GlobalTech Corp Files 8-K on Definitive Agreement & Equity Sales

TL;DR

GlobalTech Corp just filed an 8-K detailing a new material agreement, financial obligation, and equity sales.

AI Summary

On September 2, 2025, GlobalTech Corp entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. This 8-K filing details these significant corporate events for GlobalTech Corp.

Why It Matters

This filing indicates new financial obligations and equity transactions for GlobalTech Corp, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• GlobalTech Corp (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-56482 (identifier) — Commission File Number
• 82-3926338 (identifier) — I.R.S. Employer Identification No.
• 3550 Barron Way Suite 13a, Reno, NV 89511 (address) — Address of principal executive offices

FAQ

Key Financial Figures

• $1,400,000 — ch the Investors purchased in aggregate $1,400,000 of Convertible Promissory Notes from th

Filing Documents

• global_8k.htm (8-K) — 34KB
• global_ex41.htm (EX-4.1) — 52KB
• global_ex101.htm (EX-10.1) — 201KB
• global_ex991.htm (EX-99.1) — 16KB
• global_ex991img3.jpg (GRAPHIC) — 3KB
• global_ex991img2.jpg (GRAPHIC) — 3KB
• global_ex991img1.jpg (GRAPHIC) — 3KB
• 0001477932-25-006553.txt ( ) — 480KB
• global-20250902.xsd (EX-101.SCH) — 5KB
• global-20250902_lab.xml (EX-101.LAB) — 13KB
• global-20250902_cal.xml (EX-101.CAL) — 1KB
• global-20250902_pre.xml (EX-101.PRE) — 8KB
• global-20250902_def.xml (EX-101.DEF) — 2KB
• global_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Subscriptions On September 2, 2025, GlobalTech Corporation (the " Company ", " we " and " us ") entered into two Subscription Agreements with two accredited investors (the " Investors "), pursuant to which the Investors purchased in aggregate $1,400,000 of Convertible Promissory Notes from the Company (the " Convertible Notes "). The Subscription Agreements included customary representations and warranties of the Investors and the Company, and include piggyback registration rights (except in connection with the IPO, discussed below), for a period of one year following the dates of the subscriptions. The proceeds from this funding are expected to be used to fuel strategic priorities aimed at strengthening the Company's innovation ecosystem. Convertible Promissory Notes The Convertible Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bear interest at five percent (5%) per annum, until repaid in full. Any accrued interest, if applicable, is payable on the maturity date or upon conversion of the Convertible Notes, as discussed below. The Convertible Notes are due and payable, unless earlier converted into common stock as discussed below, on September 2, 2027. The Convertible Notes provide for the automatic conversion of the outstanding principal balance thereof, together with any accrued and unpaid interest, into shares of the Company's common stock immediately prior to the consummation by the Company of an initial public offering which results in the Company's common stock being traded on a recognized U.S. securities trading market or exchange, including, but not limited to the Nasdaq Capital Market, Nasdaq Global Market or NYSE American (the " IPO "). The conversion price per share will equal 85% of the per share price to the public in the IPO offering (or, if applicable, 85% of

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety. The Company claims an exemption from registration for the issuance of the Convertible Notes to the Investors (as discussed in Item 1.01 , above), pursuant to Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933, as amended (the " Securities Act "), since the offer and sale of such Convertible Notes did not involve a public offering and the recipients were " accredited investors " and/or offshore investors and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing offers and sales and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 8, 2025, the Company issued a press release disclosing the sale of the Convertible Notes. A copy of the press release is attached hereto as Exhibit 99.1 , and is incorporated into this Item 7.01 by reference. The information contained in, or incorporated into, this Item 7.01 of this Current Report, is furnished under Item 7.01 of Form 8-K and shall not be deemed " filed " for the purposes of Section 18 of the Exchange Act of 1934, as amended (the " Exchange Act ") or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

01 Exhibits

Item 9.01 Exhibits. (d) Exhibits. Exhibit No. Description 4.1* Form of Convertible Promissory Note – Convertible Note Offering (September 2025 Private Convertible Note Offering) 10.1* Form of Common Stock Subscription Agreement – Convertible Note Offering (September 2025 Private Convertible Note Offering) 99.1** Press Release Dated September 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). * Filed herewith. ** Furnished herewith. 3

SIGNATURES

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. GlobalTech Corporation /s/ Dana Green Dana Green Chief Executive Officer Date: September 8, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR