Global Technologies Ltd.

05/25/2023 | Press release | Distributed by Public on 05/25/2023 06:22

Termination of Tersus Power Inc. Share Exchange Agreement - Form 8-K



Washington, D.C. 20549



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

Date of Report (Date of earliest event reported): May 25, 2023(May 24, 2023)


(Exact Name of Registrant as Specified in Charter)

Delaware 000-25668 86-0970492

(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)

8 Campus Dr., Suite 105

Parsippany, NJ07054

(Address of Principal Executive Office) (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 (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 of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share GTLL OTC Markets "PINK"

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).

Item 8.01 Other events

Termination of Tersus Power Inc. Share Exchange Agreement

As previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on March 10, 2022, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with Tersus Power Inc. and the Tersus Shareholders (collectively, "Tersus").

On May 24, 2023, the Company notified Tersus that it has elected to terminate the Exchange Agreement as per section 5.1(a)(iv).

Cancellation of name change and reverse stock split

As result of the Company's election to terminate the Exchange Agreement, the Company's Board of Directors has elected to rescind the previously announced corporate action to change the corporate name to Tersus Power, Inc. and effect a reverse split of the Company's Class A Common Stock.


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 thereunto duly authorized.

Date: May 25, 2023 By: /s/ Fredrick Cutcher
Name: Fredrick Cutcher
Title: Chief Executive Officer