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: October ~~December 4~~25, 2024

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida		333-222094		81-3903357
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

501 West Broadway, Suite 800, San Diego, CA 92101

(Address of Principal Executive Offices) (Zip Code)

(619) 301-4200

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: None

Title of each Class		Trading Symbol		Name of each exchange on which registered
N/A		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 47.0201 ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

OnPress December 4, 2024, the Board of Directors of TPT Global Tech, Inc. (the “Company”), in consultation with management and Sadler, Gibb & Associates, LLC, (“Sadler/Gibb”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued unaudited condensed consolidated financial statements contained within the Quarterly Reports on Form 10-Q for the quarterly periods September 30, 2023, March 31, 2024 and June 30, 2024 and the Annual Report on Form 10-K for the year ended December 31, 2023 should no longer be relied upon due to errors in such financial statements, and therefore a restatement of these prior financial statements is required. Accordingly, the Company intends to restate the aforementioned financial statements by amending its quarterly reports on Form 10-Q for the quarter ended September 30, 2023, March 31, 2024 and June 30, 2024 and its Form 10-K for the year ended December 31, 2023 as soon as reasonably practicable. The Company expects to file amended quarterly reports on or before December 25, 2024.Release

~~EXPLANATION~~The OFinformation ~~WHAT~~in ~~WAS~~this ~~REPORTED~~Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

~~The~~On ~~impact~~October of25, 2024, the ~~restatements~~Company onissued a press release entitled “TPT Global Tech Form S-1 Post-Effective Amendment Filing Activates $3 Million Standby Equity Commitment from MACRAB, LLC Immediately.” A copy of the ~~Company’s~~press ~~financial~~release ~~statements~~is ~~are~~attached hereto as ~~follows:~~Exhibit 99.1.

	Form 10Q	Form 10-K	Form 10Q	Form 10Q
	9-30-23	12-31-23	3-31-24	6-30-24
Balance Sheet - Total Liabilities:
As reported	35,243,645	42,233,536	45,353,438	38,549,778
As restated	36,069,992	42,996,167	46,074,773	39,360,718
Statement of Operations - Net income (loss) before non-controlling interests YTD:
As reported	(3,093,608)	(10,401590)	(3,275,788	1,702,292
As restated	(3,919,955)	(11,164,221)	(3,234,492)	1,653,983
Total Stockholders’ Deficit - Balance
As reported	(93,360,733)	(100,378,815)	(103,495,800)	(97,382,007)
As restated	(94,187,080)	(101,141,446)	(104,217,135)	(98,192,947)
Statement of Cash Flows – Net Change in Cash
As reported	(59,630)	(42,176)	(12,385)	(16,702)
As restated	(59,630)	(42,176)	(12,385)	(16,702)
EPS:
As reported	(0.0)	(0.01)	(0.0)	(0.0)
As restated	(0.0)	(0.01)	(0.0)	(0.0)

On November 7, 2024, the Company issued a press release entitled “NFL Hall of Famer Eric Dickerson Joins TPT Global Tech as Brand Ambassador for VüMe Super App.” A copy of the press release is attached hereto as Exhibit 99.2.

On ~~July~~December 319, ~~2023~~2024, the Company ~~and~~issued ~~Michael Murphy, shareholder and debt holder, entered into~~ a ~~Conversion~~press ~~Shares~~release ~~Purchase~~entitled ~~Agreement~~“TPT byGlobal ~~which~~Tech ~~Mr.~~Announces ~~Murphy~~Plans ~~has agreed~~ to anRestate ~~automatic~~Financial ~~conversion~~Statements ofand ~~his~~Files ~~outstanding~~8-K ~~principal debt, as well as related accrued interest if elected by Mr~~Report.” A ~~Murphy,~~copy ~~into shares~~ of the ~~Company’s~~press ~~Series~~release Eis ~~Preferred~~attached ~~Stock~~hereto oras anExhibit equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets99. ~~This principal amount is $~~3~~,296,037 as of September 30, 2024~~.

~~Recently,~~On itFebruary ~~came~~12, ~~to the attention of management that the creation of this agreement with Mr. Murphy was actually a modification of the underlying debt that~~2025, ~~given~~ the ~~terms,~~Company ~~created~~issued a ~~derivative~~press ~~liability~~release ~~valued~~entitled by“TPT aGlobal ~~third~~Tech ~~party~~Announces inSEC ~~the~~Filing ~~amount~~Compliance ~~of $821,555. This $821,555 was then accounted for under the restatement of the nine months ended September 30, 2023 as derivative expense~~ and asReaffirms anCommitment ~~increase~~ to ~~the derivative liability balance on the balance sheet~~Shareholders. ~~This~~” A ~~effect,~~copy ~~and~~of ~~having~~ the ~~increased~~press ~~derivative~~release ~~liability~~is ~~was~~attached ~~then~~hereto ~~accounted~~as ~~for~~Exhibit ~~through subsequent periods~~99.4.

~~Management~~On ~~has~~February ~~determined~~25, ~~that~~2025, the ~~errors described above do not change management’s previous conclusions regarding the effectiveness of the~~ Company’s ~~disclosure~~issued ~~controls~~a ~~and~~press ~~procedures~~release asentitled of“TPT ~~September~~Global ~~30,~~Tech ~~2023,~~Launches ~~December~~First ~~31,~~Super ~~2023,~~App ~~March~~in ~~31,~~the ~~2024,~~United ~~and~~States ~~June~~With ~~30,~~VuMe ~~2024~~Live. ~~Due~~” A tocopy ~~the lack~~ of ~~personnel and outside directors, management concluded that~~ the ~~Company’s~~press ~~disclosure~~release ~~controls~~is ~~and~~attached ~~procedures~~hereto ~~are not effective~~ as ofExhibit ~~such dates~~99. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures5.

2Item 9.01 Exhibits

~~SIGNATURES~~The following exhibits are filed with this report on Form 8-K.

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.

Exhibit Number		Exhibit
99.1		Press Release dated October 25, 2024
99.2		Press Release dated November 7, 2024
99.3		Press Release dated December 9, 2024
99.4		Press Release dated February 12, 2025
99.5		Press Release dated February 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	TPT GLOBAL TECH, INC.
	By:	/s/ Stephen J. Thomas, III
		Stephen J. Thomas, III,
	Title:	Chief Executive Officer
	Date: December 5, 2024

3SIGNATURES

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.

	TPT GLOBAL TECH, INC.

	By:	/s/ Stephen J. Thomas III
		Stephen J. Thomas III,
	Title:	Chief Executive Officer

	Date: February 26, 2025

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