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SECURITIES & EXCHANGE COMMISSION EDGAR FILING

TPT GLOBAL TECH, INC.

Form: 8-K

Date Filed: 2020-06-12

Corporate Issuer CIK: 1661039

© Copyright 2020, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 10, 2020

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida 333-222094 81-3903357(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

501 West Broadway, Suite 800, San Diego, CA 92101(Address of Principal Executive Offices) (Zip Code)

(619)301-4200

Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class Trading Symbol Name of each exchange on which registeredN/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 10, 2020, TPT Global Tech, Inc. ("TPTW, the Company or TPT Global Tech") entered into an agreement with Rennova Health, Inc. (“Rennova Health”)to merge Rennova Health’s software and genetic testing interpretation divisions, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular ServicesGroup, Inc., (“AMSG”) into a public company (target) after TPTW completes a merger of its wholly owned subsidiary, InnovaQor, Inc. with this target.

The parties anticipate the steps as defined in the agreement to be completed in the 3 rd quarter resulting in the target public company being called InnovaQor, Inc.and filing whatever documents are required to be a fully reporting public company. The public company (“InnovaQor”) will own certain assets and technologyfrom TPTW’s proprietary live streaming communication technology and the technology and software developed and owned by HTS and AMSG. The combinationof these fully developed assets will facilitate the creation of a next generation telehealth type platform. This platform will combine telehealth with EHR likecapabilities and facilitate a patient’s immediate access to healthcare including their local hospital or doctors, for initial consultation, scheduling of appointmentsand follow on care.

Completion of the agreement is subject to a number of approvals and consents which need to be secured to complete the transaction. Subject to the relevantSEC approvals it is intended that TPTW shareholders will receive approximately 5M common shares in InnovaQor. TPTW’s intent is to distribute 2.5M of thesecommon shares to its shareholders at a date to be determined in the future. Rennova Health will receive 1M Class A Supermajority Voting Preferred Shares, aswell as 2.2M of Series B non-voting shares, except in certain circumstances, with certain designation rights, lock up agreements and other specifications asoutlined in the agreement in return for the equity in HTS and AMSG. All debts and liabilities of HTS and AMSG owed to Rennova Health of approximately $22Mwill be eliminated as part of the equity issuance in InnovoQor. TPTW will end up with a minority interest in InnovaQor. Rennova Health will be responsible toappoint management to the project. It is intended that 1M common shares will vest to management. There can be no assurance that the transaction as

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

described will close successfully or that terms including numbers or values for consideration shares will not change significantly before closing

TPTW will deliver to InnovaQor a standalone backend and front-end telemedicine technology platform utilizing code from TPTW’s TV and Social Media Platform.TPTW is also to grant to InnovaQor a license to utilize and further develop a portion of TPTW’s Streaming Platform to create a telemedicine application forInnovaQor. This is estimated to cost approximately $3.5M, which InnovaQor will pay to TPTW as a licensing deal outlined in the agreement.

Rennova Health is a vertically integrated provider of industry-leading diagnostics and supportive software solutions to healthcare providers that has transitionedits core business from diagnostics to rural hospital ownership over the past three years.

Item 7.01 Regulation FD Disclosure. Press Release The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for thepurposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not bedeemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. On June 11, 2020 and June 12, 2020, the Company issued press releases. A copy of each press releases is attached hereto as Exhibit 99.1 and Exhibit 99.2 Item 9.01 Exhibits The following exhibits are filed with this report on Form 8-K.

Exhibit Number Exhibit10.1 Agreement And Plan Of Merger99.1 Press Release dated June 11, 202099.2 Press Release dated June 12, 2020


tptw_ex101.htm

tptw_ex991.htm

tptw_ex992.htm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,hereunto duly authorized.

TPT GLOBAL TECH, INC. Date: June 12, 2020 By: /s/ Stephen J. Thomas III

Stephen J. Thomas III Title: Chief Operating Officer


Exhibit 99.1

TPT GLOBAL TECH ENTERS INTO AN AGREEMENT WITH RENNOVA HEALTH TOCREATE A NEW PUBLIC COMPANY MOBILE TELEMEDCINE JOINT VENTURE

The Merger of Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc with TPTW’s newly formed subsidiary will strengthenTPT Global Tech’s Telemedicine Expansion

San Diego, CA JUNE 11, 2020, TPT Global Tech, Inc. ("TPTW, the Company or TPT Global Tech") (OTCBB: TPTW) announced today it has entered into anagreement with Rennova Health, Inc. (“RNI or Rennova Health”) to merge two RNI companies into a newly formed TPT subsidiary to be called “InnovoQor”. Thetwo RNI companies are Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc. The two RNI companies merging into the newInnovoQor begins the first stage development of TPT Global Tech’s Mobile Telemedicine products and services capabilities which also will be offered insideTPTW’s upcoming Mobile TV and Social Media platform. It is the intent of TPTW to assist InnovQor in being publicly traded as a vehicle for raising capital. Uponthe merger, TPTW will become a minority interest owner in InnovoQor. Individuals can learn more about the Joint Venture in the Company’s Form 8k filing onthe transaction.

Rennova Health is a vertically integrated health care provider that owns and operates three hospitals and a physician’s office in Tennessee and a rural clinic inKentucky. RNI has developed a number of software products for the healthcare sector including lab ordering and reporting software, lab information servicessoftware and integration capabilities, electronic healthcare records software and has the ability to provide medical billing services and data analysis capabilitiesand dashboards for easy use by customers. RNI also owns technology for the interpretation of cancer diagnostics and pharmacogenomics.

"We are very much looking forward to working with RNI in creating a new joint venture in which both TPTW’s strengths and that of RNI can be capitalized on. Westrongly believe that Telemedicine is the way of the future especially in rural America and in less developed countries. We believe the transaction with RNIpositions us to add a Telemedicine component to our upcoming Mobile TV and Social Media platform which we believe will truly be something special. As a NewGeneration Technology company it is important for TPT Global Tech to continue to diversify our portfolio of companies at the same time open up new marketsand distribution channels to continue to expand our reach to deliver our Telecom, Media, Medical, SaaS and Smartphone technology platforms in the UnitedStates and Internationally. ” said Stephen Thomas CEO..

About TPT Global Tech

TPT Global Tech Inc. (TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technologyand product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service(SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and supportfor businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size toenjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor forNationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobilephones Cellphone Accessories and Global Roaming Cellphones.

About Rennova HealthRennova Health provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient and effective patientexperience along with superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, we arecreating the next generation of healthcare.

Forward-Looking StatementsThis press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning.Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings,and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements arebased are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed asfact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factorswould cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified bythese cautionary statements and by reference to the underlying assumptions.


Exhibit 99.2

TPT GLOBAL TECH ENTERS INTO AN AGREEMENT WITH RENNOVA HEALTH TOMERGE ITS SOFTWARE AND GENETICS DIVISIONS INTO A NEW PUBLICCOMPANY AND FILES 8K

The Merger of Health Technology Solutions, Inc. and Advanced Molecular Services Group, Inc with TPTW’s newly formed subsidiary will strengthenTPT Global Tech’s Telemedicine Expansion

San Diego, CA June 12, 2020, TPT Global Tech, Inc. ("TPTW, the Company or TPT Global Tech") (OTCBB: TPTW) announced today it filed its 8k and updatedits previously June 11 2020 press release that TPT Global Tech entered into an agreement with Rennova Health, Inc. (“Rennova Health”) to merge RennovaHealth’s software and genetic testing interpretation divisions, Health Technology Solutions, Inc. (“HTS”) and Advanced Molecular Services Group, Inc., (“AMSG”)into a public company (target) after TPTW completes a merger of its wholly owned subsidiary, InnovaQor, Inc. with this target.

The parties anticipate the steps as defined in the agreement to be completed in the 3 rd quarter resulting in the target public company being called InnovaQor, Inc.and filing whatever documents are required to be a fully reporting public company. The public company (“InnovaQor”) will own certain assets and technologyfrom TPTW’s proprietary live streaming communication technology and the technology and software developed and owned by HTS and AMSG. The combinationof these fully developed assets will facilitate the creation of a next generation telehealth type platform. This platform will combine telehealth with EHR likecapabilities and facilitate a patient’s immediate access to healthcare including their local hospital or doctors, for initial consultation, scheduling of appointmentsand follow on care.

Completion of the agreement is subject to a number of approvals and consents which need to be secured to complete the transaction. Subject to the relevantSEC approvals it is intended that TPTW shareholders will receive approximately 5M common shares in InnovaQor. TPTW’s intent is to distribute 2.5M of thesecommon shares to its shareholders at a date to be determined in the future. Rennova Health will receive 1M Class A Supermajority Voting PreferredShares, as well as 2.2M of Series B non-voting shares, except in certain circumstances, with certain designation rights, lock up agreements and otherspecifications as outlined in the agreement in return for the equity in HTS and AMSG. All debts and liabilities of HTS and AMSG owed to Rennova Health ofapproximately $22M will be eliminated as part of the equity issuance in InnovoQor. TPTW will end up with a minority interest in InnovaQor. Rennova Health willbe responsible to appoint management to the project. It is intended that 1M common shares will vest to management. There can be no assurance that thetransaction as described will close successfully or that terms including numbers or values for consideration shares will not change significantly before closing

TPTW will deliver to InnovaQor a standalone backend and front-end telemedicine technology platform utilizing code from TPTW’s TV and Social Media Platform.TPTW is also to grant to InnovaQor a license to utilize and further develop a portion of TPTW’s Streaming Platform to create a telemedicine application forInnovaQor. This is estimated to cost approximately $3.5M, which InnovaQor will pay to TPTW as licensing deal outlined in the agreement.


Rennova Health is a vertically integrated health care provider that owns and operates three hospitals and a physician’s office in Tennessee and a rural clinic inKentucky. RNI has developed a number of software products for the healthcare sector including lab ordering and reporting software, lab information servicessoftware and integration capabilities, electronic healthcare records software and has the ability to provide medical billing services and data analysis capabilitiesand dashboards for easy use by customers. RNI also owns technology for the interpretation of cancer diagnostics and pharmacogenomics.

"We are very much looking forward to working with RNI in creating a new joint venture in which both TPTW’s strengths and that of RNI can be capitalized on. Westrongly believe that Telemedicine is the way of the future especially in rural America and in less developed countries. We believe the transaction with RNIpositions us to add a Telemedicine component to our upcoming Mobile TV and Social Media platform which we believe will truly be something special. As a NewGeneration Technology company it is important for TPT Global Tech to continue to diversify our portfolio of companies at the same time open up new marketsand distribution channels to continue to expand our reach to deliver our Telecom, Media, Medical, SaaS and Smartphone technology platforms in the UnitedStates and Internationally. ” said Stephen Thomas CEO..

About TPT Global Tech

TPT Global Tech Inc. (TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technologyand product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service(SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and supportfor businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size toenjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor forNationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobilephones Cellphone Accessories and Global Roaming Cellphones.

About Rennova HealthRennova Health provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient and effective patientexperience along with superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, we arecreating the next generation of healthcare.

Forward-Looking StatementsThis press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning.Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings,and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements arebased are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed asfact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factorswould cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified bythese cautionary statements and by reference to the underlying assumptions.


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