8-K - GTCH - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2020

GBTTECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54530	27-0603137
(State or other jurisdiction<br> of incorporation )	Commission File Number	(I.R.S. Employer<br> Identification No.)

2500Broadway, Suite F-125, Santa Monica, CA 90404

(Address of principal executive offices) (Zip code)

Registrant’s telephone number including area code: 424-238-4589

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 (see General Instructions A.2. below):

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered

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. ☐

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On January 31, 2020 in the arbitration, GBT Technologies Inc. (k/n/a Gopher Protocol, Inc.(the “Company”)) v. Discover Growth Fund, LLC (“Discover”) (JAMS Ref. No. 1260005395), the Company was informed that a final award was entered (the “Final Award”).

The Final Award affirms that certain sections of the Senior Secured Redeemable Convertible Debenture (the “Debenture”) constitute unenforceable liquidated damages penalties and were stricken. Further, it was determined that neither Discover nor John Kirkland, President and General Partner of Discover, were entitled to recovery of their attorneys fees. Consequently, the arbitrator awarded Discover an award of $4,034,444.46 plus interest of 7.25% accrued from May 15, 2019 and costs in the amount of $55,613.00.

On January 31, 2020, Mr. Kirkland, on behalf of Discover, issued an additional Notice of Sale of Collateral to the Company, set for February 28, 2020, as well as filed an application to confirm arbitration award in a district court in Saint Thomas, Virgin Islands.

Thereafter, the Company notified Discover and Mr. Kirkland that per the JAMS Streamlined Rules: (i) “[w]ithin seven (7) calendar days after service of a Partial Final Award or Final Award by JAMS, any Party may serve upon the other Parties and on JAMS a request that the Arbitrator correct any computational, typographical or other similar error in an Award” and that the Company was reserving such right (see Rule 19(i)); and (ii) no award is considered final “for purposes of judicial proceeding to enforce, modify or vacate the Award pursuant to Rule 20, fourteen (14) calendar days after service is deemed effective if no request for a correction is made, or as of the effective date of service of a corrected Award” (see Rule 19(j)).

Accordingly, the Final Award issued today is not final until either a request for correction is made and resolved, or fourteen (14) calendar days have passed. Assuming no request for correction, the Final Award will be effective on February 14, 2020. The Final Award, Additional Notice of Sale of Collateral and Application to Confirm Arbitration Award are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

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Item9.01 Interim Award, Notice of Sale and Application filed

Exhibit Number	Description
99.1	Final Award Dated<br> January 31, 2020
99.2	Additional Notice<br> of Sale of Collateral - Dated January 31, 2020
99.3	APPLICATION TO<br> CONFIRM ARBITRATION AWARD – filed January, 31, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GBTTECHNOLOGIES INC.

By:/s/ Douglas Davis

Name: Douglas Davis

Title: Chief Executive Officer

Date:February 3, 2020

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Exhibit 99.1

Exhibit 99.2

ADDITIONAL NOTICE OF SALE OF COLLATERAL

Reference is made to (1) the Senior Secured Redeemable Convertible Debenture (the “Debenture”) issued by Gopher Protocol Inc., a Nevada corporation, now known as GBT Technologies, Inc., a Nevada corporation (the “Company” or “Corporation”) to Discover Growth Fund, LLC, a U.S. Virgin Islands limited liability company (the “Investor” or “Holder”) on December 3, 2018, pursuant to the Securities Purchase Agreement of even date therewith (the “Agreement”); (2) the Notice of Default and Notice of Sale of Collateral from Holder dated May 28, 2019, (3) the Amended Notice of Default and Notice of Sale of Collateral from Holder dated October 24, 2019, (3) the Order and Notice of Hearing dated November 25, 2019 in Gopher Protocol Inc. v. Discover Growth Fund, LLC, Case No. 2:19-CV-1039 JCM (BNW), and (4) the Final Award dated January 31, 2020 in Gopher Protocol Inc. v. Discover Growth Fund, LLC, JAMS Reference No. 1260005395.

Pursuant to Section V.H of the Agreement, “H. Remedies. Upon the occurrence of any Event of Default and at any time thereafter, Investor may declare all Obligations secured hereby immediately due and payable and shall have, in addition to any remedies provided herein or by any applicable law or in equity, all the remedies of a secured party under the UCC. …”

Pursuant to Section V.H of the Agreement, Investor hereby declares all Obligations secured by the Agreement immediately due and payable.

Pursuant to Section V.H of the Agreement, Investor hereby provides Company with notice of Investor’s public sale and disposition of all of the Collateral at 10:00 am Eastern time on Friday, February 28, 2020 at 5330 Yacht Haven Grande, Suite 206, St. Thomas VI 00802.

Pursuant to Section V.H(d) of the Agreement, Company is hereby required to assemble the Collateral and make it available to Investor by 10:00 am Eastern time on Monday, February 10, 2020 at 5330 Yacht Haven Grande, Suite 206, St. Thomas VI 00802.

The foregoing is without waiver of any of Investor’s right or remedies, including, but not limited to, the right to damages for Company’s multiple unexcused material breaches of the Agreement, Debenture and Transaction Documents.

All of the foregoing are without waiver of any rights or remedies of Investor, all of which are expressly reserved.