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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): November 27, 2023 (November 21, 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)
Not
Applicable
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).
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. ☐
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
November 17, 2023, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jetco Holdings, LLC (the
“Purchaser”). Under the terms of the Agreement, the Purchaser acquired six shares of the Company’s Series L Preferred
Stock for the purchase price of $30,000. The transaction closed on November 21, 2023.
The
foregoing provides only a brief description of the material terms of the Securities Purchase Agreement and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to
the full text of the document filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference.
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 shares of Common Stock issuable upon conversion of the Series L Preferred Stock will be exempt from registration under
Securities Act Section 4(a)(2) and Securities Act Rule 506(b). The Investor is sophisticated and represented in writing that they were
an accredited investor and acquired the securities for their own account for investment purposes. A legend will be placed on the stock
certificates issued upon conversion of the Series L Preferred Stock, subject to the terms of the transaction documents, stating that
the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or
an exemption therefrom.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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:
November 27, 2023 |
By: |
/s/
Fredrick Cutcher |
|
Name:
|
Fredrick
Cutcher |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 20, 2023, by and between GLOBAL TECHNOLOGIES,
LTD., a Delaware corporation, with its address at 8 Campus Dr., Suite 105, Parsippany, NJ 07054 (the “Company”), and
JETCO HOLDINGS, LLC a Wyoming limited liability company, with its address at 11718 SE Federal Hwy Suite 372 Hobe Sound, FL 33455
(the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”); and
B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, six (6)
shares of the Company’s Series L Preferred Stock (“Series L Preferred”), in the form attached hereto as Exhibit A,
for the principal amount of $30,000.00, convertible into shares of Common Stock, $0.0001 par value per share, of the Company, upon the
terms and subject to the limitations and conditions set forth in the designation of the Series L Preferred.
NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of Shares of Series L Preferred.
a.
Purchase of Shares of Series L Preferred. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer
and the Buyer agrees to purchase from the Company such principal amount as is set forth immediately below the Buyer’s name on the
signature pages hereto.
b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Series L Preferred
shares to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately
available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Series L
Preferred shares in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the
signature pages hereto, and (ii) the Company shall deliver such duly executed Series L Preferred shares on behalf of the Company, to
the Buyer, against delivery of such Purchase Price.
c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Series L Preferred shares pursuant to this Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard Time on or about November 20, 2023, or such other mutually agreed upon time. The closing of the
transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed
to by the parties.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing shares of Series L Preferred and the shares of Common Stock
issuable upon conversion of the Series L Preferred shares (such shares of Common Stock referred to herein as “Conversion Shares”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.
d.
Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.
e.
Legends. The Buyer understands that the Conversion Shares have not been registered under the 1933 Act; but may be sold pursuant
to an applicable exemption from registration. The Conversion Shares may bear a restrictive legend in substantially the following form:
“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)
THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”
The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to
the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be
accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2
of the Note.
f.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:
a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which
the Company owns, directly or indirectly, any equity or other ownership interest.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Series L Preferred shares by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Series L Preferred shares
and the issuance and reservation for issuance of the Conversion Shares thereof) have been duly authorized by the Company’s Board
of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this
Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is
the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and
bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Series L Preferred
shares, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company
in accordance with its terms.
c.
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 14,991,000,000 authorized shares
of Common Stock, $0.0001 par value per share, of which 14,788,440,097 shares are issued and outstanding. All of such outstanding shares
of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
d.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Series L Preferred
in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.
e.
No Conflicts. The execution, delivery and performance of this Agreement, by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion
Shares Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or
(ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse
of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any
of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be
conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects
of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments
to be entered into in connection herewith.
f.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents,
except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the
SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents
is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.
g.
Absence of Certain Changes. Since June 8, 2020, except as set forth in the SEC Documents, there has been no material adverse change
and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.
h.
Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in
their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.
i.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.
j.
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.
k.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.
4.
COVENANTS.
a.
Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.
b.
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing
of the transactions contemplated by this Agreement.
c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.
d.
Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to
reimburse Buyer’ expenses shall be $0.00 for Buyer’s legal fees and due diligence fee.
e.
Corporate Existence. So long as the Buyer beneficially owns any Series L Preferred shares, the Company shall maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.
f.
Failure to Comply with the 1934 Act/Negative Designation Removal. So long as the Series L Preferred shares are outstanding, the
Company shall comply with the 1934 Act; the Company shall continue to be subject to the reporting requirements of the 1934 Act; and,
if OTC Markets designates the Company as “Caveat Emptor” or “Shell Risk” (collectively, “Negative Designation”),
the Company shall immediately cause OTC Markets to remove such designation. Any Negative Designation shall in any case be removed from
OTC Markets within five (5) days or such failure shall be an Event of Default.
g.
Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the
Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with
respect to the common stock of the Company.
h.
The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted
as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted
any other professional market activities such as providing investment advice, extending credit and lending securities in connection;
and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.
5.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered
in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified in accordance with the terms thereof
(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the
Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a
form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common
Stock in the Reserved Amount as such term is defined in Series L Preferred designation) signed by the successor transfer agent to Company
and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be
sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of
this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books
and records of the Company as and to the extent provided in this Agreement; (ii) it will not direct its transfer agent not to transfer
or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate
for Conversion Shares to be issued to the Buyer upon request of or otherwise pursuant to the Agreement as and when required by the this
Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for
any Conversion Shares issued to the Buyer or otherwise pursuant to the Agreement as and when required by this Agreement. If the Buyer
provides the Company and the Company’s transfer agent, at the cost of the Buyer, with an opinion of counsel in form, substance
and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made
without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares , promptly
instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as
specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond
or other security being required.
6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Series L Preferred
shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its
sole discretion:
a.
The Buyer shall have executed this Agreement and delivered the same to the Company.
b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.
c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Series L Preferred
shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that
these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
a.
The Company shall have executed this Agreement and delivered the same to the Buyer.
b.
The Company shall have delivered to the Buyer the Series L Preferred shares(in such denominations as the Buyer shall request) in accordance
with Section 1(b) above.
c.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.
d.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received
a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect
to the Board of Directors’ resolutions relating to the transactions contemplated hereby.
e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.
8.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the Circuit Court of Kent County, Delaware. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall
be entitled to recover from the Company its reasonable attorney’s fees and costs incurred in connection with or related to any
Event of Default by the Company, as defined in Article III of the Note. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document
or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.
b.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party.
c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be
as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to info@jetco-holding.com.
Each party shall provide notice to the other party of any change in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without
the consent of the Company.
h.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
i.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
j.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
k.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
GLOBAL TECHNOLOGIES, LTD. |
|
|
|
|
By: |
|
|
|
Fredrick
Cutcher |
|
|
President |
|
|
|
|
JETCO HOLDINGS, LLC |
|
|
|
|
By:
|
|
|
|
Timothy
Cabrera |
|
|
Authorized
Signor |
|
Purchase Price: | |
$ | 30,000.00 | |
Number of shares of Series L Preferred purchased: | |
| Six (6) | |
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
v3.23.3
Cover
|
Nov. 27, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
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Amendment Flag |
false
|
Document Period End Date |
Nov. 27, 2023
|
Entity File Number |
000-25668
|
Entity Registrant Name |
GLOBAL
TECHNOLOGIES, LTD
|
Entity Central Index Key |
0000932021
|
Entity Tax Identification Number |
86-0970492
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
8
Campus Dr.
|
Entity Address, Address Line Two |
Suite 105
|
Entity Address, City or Town |
Parsippany
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
07054
|
City Area Code |
(973)
|
Local Phone Number |
233-5151
|
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Pre-commencement Tender Offer |
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|
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Title of 12(b) Security |
Class
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|
Trading Symbol |
GTLL
|
Entity Emerging Growth Company |
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