distributor and warranty agent of Dell products in Papua New Guinea (PNG) including Dell desktops, laptops, servers and storage. Additional products available include NCR ATM Banking Solutions, VoIP and a range of brands for hardware, software, consumables and antivirus solutions. The Company also offers consultation, design, supply, implementation and maintenance for network and communications solutions. The Company designs LAN/WAN data network, IP telephony, Wireless networks, VPNs, Security solutions, Storage Area Networks and Structured Cabling systems as per the customers’ requirement. The Company through its subsidiary Global Internet Ltd, offers a range of products and services to do business, online.
