Current Report · Items 1.01, 3.02, 5.03, 7.01, 9.01 · 8-K
Global Technologies, Ltd.
GTLLOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On August 28, 2025, Global Technologies, Ltd. (the “Company”) entered into a Series P Preferred Stock Subscription Agreement (the “Subscription Agreement”) and a related Revenue Sharing Agreement (the “RSA”) with accredited investors (the “Investors”) in connection with the Company’s private placement of Series P Preferred Stock (the “Series P”).…
Filed Sep 3, 2025Accepted Sep 3, 2025, 1:10 PM EDTCIK 932021Accession 0001641172-25-026434
Company context
Global Technologies, Ltd. is a multi-operational company driving innovation and sustainable growth across the technology and service sectors. With a strategic focus on the health and wellness and electric vehicle industries through its subsidiaries, the Company leverages cutting-edge technology and scalable business models to transform these sectors. Global Technologies is committed to enhancing connectivity, efficiency, and environmental stewardship - delivering measurable value to its customers, partners, and shareholders.
Current securities
Disclosure sections
Items 1.01, 3.02, 5.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
August 28, 2025, Global Technologies, Ltd. (the “Company”) entered into a Series P Preferred Stock Subscription Agreement
(the “Subscription Agreement”) and a related Revenue Sharing Agreement (the “RSA”) with accredited investors
(the “Investors”) in connection with the Company’s private placement of Series P Preferred Stock (the “Series
P”). Pursuant to the Subscription Agreement, Investors may purchase up to $750,000 of Series P at a purchase price of $1.00
per share. Each Investor also enters into an RSA with the Company under which the Investor is entitled to quarterly distributions
equal to five percent of the net revenues generated by Primecare Supply, LLC and PulseAi, and five percent of the gross revenues generated
by GTLL Advisory Group, LLC (d/b/a GloWell Advisors), until such Investor has received cumulative payments equal to two hundred
percent of the original purchase price of the Series P shares purchased.
As of the date of this filing, the Company has
received interests for the purchase of 200,000 shares of Series P.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
The
information required to be disclosed under this Item 3.02 is set forth above under Item 1.01.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 20, 2025, the Board of Directors approved a Certificate of Designation (the “Certificate”) establishing the
rights, preferences, limitations, and privileges of the Series P Preferred Stock (“Series P”). The Certificate authorizes
the issuance of up to 750,000 shares of Series P, each with conversion rights into one share of common stock at the option of the
holder, voting rights of 1,000 votes per share, a six-month lock-up period, and a liquidation preference senior to common stock and
junior to Series N Preferred Stock. Holders are also entitled to receive quarterly revenue share distributions equal to five percent
of the net revenues of Primecare Supply, LLC and PulseAi and five percent of the gross revenues of GTLL Advisory Group, LLC (d/b/a GloWell
Advisors), until each holder has received two hundred percent of their original investment. The Certificate of Designation will be filed
with the Delaware Secretary of State on or before September 5, 2025. A copy of the Certificate of Designation is filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing descriptions of the Subscription Agreement, the RSA, and the Certificate of
Designation do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies
of which are filed herewith as Exhibits 10.1, 10.2, and 3.1, respectively.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
August 28, 2025, the Company updated its corporate presentation. A copy of the presentation is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The Company intends to use this presentation in communications with current and prospective stakeholders.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Regulation FD and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
This information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.
Filed exhibits (1)