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: September 11, 2023

 

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)

 

(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))

 

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 1.02 Termination of a Material Definitive Agreement

 

On September 11, 2023, TPT Strategic, Inc. (“TPT Strategic”), a majority owned subsidiary of TPT Global Tech, Inc., entered into a Settlement Agreement and Mutual Release (“Settlement Agreement”) with Everett Lanier and Information Security and Training, LLC (“Second Parties”).

 

The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the parties or their officers, directors, shareholders, or representatives arising from or relating to Second Parties’ activities during the period from approximately 2022 to date hereof, except as to those rights specifically set forth in the Settlement Agreement.

 

TPT Strategic and the Second Parties have reached a settlement of certain matters, any payables to or from TPT Strategic from or to Second Parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic by the Second Parties.

 

Certain matters have arisen regarding Second Parties that had not previously been disclosed to TPT Strategic by Second Parties and still have not been fully disclosed on the advice of counsel to Second parties, and such matters could materially affect the financials and business of TPT Strategic, and it is deemed grounds for the rescission of the acquisition of Information and Security Training LLC, by TPT Strategic, which occurred in 2022, and the release and cancellation of the Series B Preferred Stock of TPT Strategic issued to Everett Lanier, and the release by TPT Strategic of any claim of ownership to Information and Security Training LLC.

 

The entirety of the Settlement Agreement is attached hereto as Exhibit 10.1.

 

Item 9.01 Exhibits

 

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

 

Exhibit Number

 

Exhibit

10.1

 

Settlement Agreement and Mutual Release

 

 

 

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: September 12, 2023

 

 

 
3

  

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Sep. 11, 2023
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Entity Registrant Name TPT Global Tech, Inc.
Entity Central Index Key 0001661039
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Sep. 11, 2023
Entity Ex Transition Period false
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
Local Phone Number 301-4200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false

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