Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors of GBT Technologies Inc. (the "Company") approved a
reverse stock split of all of the Company's Common Stock, pursuant to which
every 50 shares of Common Stock of the Company shall be reverse split,
reconstituted and converted into one (1) share of Common Stock of the Company
(the "Reverse Stock Split").
To effectuate the Reverse Stock Split, the Company filed on September 10, 2021 a
Certificate of Change Pursuant to Nevada Revised Statutes ("NRS") Section 78.209
(the "Certificate of Change") with the Secretary of State of the State of Nevada
subject to FINRA approval. The Reverse Stock Split will not alter any existing
shareholder's percentage interest in the Company's equity, except to the extent
that the Reverse Stock Split results in any of the Company's existing
shareholders owning a fractional share. No fractional shares shall be issued. In
lieu of issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock. Under Nevada
law, because the Reverse Stock Split was approved by the Board of Directors of
the Company in accordance with NRS Sections 78.207 and 78.209, no stockholder
approval was required.
The Company submitted an Issuer Company Related Action Notification regarding
the Reverse Stock Split to FINRA on September 13, 2021. FINRA has not yet
declared an effective date for the Reverse Stock Split.
The foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review those
agreements for a complete understanding of the terms and conditions associated
with this transaction.
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