Item 3.02 Unregistered Sales of Equity Securities.






Item 8.01

On September 21, 2021, GBT Technologies Inc. (the "Company") entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor ("Redstart") pursuant to which the Company issued to Redstart a Convertible Promissory Note (the "Redstart Note") in the aggregate principal amount of $244,500 for a purchase price of $203,750. The Redstart Note has a maturity date of December 22, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note at the rate of two and a half percent (2.5%) per annum from the date on which the Redstart Note is issued (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note. The transactions described above closed on September 28, 2021.

The outstanding principal amount of the Redstart Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180thday, Redstart may convert the Redstart Note into shares of the Company's common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note), the Redstart Note shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note. In no event shall Redstart be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Redstart and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

The issuances of the Redstart Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(a)(2) of the Act. The foregoing description of the terms of the above transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits to this Current Report on Form 8-K.




Item 8.01 Other Events.

On February 27, 2019, the Company issued Iliad Research and Trading, L.P. ("Iliad ") a Promissory Note in the principal amount of $2,325,000 (the "Iliad Note"), due in one year, which subsequently was extended until December 31, 2021. On or about September 23, 2021, Iliad converted the Iliad Note in full and there is no further amounts owed by the Company under the Iliad Note.

Item 9.01 Financial Statements and Exhibits.






Exhibit Number Description
4.1              Convertible Promissory Note September 21, 2021 issued to Redstart
               Holdings Corp. - Executed on September 24, 2021, and Funded on
               September 28, 2021

10.1             Securities Purchase Agreement dated September 27, 2021 between GBT
               Technologies Inc. and Redstart Holdings Corp. - Executed on
               September 24, 2021, and Funded on September 28, 2021




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