GBT Technologies Inc. 8-K

What Happened
GBT Technologies, Inc. (GTCH) filed an 8-K reporting two related events. On February 5, 2026, director Mansour Khatib resigned from the Board, effective that date, with no disagreement with the company. On February 6, 2026, Patrick Bertagna — the company’s Interim CEO — was appointed and accepted a board seat effective immediately; he will serve until the 2026 Annual Meeting or until a successor is chosen. The board approved the appointment by written consent.

Key Details

• The company issued a Convertible Promissory Note for $180,000 to settle accrued and unpaid legal fees for services from February 2023 through January 2026. All related claims were fully released with no admission of liability.
• Note maturity: June 30, 2027. Interest: 8% per year (rises to 12% upon an event of default).
• Conversion: holder may convert any time into common stock at the lower of (i) $0.0001 per share or (ii) 50% of the average of the ten lowest closing bid prices during the 10 consecutive trading days before conversion, but never below a Floor Price of $0.00001 per share.
• Ownership cap: 4.99% beneficial ownership limitation (holder may increase to 9.99% with 61 days’ prior notice). Prepayment of the Note requires the holder’s written consent.

Why It Matters

• Governance: The Interim CEO joining the board changes the company’s governance makeup and consolidates management representation on the board until the 2026 Annual Meeting. Investors should note the change in board composition and that the appointment was by written consent.
• Potential dilution and capital effects: The convertible note settles cash obligations but can be converted into common stock at very low per-share prices, which could result in significant share issuance and dilution if converted. The note’s ownership cap limits immediate concentration but can be increased by the holder with notice.
• Financial obligations: The company avoided a cash payment by issuing the note, preserving cash in the near term but taking on interest expense and a convertible instrument that impacts future capitalization.