GLTKD 8-K
GlobalTech Corp (GLTKD)
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):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
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 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 4.01 Changes in Registrant’s Certifying Accountant.
On December 17, 2025, Saeed Kamran & Co., Chartered Accountants (“Saeed Kamran”), provided notice to GlobalTech Corporation (the “Company”), of its resignation as the Company’s independent registered accounting firm, effective as of the same date.
The audit reports of Saeed Kamran on the Company’s financial statements as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (the “Audit Periods”), did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that such opinions disclosed an uncertainty of the Company to continue as a going concern.
During the Audit Periods and during the period from December 31, 2024 through December 17, 2025, the Company had: (i) no disagreements with Saeed Kamran of the type contemplated by Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to Saeed Kamran’s satisfaction, would have caused it to make reference to the subject matter of any such disagreement in connection with its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that the Audit Reports disclosed an uncertainty of the Company to continue as a going concern.
The Company provided Saeed Kamran with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing and requested that Saeed Kamran furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether or not Saeed Kamran agreed with the disclosure in this Item 4.01. A copy of Saeed Kamran’s letter to the SEC in response to the foregoing request is attached as Exhibit 16.1 to this Current Report on Form 8-K.
On January 7, 2026, with the approval of the Board of Directors, the Company engaged Zahid Jamil & Co. (“Zahid Jamil”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.
During the Audit Periods and during the period from December 31, 2024 through January 7, 2026, neither the Company nor anyone on its behalf consulted Zahid Jamil regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on January 7, 2026, the Board of Directors of the Company appointed Mr. Shahid Ahmed Khan as a member of the Board of Directors, and as a member of the newly formed Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors (see Item 8.01, below).
The Board of Directors determined that Mr. Khan was “independent” pursuant to the rules of the Nasdaq Capital Market.
Mr. Khan is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Khan and any other person pursuant to which Mr. Khan was selected to serve as a director of the Company, nor is Mr. Khan a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There are no family relationships between any director or executive officer of the Company, including Mr. Khan.
| 2 |
Mr. Khan will be entitled to receive the same compensation as the other non-executive members of the Board of Directors of the Company, which may include cash or equity, provided that the Company’s non-executive directors do not currently receive any compensation from the Company.
Biographical information for Mr. Khan is provided below:
Shahid Ahmed Khan, age 69, has served as a principal with Tricon Boston Consulting Corporation, a company in the international, development, communications and energy industry, since May 2002. Since January 2022, Mr. Khan has served on the Board of Trustees of East-West University in Chicago, Illinois. Prior to joining Tricon Boston Consulting Corporation, Mr. Khan worked independently providing business development and management services to organizations in the United States and Pakistan. Mr. Khan received a bachelor’s degree in economics from the University of Punjab.
The Company believes that Mr. Khan’s extensive experience in international trade and development, with expertise in public affairs, negotiation, business planning, and strategic analysis, qualifies him to serve as a member of the Board of Directors and will provide valuable insight to the Board of Directors.
Item 8.01 Other Events.
On January 7, 2026, the Board of Directors of the Company adopted charters for a Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee of the Board of Directors, and a Code of Ethical Business Conduct, which establishes standards of ethical conduct applicable to the Company’s directors, officers, employees, and, where applicable, agents and representatives.
Following the adoption of the committee charters, the Board of Directors made the following committee appointments:
Director Name | Audit Committee | Compensation Committee | Nomination, Corporate Governance Committee |
Dana Frank Green |
|
|
|
James A. Gibbons (1) | M |
| C |
Charles J. Bartolotta |
| C |
|
Mehdi Mohammad Jawad Al Abduwani | C | M |
|
David Julian Fox | M |
| M |
Shahid Ahmed Khan |
| M | M |
C - Chairperson of the Committee.
M - Member of the Committee.
(1) Chairman of the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
| ||
| Letter from Saeed Kamran & Co., Chartered Accountants dated January 12, 2026 | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
| 3 |
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: January 12, 2026 |
|
| 4 |
EXHIBIT 14.1
CODE OF ETHICAL BUSINESS CONDUCT
GlobalTech Corporation (the “Company”) has enjoyed a reputation as a company of high integrity. The Company has worked hard to earn the respect of customers, suppliers, and the public. This Code of Ethical Business Conduct (“Code”) embodies the Company’s commitment to continue to enjoy this fine reputation into the future. For that reason, the Company expects its directors, officers, and employees to share the commitment to comply with all the provisions of the Code and the spirit in which it is intended.
This Code describes the general principles and guidelines applicable to all directors, officers, and employees of the Company. Although the general principles outlined in this Code apply to the conduct of all of the Company’s business transactions, the Company’s directors, officers, and employees are also bound by other specific Company policies. All managers are responsible for the enforcement of, and compliance with, all policies of the Company, including distribution and communications to ensure employee knowledge of and compliance with these policies.
Application of the Code
Every director, officer, and employee of the Company is required to comply with the Code and all Company policies. We also expect agents, consultants, and other representatives (“associates”) working on the Company’s behalf to adhere to high ethical standards. Accordingly, no director, officer, or employee should ask an agent, consultant, or other representative to engage in conduct that would be prohibited by the Code, any Company policy, or applicable law.
Employees are expected to maintain high ethical standards in their actions and working relationships with customers, suppliers, fellow employees, competitors, representatives of government, and others. All members of the Company are expected to act in business matters with dual responsibility to the public interest and the Company’s interest, above their own. Employees must use sound business practices to maintain their integrity and that of the Company.
Compliance with Laws
It is the Company’s policy to comply with all applicable federal, state, and local laws and regulations in the conduct of its business. The Company, its associates, and employees are prohibited by law from influencing or inducing favorable government action through bribery or collusion. Accordingly, no associate or employee shall make any payment or offer anything of value to any government agent, employee, or official, whether appointed or elected, to induce favorable governmental action.
Any requests for information from a governmental or regulatory body should be immediately referred to the Chief Executive Officer for review. Employees must not knowingly withhold, conceal, or misrepresent information legally requested by any governmental or regulatory body. Employees who know or have reason to believe that the Company or another employee has done so must immediately report that belief to the Chief Executive Officer.
The Chief Executive Officer, together with the Company’s outside legal counsel, will promptly review any such reports and determine whether material requested by any governmental body is subject to legal privilege. In no instance will the Company or any of its employees knowingly and intentionally provide materially incorrect or misleading information to any government body.
Use of Corporate Funds and Resources
No director, officer, or employee will use Company funds, resources, or property for personal benefit unless consistent with Company policy or properly approved. Company property must not be sold, loaned, given away, or otherwise disposed of—regardless of condition or value—without proper authorization.
| GlobalTech Corporation | Code of Ethical Business Conduct |
Political Activities and Contributions
Corporate funds shall not be used for direct or indirect contributions to political parties, candidates, or campaigns. Directors, officers, and employees may make personal contributions of time or funds to political candidates, causes, or parties of their choice. Such contributions are personal and impose no responsibility or obligation on the Company. Employees may not use work time or Company resources to assist any party or campaign.
Lobbying activities on behalf of the Company must be pre-approved by the Board of Directors.
Payments to Government Officials
It is a violation of Company policy to give or offer anything of value, directly or indirectly, to government officials to influence their actions or decisions. Company funds or assets will not be used to make gifts, provide entertainment, or furnish assistance to government employees or officials to induce them to do business with the Company.
The U.S. Foreign Corrupt Practices Act applies globally and prohibits offering or giving anything of value to foreign government officials to obtain or retain business or secure an improper advantage. Employees must obtain prior written approval from the Chief Executive Officer before providing anything of value to government officials and must report any questionable solicitations.
Financial Accounting and Reporting
All employees, particularly the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), must comply with all applicable laws, rules, and regulations regarding financial accounting and reporting, including Securities and Exchange Commission rules.
Good financial reporting starts with accurate recordkeeping. All assets, liabilities, revenues, and expenses must be recorded properly. No undisclosed or unrecorded funds, false entries, or improper payments are allowed.
Employees must:
● Maintain internal controls over financial reporting
● Communicate openly and honestly with external accountants
● Ensure transparency and accuracy of financial statements
The CEO and CFO must ensure public financial information is fully, fairly, and accurately reported. Material violations, fraud, or deficiencies in internal controls must be reported promptly to the Board or outside legal counsel.
Conflict of Interest
A conflict of interest occurs when a personal interest interferes with the Company’s interests. Examples include:
● Personal financial interests in a Company supplier, customer, or competitor
● Outside employment or board positions conflicting with Company duties
● Using Company property, information, or opportunities for personal gain
| Page 2 of 4 |
| GlobalTech Corporation | Code of Ethical Business Conduct |
Employees must disclose any actual or potential conflict of interest to the Chief Executive Officer. Directors and executive officers must disclose conflicts to the Board. Approval must be obtained before proceeding with any action that could create a conflict.
Relations with Employees
The Company provides equal opportunity employment and fair treatment to all employees. Discrimination, harassment, or other inappropriate treatment based on legally protected status is prohibited.
The Company maintains a safe and healthy workplace and encourages employee expression and ideas for continuous improvement.
Environmental Protection
The Company conducts operations with the highest regard for environmental quality. Directors, officers, and employees must comply with applicable environmental laws and regulations and conduct business in an environmentally responsible manner.
Protection of Company and Third-Party Information
Employees must:
● Keep all confidential Company information and trade secrets secure
● Gather competitor, customer, and supplier information legally and ethically
● Avoid exaggeration, misrepresentation, or derogatory statements in internal or external communications
● Comply with document retention policies
Fair Dealing
Employees must deal fairly with customers, suppliers, competitors, and fellow employees. No employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation, or other unfair practices.
Cybersecurity and Data Privacy
Employees must protect Company, customer, and employee data in accordance with applicable laws and Company policies. Any suspected data breach or security vulnerability must be reported immediately.
Enforcement
Violations of the Code will not be tolerated and may result in disciplinary action, including oral or written reprimand, probation, suspension, or termination.
| Page 3 of 4 |
| GlobalTech Corporation | Code of Ethical Business Conduct |
How to Handle Suspected Violations
Employees should seek advice if uncertain about the Code and report known or suspected violations immediately. Employees may report:
● To their manager
● To the Company’s outside legal counsel
● To the Board or Audit Committee for accounting or financial concerns
Retaliation against anyone reporting concerns in good faith is strictly prohibited.
Amendments and Waivers
Only the Board may amend or waive provisions of the Code for directors and executive officers, including the CEO and CFO. Any waiver must be publicly disclosed if required by law or stock exchange standards.
| Page 4 of 4 |
EXHIBIT 16.1
January 12, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by GlobalTech Corporation. under Item 4.01 of its Form 8-K dated January 12, 2026. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of GlobalTech Corporation contained therein.
Very truly yours,
/s/ Saeed Kamran & Co.
Saeed Kamran & Co.
Chartered Accountants