GLOBAL TECHNOLOGIES LTD: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, financial statements and supporting documents (form 8-K)

ARTICLE 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

At July 12, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a convertible promissory note (the “Convertible Note”) with a principal amount of $ 48,750. The convertible note has a term of one (1) year (maturity date of June 12, 2022) and bears interest at the annual rate of 8%. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date falling one hundred and eighty (180) days following the date of this Convertible Note and ending on the later of following dates: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” means 61% multiplied by the market price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest trading price (as defined below) for the Common Shares during the ten (10) trading day period ending on the last full trading day prior to the trading date. conversion. “Trading Price” means, for any security on any date, the closing bid price on the electronic quotation system OTCQB, OTCQX, Pink Sheets or on the applicable trading market (the “OTC”), as reported by a reliable reporting service (“Reporting Service”) designated by the holder (i.e. Bloomberg) or, if the CTA is not the primary trading market for that security, the closing bid price of that security on the primary stock exchange or trading market where that security is listed or traded or, if no closing bid price for such security is available in any of the above ways, the average price closing buyer of any market maker for this security which are listed in the “pink sheets.” The transaction was closed on July 15, 2021.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

The information included in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference in this Item 2.03.

ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.

The information included in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference in this Item 3.02.

The issue of the convertible promissory note (the “Convertible Note”) due to
July 12, 2022 and the issuance of common shares issuable upon conversion of the convertible note will be exempt from registration under section 4 (a) (2) of the Securities Act and rule 506 (b) of the Securities Act. The investor is notified and has declared in writing that he is an accredited investor and that he has acquired the securities for his own account for investment purposes. A legend will be affixed to the convertible note and share certificates issued upon conversion of the convertible note, subject to the terms of the transaction documents, indicating that the securities have not been registered under the Securities Act. and may not be sold or otherwise transferred without registration or exemption thereof.









          Forward-Looking Statements and Limitation on Representations


This current report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect”, “intend”, “believe”, “will”, “should”, “should” or comparable terminology or by words. strategy discussions. Although the Company believes that its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. The risks and uncertainties which could cause materially different results include, among others, the ability of the Company to complete the transaction described above, the ability of the Company to pay interest, the additional amount and the principal on the convertible note. , the ability of the Company to meet the convertible Note conditions. The Company assumes no obligation to update forward-looking statements other than as required by applicable law.

The convertible note and other information included in this current report on Form 8-K is intended to provide shareholders and investors with information regarding the terms of the convertible note, and not to provide shareholders and investors with other factual information. concerning the Company or its subsidiaries or their respective activities. You should not rely on any representations and warranties contained in the convertible note or any description thereof as characterizations of the actual state of affairs or condition of the Company or any of its subsidiaries or affiliated companies. In addition, information regarding the subject matter of representations and warranties may change after the date of the Convertible Bond, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Except as disclosed in this current report on Form 8-K, as of the date of this current report on Form 8-K, the Company is not aware of any material fact that must be disclosed under Federal securities laws that contradict the representations and warranties contained in the convertible note. The Company will provide additional information in its public reports to the extent that it is aware of the existence of material facts which must be disclosed under federal securities laws and which could otherwise contradict the representations and warranties contained in the note. convertible and update this disclosure as required by federal securities laws. Therefore, the Convertible Note should not be read alone, but rather should be read in conjunction with other information about the Company and its subsidiaries which has been, is or will be contained or incorporated by reference in Forms 10-K, Forms 10 -Q, Forms 8-K, powers of attorney, registration statements and other documents that the Company files with the SECOND.

Article 9.01. FINANCIAL STATEMENTS AND PARTS.


(d) Exhibits.




Exhibit
No.                                     Description
10.1        Convertible Promissory Note between the Company and Power Up Lending
          Group Ltd. dated July 12, 2021
10.2        Securities Purchase Agreement between the Company and Power Up Lending
          Group Ltd. dated July 12, 2021

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