8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2023

GZ6G TECHNOLOGIES CORP.

(Exact name of Company as specified in its charter)

Nevada	000-51007	20-0452700
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1 Technology Drive, Bldg B, Suite B123

Irvine, California 92618

(Address of principal executive offices)

(949) 872-1965

(Company's Telephone Number)

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 (see General Instruction A.2. below):

☐   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.   ☐

Securities registered pursuant to Section 12(b) of the Act: None

Section 8 Other Events

Item 8.01 Other Events

GZ6G Technologies Corp. (the “Company’) has engaged Pacific Stock Transfer Company (a Securitize company) (“PST”) as its successor registered transfer agent to replace Continental Stock Transfer and Trust Company.

Shareholders may contact PST at info@pacificstocktransfer.com

A copy of the Company’s press release in respect to the aforementioned is appended to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements & Exhibits

99.1	Press release issued May 26, 2023
104	Cover Page Interactive Data File

2

FORWARD LOOKING STATEMENTS

Certain statements in this Current Report Form 8-K may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Current Report Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company's expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Current Report Form 8-K are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as "may," "can," "will," "should," "could," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "goals," "projects," "outlook," "continue," "preliminary," "guidance," or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. We can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans, or expectations contemplated by our company will be achieved.

We caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Current Report Form 8-K. We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company's public filings with the SEC, which are available to the public at the SEC's website at www.sec.gov.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GZ6G TECHNOLOGIES CORP
Date: May 26, 2023	By:	/s/ William Coleman Smith
		Name: William Coleman Smith
		Title: President

4

EX-99.1

EXHIBIT 99.1

GZ6G Technologies Corp. Engages Successor Firm

to Serve as Transfer Agent

IRVINE, CA, May 26, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- GZ6G Technologies Corp. (OTCQB: GZIC) (Company, GZIC) has engaged Pacific Stock Transfer Company (a Securitize company) (“PST”) as its successor registered transfer agent to replace Continental Stock Transfer and Trust Company.

On May 15, 2023, Continental Stock Transfer and Trust Company finalized the transfer of our shareholder records to PST. The engagement of PST to handle the transfer services for the Company will be a huge asset to GZIC moving forward, and we are looking forward to working with them.

PST was acquired by Securitize in 2022, becoming a top 10 U.S. transfer agent while maintaining unmatched customer service, accurate and timely transaction services and a second to none team of experienced professionals. The expeditious response time and level of expertise PST can afford the Company and its shareholders will serve to enhance our corporate operations.

Shareholders may contact PST at info@pacificstocktransfer.com

About GZ6G Technologies

GZ6G Technologies provides smart digital technologies through its proprietary platform to offer 5G and Wi-Fi 6 technology applications to large venues, including stadiums and universities, and municipalities nationwide. Through a family of four business units, the Company advises on critical decisions about how best to store, process, and protect data, upgrade facilities and building operations with emerging wireless and IoT applications, and helps to create new revenue streams and profit centers. For more information, visit: www.gz6g.com; Twitter: @greenzebra

Safe Harbor Statement:

In addition to historical information, this press release may contain statements that constitute forward-looking statements. Forward-looking statements contained in this press release including, but not limited to, the ability of the partnership with Globe Life Field to inspire other venues to utilize the Company’s services, that VenuTrax should provide a considerable number of monetization opportunities, and that the Company’s technologies re future-proof, are the intent, belief, or expectations of the Company and members of its management team with respect to the Company’s future business operations and the assumptions upon which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Factors that could cause these differences include, but are not limited to, failure to complete anticipated sales under negotiations, lack of revenue growth, client discontinuances, failure to realize improvements in performance, efficiency and profitability, and adverse development with respect to litigation or increased litigation costs, the operation or performance of the Company's business units or the market price of its common stock. Additional factors that would cause actual results to differ materially from those contemplated within this press release can also be found in filings made with the U.S. Securities and Exchange Commission (SEC) from time to time, available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update any forward-looking statements after the date of this release, except as required by law.

GZ6G Technologies Corp.—

Coleman Smith, CEO

Cole@greenzebra.net

Investor Relations—

ir@greenzebra.net

2

XML

Cover	May 15, 2023
Cover [Abstract]
Entity Registrant Name	GZ6G TECHNOLOGIES CORP.
Entity Central Index Key	0001286648
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 15, 2023
Entity Incorporation State Country Code	NV
Entity File Number	000-51007
Entity Tax Identification Number	20-0452700
Entity Address Address Line 1	1 Technology Drive
Entity Address Address Line 2	Bldg B
Entity Address Address Line 3	Suite B123
Entity Address City Or Town	Irvine
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92618
City Area Code	949
Local Phone Number	872-1965
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false