GLTK 8-K
GlobalTech Corp (GLTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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 following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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.
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 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is hereby incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
As discussed in greater detail in Item 5.07 of the Current Report on Form 8-K filed by GlobalTech Corporation (the “Company,” “we,” “our,” or “us”) with the Securities and Exchange Commission on December 31, 2025, on December 29, 2025, at a special meeting of the stockholders of the Company (the “Meeting”), the stockholders of the Company approved (A) an amendment to our First Amended and Restated Articles of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-two to one-for-ten, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 29, 2026, and (B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from the Corporation’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number (the “Stockholder Authority”).
The Company’s Board of Directors (the “Board”), pursuant to the Stockholder Authority, subsequently approved an amendment to our First Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock at a ratio of 1-for-3 (the “Reverse Stock Split”). The Reverse Stock Split is more fully described in the Company’s definitive proxy statement for the Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on December 9, 2025.
On August 24, 2026, we filed Articles of Amendment to our First Amended and Restated Articles of Incorporation, as amended (the “Articles of Amendment”) with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Pursuant to the Articles of Amendment, the Reverse Stock Split will be effective on August 27, 2026 at 12:01 a.m. Pacific Standard Time (the “Effective Time”). The shares of the Company’s common stock are expected to begin trading on the OTCQB Market maintained by OTC Markets (the “OTCQB”) on a post-split basis on or around August 27, 2026, or as soon thereafter as FINRA has announced the effectiveness of the Reverse Stock Split, with new CUSIP number: 37892L205. No change was made to the trading symbol for the Company’s shares of common stock, “GLTK” in connection with the Reverse Stock Split, provided that for the 20 days of trading after the date the Reverse Stock Split is effective with FINRA, the Company’s common shares will trade on the OTCQB market under the symbol GLTKD, after which the ticker symbol will revert to GLTK.
At the Effective Time, every three (3) shares of issued and outstanding common stock will be converted into one (1) share of issued and outstanding common stock, and the total outstanding shares of common stock will be reduced from approximately 152 million to approximately 50 million. The Company’s transfer agent, Standard Registrar and Transfer Company, will serve as exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the Reverse Stock Split, to the extent applicable.
Because the Articles of Amendment will not reduce the number of authorized shares of our common stock, the effect of the Reverse Stock Split will be to increase the number of shares of our common stock available for issuance relative to the number of shares issued and outstanding.
The Reverse Stock Split will not alter the par value of our common stock or preferred stock, or modify any voting rights or other terms of our common stock or preferred stock, except to the extent the reverse stock split results in an adjustment to the conversion price of our designated preferred stock in accordance with their terms.
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No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of common stock in lieu of such fractional share.
Each certificate that immediately prior to the Effective Time represented shares of our common stock (“Old Certificates”) shall thereafter represent that number of shares of our common stock into which the shares of our common stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as described above. Unless otherwise requested by the stockholder, Standard Registrar and Transfer Company will be issuing all of the post-split shares in paperless, “book-entry” form, and unless otherwise requested by the stockholder, Standard Registrar and Transfer Company will hold the shares in an account set up for the stockholder. All book-entry or other electronic positions representing issued and outstanding shares of our common stock will be automatically adjusted. Those stockholders holding our common stock in “street name” will receive instructions from their brokers.
In addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) were proportionately adjusted by the applicable administrator, using the 1-for-3 ratio, and rounded down to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. The conversion rates of our preferred stock will also be adjusted in a ratio of 1-for-3. The number of shares issuable upon exercise of our outstanding warrants to purchase shares of common stock outstanding at the Effective Time will also be equitably adjusted pursuant to the terms of such securities in connection with the 1-for-3 Reverse Stock Split. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-3 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities.
Each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from the rounding of fractional shares discussed above. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.
The above description of the Articles of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Reason for the Reverse Stock Split
The sole purpose for the Reverse Stock Split is based on the Board of Directors belief that the Reverse Stock Split will likely be necessary to obtain a listing of our common stock on the Nasdaq Capital Market. While we have applied to list our common stock on the Nasdaq as of the date of this Current Report on Form 8-K, we have not yet been approved to list our common stock by Nasdaq and do not currently meet all of the requirements for uplisting, and may not meet all of the requirements for uplisting in the future. We hope to list our common stock on Nasdaq in the future and expect that the Reverse Stock Split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of Nasdaq. We may not be able to meet the initial listing standards of Nasdaq, even after a Reverse Stock Split, and/or may have our application to Nasdaq rejected. Our common stock may never trade on Nasdaq in the future.
Item 8.01. Other Events.
On August 25, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
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Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
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The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
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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 |
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| /s/ Dana Green |
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| Dana Green Chief Executive Officer |
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| Date: August 25, 2026 |
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EXHIBIT 3.1
EXHIBIT A
Article IV is amended by adding a new Section 4.06 thereof which shall read as follows:
Section 4.06 Reverse Stock Split of Outstanding Common Stock.
Effective as of the effective date set forth under “Effective date and time” on this Certificate of Amendment to Articles of Incorporation (or in the absence of such date, on the date such Amendment to the Articles of Incorporation is filed with the Secretary of State of Nevada)(the “Effective Time”), every three (3) shares of the Corporation’s common stock either issued and outstanding or held by the corporation as treasury stock, in each case immediately prior to the Effective Time (the “Old Common Stock”), shall be automatically reclassified as and converted into one share of Common Stock (the “New Common Stock”).
Notwithstanding the immediately preceding paragraph, the Corporation shall not be required to issue or deliver any fractional shares of New Common Stock. At the Effective Time any such fractional interest in such shares of New Common Stock shall be rounded up to the next whole share. Shares of Common Stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of Common Stock.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive whole shares in lieu of any fractional shares of New Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any whole share in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.
The Reverse Stock Split shall have no effect on the number of authorized shares of capital stock, previously designated series of preferred stock (except to the extent such reverse stock split results in an adjustment to the conversion ratios thereof), or the par value thereof as set forth above in the preceding paragraphs.
EXHIBIT 99.1
GlobalTech Corporation Announces 1-For-3 Reverse Stock Split
RENO, Nev., August 25, 2026 - Globaltech Corporation (OTCQB: GLTK) (“Globaltech” or the “Company”), a publicly-traded technology platform company building AI and data companies inside real operating infrastructure, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-3 (the “Reverse Stock Split”). The Reverse Stock Split will become effective on August 27, 2026 at 12:01 a.m. PST (the “Effective Time”), with shares expected to begin trading on the OTCQB Market on a split-adjusted basis, at market open on August 27, 2026, or as soon thereafter as FINRA has announced the effectiveness of the Reverse Stock Split. As a result of the Reverse Stock Split, every 3 shares of the Company’s common stock issued and outstanding as of the Effective Time will be converted into one share of the Company’s common stock. No change will be made to the trading symbol for the Company’s shares of common stock, “GLTK”, in connection with the reverse split, provided that for the 20 days of trading after the date the Reverse Stock Split is effective with FINRA, the Company’s common shares will trade on the OTCQB market under the symbol GLTKD, after which the ticker symbol will revert to GLTK.
The sole purpose for the Reverse Stock Split is based on the Board of Directors belief that the Reverse Stock Split will likely be necessary to obtain a listing of our common stock on the Nasdaq Capital Market. While we have applied to list our common stock on the Nasdaq as of the date of this press release, we have not yet been approved to list our common stock by Nasdaq and do not currently meet all of the requirements for uplisting, and may not meet all of the requirements for uplisting in the future. We hope to list our common stock on Nasdaq in the future and expect that the Reverse Stock Split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of Nasdaq. We may not be able to meet the initial listing standards of Nasdaq, even after a Reverse Stock Split, and/or may have our application to Nasdaq rejected. Our common stock may never trade on Nasdaq in the future.
The Reverse Stock Split was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on December 29, 2025 (the “Meeting”) to be effected at the Board’s discretion within certain approved parameters. Following the Meeting, the final ratio was approved by the Company’s Board.
The Reverse Stock Split will reduce the number of shares of the Company’s outstanding common stock from approximately 152 million shares (as of the date of this press release) to approximately 50 million shares, subject to potential changes in the number of outstanding shares through the effective date of the Reverse Stock Split.
The Reverse Stock Split will affect all issued and outstanding shares of common stock. All outstanding options, warrants, and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the reverse split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity incentive plan will also be appropriately adjusted. Following the reverse split, the par value of the common stock will remain unchanged at $0.0001 par value per share. The reverse split will not change the authorized number of shares of common stock or preferred stock. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of common stock in lieu of such fractional share.
Additional information regarding the reverse stock split is available in the Company’s definitive proxy statement originally filed with the U.S. Securities and Exchange Commission (SEC) on December 9, 2025 and a Current Report on Form 8-K which the Company has filed today with the SEC.
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About Globaltech Corporation
Globaltech Corporation (OTCQB: GLTK) is a publicly-traded technology platform company building AI and data companies inside real operating infrastructure. The Company combines revenue-generating operating businesses with AI and data technology platforms across telecommunications, retail commerce, financial technology, enterprise software, e-commerce and sports technology. Through its Center of Excellence, Globaltech seeks to identify, validate and scale technology opportunities using real customer environments, infrastructure, operating workflows and commercialization support.
For more information, please visit www.globaltechcorporation.com.
Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation: (a) our strategic plans and treasury management initiatives; (b) our need for additional capital, the terms of such capital and the potential dilution to stockholders caused thereby, including through the issuance of additional shares of common stock or upon conversion of outstanding convertible notes; (c) changes in consumer preferences, purchasing behavior, competitive conditions, and industry trends; (d) macroeconomic, geopolitical, and financial market conditions, including inflation, interest rates, tariffs, and consumer spending levels; (e) disruptions to sourcing, manufacturing, supply chain, logistics, labor availability, and the cost or availability of raw materials and finished goods; (f) the Company’s ability to successfully manage inventory, respond to changing fashion trends, maintain the strength of its brands, and execute its retail and growth strategies; (g) foreign currency exchange losses, fluctuations and translation risks related to our business in Pakistan and the United Kingdom; (h) the international economic environment, geopolitical developments and unexpected global events, including economic downturns in Pakistan, the United Kingdom and globally, changes in inflation and interest rates, tariffs, increased borrowing costs and potential declines in the availability of funding; (i) the greater political, legal and economic risks associated with operating in emerging markets as compared to more developed markets; (j) the unpredictability of our revenue performance, including because a significant majority of our customers have not entered into long-term fixed contracts with us; (k) our ability to compete in highly competitive markets, which we expect to become increasingly competitive, and our ability to expand our customer base and retain existing customers; (l) our ability to keep pace with technological changes and evolving industry standards; (m) cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, leaks or unauthorized processing of confidential information, and the potential loss of customer confidence resulting therefrom; (n) the highly capital-intensive nature of the telecommunications industry and the substantial and ongoing capital expenditures required to operate and grow our business; (o) the terms of our interconnect agreements and our access to third-party-owned infrastructure and networks over which we have no direct control; (p) increases in license fees and our ability to obtain, maintain, renew or replace licenses, which may be suspended or revoked; (q) risks related to our ability to continue conducting our activities in a manner that does not cause us to be deemed an investment company under the Investment Company Act of 1940, as amended; (r) the loss of important intellectual property rights or third-party claims alleging infringement of intellectual property rights; (s) our substantial indebtedness and debt service obligations, which could materially decrease cash flow and adversely affect our business and financial condition; (t) our ability to maintain ownership and control of Worldcall Telecom Limited and 123 Investments Limited, as well as our status as a controlled company; (u) conflicts of interest; (v) our ability to comply with the extensive variety of laws and regulations applicable to our business and the uncertain judicial and regulatory environments in which we operate; (w) the fact that our operating subsidiaries, assets and certain of our officers and directors are located in Pakistan and the United Kingdom, which may affect shareholder rights, including the ability to enforce civil liabilities under U.S. securities laws; (x) the outcome of legal disputes, claims, investigations and litigation involving regulators, competitors and third parties; (y) risks relating to future divestitures, asset sales, joint ventures and acquisitions; (z) the absence of an active trading market for our common stock and the risk that such a market may not develop or be sustained; (aa) future operating results; (bb) our ability to uplist our common stock to Nasdaq, including the fact that we do not currently meet Nasdaq’s initial listing requirements, may not meet such requirements in the future, may not have our application to list our common stock on Nasdaq be approved on a timely basis, if at all; (cc) the reverse stock split may not achieve intended results, including compliance with listing requirements, and may reduce liquidity or fail to sustain higher stock prices; and (dd) other plans, objectives, expectations and intentions contained in this release that are not historical facts.
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Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in Globaltech’s publicly filed reports, including, but not limited to, Globaltech’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, future Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. Globaltech cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to Globaltech or any person acting on behalf of Globaltech are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on Globaltech’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Globaltech cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Globaltech undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by Globaltech. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Investor Relations Contact
Lucas A. Zimmerman
Managing Director, MZ Group
(262) 357-2918
Company Contact
Dan Green
Chief Executive Officer, Globaltech Corporation
Toll Free: (888) 760-7067
USA: (775) 624-4817
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