GlobalTech Corp Files 8-K: Material Agreement, Equity Sales

TL;DR

GlobalTech Corp signed a big deal & sold stock on 11/25. 8-K filed 12/2.

AI Summary

GlobalTech Corporation entered into a material definitive agreement on November 25, 2025. The company, incorporated in Nevada with its principal office in Reno, NV, filed this 8-K report on December 2, 2025. The filing also covers unregistered sales of equity securities and modifications to security holder rights.

Why It Matters

This 8-K filing indicates significant corporate actions by GlobalTech Corp, including a new material agreement and equity transactions, which could impact its financial standing and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Numbers

• 000-56482 — SEC File Number (Identifies the specific SEC filing for GlobalTech Corp.)
• 82-3926338 — EIN (Employer Identification Number for GlobalTech Corp.)

Key Players & Entities

• GlobalTech Corporation (company) — Registrant
• November 25, 2025 (date) — Earliest event reported
• December 2, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Reno, NV (location) — Business address

FAQ

Key Financial Figures

• $100 — Stock "), each having a deemed value of $100 (the " Agreed Value "). A description o
• $1,000,000 — earn additional consideration of up to $1,000,000 (the " Earnout Consideration ") in the
• $3,000,000 — ree-year revolving credit facility of US$3,000,000, the terms of which will be purely comm
• $10,000 — liable to the Company for damages of US$10,000 per day, up to a maximum of US$200,000,
• $200,000 — US$10,000 per day, up to a maximum of US$200,000, until such Financial Statements, in fo
• $2 — r to the date of determination; and (B) $2.50, as adjusted equitably for stock spl
• $2.00 — Value "), divided by the greater of (i) $2.00 or (ii) the initial sales price of the

Filing Documents

• global_8k.htm (8-K) — 76KB
• global_ex21.htm (EX-2.1) — 439KB
• global_ex31.htm (EX-3.1) — 122KB
• global_ex101.htm (EX-10.1) — 244KB
• global_ex102.htm (EX-10.2) — 72KB
• global_ex103.htm (EX-10.3) — 41KB
• global_ex991.htm (EX-99.1) — 15KB
• global_ex991img2.jpg (GRAPHIC) — 3KB
• global_ex991img1.jpg (GRAPHIC) — 3KB
• 0001477932-25-008727.txt ( ) — 1333KB
• global-20251125.xsd (EX-101.SCH) — 5KB
• global-20251125_lab.xml (EX-101.LAB) — 13KB
• global-20251125_cal.xml (EX-101.CAL) — 1KB
• global-20251125_pre.xml (EX-101.PRE) — 8KB
• global-20251125_def.xml (EX-101.DEF) — 2KB
• global_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Share Exchange Agreement On November 25, 2025, GlobalTech Corporation (the " Company ", " we " and " us "), entered into a Share Exchange Agreement (the " Exchange Agreement "), with 123 Investments Limited, a private company registered under the laws of England and Wales (" 123 Investments "), and Stephen Buck and John Patrick Bywater, the shareholders of 123 Investments (the " Shareholders "). 123 Investments, through its subsidiaries, is an independent footwear company based in the United Kingdom, which operates a retail brick and mortar as well as e-commerce stores, and they have developed technology solutions to improve sales on e-commerce platforms which include a buyer's application, and retail and online sales channels. Pursuant to the Exchange Agreement, the Shareholders agreed to exchange 51% of the outstanding securities of 123 Investments (the " Exchange " and the " 123 Investments Stock ") with the Company in consideration for the following, issuable pro rata with each Shareholder's ownership of 123 Investments: (i) 82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the " Series A Preferred Stock ") at Closing (defined below) (the " Closing Series A Stock "), each having a deemed value of $100 (the " Agreed Value "). A description of the terms of the Series A Preferred Stock is included under Item 5.03 of this Current Report and is incorporated herein by reference; (ii) 750,000 shares of the Company's common stock at Closing (defined below) (the " Closing Company Common Stock ", and together with the Closing Series A Stock, the " Closing Shares "); (iii) up to an additional 9,200 shares of Series A Preferred Stock, issuable by the Company within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Ag

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information and disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02 in their entirety. The offer and sale of the Closing Series A Stock, the Closing Company Common Stock, the Holdback Shares (to the extent due and issued), the Earnout Shares (to the extent due and issued), and to the extent that the Shareholders are eligible and desire to effect the Put Option in the future, the Put Option Shares, are intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing offer, sales and planned issuances were/will not involve a public offering, the recipients have confirmed that they are " accredited investors ", and the recipients will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the securities will 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. In the event the Closing Series A Stock are converted in full and the Holdback Shares are issued in full, and are thereafter converted in full, a maximum of 4,600,000 shares of common stock of the Company would be issued.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information and disclosures set forth in Item 5.03 below are incorporated by reference into this Item 3.03 in their entirety.

03 Amendments to Designation of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Designation of Incorporation or Bylaws; Change in Fiscal Year. On November 25, 2025, the Company submitted for filing to the Secretary of State of Nevada, a Certificate of Designation of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of its Convertible Series A Preferred Stock (the " Series A Designation "), which was filed with the Secretary of State of Nevada on November 25, 2025, effective as of the same date. The Series A Designation designated 92,000 shares of Series A Preferred Stock. The Series A Designation provides for the Series A Preferred Stock to have the following terms: 6 Convertible Series A Preferred Stock Dividend Rights . The Series A Preferred Stock will not accrue any dividends or participate in any dividends. Liquidation Preference . Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a " Liquidation "), the holders of the Series A Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the greater of (a) the Stated Value (the " Liquidation Preference "); and (b) the total amount of consideration which would have been payable upon such Liquidation if the Series A Preferred Stock was converted into common stock in full immediately prior to such Liquidation, for each share of Series A Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock are to be ratably distributed among the holders of the Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Conversion Rig

View Full Filing

View this 8-K filing on SEC EDGAR