UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
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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 1.01. Entry into a Material Definitive Agreement.
On February 18, 2022, GBT Technologies Inc. (the “Company”), effective March 1, 2022, entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“MAHASER”) pursuant to which the Company acquired the opportunity to share in revenues generated by MAHASER with respect to e-commerce sales through the world biggest online retail platform in the United States of America. MAHASER owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics. The Company will operate the e-commerce platform and will be entitled to 95% for all revenue generated by and received by MAHASER from the s for the period from March 1, 2022 through December 31, 2022. The RSA provides that the Company will be entitled to appoint a manager to MAHASER. As consideration, the Company will pay MAHASER $100,000 no later than March 1, 2022 and issue MAHASER 1,000,000 shares of the Company’s restricted common stock. The Company shall have no obligations to make any further payments to MAHASER. For any further extensions, the Company will have the option to extend the RSA for annual payment of $200,000, which can be payable with the Company’s shares of common stock payable based on 20 days VWAP prior to issuance.
On March 16, 2022 the parties entered into Amendment No. 1 to the to the RSA, where all consideration to be paid or issued to MAHASER will be deferred until such time where the e-commerce platform generated in cumulative revenue of $1,000,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are filed as Exhibits:
| Exhibit No. | Description |
| 10.1 | Amendment No. 1 to the Revenue Sharing Agreement between GBT Technologies Inc. and MAHASER LTD. dated March 16, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GBT TECHNOLOGIES INC. | ||
| By: | /s/ Mansour Khatib | |
| Name: Mansour Khatib | ||
| Title: Chief Executive Officer | ||
| Date: March 16, 2022 | ||
Exhibit 10.1
AMENDMENT NO. 1 TO THE
REVENUE SHARING AGREEMENT
This AMENDMENT NO. 1 TO THE REVENUE SHARING AGREEMENT is made as of the 16th day of March, 2022, between MAHASER LTD (“Company”) and GBT Technologies, Inc. (“Purchaser”).
WHEREAS, the parties entered into REVENUE SHARING AGREEMENT effective March 1, 2022 (“RSA”).
WHEREAS, the parties desire to amend the RSA to extend the dates for the Purchaser to deliver the consideration set forth in the RSA.
NOW, THEREFORE, the parties agree as follows:
| 1. | Section 1(a) of the RSA is hereby amended and restated as follows: |
(a) Upon the Purchaser generating revenue in excess of $1,000,000 under the RSA, Purchaser shall deliver in cash to Company $100,000 and deliver to Company 1,000,000 shares of GBT Technologies, Inc. common stock which has not been registered and is subject to the SEC Rule 144 holding period.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement as of the date first above written.
| Mahaser LTD. | ||
| By: | ||
| Name: Mo Jacob, Manager | ||
| GBT Technologies, INC. | ||
| By: | ||
| Name: Mansour Khatib, CEO | ||
Cover |
Mar. 16, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 16, 2022 |
| Entity File Number | 000-54530 |
| Entity Registrant Name | GBT TECHNOLOGIES INC. |
| Entity Central Index Key | 0001471781 |
| Entity Tax Identification Number | 27-0603137 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 2450 Colorado Ave. |
| Entity Address, Address Line Two | Suite 100E |
| Entity Address, City or Town | Santa Monica |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90404 |
| City Area Code | 888 |
| Local Phone Number | 685-7336 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Not Applicable. |
| Entity Emerging Growth Company | false |