GLTK 10-Q/A
GlobalTech Corp (GLTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact Name of registrant as specified in its charter) |
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(State or other jurisdiction of |
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incorporation or organization) |
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(Address of principal executive offices, including zip code.)
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(Telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging grown company,” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:
Explanatory Note
On May 15, 2026, GlobalTech Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Original Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).
Subsequent to the filing of the Original Form 10-Q, the Company identified certain errors in the disclosure under Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, in that such section failed to include all of the unregistered sales of equity securities which occurred during the three months ended March 31, 2026, which were not included in a Current Report on Form 8-K.
As such, this Amendment No. 1:
| ● | amends and restates Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of the Original Form 10-Q to include all unregistered sales of securities during the period which were not previously disclosed in a Current Report on Form 8-K; and |
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| ● | files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 6 of Part II hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
This Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-Q, as amended by Amendment No. 1, and does not reflect events occurring after the filing of the Original Form 10-Q.
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Part II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended March 31, 2026, which have not previously been disclosed in a Current Report on Form 8-K, except as discussed below:
On December 12, 2025, the Company entered into an Investor Services Relations Agreement, with ArcStone Branding Inc., which was replaced on February 19, 2026 by another Investor Services Relations Agreement (the “IR Agreement”), pursuant to which the third party agreed to provide investor relations and related services to the Company during the six month term of the agreement, in consideration for cash consideration and a support staff fee and an equity fee consisting of 150,000 restricted shares of common stock, which was contemplated to be issued in six equal monthly tranches of 25,000 shares over a six-month period, each due every 30 days during the term; and an aggregate of 750,000 shares of Company common stock, which are to be earned, vested, deliverable, and non-cancellable in the following tranches: 150,000 shares on the signing date of the agreement; 150,000 shares on the date that is 120 after the effective date (December 12, 2025); 225,000 shares on the date that is 150 days after the effective date (December 12, 2025); and 225,000 shares on the date that is 180 days after the effective date (December 12, 2025), provided that if we terminate the agreement prior to the end of the term, the third party earns all of the shares. A total of 225,000 shares of common stock were issued to ArcStone Branding Inc. pursuant to the agreement on March 10, 2026.
On January 13, 2026, and January 30, 2026, we issued 10,000 and 10,000 shares of common stock, respectively, to an investor relations firm in consideration for investor relations services agreed to be rendered to the Company.
On February 23, 2026, we issued 107,000 shares of common stock to an advisory firm in consideration for advisory services rendered to the Company.
The issuances described above were exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D of the Securities Act and/or Regulation S, since the foregoing issuances did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and each recipient was either (i) a “accredited investor”; (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; and/or (iii) was a “Non-U.S. Person” who was issued securities in an offshore transaction in accordance with Regulation S. 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.
Use of Proceeds from Sale of Registered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliate Purchasers
None.
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Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-Q. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.
Exhibit Number |
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| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
101.INS |
| Inline XBRL Instance Document (filed herewith) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents (filed herewith) |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| GLOBALTECH CORPORATION | ||
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Dated: August 13, 2026 | By: | /s/ Dana Green | |
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| Dana Green |
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| Chief Executive Officer and Director |
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| (Principal Executive Officer) |
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Dated: August 13, 2026 | By: | /s/ Muhammad Azhar Saeed, FCA | |
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| Muhammad Azhar Saeed, FCA |
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| Chief Financial Officer |
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| (Principal Financial/Accounting Officer) |
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