Filed: 28 May 21, 4:01pm



Washington, DC 20549





Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported): May 28, 2021



(Exact name of small business issuer as specified in its charter)


Nevada 000-5453027-0603137
(State or other jurisdiction of incorporation or organization) Commission File Number(I.R.S. Employer Identification No.)


2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404

(Address of principal executive offices) (Zip code)


Registrant’s telephone number including area code: 888-685-7336



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 (see General Instructions A.2. below):


/_/ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐


Securities registered pursuant to Section 12(b) of the Act: Not applicable.


Title of each classTrading SymbolName of each exchange on which registered
Not applicable.  





Item 1.01Entry Into a Material Definitive Agreement
Item 3.02Unregistered Sales of Equity Securities
Item 5.01Changes 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 NumberDescription

Amendment to Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated May __, 2021




Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated May __, 2021








Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




By:/s/ Mansour Khatib


Name: Mansour Khatib

Title: Chief Executive Officer


Date: May 28, 2021