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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, 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2026 (the “Effective Date”), the Board of Directors
(the “Board”) of GBT Technologies, Inc., a Nevada corporation (the “Company”), appointed Patrick Bertagna as Interim
Chief Executive Officer of the Company, effective as of the Effective Date. Mr. Bertagna will report to the Board of Directors and will
perform duties generally consistent with those of chief executive officers of publicly traded companies with similar businesses.
In connection with his appointment, on January 15, 2026, the Company entered
into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Bertagna. The material terms of the Employment
Agreement are summarized below (this summary is qualified in its entirety by reference to the full text of the Employment Agreement, which
is filed as Exhibit 10.1 hereto and incorporated herein by reference):
| · | Term: The initial term is six (6) months from the Effective Date, unless
earlier terminated in accordance with the terms of the Employment Agreement. |
| · | Base Salary: $10,000 per month for the initial six-month term, payable in
cash, shares of the Company’s common stock (OTC Pink: GTCH), or a combination thereof, as determined by the Board. Any stock portion
is valued at a cost basis of $0.00005 per share (adjusted for splits) and considered earned on the 15th of each applicable month. |
| · | Performance Bonus: Upon completion of a reverse stock split and the Company’s
application for uplisting to a senior exchange, Mr. Bertagna is entitled to receive an additional pre-reverse 1,000,000,000 common shares
(or the equivalent post-reverse split), to be issued within ten (10) business days after Board approval and 8-K announcement of the effective
reverse split and uplist application. |
| · | Benefits: Mr. Bertagna is entitled to participate in all benefit programs
generally available to other executive employees, including pension/retirement plans, group life insurance, dental, hospitalization, major
medical coverage, sick leave, vacation, holidays, long-term disability, and other benefits. He is entitled to one (1) week of paid vacation
during the initial six-month term, in addition to standard legal holidays. |
| · | 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 |
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 Khatib |
| |
Name: |
Mansour Khatib |
| |
Title: |
Secretary & Director |
| |
|
|
| Date: January 15, 2026 |
|
|
