GBT Technologies' affiliate amends patent sale agreement to cap conversion shares at 19.99%

GBT Technologies Inc.

Amendment to Patent Purchase Agreement adds Section 2.4: conversion of Series A Preferred Stock cannot exceed 19.99% of post-closing outstanding common stock without Bannix shareholder approval.
Series A Preferred Stock has $1,000 stated value, convertible at 5% discount to 20-day VWAP (min $1.00), with 4.99% beneficial ownership limitation.
Original PPA valued at $42.5M for patents covering machine learning-driven radio wave imaging technology; closing contingent on Bannix's acquisition of EVIE Autonomous Group.
Lock-up on Series A Preferred and conversion shares: six months after closing, change of control, or Bannix written consent.
GBT Tokenize Corp. (50% owned by GBT Technologies) is the seller; Bannix Acquisition Corp. is the purchaser.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GBT Technologies Inc. entered into Patent Purchase Agreement with Bannix Acquisition Corp. and GBT Tokenize Corp. valued at $42.5 million (effective 2023-08-08).

Action: entry
Agreement: asset purchase
Counterparty: Bannix Acquisition Corp. and GBT Tokenize Corp.
Value: $42.5 million
Effective: 2023-08-08

Exact text from the filing

On August 8, 2023, Bannix Acquisition Corp. (“Bannix”) entered into a Patent Purchase Agreement (“PPA”) with GBT Tokenize Corp.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GBT Technologies Inc. amended Amendment No. 1 to the PPA with Bannix Acquisition Corp. and GBT Tokenize Corp. (effective 2023-12-18).

Action: amendment
Agreement: asset purchase
Counterparty: Bannix Acquisition Corp. and GBT Tokenize Corp.
Effective: 2023-12-18

Exact text from the filing

nd Tokenize entered into Amendment No. 1 to the PPA. Per the amendment, Bannix and Tokenize agreed that the shares of common stock

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GBT Technologies Inc. filing history →

Source: SEC EDGAR

accession 0001731122-23-002262

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