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 January 25, 2024, the Company and its wholly owned subsidiary, 10 Fold Services, LLC (“10 Fold”), (collectively, the “Buyers”) and Jetco Holdings, LLC (the “Seller”) (together, the “Parties”) entered into an Asset Purchase Agreement (the “Agreement”) for the purchase of a Customer Relationship Management Sales Platform (the “Purchased Asset”).
Under the terms of the Agreement, the Seller shall receive the following aggregate purchase price for the Purchased Asset:
| (a) | At Closing, the Company shall issue to Seller 25 shares of Series L Preferred Stock (the “Preferred”); | |
| (b) | Seller shall receive 50% of the net revenue from all sales generated through 10 Fold utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC; | |
| (c) | Seller shall receive 10 shares of the Preferred when sales through 10 Fold reach $500,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC; | |
| (d) | Seller shall receive 10 shares of the Preferred when sales through 10 Fold reach $1,000,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC; and | |
| (e) | Seller shall receive 25 shares of the Preferred when sales through 10 Fold reach $2,000,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC. |
The transaction closed on January 25, 2024.
The foregoing provides only a brief description of the material terms of the 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 Series L Preferred Stock and the issuance of the shares of Class A 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 Series L Preferred Stock certificate and the stock certificates of Class A Common Stock 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 8.01. OTHER EVENTS.
On November 22, 2023, the Company filed a Certificate of Formation with the State of Wyoming for a new wholly owned subsidiary, 10 Fold Services, LLC.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
3.1 |
||
| 10.1 | Asset Purchase Agreement between the Company and Jetco Holdings, LLC | |
| 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: January 31, 2024 | By: | /s/ Fredrick Cutcher |
| Name: | Fredrick Cutcher | |
| Title: | Chief Executive Officer | |