Form 8-K GBT Technologies Inc. For: May 28

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May 28, 2021 4:02 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2021

GBT TECHNOLOGIES INC.

(Exact name of small business issuer as specified in its charter)

Nevada	000-54530	27-0603137
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404

(Address of principal executive offices) (Zip code)

Registrant’s telephone number including area code: 888-685-7336

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 Instructions 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. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol	Name of each exchange on which registered
Not applicable.

Item 1.01

Entry Into a Material Definitive Agreement

Item 3.02

Unregistered Sales of Equity Securities

Item 5.01

Changes in Control of Registrant

On March 6, 2020, GBT Technologies Inc. (the “Company”) through its newly acquired wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”). Under the Tokenize Agreement, the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”). The purpose of GBT Tokenize is to develop, maintain and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout the State of California. Upon generating revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal for other territories. Tokenize contributed the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company contributed 100,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize. Tokenize and the Company each own 50% of GBT Tokenize.

On May 28, 2021, the parties agreed to amend the Tokenize Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental United States. The Company has further agreed to issue GBT Tokenize an additional seven hundred million shares of common stock of the Company. Following the issuance of the shares of common stock, GBT Tokenize holds eight hundred million shares of common stock representing 66.54% of the Company’s outstanding shares of common stock.

The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment.

The offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.

The foregoing description of the terms of the above transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

10.1

Amendment to Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated May __, 2021

10.2	Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated May __, 2021

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, thereunto duly authorized.

GBT TECHNOLOGIES INC.

By:/s/ Mansour Khatib

-----------------------------------------

Name: Mansour Khatib

Title: Chief Executive Officer

Date: May 28, 2021

Exhibit 10.1

AMENDMENT TO JOINT VENTURE AND TERRITORIAL LICENSE AGREEMENT

by and between

TOKENIZE-IT S. A.

and

GBT TECHNOLOGIES INC.

and

GBT TOKENNIZE CORP.

AMENDMENT JOINT VENTURE AGREEMENT AND TERRITORIAL LICENSE AGREEMENT

This AMENDMENT TO JOINT VENTURE AGREEMENT (“Agreement”) executed on March 6, 2020 (“Original JV”), is made of as of May 28, 2021 by and between TOKENIZE-IT S.A.., a Costa Rica company (“TOKENIZE”) and GBT TECHNOLOGIES INC., a Nevada corporation via its designated wholly owned subsidiary Greenwich International Holdings, a Costa Rica corporation (“GBT”) and GBT TOKENIZE CORP (“GBT/TOKENIZE”). TOKENIZE, GBT and GBT/TOKENIZE are hereinafter also referred to collectively as the “Parties” and individually as a “Party.” This Agreement includes three parts and incorporates the following agreements:

RECITALS

A. TOKENIZE and GBT established a Joint Venture on or about March 6, 2020, where in essence TOKENIZE provided knowledge and license for certain technology to GBT/TOKENIZE which was restricted to California only (“Technology Portfolio or TP”).

B. Based on said TP, GBT/TOKENIZE developed certain vital device fully functioned and produced the first 5 working prototypes (“qTerm”).

C. The Parties agree that the license terms should be increased to include the entire continental United States.

D. GBT/TOKENIZE prepared an internal business plan which indicate a potential 5 years net present value of $34.2 million to the qTerm (“qTerm B plan”).

D. GBT contributed, per the Original JV, One Hundred Million of its common shares of common stock to GBT/TOKENIZE. Per the qTerm B plan, the 50% interest in GBT/TOKENIZE is estimated to be valued at $16.2 million. Based on GBT’s common share price of $0.02 , GBT is required to contribute an additional eight hundred million shares of common stock of GBT, representing the need for issuance additional seven hundred million of GBT’s shares of common stock to the benefit of GBT/TOKENIZE.

NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ALL TERMS OF THE ORIGINNAL JV AGREEMENNT TO REMAIN THE SAME, OTHER THAN AMENDING # 3.2 AND ADDING THE FOLLOWING PARAGRAPH NUMBERED AS 3.3.1

3.2

Services and Duties.

TOKENIZE shall provide Company with licensed technology and expertise, as requested and mutually agreed to by Company and TOKENIZE. The License to TOKENIZE TP, been provided as an exclusive license to the TP, throughout the Entire continental United States for the invented product/service and the related platforms relating to the Technology (the "Licensed Item") and to use the know how to develop, manufacture, sell, market and distribute the Licensed Item throughout the United States of America. Upon generating any revenue from this Agreement, the Joint Venture will earn the first right of refusal for other territories outside the USA.

GBT shall provide Company with financing as described below in Section 3.3 (a)(ii).

3.3.1

Further Capitalization.

Upon completion of 5 working qTerm’s prototypes, GBT that subscribed for 10,000 shares of Common Stock, representing a one-half (50%) GBT/TOKENIZE Interest, GBT’s consideration for the Company’s shares (50% of Company) shall be issuance to the benefit of the JV Establishment Additional 700,000,000 common shares of GBT (where in cumulative GBT/TOKENIZE will own 800,000,000 GBT’s common stocks – since 100,000,000 been issued already).

IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date.

GBT TECHNOLOGIES INC.

Dated: May 28, 2021

By____________________________

Mansour Khatib

Its: Chief Executive Officer

TOKENIZE IT S.A.

Dated: May 28, 2021

By____________________________

Pablo Gonzalez

Its: Chief Executive Officer

GBT TOKENIZE CORP.

Dated: May 28, 2021

By____________________________

Mansour Khatib

Its: Chief Executive Officer

Exhibit 10.2

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT (“Agreement”), executed May 28, 2021 and by GBT Technologies Inc., a Nevada corporation (the "Pledgor") in favor of Tokenize-It, S.A. A Costa Rica Corporation (“TOKENIZE”).

RECITALS

TOKENIZE is an accredited investor, doing business in Costa Rica, California and Nevada, investing in technologies and Other investments.

A. In light of entering Amendment Joint Venture and License Agreement, Pledgor presently needs technology tools to be provided by TOKENIZE.

B. TOKENIZE has funded said technology without any investment from Pledgor, other than contribute its own shares which has no monetary value as being issued to affiliate and being restricted by law.

C. Pledgor, in order to allow TOKENIZE, sustain a level of regulatory risk its business, as well as security to support its investment in its technology being licensed to Pledgor joint venture vehicle GBT TOKENIZE Corp, has agreed to pledge shares of GBT TOKENIZE Corp, issued to Pledgor base on the Joint Venture and License Agreement, represent 50% of all shares outstanding of GBT TOKENIZE Corp and 100% of all shares outstanding of Greenwich International Holdings, a Costa Rica corporation (“GBT TOKENIZE GREENWICH shares”).

D. TOKENIZE, in consideration of Pledgor providing such pledge, has agreed to keep technology platform available until payments per the Consulting agreement (which is part of the Joint Venture and License Agreement) been paid for the original three consecutive years.

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions hereafter set forth, Pledgor agrees as follows:

1. Pledge. In accordance with the term of this Agreement, Pledgor hereby grants to TOKENIZE a security interest in, and hereby assigns to TOKENIZE all right, title and interest of Pledgor in and to shares of common stock of GBT TOKENIZE GREENWICH shares, including without limitation, all evidence of the same. (hereafter referred to as “Collateral”).

2. Representations and Warranties. Pledgor represents and warrants to TOKENIZE that:

(a)

Pledgor has, and has duly exercised, all requisite power and authority to enter into this Agreement, to pledge its interest in the Collateral and to carry out the transactions contemplated by this Agreement.

(b)

Pledgor is the legal and beneficial owner of all of the Collateral.

(c)

All of the Collateral is free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest or the proceeds thereof, except for that granted hereunder.

(d)

The execution and delivery of this Agreement, and the performance of its terms, will not violate or constitute a default under the terms of any other agreement, indenture or other instrument, license, judgment, decree, order, law, statute, code, ordinance or other governmental rule or regulation, applicable to Pledgor or any of Pledgor’s property or the consent to this Agreement and the performance of its terms has been obtained from all necessary third parties.

(e)

The execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of any provision of the articles of incorporation, bylaws and shareholder agreements, if any, pertaining to Pledgor or Borrower or the consent to this Agreement and the performance of its terms has been obtained from all necessary third parties.

3. Covenants. Pledgor agrees upon the receipt by TOKENIZE of written pay-off demand notice from TOKENIZE, TOKENIZE is permitted to sell the Collateral or any portion of the Collateral only in an amount to ensure that the Company can satisfy the required Demand. Pledgor must consent to such sale of the Collateral, which may not be unreasonably withheld. In addition, TOKENIZE will provide Pledgor with further notice once sales are finalized. All sales of the Collateral will be made in accordance with the Securities Act of 1933, as amended. Upon expiration of this Agreement, the remaining Collateral shall be returned to the Pledgor free and clear of all liens.

4. Fees. Not applicable as there are none.

5. Termination. The term of this Agreement shall be three (3) years from the date hereof.

6. Law and Jurisdiction. The laws of the State of California apply to this Agreement, without deference to the principles of conflicts of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of the county of Los Angeles, State of California.

7. Assignment. This Agreement may not be assigned by either party without the prior written consent of the non-assigning party.

8. Notices. Any notice, consent or authorization required or permitted to be given pursuant to this Agreement shall be in writing and sent to the party for or to whom intended, at the address of such party set forth above, by registered or certified mail (if available), postage paid, or at such other address as either party shall designate by notice given to the other in the manner provided herein.

IN WITNESS WHEREOF, the undersigned has caused this Stock Pledge Agreement to be duly executed as of the day and year first above written.

PLEDGOR

GBT Technologies Inc.

By: ______________________

Name: Mansour Khatib

Title: CEO

TOKENIZE-IT S.A.

By: _____________________

Name: Pablo Gonzalez

Title: CEO