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): ~~August~~May 1625, 2023

Digerati Technologies, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

(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 (see General Instruction 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 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 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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Letter~~On May 25, 2023, by unanimous written consent, the Board of Directors (the “Board”) of Digerati Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to ~~Credit~~the ~~Agreement~~Digerati ~~with~~Technologies, ~~Post Road~~Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan originally provided for the grant of up to 7,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) to the directors, officers, employees and consultants of the Company. The shares can be granted in the form of options, restricted stock, unrestricted stock or performance awards. The Amendment amends the Plan to allow for the grant of up to 15,000,000 shares of Common Stock.

AsOn ~~previously~~the ~~disclosed, in~~same ~~November 2020~~date, ~~Digerati~~by ~~Technologies~~unanimous written consent, ~~Inc. (~~the ~~“Company”)~~Board ~~and~~granted ~~Verve~~the ~~Cloud,~~stock ~~Inc.,~~options adetailed ~~Nevada~~below ~~corporation~~to ~~formerly~~the ~~known as~~three T3members ~~Communications,~~of ~~Inc.,~~the aBoard ~~Nevada~~(Arthur ~~corporation~~Smith ~~that~~who isalso aserves ~~controlled subsidiary of~~ as the Company ~~(“Verve Cloud”), and Verve Cloud~~’s ~~subsidiaries~~Chief ~~(Verve~~Executive ~~Cloud and its subsidiaries~~Officer, ~~collectively,~~Craig ~~the~~Clement ~~“Verve~~who ~~Cloud~~serves ~~Nevada~~as ~~Parties”)~~Executive ~~entered~~Chairman, ~~into a~~and ~~credit~~Maxwell ~~agreement~~Polinsky, ~~(the~~an ~~“Credit~~independent ~~Agreement”~~director) ~~with Post Road Administrative LLC~~ and ~~its~~to ~~affiliate~~Antonio ~~Post Road Special Opportunity~~Estrada ~~Fund~~(the IICompany’s LPChief ~~(collectively,~~Financial ~~“Post Road”~~Officer). ~~The~~with ~~Company~~each isoption ahaving ~~party~~an toexercise ~~certain~~price ~~sections~~ of ~~the Credit Agreement~~$0. ~~Next~~095 ~~Level~~per ~~Internet, Inc~~share. ~~became~~Each award aof ~~Verve~~options ~~Cloud~~expires ~~Nevada~~on ~~Party~~December in1, ~~February 2022~~2027. AsAll ~~previously~~of ~~disclosed, through May 8, 2023,~~ the ~~Credit Agreement~~options ~~had~~were ~~been~~fully ~~amended~~vested ~~seven~~upon ~~times~~issuance.

~~Pursuant to~~Each ~~the~~of ~~Credit~~Messrs. ~~Agreement,~~Smith asand Estrada ~~amended,~~were ~~the~~granted ~~principal~~one ~~balance~~new ~~owed~~option byfor ~~the~~2,500,000 ~~Verve~~shares ~~Cloud~~(a ~~Nevada~~total ~~Parties to Post Road and its affiliates, as~~ of ~~August~~5 4,million ~~2023, was approximately $35,020,452~~options).~~20.~~

~~On August~~In 16addition, ~~2023,~~each of Messrs. Smith and Estrada previously held two options that the ~~Company~~Board agreed to replace with new options. Mr. Smith held: (i) an option for 300,000 shares ~~the~~that ~~Verve~~had ~~Cloud~~an ~~Nevada~~exercise ~~Parties~~price of $0.35 and expired on December 1, 2022 and ~~Post~~(ii) ~~Road~~an ~~entered~~option ~~into~~for ~~the~~585,000 ~~Letter~~shares ~~Agreement~~of Common Stock with an exercise price of $0.19 and was due to ~~the~~expire ~~Credit~~on ~~Agreement~~ February 14, 2024. Mr. Estrada held: (~~the~~i) ~~“Letter~~an ~~Agreement”~~option for 300,000 shares that had an exercise price of $0.35 and expired on December 1, 2022 and (ii) an option for 520,000 shares of Common Stock with an ~~effective~~exercise ~~date~~price of $0.19 ~~August~~and 4,was ~~2023~~due ~~(the~~to ~~“Effective~~expire ~~Date”)~~on February 14, 2024.

~~Pursuant to~~Each ~~the Letter Agreement, the Company, the Verve Cloud Nevada Parties, and Post Road have agreed to the capitalization~~ of ~~all accrued and unpaid cash interest due and payable by Verve Cloud as of the Effective Date~~Messrs. AsClement ~~a result of the capitalization of all accrued~~ and ~~unpaid~~Polinsky ~~cash~~were ~~interest~~granted ~~and~~one ~~the~~new ~~amendment~~option ~~fee~~for ~~in consideration of Post Road’s agreement to enter into the Letter Agreement~~447,500 ~~the~~shares ~~outstanding principal~~(a ~~balance~~total ~~owed by the Verve Cloud Nevada Parties to Post Road and its affiliates, as~~ of ~~August 4~~895,000 ~~2023, was approximately $36,937,372~~options).~~42.~~

~~Pursuant~~In addition, each of Messrs. toClement ~~the~~and ~~Letter~~Polinsky ~~Agreement,~~previously ~~Post~~held ~~Road~~two ~~has~~options that the Board agreed to ~~Verve~~replace ~~Cloud’s~~with ~~payment~~new inoptions. ~~kind~~Mr. Clement held: (i) an option for 300,000 shares that had an exercise price of ~~all~~$0.35 ~~interest~~and ~~accruing~~expired on December 1, 2022 and ~~otherwise~~(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 ~~payable~~expired on December 1, 2022 and (ii) an option for 100,000 shares of Common Stock with an exercise price ~~after~~of ~~the~~$0.18 ~~Effective~~and ~~Date~~was ~~until~~due ~~the~~to ~~Maturity~~expire ~~Date~~on December 14, 2023.

~~Pursuant to~~On ~~the~~August ~~Letter Agreement~~15, ~~the Company~~2023, ~~the~~by ~~Verve~~unanimous written ~~Cloud Nevada Parties~~consent, ~~and Post Road have agreed to amend~~ the ~~Credit~~Board ~~Agreement~~repriced ~~and~~ the ~~Term~~ ~~Loan~~exercise Cprice ~~Note~~of toall ~~replace~~of the ~~“August~~options 4,granted ~~2023”~~on ~~date~~May ~~therein~~25th ~~with “November 2, 2023,” in order~~ to ~~extend~~$0.032 ~~the outside~~per ~~Maturity Date of the Term Loan C ninety (90) days from the Effective Date~~share.

~~The foregoing~~In ~~summary~~total, ofon ~~the~~May ~~Letter~~25th (as ~~Agreement~~repriced ~~contains~~on ~~only~~August a15th), ~~brief~~8,745,000 ~~description~~options ofwere ~~the~~newly ~~material~~granted ~~terms~~or ofissued ~~the~~as ~~Letter~~replacements ~~Agreement and such description is qualified in its entirety by reference~~ to the ~~full~~Company’s ~~text of the Letter Agreement, filed herewith as Exhibit 10.1,~~ officers and ~~incorporated by reference herein~~directors.

Item 5.02 of this 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 10.1 and 10.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.:

Exhibit No.		Description
10.1		Letter Agreement to Credit Agreement, dated August 16, 2023
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)).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2*+		Amendment to the Digerati Technologies, Inc. 2015 Equity Compensation Plan.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith
+	Management compensatory plan, contract, or arrangement

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: August 21, 2023	Digerati Technologies, Inc.
Dated: September 12, 2023	Digerati Technologies, Inc.
	By:	/s/ ~~Antonio~~Arthur ~~Estrada Jr~~L. Smith
		Antonio Estrada Jr.,
		Arthur L. Smith
		Chief Financial Officer
		Chief Executive Officer

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