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
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