UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 17, 2023, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jetco Holdings, LLC (the “Purchaser”). Under the terms of the Agreement, the Purchaser acquired six shares of the Company’s Series L Preferred Stock for the purchase price of $30,000. The transaction closed on November 21, 2023.
The foregoing provides only a brief description of the material terms of the Securities Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the document filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference.
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 shares of Common Stock issuable upon conversion of the Series L Preferred Stock 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 stock certificates issued upon conversion of the Series L Preferred Stock, 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.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement between the Company and Jetco Holdings, LLC dated November 17, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| GLOBAL TECHNOLOGIES, LTD | ||
| Date: November 27, 2023 | By: | /s/ Fredrick Cutcher |
| Name: | Fredrick Cutcher | |
| Title: | Chief Executive Officer | |