Item 1.01 Entry into a Material Definitive Agreement
Crestmark Bank
On June 9, 2022, the Company agreed to an amendment to the Amended and Restated
Promissory Note dated May 20, 2021 for $360,000 with Crestmark Bank (Exhibit
10.1). The amendment provides for interest only monthly payments at 6% per annum
in excess of Wall Street Journal prime commencing on June 1, 2022 through
September 1, 2022, after which payments will include principal of $15,000 per
months until paid on May 1, 2024.
1800 Diagonal Lending LLC
Convertible Promissory Note:
TPT Global Tech, Inc. (the "Company") and 1800 Diagonal Lending, LLC ("Holder")
entered into a Convertible Promissory Note effective June 13, 2022 totaling
$200,760 ("1800 Diagonal Note" Exhibit 10.2) and a Securities Purchase Agreement
("SPA," Exhibit 10.3 (altogether, the "Transaction Documents"). The closing and
funding took place on June 16, 2022.
The 1800 Diagonal Note has an original issue discount of 12%, or $21,510.00, and
bears interest at 22% and is convertible into shares of the Company's common
stock only under default, as defined. 10 payments of $22,485.10 beginning on
July 30, 2022 are to be made each month totaling $224,851,00. At any time
following default, as defined, conversion rights exist at a discount rate of 25%
of the lowest trading price for the Company's common stock during the previous
10 trading days prior to conversion. 194,676,363 common shares of the Company
have been reserved with the transfer agent for possible conversion under a
default.
Securities Purchase Agreement:
The Company and the Holder executed the Securities Purchase Agreement ("SPA") in
accordance with and in reliance upon the exemption from securities registration
for offers and sales to accredited investors afforded, inter alia, by Rule 506
under Regulation D as promulgated by the United States Securities and Exchange
Commission (the "SEC") under the 1933 Act, and/or Section 4(a)(2) of the 1933
Act. The SPA outlines the purchase of the 1800 Diagonal Note (the "Securities"),
and the Holder understands that the Securities are being offered and sold to it
in reliance on specific exemptions from the registration requirements of the
1933 Act and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Holder's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Holder set
forth in the SPA in order to determine the availability of such exemptions and
the eligibility of the Holder to acquire the Securities.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See the disclosures under Item 1.01 of this Current Report on Form 8-K,
incorporated herein by this reference.
Item 3.02 Unregistered Sales of Equity Securities
See the disclosures under Item 1.01 of this Current Report on Form 8-K,
incorporated herein by this reference.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Exhibit
Number
10.1 Amended and Restated Promissory Note with Crestmark Bank
10.2 Convertible Promissory Note with 1800 Diagonal Lending LLC
10.3 Securities Purchase Agreement with 1800 Diagonal Lending LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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