UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~May~~: 25October 6, 2023

Digerati Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-15687	~~001~~74-~~15687~~2849995	~~74-2849995~~
(State or other jurisdiction of incorporation)		Commission File Number	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8023 Vantage Dr., Suite 660, San Antonio, TX		78230
8023 Vantage Dr., Suite 660, San Antonio, Texas	78230
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including ~~area~~ area code: (210) 614-7240

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ~~filing~~ filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ o 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))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
None	N/A	N/A

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~~growth ~~Company~~ 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~October 256, 2023, byArthur ~~unanimous written~~L. ~~consent~~Smith, the ~~Board~~Chief ofExecutive Officer ~~Directors~~ (~~the~~ “~~Board~~CEO”) of Digerati Technologies, Inc. (the “Company”), ~~approved an~~notified ~~amendment (~~the ~~“Amendment”)~~Company tothat ~~the~~he ~~Digerati~~will ~~Technologies,~~take ~~Inc.~~a ~~2015 Equity Compensation Plan (the “Plan”).~~temporary ~~The~~medical ~~Plan~~leave ~~originally provided for the grant~~ of upabsence tofrom ~~7,500,000~~his ~~shares~~role ofas ~~the Company’s common stock~~CEO, ~~par~~effective ~~value $0.001 per share (“Common Stock”) to the directors~~immediately, ~~officers, employees and consultants of the Company. The shares can be granted~~ in ~~the~~connection ~~form~~with ofhis ~~options, restricted~~recent ~~stock, unrestricted stock or performance awards~~surgery. ~~The Amendment amends the Plan to allow for the grant of up to 15,000,000 shares of Common Stock.~~

On ~~the~~October ~~same date~~6, ~~by unanimous written consent~~2023, the Board ~~granted~~of ~~the~~Directors ~~stock options detailed below to the three members~~ of the Company ~~Board~~ (~~Arthur Smith who also serves as~~ the ~~Company’s~~“Board”) ~~Chief~~appointed ~~Executive Officer,~~ Craig K. Clement, ~~who~~the ~~serves~~current as Executive Chairman, ~~and~~of ~~Maxwell Polinsky, an independent director) and to Antonio Estrada (~~the Company’s, ~~Chief~~as ~~Financial~~interim ~~Officer)~~CEO ~~with~~during ~~each option having an exercise price of $0~~Mr.~~095 per share. Each~~ ~~award~~Smith’s oftemporary ~~options~~medical ~~expires~~leave ~~on December 1, 2027. All~~ of ~~the options were fully vested upon issuance~~absence.

~~Each~~Mr. ofClement, ~~Messrs.~~age ~~Smith~~65, ~~and Estrada~~has ~~were~~served ~~granted~~as ~~one~~a ~~new~~member ~~option~~of ~~for~~the Board ~~2,500,000~~since ~~shares~~2014 (aand ~~total~~as Executive Chairman of 5the ~~million~~Company ~~options)~~since 2015.

InThere ~~addition,~~are ~~each~~no ofarrangements ~~Messrs. Smith~~or ~~and~~understandings ~~Estrada~~between Mr. ~~previously~~Clement ~~held~~and ~~two~~any ~~options~~other ~~that~~person ~~the~~pursuant ~~Board agreed~~ to ~~replace~~which ~~with new options.~~ Mr. ~~Smith~~Clement ~~held:~~was ~~(i)~~appointed anto ~~option~~serve ~~for~~as ~~300,000 shares~~the ~~that~~interim ~~had~~CEO ~~an exercise price~~ of $0the Company.35 ~~and~~There ~~expired~~are ~~on December 1, 2022 and (ii) an option for 585,000 shares of Common Stock with~~no anfamily ~~exercise~~relationships ~~price~~between ~~of $0~~Mr.19 Clement and ~~was~~any ~~due~~of tothe ~~expire~~Company’s ondirectors ~~February~~or ~~14,~~executive ~~2024~~officers. Mr. ~~Estrada~~Clement ~~held:~~has ~~(i)~~no andirect ~~option~~or indirect ~~for~~material ~~300,000~~interest ~~shares~~in ~~that~~any ~~had~~existing ~~an exercise~~or ~~price~~currently ofproposed ~~$0.35~~transaction ~~and~~that ~~expired~~would onrequire ~~December~~disclosure 1,under ~~2022~~Item ~~and~~ 404(iia) ~~an option for 520,000 shares~~ of ~~Common Stock with an exercise price of~~Regulation $0S-K.~~19 and was due to expire on February 14, 2024.~~

~~Each~~The ofBoard ~~Messrs~~approved an increase in Mr. Clement ~~and~~’s ~~Polinsky~~compensation ~~were~~by ~~granted~~$2,500 ~~one~~a ~~new~~month ~~option~~during ~~for~~the ~~447,500~~period ~~shares~~he (aserves ~~total~~as interim CEO of ~~895,000~~the ~~options)~~Company.

InItem ~~addition, each of Messrs~~7. ~~Clement~~01 ~~and~~Regulation ~~Polinsky~~FD ~~previously held two options that the Board agreed to replace with new options~~Disclosure. Mr. Clement held: (i) an option for 300,000 shares that had an exercise price of $0.35 and expired on December 1, 2022 and (ii) an option for 620,000 shares of Common Stock with an exercise price of $0.19 and was due to expire on February 14, 2024. Mr. Polinsky held: (i) an option for 125,000 shares that had an exercise price of $0.35 and expired on December 1, 2022 and (ii) an option for 100,000 shares of Common Stock with an exercise price of $0.18 and was due to expire on December 14, 2023.

On ~~August~~October 156, 2023, bythe ~~unanimous written~~Company ~~consent,~~issued ~~the~~a ~~Board~~press ~~repriced~~release regarding the ~~exercise~~temporary ~~price~~appointment of ~~all~~an ofinterim ~~the~~CEO. ~~options~~The ~~granted~~press onrelease ~~May~~is ~~25th~~attached tohereto $0as Exhibit 99.~~032~~1 ~~per~~and ~~share~~incorporated by reference herein.

InExhibit ~~total,~~99.1 onis ~~May~~being ~~25th~~furnished pursuant to Item 7.01 ~~(as~~and ~~repriced~~will onnot ~~August~~be ~~15th),~~deemed 8to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,~~745,000~~ ~~options~~as ~~were~~amended ~~newly~~(the ~~granted~~“Exchange Act”), or ~~issued~~otherwise asbe ~~replacements~~subject to the ~~Company’s~~liabilities ~~officers~~of that section, nor will it be deemed to be incorporated by reference in any ~~and~~filing ~~directors~~under the Securities Act of 1933, as amended, or the Exchange Act.

Item 59.0201 ofFinancial ~~this~~Statements ~~Current Report on Form 8-K contains only a brief description of the material terms of~~ and does not purport to be a complete description of the Plan and the Amendment, and such description is qualified in its entirety by reference to the full texts of the Plan and the Amendment, copies of which are filed herewith as Exhibit 10Exhibits.~~1 and 10.2, respectively.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release issued on October 6, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1+		Digerati Technologies, Inc. 2015 Equity Compensation Plan (filed as Exhibit 4.1 to Form S-8 filed on November 17, 2015 (File No. 333-208089)).
10.2*+		Amendment to the Digerati Technologies, Inc. 2015 Equity Compensation Plan.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

*Pursuant ~~Filed~~to ~~herewith~~the +requirements ~~Management~~of the ~~compensatory~~Securities ~~plan,~~Exchange ~~contract~~Act of 1934, orthe ~~arrangement~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Digerati Technologies, Inc.
Dated: October 6, 2023
	By:	/s/ Antonio Estrada Jr.
		Antonio Estrada Jr.
		Chief Financial Officer

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.

Dated: September 12, 2023	Digerati Technologies, Inc.
	By:	/s/ Arthur L. Smith
		Arthur L. Smith
		Chief Executive Officer

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