GLOBAL TECH A ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
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 Convertible Promissory Note (the 'Convertible Note") due
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to
matters that are not historical facts. Forward-looking statements may be
identified by the use of words such as "expect," "intend," "believe," "will,"
"should," "would" or comparable terminology or by discussions of strategy. While
the Company believes its assumptions and expectations underlying forward-looking
statements are reasonable, there can be no assurance that actual results will
not be materially different. Risks and uncertainties that could cause materially
different results include, among others, the Company's ability to consummate the
transaction described above, the Company's ability to pay any interest,
additional amount and principal on the Convertible Promissory Note due
The Convertible Note, Agreement and other disclosures included in this Current
Report on Form 8-K are intended to provide shareholders and investors with
information regarding the terms of the Convertible Note and the Agreement, and
not to provide shareholders and investors with any other factual information
regarding the Company or its subsidiaries or their respective business. You
should not rely on the representations and warranties in the Convertible Note,
Agreement or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Convertible Note and Agreement,
which subsequent information may or may not be fully reflected in the Company's
public disclosures. Other than as disclosed in this Current Report on Form 8-K,
as of the date of this Current Report on Form 8-K, the Company is not aware of
any material facts that are required to be disclosed under the federal
securities laws that would contradict the representations and warranties in the
Convertible Note and Agreement. The Company will provide additional disclosure
in its public reports to the extent that it is aware of the existence of any
material facts that are required to be disclosed under federal securities laws
and that might otherwise contradict the representations and warranties contained
in the Convertible Note and Agreement and will update such disclosure as
required by federal securities laws. Accordingly, the Convertible Note and
Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the Company and its subsidiaries that has
been, is or will be contained in, or incorporated by reference into, the Forms
10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other
documents that the Company files with the
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement betweenGlobal Technologies, Ltd andGraphene Holdings, LLC datedSeptember 9, 2020 10.2 Convertible Promissory Note betweenGlobal Technologies, Ltd. andGraphene Holdings, LLC datedSeptember 9, 2020
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