Entry into a Material Definitive Agreement · Other Events
Item 1.01 — Entry into a Material Definitive Agreement. Note Assignment Agreement On April 7, 2026, the GTII Receivership Estate (the “Receivership Estate”), acting through Paul Strickland, Court-Appointed Receiver (“Receiver”) of Global Tech Industries Group, Inc.…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 — Entry into a Material Definitive Agreement.
Note
Assignment Agreement
On
April 7, 2026, the GTII Receivership Estate (the “Receivership Estate”), acting through Paul Strickland, Court-Appointed
Receiver (“Receiver”) of Global Tech Industries Group, Inc. (the “Company”), entered into a Note Assignment Agreement
(the “Assignment Agreement”) with MSC Capital Advisors LLC (“MSC”), pursuant to which MSC assigned to the Receivership
Estate all of MSC’s right, title, and interest in two Convertible Promissory Notes issued by AURI, Inc., a Wyoming corporation
(“AURI”).
The
two Convertible Promissory Notes assigned are as follows:
Note
1: Convertible Promissory Note dated October 18, 2024, in the original principal amount of $100,000.00, bearing interest at 8% per annum
(22% upon default), with a maturity date of October 18, 2025. This note is currently in default. As of the assignment date, approximately
$10,356 in interest had accrued.
Note
2: Convertible Promissory Note dated March 25, 2025, in the original principal amount of $25,000.00, bearing interest at 8% per annum
(22% upon default), with a maturity date of March 25, 2026. This note is currently in default. As of the assignment date, approximately
$1,995 in interest had accrued.
The
aggregate principal amount of the two notes is $125,000.00. MSC originally acquired Note 1 for a purchase price of $35,000.00 and Note
2 for a purchase price of $10,000.00.
The
assignment was made in satisfaction of amounts owed by MSC to the Receivership Estate under an On-Demand Promissory Note dated November
1, 2024, in the principal amount of $100,000.00 (the “MSC Note”). MSC had defaulted on the MSC Note. Under the Assignment
Agreement, MSC also retains a profit participation interest of up to 50% of net recovery proceeds from the AURI Notes, capped at $100,000.
Conversion
Terms
Each
AURI Note is convertible, at the holder’s option, into shares of AURI common stock at a variable conversion price equal to 25%
of the Market Price (defined as the closing price on the trading day immediately preceding the conversion date), representing a 75% discount
to market. In addition, the notes provide the holder with the right to convert into shares issued in any qualified Regulation A Offering
by AURI at the then-current offering price.
Item 8.01Item 8.01 - Other Events
Item
8.01 — Other Events.
Conversion
Notices
On
April 7, 2026, and April 8, 2026, the Receiver delivered Notices of Conversion to AURI exercising conversion rights under Note 1. Each
conversion notice requested the issuance of 841,242,529 shares of AURI common stock (the maximum number of authorized but unissued AURI
shares available), at a conversion price of $0.00005 per share (25% of the $0.0002 closing price), for a conversion amount of $42,062.13
per notice.
The
conversion was allocated first against accrued interest and then against principal on Note 1. Following conversion under the April 8,
2026 notice, the remaining balances on the AURI Notes are as follows:
Note
1 remaining principal: $76,305.00
Note
2 remaining balance (principal and interest): $27,210.96
Total
remaining debt: $103,515.96
The
Receiver has requested that AURI deliver the conversion shares in DRS (Direct Registration System) electronic book-entry format within
three business days of receipt of the conversion notice. The Receiver retains the right to convert the remaining balance into additional
AURI shares or into Regulation A Offering shares, at the Receiver’s sole discretion.
Following
the requested issuance, AURI will have zero authorized but unissued shares of common stock remaining. To maintain the contractually required
share reserve (4.5x the shares issuable upon full conversion of the remaining note balances), AURI would need to authorize approximately
9.3 billion additional shares.
Notification
to OTC Markets Group Regarding AURI Disclosure Deficiency
On
April 17, 2026, the Receiver submitted a written notification to OTC Markets Group, Inc. (“OTC Markets”) advising that AURI,
Inc. had failed to disclose the existence of the two outstanding Convertible Promissory Notes in AURI’s most recent Annual Report
and Management Certification filed under the OTC Markets Alternative Reporting Standard.
As
of the date of the notification, the outstanding balance owed under the AURI Notes was approximately $103,515.96 (principal and accrued
interest). The Receiver’s notification advised OTC Markets that AURI’s omission constitutes a material deficiency in its
public disclosure and requested that AURI be required to include in its next Management Certification and all subsequent periodic filings
complete information regarding the notes, including the date of issuance, principal amounts, outstanding balances, maturity dates, conversion
terms and pricing mechanism, number of shares converted to date, total shares issuable upon full conversion, the identity of the current
noteholder, and the reason for issuance.
The
Receiver further advised OTC Markets that failure by AURI to remedy the disclosure deficiency may warrant a change in AURI’s information
tier status.
False
Public Statements by AURI Regarding Convertible Notes
The
Company notes that on April 15, 2026, AURI issued a press release entitled “AURI Inc. Announces CEO Candidate Discussions and Continued
Strategic Progress” in which AURI publicly stated that it “currently has no convertible notes outstanding and does not intend
to take on any toxic financing.” This statement was false and misleading when made. At the time of AURI’s April 15, 2026
press release, two Convertible Promissory Notes with an aggregate outstanding balance of approximately $103,515.96 (principal and accrued
interest) were outstanding and held by the GTII Receivership Estate, and Notices of Conversion had already been delivered to AURI on
April 7 and April 8, 2026. AURI’s false denial of the existence of these obligations is inconsistent with its disclosure obligations
and is a matter the Receiver has brought to the attention of OTC Markets Group.
The
press release is publicly available at: AURI Press Release dated April 15, 2026 (AccessWire via Morningstar)
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
5
ex99-1.htm
EX-99.1
Exhibit
99.1
NOTICE
OF CONVERSION
Convertible
Promissory Notes Issued by AURI, Inc.
Pursuant
to Section 1.4 and Exhibit A
Date
of Conversion: April 8, 2026
To: AURI,
Inc.
1712
Pioneer Ave., Ste. 500
Cheyenne,
WY 82001
Attention:
Edward I. Vakser, CEO
From: GTII
Receivership Estate
120
State Ave NE, Suite 1014
Olympia,
WA 98501
Attention:
Paul Strickland, Receiver
Dear
Mr. Vakser:
The
undersigned, GTII Receivership Estate (the “Holder”), as assignee of MSC Capital Advisors LLC pursuant to that certain Note
Assignment and Partial Debt Settlement Agreement dated April 8, 2026, hereby elects to convert a portion of the outstanding principal
and accrued interest under the Convertible Promissory Notes described below (collectively, the “AURI Notes”) into the maximum
number of shares of common stock of AURI, Inc. (“Borrower”) available for issuance from the Borrower’s authorized but
unissued shares, in accordance with the terms and conditions set forth therein.
1.
The AURI Notes
Note Issue Date Maturity Date Principal Purchase Price
AURI Note 1 Oct 18, 2024 Oct 18, 2025…
EX-99.2
6
ex99-2.htm
EX-99.2
Exhibit
99.2
Paul
Strickland
Court-Appointed
Receiver
120
State Ave NE, Ste. 1014
Olympia,
WA 98501
gtiireceiver@gmail.com
receiver@gtii-us.com
Phone:
206-963-1094
MEMORANDUM
To: Issuer
Services
OTC
Markets Group Inc.
Email:
issuerservices@otcmarkets.com
From: Paul
Strickland, Receiver
GTII
Receivership Estate
120
State Ave NE, Suite 1014
Olympia,
WA 98501
Date: April
17, 2026
Subject: Formal Notification of AURI, Inc.’s Failure to Disclose Outstanding Convertible Promissory Notes in Violation of OTC Markets
Alternative Reporting Standard and Pink Basic Disclosure Guidelines
Dear
Issuer Services Team,
I
am writing in my capacity as Receiver for the GTII Receivership Estate to formally notify OTC Markets that AURI, Inc. (OTCMKTS: AURI)
is in material violation of its disclosure obligations under the OTC Markets Alternative Reporting Standard and the Pink Basic Disclosure
Guidelines.
Specifically,
AURI has failed to disclose the existence of two outs…