UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 15 20, 2026

GBT TECHNOLOGIES INC.

(Exact name of small business issuer as specified in its charter)

Nevada	000-54530	27-0603137
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

8557 N West Knoll Dr. West Hollywood CA 90069

(Address of principal executive offices) (Zip code)

Registrant’s telephone number including area code: 888-685-7336

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 Instructions 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol	Name of each exchange on which registered
Not applicable.

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

(a) On January 1516, 2026, GBT Technologies Inc. (the “~~Effective Date~~Company”), ~~the~~dismissed ~~Board~~M.S. ofMadhava ~~Directors (~~Rao as the ~~“Board”)~~Company’s ofindependent ~~GBT~~registered ~~Technologies~~public accounting firm, ~~Inc~~due to his announcement of retiring., aThe ~~Nevada~~dismissal ~~corporation~~was ~~(the~~effective ~~“Company”),~~immediately. ~~appointed~~The ~~Patrick~~decision ~~Bertagna~~to aschange ~~Interim Chief~~accountants ~~Executive~~was ~~Officer~~approved ofby the Company,’s ~~effective~~Board as of Directors ~~the~~(acting ~~Effective~~through ~~Date~~its sole director) on January 16, 2026. MrThe reports of M.S. ~~Bertagna~~Madhava ~~will~~Rao ~~report~~on tothe Company’s financial statements for the ~~Board~~two ofmost ~~Directors~~recent fiscal years ended December 31, 2024 and ~~will perform~~December ~~duties~~31, ~~generally~~2023, ~~consistent~~did ~~with~~not ~~those~~contain ofan ~~chief~~adverse ~~executive~~opinion ~~officers~~or a disclaimer of ~~publicly~~opinion ~~traded~~and ~~companies~~were ~~with~~not ~~similar~~qualified ~~businesses~~or modified as to uncertainty, audit scope, or accounting principles.

InDuring ~~connection~~the ~~with~~Company’s ~~his~~two ~~appointment~~most recent fiscal years ended December 31, on2024 and December 31, 2023, and the subsequent interim period through January 1520, 2026, ~~the~~there ~~Company~~were ~~entered~~no disagreements ~~into~~(as andefined ~~Executive~~in ~~Employment~~Item ~~Agreement~~ 304(a)(1)(iv) of Regulation S-K and the ~~“Employment~~related ~~Agreement”~~instructions) with MrM. ~~Bertagna~~S. ~~The~~Madhava ~~material~~Rao ~~terms~~on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~Employment~~satisfaction ~~Agreement~~of ~~are~~M.S. ~~summarized~~Madhava ~~below~~Rao, ~~(this~~would ~~summary~~have iscaused ~~qualified~~M.S. inMadhava ~~its~~Rao ~~entirety~~to bymake reference to the ~~full~~subject ~~text~~matter of the ~~Employment~~disagreement ~~Agreement,~~in ~~which~~connection with isits ~~filed~~reports ason ~~Exhibit~~the ~~10.1~~Company’s ~~hereto~~financial ~~and~~statements ~~incorporated~~for ~~herein~~such ~~by reference):~~periods.

·During ~~Term:~~the ~~The~~Company’s ~~initial~~two ~~term~~most isrecent ~~six~~fiscal years ~~(6)~~ended ~~months~~December ~~from~~31, 2024 and December 31, 2023, and the ~~Effective~~subsequent ~~Date~~interim period through January 16, ~~unless~~2026, ~~earlier~~there ~~terminated~~were inno ~~accordance~~“reportable events” ~~with~~(as ~~the~~defined ~~terms~~in ofItem ~~the~~304(a)(1)(v) ~~Employment~~of ~~Agreement~~Regulation S-K).

·The ~~Base~~Company ~~Salary:~~has ~~$10,000~~provided ~~per~~M.S. ~~month~~Madhava ~~for~~Rao with a copy of the ~~initial~~disclosures ~~six-month~~it ~~term,~~is ~~payable~~making in ~~cash,~~this ~~shares~~Current ofReport on Form 8-K no later than the day that the disclosures are filed with the U.S. Securities and Exchange Commission. The Company’s ~~common~~has ~~stock~~requested ~~(OTC~~that ~~Pink:~~M.S. ~~GTCH),~~Madhava orRao furnish the Company with a ~~combination~~letter ~~thereof,~~addressed asto ~~determined~~the U.S. Securities and Exchange Commission stating whether or not M.S. Madhava Rao agrees with the statements made by the ~~Board.~~Company ~~Any~~in ~~stock~~this Current ~~portion~~Report ison ~~valued~~Form at8-K in response to Item 304(a) ~~cost~~of ~~basis~~Regulation S-K. If M.S. Madhava Rao does not agree with any of $0the statements of the Company, the letter will state the respects in which it does not agree.~~00005~~ ~~per~~The ~~share~~Company ~~(adjusted~~will ~~for~~file ~~splits)~~the ~~and~~letter ~~considered~~as ~~earned~~an exhibit to this Current Report on ~~the~~Form ~~15th~~8-K ofor ~~each~~an ~~applicable~~amendment ~~month~~hereto.

·(b) ~~Performance~~On ~~Bonus:~~January ~~Upon~~20, ~~completion~~2026, the Company’s Board of aDirectors ~~reverse~~(acting ~~stock~~through ~~split~~its ~~and~~sole director) approved the ~~Company’s~~engagement ~~application~~of ~~for~~CNGSN ~~uplisting~~& toAssociates aLLP ~~senior~~(“CNGSN”) ~~exchange,~~as ~~Mr.~~the ~~Bertagna~~Company’s new isindependent ~~entitled~~registered topublic ~~receive~~accounting anfirm ~~additional~~to ~~pre-reverse~~audit ~~1,000,000,000~~the ~~common~~Company’s ~~shares~~financial ~~(or~~statements for the ~~equivalent~~fiscal ~~post-reverse~~year ~~split)~~ending December 31, to2025, beeffective ~~issued~~immediately. ~~within~~The ~~ten~~engagement ~~(10)~~letter ~~business~~with ~~days~~CNGSN ~~after~~is ~~Board~~dated ~~approval~~January 17, 206, and ~~8-K~~was ~~announcement~~signed ofby the ~~effective~~Company ~~reverse~~on ~~split~~January ~~and uplist application~~20, 2026.

·During ~~Benefits:~~the ~~Mr.~~Company’s ~~Bertagna~~two ismost ~~entitled~~recent tofiscal years ~~participate~~ended inDecember ~~all~~31, ~~benefit~~2024 ~~programs~~and ~~generally~~December ~~available~~31, to2023, ~~other~~and ~~executive~~the ~~employees,~~subsequent ~~including~~interim ~~pension/retirement~~period ~~plans,~~through ~~group~~January ~~life insurance~~16, ~~dental~~2026, ~~hospitalization~~neither the Company nor anyone on its behalf consulted CNGSN regarding either (i) the application of accounting principles to a specific transaction, ~~major~~either ~~medical~~completed or ~~coverage~~proposed, ~~sick~~or ~~leave~~the type of audit opinion that might be rendered on the Company’s financial statements, ~~vacation~~and neither a written report nor oral advice was provided to the Company that CNGSN concluded was an important factor considered by the Company in reaching a decision as to any accounting, ~~holidays~~auditing, ~~long-term~~or ~~disability~~financial reporting issue, ~~and~~or ~~other~~(ii) ~~benefits.~~any Hematter isthat ~~entitled~~was tothe ~~one~~subject of a disagreement (as defined in Item 304(a)(1)(iv) ~~week~~ of ~~paid~~Regulation ~~vacation~~S-K ~~during~~and the ~~initial~~related ~~six-month~~instructions) ~~term,~~or ina ~~addition~~reportable toevent ~~standard~~(as ~~legal~~described ~~holidays~~in Item 304(a)(1)(v) of Regulation S-K).

· Business Expenses: Reimbursement for reasonable out-of-pocket business expenses in accordance with Company policies.

· Other Provisions: The Employment Agreement includes standard provisions regarding termination (including for cause, with a 10-day cure period for certain matters), death, disability, voluntary termination, non-competition (during the term), non-solicitation, confidentiality, indemnification, work product ownership, and governing law (California).

There are no family relationships between Mr. Bertagna and any director or executive officer of the Company. Mr. Bertagna has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

The appointment of Mr. Bertagna as Interim Chief Executive Officer and the entry into the Employment Agreement were approved by the sole director of the Company pursuant to a written consent dated January 15, 2026. In connection with Mr. Bertagna’s engagement, Mr. Murray resigned as Chief Executive Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Executive Employment Agreement, dated January 15, 2026, between GBT Technologies, Inc. and Patrick Bertagna
16.1	Letter from M.S. Madhava Rao to the U.S. Securities and Exchange Commission, dated January 20, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GBT TECHNOLOGIES INC.
	By:	/s/ ~~Mansour~~Patrick ~~Khatib~~Bertagna
	Name:	~~Mansour~~Patrick ~~Khatib~~Bertagna
	Title:	~~Secretary~~Interim ~~& Director~~CEO
Date: January 15, 2026
Date: January 26, 2026

Filing Compare · GBT Technologies Inc.