M&A - GLOBAL TECH INDUSTRIES GROUP, INC.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000149315225007748

Filing Summary: On February 20, 2025, Global Tech Industries Group, Inc. filed a Form 8-K disclosing developments related to a court case involving the company. The Clark County District Court in Nevada had previously entered an Order Appointing Receiver for the company on September 18, 2024, in a case styled White Rocks (BVI) Holdings Inc., et al., v. Reichman, et al. The court appointed Paul L. Strickland as the receiver of the company. On the date of the report, the Receiver filed a Notice of Entry of Order Setting Continued Hearing on Merger Transaction with the court, indicating proceedings related to a merger transaction are ongoing. This information is crucial for investors and stakeholders as it highlights the company's current legal status and potential future corporate actions.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000149315225004560

Filing Summary: On January 31, 2025, Global Tech Industries Group, Inc. (the ‘Company’) reported on its recent legal developments following the appointment of a receiver on September 18, 2024, under a court order in the case White Rocks (BVI) Holdings Inc., et al. v. Reichman, et al. The court has set a briefing and hearing schedule regarding a merger transaction, as indicated by the Notice of Entry of Order Setting Briefing and Hearing on Merger Transaction filed the same day.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225001991

Filing Summary: Global Tech Industries Group, Inc. filed Form 8-K reporting entry into a Merger Agreement on January 9, 2025, between the Company and AIversity LLC. The agreement outlines that GTII Merger Sub, LLC, a subsidiary of Global Tech, will merge with AIversity, resulting in AIversity becoming a wholly-owned subsidiary. The Merger involves the issuance of 1,000 shares of Series B Preferred Stock to AIversity's shareholder, contingent upon court approval and satisfaction of typical closing conditions. On December 30, 2024, the Company designated 1,000 shares of Series B Preferred Stock, providing significant voting and dividend rights, as well as a liquidation preference of $4,000,000 before any holders of Common Stock. The filing includes a detailed description of the Preferred Stock's rights, including super-voting rights and priority payment in case of liquidation. Significant conditions and limitations regarding the representations and warranties are also highlighted, emphasizing that these may not reflect the actual state of the parties at all times. The full text of the Merger Agreement and the Certificate of Designation are incorporated by reference as exhibits.

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