8-K

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 (Date of earliest event reported): June 12, 2018

GOPHER PROTOCOL INC.

(Exact name of registrant as specified in its charter)

(Former Name of Registrant)

Nevada	000-54530	27-0603137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2500 Broadway, Suite F-125, Santa Monica, CA 90404 

(Address of principal executive offices) (zip code)

424-238-4589

(Registrant's telephone number, including area code)

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 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 8.01 Other Events

On June 12, 2018, Gopher Protocol Inc. (the “Company”) entered into a Letter of Intent (the “LOI”) with Gopher Protocol Costa Rica, S.R.L. (“Gopher CR”), a partially owned subsidiary of the Company, GBT Technologies, S.A. (“GBT”) and Tokenize-IT, S.A. (“Tokenize”). The LOI contemplates the acquisition of Tokenize by Gopher CR and the issuance of 20 million shares of common stock of the Company (the “GOPH Shares”) to Tokenize. Concurrent with the acquisition, Tokenize will enter into a joint venture agreement with GBT pursuant to which Tokenize will transfer and assign the GOPH Shares to GBT and issue equity securities of Tokenize providing GBT with 50% equity ownership in Tokenize with the balance owned by Gopher CR in consideration of GBT providing Tokenize with access to its currency trading platform that is a fully licensed and Central Bank regulated “Currency Exchange” in Costa Rica.

No assurance can be given that a definitive agreement will be entered into,that the appropriate governing bodies including the Company’s board of directors will approve such transactions,that the proposed transactions contemplated above will be consummated, or that Tokenize will be able to obtain adequate funds needed to fund its business plan.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01   Financial Statements and Exhibits

Exhibit No.	Description
99.1	Letter of Intent between Gopher Protocol, Inc., Gopher Protocol Costa Rica, S.R.L., GBT Technologies, S.A. and Tokenize-IT, S.A. dated June 12, 2018

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.

Gopher Protocol Inc.
By:	/s/ Mansour Khatib
Name: Mansour Khatib
Title: Chief Executive Officer
Date: June 13, 2018

EX-99.1

Exhibit 99.1

June 12, 2018

To:                       Mansour Khatib, CEO

Gopher Protocol Inc.

2500 Broadway, Suite F-125

Santa Monica, CA 90404

Gopher Protocol Costa Rica, S.R.L.

Davivienda Bldg 1^st fl.

Escazu, San Jose 10203

GBT Technologies, S.A.

EBC Bldg, 9th f. Escazu, San Jose 10203

From:                   Pablo González, MBA.

Secretary

Tokenize-IT, S.A.

Escazú, San José 10203

Costa Rica

OBJECT: LETTER OF INTENT-OFFER FOR PRIVATE PLACEMENT MEMORANDUM

Dear Sirs:

This letter (“Letter of Intent”) sets forth the basic preliminary terms between TOKENIZE-IT, S.A. a company organized and existing under the laws of the Republic of Costa Rica (“Developer”), a software and technology company based in San Jose, Costa Rica that has developed proprietary blockchain based technology to be offered to third parties seeking to hold underlying assets that may produce income or capital gains that are then represented by tokens based on different blockchain protocols (“Blockchain Business”). In addition to proprietary blockchain based technology, the Developer has also entered into a Joint Venture Agreement (“JV Agreement”) with GBT Technologies, S.A. (“GBT”) to access GBT’s currency trading platform that GBT is in process of acquiring (“Target”). Target is a fully licensed and Central Bank regulated “Currency Exchange” in Costa Rica. The Target platform will also be made available to other blockchain based businesses to be operated by Developer to allow for the integration of such tokenized assets with the traditional financial system. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement.

The following Letter of Intent will set forth the following terms and conditions that will govern the parties intention in entering a binding agreement.

This Letter of Intent also evidences the intentions of the parties with respect to the following agreements:

1. The Developer is owned 100% by the Lara Group.

2. Gopher Protocol Costa Rica, S.R.L. (“Gopher CR”) is 50% owned by each GOPH and the Lara Group.

3. GOPH and the Lara Group each intend to contribute property to Gopher CR with GOPH contributing 20,000,000 shares of common stock of GOPH (the “GOPH Shares”) valued at USD $100,000,000 or $5 per share and the Lara Group contributing 100% of the Developer. The Developer is valuing its business including its Blockchain Business coupled with the Target Platform as a fully regulated currency exchange and trading platform with direct access to the Costa Rican Central Bank’s payment system known as SINPE, at a value of USD$100,000,000. Gopher CR will subsequently assign the GOPH Shares to the Developer. As a result of such contribution, Gopher CR will own 100% of the Developer and the Developer will in turn hold the GOPH Shares.

4. Concurrently with the acquisition of the Target by GBT and as part of the closing of the JV Agreement pursuant to which GBT and the Target will provide that the Developer will be able to allow for the integration of third party tokenized assets with the traditional financial system, the Developer will transfer, assign and sell the GOPH Shares to GBT and issue 50% of its equity securities to GBT resulting in the Developer being owned 50% by Gopher CR and 50% by GBT.

5. For a period of six months from the closing, GBT will hold piggy back registration rights to be included on any registration statement filed with the SEC by GOPH excluding Form S-8, Form S-4 or Form S-3 (File No. 333-225189).

This transaction is expressly subject to the following conditions:

a) GBT fully owning and being authorized as sole shareholder of Target, which must be approved by the Costa Rican Central Bank and its banking regulatory body: SUGEF.

b) GOPH issuing and making available to the Developer the GOPH Shares.

c) Target being in full regulatory compliance with the Central Bank of Costa Rica and its baking regulator: SUGEF during the course of this ongoing negotiation and no material regulatory infringements or issues arising during such time. Target’s on going negotiation with at least two sovereign countries about tokenizing their assets/debt/reserves in capacity that accede $5 Billion US Dollars.

It is clear to the parties that Gopher is merely an investor and its technology may be licensed to Developer in the future. It is also clear to the parties that Mauricio Lara as individual as well as shareholder, attorney and business man is CONTROLING both Target and Gopher CR. Gopher will NOT have any board seats on GBT, Target or the Developer.

Upon execution of this Letter of Intent by yourselves, the paragraphs subsequent to this one will constitute legally binding and enforceable agreements of Promoter and yourselves. These agreements shall be in effect for a term of ninety (90) days from the date set out below and shall continue thereafter until terminated by either party following thirty (30) days prior written notice.

During the term hereof, all parties agree that they will not directly or indirectly solicit, initiate, or participate in discussions or negotiations with any person or company other than the parties to this Letter of Intent relating to the transactions and business contemplated herein. During such time, all parties will conduct its business in the ordinary course without any material changes in its operations.

During the term hereof, each of the undersigned agree to use its best efforts to negotiate definitive agreements carrying out the intent of this Letter of Intent and to consummate the transactions described above.

Prior to the parties entering into the contemplated definitive agreements, all parties to this Letter of Intent shall use their best efforts to retain the confidentiality of these negotiations and the proposed transaction.

Sincerely,

TOKENIZE-IT, S.A.

/s/ Pablo Gonzalez

Authorized Signature

Mr. Pablo Gonzalez

Secretary

ACKOWLEDGED AND AGREED:

GOPHER PROTOCOL Inc.

/s/ Mansour Khatib

Authorized Signature

Mansour Khatib, CEO

GOPHER PROTOCOL COSTA RICA, S.R.L.

/s/ Mauricio E. Lara

Authorized Signature

Mr. Mauricio E. Lara R., Esq.

Manager

GBT Technologies, S.A.

/s/ Jose M. Nunez Ramirez

Authorized Signature

Name: Jose M. Nunez Ramirez

Title: Treasurer