Current Report Filing (8-k)
25 Mai 2023 - 2:22PM
Edgar (US Regulatory)
0000932021
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0000932021
2023-05-25
2023-05-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 25, 2023 (May 24, 2023)
GLOBAL
TECHNOLOGIES, LTD
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
000-25668 |
|
86-0970492 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8
Campus Dr., Suite 105
Parsippany,
NJ 07054
(Address
of Principal Executive Office) (Zip Code)
(973) 233-5151
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, $0.0001 par value per share |
|
GTLL |
|
OTC
Markets “PINK” |
Indicate
by check mark whether the registrant is an emerging growth company 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).
Item
8.01 Other events
Termination
of Tersus Power Inc. Share Exchange Agreement
As
previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on March 10,
2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus Power Inc. and the Tersus
Shareholders (collectively, “Tersus”).
On
May 24, 2023, the Company notified Tersus that it has elected to terminate the Exchange Agreement as
per section 5.1(a)(iv).
Cancellation
of name change and reverse stock split
As
result of the Company’s election to terminate the Exchange Agreement, the Company’s Board of Directors has elected to rescind
the previously announced corporate action to
change the corporate name to Tersus Power, Inc. and effect a reverse split of the Company’s Class A Common Stock.
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:
May 25, 2023 |
By: |
/s/
Fredrick Cutcher |
|
Name:
|
Fredrick
Cutcher |
|
Title: |
Chief
Executive Officer |
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